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Golar LNG

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FY2021 Annual Report · Golar LNG
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 20-F

(Mark 

One)

☐

☒

 REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g)  OF THE SECURITIES 
EXCHANGE ACT OF 1934

OR

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)  OF THE SECURITIES EXCHANGE ACT OF 
1934

For the fiscal year ended

December 31, 2021

OR

☐

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)  OF THE SECURITIES EXCHANGE ACT 
OF 1934

For the transition period from  

to

OR

☐

SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d)  OF THE SECURITIES EXCHANGE 
ACT OF 1934

Date of event requiring this shell company report

Commission file number

000-50113

Golar LNG Limited
(Exact name of Registrant as specified in its charter)

(Translation of Registrant's name into English)

 Bermuda
(Jurisdiction of incorporation or organization)

 2nd Floor, S.E. Pearman Building, 
9 Par-la-Ville Road, Hamilton 
HM 11, Bermuda
(Address of principal executive offices)

Mi Hong Yoon
S.E. Pearman Building, 
2nd Floor 9 Par-la-Ville Road, Hamilton 
HM 11, Bermuda
Telephone: +1(441 ) 295-4705

(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

Securities registered or to be registered pursuant to section 12(b) of the Act.

Title of each class

Trading Symbol

Name of each exchange
on which registered

Common Shares, par value, $1.00 per 
share

GLNG

Nasdaq Global Select Market

 
 
 
 
 
 
 
 
 
 
Securities 

registered 

or 

to 

be 

registered 

pursuant 

to 

section 

12(g) 

of 

the 

Act.

None
(Title of class)

Securities 

for  which 

there 

is 

a 

reporting 

obligation 

pursuant 

to 

Section 

15(d) 

of 

the  Act.

None

(Title of class)

Indicate the number of outstanding shares of each of the issuer's classes of capital or common stock as of the close of the period 
covered by the annual report.

108,222,604  Common Shares, par value $1.00 per share

Indicate  by  check  mark  if  the  registrant  is  a  well-known  seasoned  issuer,  as  defined  in  Rule  405  of  the  Securities  Act.

Yes

X

No  

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to 
1934.
the 
Section 

Exchange 

Securities 

15(d) 

Act 

13 

of 

of 

Yes  

No

X

Note- Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the 
Securities Exchange Act of 1934 from their obligations under those Sections.

Indicate  by  check  mark  whether  the  registrant  (1)  has  filed  all  reports  required  to  be  filed  by  Section  13  or  15(d)  of  the 
Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to 
the  past  90  days.
file 

(2)  has  been 

requirements 

reports), 

subject 

filing 

such 

such 

and 

for 

to 

Yes

X

No  

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted  
pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period 
that the registrant was required to submit such files).

Yes

X

No  

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See 
definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one).

Large accelerated filer X

Accelerated filer

Non-accelerated filer

 Emerging growth 
company

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by 
check mark if the registrant has elected not to use the extended transition period for complying with any new or 
revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act.  

† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting 
Standards Board to its Accounting Standards Codification after April 5, 2012.

Indicate  by  check  mark  whether  the  registrant  has  filed  a  report  on  and  attestation  to  its  management’s  assessment  of  the 
effectiveness  of  its  internal  control  over  financial  reporting  under  Section  404(b)  of  the  Sarbanes-Oxley  Act  (15  U.S.C. 
report.
7262(b)) 

accounting 

registered 

prepared 

issued 

public 

audit 

firm 

that 

the 

by 

its 

or 

Yes

X

No  

 
 
 
 
 
 
 
 
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included 
in this filing:

U.S. GAAP

X

International Financial Reporting Standards as 
issued by the International      Accounting
Standards Board

Other

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the 
follow.
registrant 

elected 

has 

to 

Item 17

Item 18

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the 

Exchange Act).

Yes  

No

X

(APPLICABLE  ONLY  TO  ISSUERS  INVOLVED  IN  BANKRUPTCY  PROCEEDINGS  DURING  THE  PAST  FIVE 
YEARS)

Indicate  by  check  mark  whether  the  registrant  has  filed  all  documents  and  reports  required  to  be  filed  by  Sections  12,  13  or 
15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.

Yes  

No

 
 
 
 
 
 
 
 
 
 
 
 
PART I

PAGE

INDEX TO REPORT ON FORM 20-F

ITEM 1.

IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

ITEM 2.

OFFER STATISTICS AND EXPECTED TIMETABLE

ITEM 3.

KEY INFORMATION

ITEM 4.

INFORMATION ON THE COMPANY

ITEM 4A. UNRESOLVED STAFF COMMENTS

ITEM 5.

OPERATING AND FINANCIAL REVIEW AND PROSPECTS

ITEM 6.

DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

ITEM 7.

MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

ITEM 8.

FINANCIAL INFORMATION

ITEM 9.

THE OFFER AND LISTING

ITEM 10.

ADDITIONAL INFORMATION

ITEM 11.

QUANTITATIVE AND QUALITATIVE DISCLOSURES  ABOUT MARKET RISK

ITEM 12.

DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

PART II

ITEM 13.

DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

ITEM 14. MATERIAL  MODIFICATIONS  TO  THE  RIGHTS  OF  SECURITY  HOLDERS  AND  USE  OF 

PROCEEDS

ITEM 15.

CONTROLS AND PROCEDURES

ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT

ITEM 16B. CODE OF ETHICS

ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES

ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES

1

1

1

19

35

35

52

57

58

59

59

70

71

71

71

71

72

72

72

73

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS

ITEM 16F. CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT

ITEM 16G. CORPORATE GOVERNANCE

ITEM 16H. MINE SAFETY DISCLOSURE

PART III

ITEM 17.

FINANCIAL STATEMENTS

ITEM 18.

FINANCIAL STATEMENTS

ITEM 19.

EXHIBITS

SIGNATURES

74

74

74

75

75

75

75

80

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Matters discussed in this report may constitute forward-looking statements. The Private Securities Litigation Reform 
Act  of  1995  provides  safe  harbor  protections  for  forward-looking  statements  in  order  to  encourage  companies  to  provide 
prospective  information  about  their  business.  Forward-looking  statements  include  statements  concerning  plans,  objectives, 
goals,  strategies,  future  events  or  performance,  and  underlying  assumptions  and  other  statements,  which  are  other  than 
statements of historical facts.

We desire to take advantage of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and 
are including this cautionary statement in connection with this safe harbor legislation. This report and any other written or oral 
statements made by us or on our behalf may include forward-looking statements, which reflect our current views with respect to 
future  events  and  financial  performance.  When  used  in  this  report,  the  words  “believe,”  “anticipate,”  “intend,”  “estimate” 
“forecast,”  “projected”  “plan”  “potential,”  “continue,”  “will,"  “may,”  “could,”  “should,”  “would,”  “expect”  and  similar 
expressions identify forward-looking statements.

The forward-looking statements in this report are based upon various assumptions, many of which are based, in turn, 
upon further assumptions, including without limitation, management's examination of historical operating trends, data contained 
in our records and other data available from third parties. Although we believe that these assumptions were reasonable when 
made,  because  these  assumptions  are  inherently  subject  to  significant  uncertainties  and  contingencies  which  are  difficult  or 
impossible to predict and are beyond our control, we cannot assure you that we will achieve or accomplish these expectations, 
beliefs or projections. As a result, you are cautioned not to rely on any forward-looking statements.

In addition to these important factors and matters discussed elsewhere herein, important factors that, in our view, could 

cause actual results to differ materially from those discussed in the forward-looking statements include among other things:

•

•

•

•

•

•

•

•

•

•

•

•

•

•

•

•

•

•

our  inability  and  that  of  our  counterparty  to  meet  our  respective  obligations  under  the  Lease  and  Operate  Agreement 
entered into in connection with the BP Greater Tortue / Ahmeyim Project (“Gimi GTA Project”);
continuing uncertainty resulting from potential future claims from our counterparties of purported force majeure (“FM”) 
under contractual arrangements, including but not limited to our construction projects (including the Gimi GTA Project) 
and other contracts to which we are a party;
claims made or losses incurred in connection with our continuing obligations with regard to Hygo Energy Transition Ltd. 
(“Hygo”) and Golar LNG Partners LP (“Golar Partners”);

the  ability  of  Hygo,  Golar  Partners  and  New  Fortress  Energy  Inc.  (“NFE”)  to  meet  their  respective  obligations  to  us, 
including indemnification obligations;

changes  to  rules  and  regulations  applicable  to  liquefied  natural  gas  (“LNG”)  carriers,  floating  storage  and  regasification 
units (“FSRUs”), floating liquefaction natural gas vessels (“FLNGs”) or other parts of the LNG supply chain;

changes in our ability to retrofit vessels as FSRUs or FLNGs and in our ability to obtain financing for such conversions on 
acceptable terms or at all;

changes in our ability to obtain additional financing on acceptable terms or at all;

the  length  and  severity  of  outbreaks  of  pandemics,  including  the  worldwide  outbreak  of  the  novel  coronavirus 
(“COVID-19”) and its impact on demand for LNG and natural gas, the timing of completion of our conversion projects, the 
operations of our charterers, our global operations and our business in general;

failure of our contract counterparties to comply with their agreements with us or other key project stakeholders;

changes in LNG carrier, FSRU, or FLNG charter rates, vessel values or technological advancements;

our  ability  to  close  potential  future  sales  of  additional  equity  interests  in  our  vessels,  including  the  Hilli  and  Gimi  or  to 
monetize our interest in NFE on a timely basis or at all;

our ability to contract the full utilization of the Hilli or other vessels;

changes in the supply of or demand for LNG or LNG carried by sea and for LNG carriers, FSRUs or FLNGs;

a material decline or prolonged weakness in rates for LNG carriers, FSRUs or FLNGs;

changes in the performance of the pool in which certain of our vessels operate;

changes in trading patterns that affect the opportunities for the profitable operation of LNG carriers, FSRUs or FLNGs;

continuing volatility of commodity prices;

changes in the supply of or demand for natural gas generally or in particular regions;

•

•

•

•

•

•

•

•

changes in our relationships with our counterparties, including our major chartering parties;

changes in our relationship with our affiliates and the sustainability of any distributions they pay us;

changes in general domestic and international political conditions, particularly where we operate;

changes in the availability of vessels to purchase and in the time it takes to build new vessels;

our  inability  to  achieve  successful  utilization  of  our  fleet  or  our  inability  to  expand  beyond  the  carriage  of  LNG  and 
provision of FSRU and FLNGs, particularly through our innovative FLNG strategy;

actions taken by regulatory authorities that may prohibit the access of LNG carriers, FSRUs and FLNGs to various ports;

increases in costs, including, among other things, wages, insurance, provisions, repairs and maintenance; and

other  factors  listed  from  time  to  time  in  registration  statements,  reports  or  other  materials  that  we  have  filed  with  or 
furnished  to  the  Securities  and  Exchange  Commission,  or  the  Commission,  including  our  most  recent  annual  report  on 
Form 20-F.

Please  see  our  Risk  Factors  in  Item  3  of  this  report  for  a  more  complete  discussion  of  these  and  other  risks  and 
uncertainties. We caution readers of this report not to place undue reliance on these forward-looking statements, which speak 
only as of their dates. These forward-looking statements are not guarantees of our future performance, and actual results and 
future developments may vary materially from those projected in the forward-looking statements.We undertake no obligation to 
publicly update or revise any forward-looking statements, except as required by law. If one or more forward-looking statements 
are updated, no inference should be drawn that additional updates will be made.

PART I

ITEM 1.  IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS

Not applicable.

ITEM 2.  OFFER STATISTICS AND EXPECTED TIMETABLE

Not applicable.

ITEM 3.  KEY INFORMATION

Throughout  this  report,  unless  the  context  indicates  otherwise,  the  “Company”,  “Golar”,  “Golar  LNG”,  “we”,  “us”,  and 
“our”  all  refer  to  Golar  LNG  Limited  or  any  one  or  more  of  its  consolidated  subsidiaries,  including  Golar  Management 
Limited, or Golar Management, or to all such entities. References to “Golar Partners” or the “Partnership” refer, depending 
on the context, to our former affiliate Golar LNG Partners LP (previously listed on Nasdaq: GMLP) and to any one or more of 
its  subsidiaries.  References  to  “Hygo”  refer  to  our  former  affiliate  Hygo  Energy  Transition  Ltd  (formerly  known  as  Golar 
Power Ltd) and to any one or more of its subsidiaries. References to “OneLNG” refer to our former joint venture OneLNG S.A 
and to any one or more of its subsidiaries. References to “Avenir” refer to our affiliate Avenir LNG Limited (Norwegian OTC: 
AVENIR) and to any one or more of its subsidiaries. References to “NFE” refer to New Fortress Energy Inc. (Nasdaq: NFE), 
the third-party purchaser of Golar Partners and Hygo, which acquisition closed on April 15, 2021. References to “Cool Co” 
refer to Cool Company Ltd (Euronext Growth: COOL) and to any one or more of its subsidiaries. Unless otherwise indicated, 
all references to “USD” and “$” in this report are to U.S. dollars.

A.        Reserved

B.           Capitalization and Indebtedness

Not applicable.

C.            Reasons for the Offer and Use of Proceeds

Not applicable.

D.            Risk Factors 

The  risk  factors  summarized  and  detailed  below  could  materially  and  adversely  affect  our  business,  our  financial 
condition, our operating results of operations and the trading price of our common shares. We have categorized the risks we 
face based on whether they arise from our business activities or from the industry in which we operate and listed these based on 
management’s assessment of priority. Where relevant, we have grouped together related risks into the following categories:

◦

Risks related to our FLNG project

■ Delays  and  costs  associated  with  renegotiation  of  our  conversion  contracts  and  capital  expenditure 
commitments with Keppel Shipyard Limited (“Keppel”) could adversely affect our earnings, cash flows 
and financial position; and

■ Given the sophisticated nature of FLNG conversions, we are reliant on a limited number of contractors 

with relevant specialized experience.

◦

Risks related to our revenues

■ Our  operating  revenue  is  dependent  on  a  high  customer  concentration  which  a  loss  of  any  of  our 

customers could have an adverse effect on our earnings and cashflows;

■ Golar Hilli LLC may not result in anticipated profitability or generate sufficient cash flow to justify our 

investment; 

■ We cannot guarantee that full utilization of the full capacity of Hilli will occur or if achieved, continues; 

and

■ We  are  subject  to  certain  risks  with  respect  to  our  contractual  counterparties,  and  failure  of  such 
counterparties to meet their obligations could cause us to suffer losses or otherwise adversely affect our 
business.

1

◦

Risks related to our investments

■ Exposure  to  price  volatility  of  our  investment  in  listed  equity  securities  could  adversely  affect  our 

financial results;

■ Our equity investment in Avenir may not result in anticipated profitability to justify our investment; and
■ Our equity investment in Cool Co is subject to certain risks related to the LNG spot market. 

◦

Risks related to the financing of our business

■ We  may  not  be  able  to  obtain  new  financings,  to  meet  our  obligations  as  they  fall  due  or  to  fund  our 
growth  or  our  future  capital  expenditures,  which  could  negatively  impact  our  results  of  operations, 
financial condition and ability to pay dividends;

■ We guarantee certain indebtedness of our affiliates and external parties. If certain of our affiliates and/or 
external parties are unable to service their debt requirements or comply with certain provisions contained 
in their loan agreements, this may have a material adverse effect on us;

■ Most  of  our  financing  agreements  are  secured  by  our  vessels  and  contain  operating  and  financial 
restrictions  and  other  covenants  that  may  restrict  our  business,  financing  activities  and  ability  to  make 
cash distributions to our shareholders;

■ NFE  has  agreed  to  indemnify  us  pursuant  to  the  Golar  Partners  and  Hygo  Omnibus  Agreements.  The 
inability  of  NFE  to  satisfy  its  indemnity  obligations  to  us  could  have  a  material  adverse  effect  on  our 
financial condition and results of operations;

■ If the Hilli letter of credit (the “LC”) is not extended, the earnings and financial condition of Golar Hilli 

Corp. (“Hilli Corp”) could suffer;

■ We  are  exposed  to  volatility  in  the  London  Interbank  Offered  Rate  (“LIBOR”),  and  the  derivative 
contracts  we  have  entered  into  to  hedge  our  exposure  to  fluctuations  in  interest  rates  could  result  in 
higher than market interest rates and charges against our income;

■ Servicing  our  debt  agreements  substantially  limits  our  funds  available  for  other  purposes  and  our 

operational flexibility; and

■ Our  consolidated  lessor  variable  interest  entities  (“VIEs”)  may  enter  into  different  financing 

arrangements, which could affect our financial results.

◦

Risks related to our operations

■ A cyber-attack could materially disrupt our business;
■ A  substantial  increase  in  operating  costs  could  have  a  material  adverse  effect  on  our  financial 

performance;

■ Marine  transportation  and  oil  production  are  inherently  risky,  and  our  operations  face  several  industry 
risks and events which could cause damage or loss of a vessel, loss of life or environmental consequences 
that could harm our reputation and ongoing business operations;

■ Failure to comply with the U.S. Foreign Corrupt Practices Act, the UK Bribery Act and other anti-bribery 
legislation  in  other  jurisdictions  could  result  in  fines,  criminal  penalties,  contract  terminations  and  an 
adverse effect on our business;

■ Vessel values may fluctuate substantially and, if these values are lower at a time when we are attempting 

to dispose of vessels, we may incur a loss;

■ We will have to make additional contributions to our pension scheme because it is underfunded;
■ We  are  exposed  to  U.S.  dollar  and  foreign  currency  fluctuations  and  devaluations  that  could  harm  our 

reported revenue and results of operations;

■ We may be unable to attract and retain key personnel, which may negatively impact the effectiveness of 

our management and our results of operations; and

■ We  may  be  subject  to  litigation  that,  if  not  resolved  in  our  favor  and  not  sufficiently  insured  against, 

could have a material adverse effect on us.

◦

Risks related to our industry

■ Our results of operations and financial condition depend on demand for LNG, LNG carriers, FSRUs and 

FLNGs;

■ Maritime claimants could arrest our vessels, which could interrupt our cash flow;
■ Political,  governmental  and  economic  instability  and  sanctions  or  embargoes  imposed  by  the  U.S.  or 

other governmental authorities could adversely affect our business;

■ Our operations are subject to extensive and changing laws, regulation and reporting requirement, which 

may have an adverse effect on our business;

■ Climate change and greenhouse gas restrictions may adversely impact our operations and markets; and

2

■ Increasing scrutiny and changing expectations from investors, lenders and other market participants with 
respect to our Environmental, Social and Governance (“ESG”) policies may impose additional costs on 
us or expose us to additional risks.

◦

Risks related to our common shares

■ The declaration and payment of dividends is at the discretion of our board of directors;
■ If we fail to meet the expectations of analysts or investors, our share price could decline substantially;
■ Our common share price may be highly volatile and future sales of our common shares could cause the 
market price of our common shares to decline and could lead to a loss of all or part of a shareholder's 
investment;

■ We may issue additional common shares or other equity securities without our shareholders’ approval, 
which would dilute their ownership interests and may depress the market price of our common shares;
■ Because  we  are  a  Bermuda  corporation,  our  shareholders  may  have  less  recourse  against  us  or  our 

directors than shareholders of a U.S. company have against the directors of that U.S. company; and

■ Because our offices and most of our assets are outside the U.S., our shareholders may not be able to bring 

a suit against us, or enforce a judgment obtained against us in the U.S.. 

◦

Risks related to tax

■ As  a  Bermuda  exempted  company  incorporated  under  Bermuda  law  with  subsidiaries  in  the  Marshall 
Islands  and  other  offshore  jurisdiction,  our  operations  may  be  subject  to  economic  substance 
requirements;

■ A change in tax laws in any country in which we operate could adversely affect us;
■ We  could  be  treated  as  or  become  a  passive  foreign  investment  company  (“PFIC”),  which  could  have 

adverse U.S. federal income tax consequences to U.S. shareholders;

■ We may have to pay tax on U.S. source income, which would reduce our earnings; and
■ We may become subject to taxation in Bermuda which would negatively affect our results.

Risks related to our FLNG project

•

Delays and costs associated with renegotiation of our conversion contracts and capital expenditure commitments with 
Keppel could adversely affect our earnings, cash flows and financial position.

In February 2019, we entered into a 20-year Lease and Operate Agreement (the “LOA”) with BP Mauritania Investments 
Ltd (“BP”) for the charter of the FLNG unit, the Gimi, to service the Gimi GTA Project, which was expected to commence 
operations under the LOA in 2022. In April 2020, we announced the receipt of a written notification of a FM claim from 
BP that due to the global outbreak of COVID-19, it was unable to be ready to receive the Gimi in 2022, instead delaying 
acceptance by 11 months. There is currently no FM, however, we cannot guarantee that there will not be further delays on 
the Gimi GTA Project.

The LOA further provides both parties with the right to suspend or terminate the agreement under certain circumstances 
after performance has begun, including as a result of a prolonged FM event. Should we be unable to meet our obligations 
under  the  LOA  in  a  manner  that  gives  rise  to  a  right  to  terminate  the  agreement  by  BP,  we  could  be  obligated  to  pay 
substantial  damages  to  BP  which  would  have  a  negative  impact  on  our  earnings,  cash  flow  and  financial  condition  and 
could make it difficult to induce counterparties to contract with us for future FLNG conversions. 

The $700 million debt facility agreement that we entered into in October 2019 to finance the Gimi conversion was expected 
to be drawn down in line with our contractual capital expenditure requirements. Changes to the overall Gimi project budget 
following the agreed revised project schedule with BP was minimal. However, we cannot guarantee that there will not be 
further delays on the cash inflows from the $700 million debt facility, which could result to delayed vessel delivery and the 
related commencement of operations. 

3

•

Given the sophisticated nature of FLNG conversions, we are reliant on a limited number of contractors with relevant 
specialized experience.

The highly technical work related to FLNG conversions can only be performed by a limited number of contractors, and due 
to  the  new  nature  of  the  technology,  only  a  very  limited  number  of  contractors  have  relevant  experience  with  FLNG 
conversions. Accordingly, a change of contractors for any reason would likely result in higher costs and a significant delay 
to our delivery schedules. In addition, given the novelty of our FLNG conversion projects, the completion of retrofitting 
our vessels as FLNG vessels could be subject to risks of significant cost overruns. If the shipyard is unable to deliver any 
converted FLNG vessel on time, we might be unable to perform our obligations under the related charter terms. 

Furthermore,  if  any  future  FLNG  vessels,  once  converted,  are  not  able  to  meet  certain  performance  requirements  or 
perform as intended, we may have to accept reduced charter rates or we may not be able to charter the converted FLNG 
vessel at all. Either of these possibilities would have a negative impact, which could be significant, on our cash flows and 
earnings.

Risks related to our revenues

•

Our  operating  revenue  is  dependent  on  a  high  customer  concentration  wherein  a  loss  of  any  of  our  customers  could 
have an adverse effect on our earnings and cashflows.

On January 26, 2022, Golar and Cool Co entered into a share purchase agreement (the “Vessel SPA”) under which Cool 
Co acquired eight modern Tri-Fuel Diesel Electric (“TFDE”) LNG vessels, namely the Golar Seal, Golar Crystal, Golar 
Bear,  Golar  Frost,  Golar  Glacier,  Golar  Snow,  Golar  Kelvin,  Golar  Ice  and  Cool  Pool  Limited,  the  fleet's  commercial 
management  company  (the  “Disposal  Group”),  from  Golar.  Following  the  completion  of  the  transactions  contemplated 
under Vessel SPA, our future revenues are now derived from a limited number of customers. The loss of a key customer or 
a substantial decline in the amount of services requested by a key customer, or the inability of a customer to pay for our 
services,  could  have  a  material  adverse  effect  on  our  earnings  and  financial  condition.  We  could  lose  a  customer  or  the 
benefits of a contract if: 

•
•
•

•

•

the customer fails to make payments because of its financial inability, disagreements with us or otherwise; 
we breach the relevant contract and the customer exercises certain rights to terminate the contract; 
the customer terminates the contract because we fail to deliver the vessel or service within a fixed period of time, 
the vessel is lost or damaged beyond repair or prolonged periods of off-hire, or we default under the contract; 
the  customer  terminates  the  contract  due  to  prolonged  FM  affecting  the  customer,  including  damage  to  or 
destruction  of  relevant  facilities,  war  or  geopolitical  unrest  preventing  us  from  performing  services  for  that 
customer; or 
the customer becomes subject to sanction laws which directly or indirectly prohibit our ability to lawfully charter 
our vessel to such customer. 

If  we  lose  a  key  customer  or  if  a  customer  exercises  its  right  to  terminate  the  charter,  we  may  be  unable  to  acquire  an 
adequate replacement which could have a material adverse effect on our earnings and financial condition. 

•

Golar Hilli LLC may not result in anticipated profitability or generate sufficient cash flow to justify our investment. 

In July 2018, we, Keppel and Black & Veatch Corporation (“B&V”) completed the sale of 50% of the common units in 
Golar Hilli LLC (“Hilli LLC”), the disponent owner of the Hilli, to Golar Partners. However, we still hold a significant 
portion of the outstanding ownership interests in Hilli LLC. The retained interests expose us to risks that we may:

•

•

•
•

•
•

fail  to  obtain  the  benefits  of  the  Liquefication  Tolling  Agreement  (the  “LTA”)  if  Perenco  Cameroon  S.A. 
(“Perenco”) and Société Nationale des Hydrocarbures (“SNH”) (together the “Customer”) exercises certain rights 
to terminate the charter upon the occurrence of specified events of default;  
fail  to  obtain  the  benefits  of  the  LTA  if  the  Customer  fails  to  make  payments  under  the  LTA  because  of  its 
financial inability, disagreements with us or otherwise;  
incur or assume unanticipated liabilities, losses or costs;  
be required to pay damages to the Customer or suffer a reduction in the tolling fee in the event that the Hilli fails 
to perform to certain specifications;
incur other significant charges, such as asset devaluation or restructuring charges; or
be unable to re-charter the Hilli on another long-term charter at the end of the LTA.

4

• We cannot guarantee that full utilization of the full capacity of Hilli will occur or, if achieved, continues.

In July 2021, we signed an agreement with the Customer to increase the utilization of Hilli by 0.2 million tons of LNG, 
commencing in January 2022, from base capacity of 1.2 million tons. The Customer was also granted an option to increase 
capacity utilization of Hilli by up to 0.4 million tons of LNG per year from January 2023 through to the end of the current 
contract term in 2026, which must be declared by the Customer in July 2022. The remaining capacity of the Hilli is not yet 
contracted.

Even if we were able to contract for utilization of the full capacity of the Hilli, we cannot guarantee that the full utilization 
would continue for any extended period. If we are unable to achieve utilization of full capacity, or to maintain utilization of 
full capacity in the future, such inability could have a significant effect on our earnings and financial condition. 

• We are subject to certain risks with respect to our contractual counterparties, and failure of such counterparties to meet 

their obligations could cause us to suffer losses or otherwise adversely affect our business.

We  have  entered  into  agreements  for  the  provision  of  certain  technical,  crew,  commercial,  corporate  secretarial  and 
transition services and have subcontracted the provision of certain services to external parties. Such agreements subject us 
to subcontractor counterparty risks. The ability of each of our subcontractor counterparty to perform its obligations under a 
contract  with  us  will  depend  on  a  number  of  factors  that  are  beyond  our  control  and  may  include,  among  other  things, 
general  economic  conditions,  the  overall  financial  condition  of  our  subcontractor  counterparty,  the  condition  of  the 
maritime  and  offshore  industries  and  work  stoppages  or  other  labor  disturbances.  Should  our  subcontractor  counterparty 
fail  to  honor  its  obligations  under  agreements  with  us,  we  could  sustain  significant  losses,  which  could  have  a  material 
adverse effect on our business, reputation, financial condition, results of operations and cash flow. 

Risks related to our investments

•

Exposure to price volatility of our investment in listed equity securities could adversely affect our financial results.

Upon  completion  of  the  disposal  of  our  equity  investment  in  Hygo,  we  received  18.6  million  shares  of  NFE  Class  A 
common stock (“NFE common stock”) and $50.0 million in cash as purchase considerations. Should the price of our NFE 
common stock decline materially from the share price at closing of the Hygo merger, our cash flows, financial condition 
and results of operations could be adversely affected. 

•

Our equity investment in Avenir may not result in anticipated profitability to justify our investment.

As of December 31, 2021, we invested $42.8 million in Avenir, a joint venture with Stolt-Nielsen Ltd (“Stolt Nielsen”) (an 
entity  affiliated  with  our  director  Niels  Stolt  Nielsen)  and  Höegh  LNG  Holdings  Ltd  (“Höegh”)  for  the  pursuit  of 
opportunities in small-scale LNG. The value of our investment and the income generated from our investment are subject 
to a variety of risks, including, among others, the inability of the joint venture partners to successfully work together in the 
shared  management  of  Avenir,  inability  of  Avenir  to  identify  and  enter  into  appropriate  projects,  inability  of  Avenir  to 
obtain sufficient financing for any project it identifies, failure of small-scale LNG projects that Avenir has invested in, and 
other industry, regulatory, economic and political risks impacting Avenir's operations.

•

Our equity investment in Cool Co is subject to certain risks related to the LNG spot market. 

On the completion of the transactions contemplated under the Cool Co Vessel SPA, we kept a 31.3% shareholding in Cool 
Co. Given the limited operating history of Cool Co, which may not be sufficient for a potential charterers to evaluate the 
viability  of  the  company's  business,  it  may  be  difficult  for  Cool  Co  to  induce  new  customers.  If  Cool  Co  is  not  able  to 
compete successfully and win new contracts, our earnings through our equity pick up of the results of Cool Co, could be 
adversely  affected.  A  sustained  decline  in  charter  or  spot  rates  or  a  failure  by  Cool  Co  to  successfully  charter  its 
participating  vessels  could  have  a  material  adverse  effect  on  our  results  of  operations  and  Cool  Co's  ability  to  meet  its 
financing obligations. 

5

Risks related to the financing of our business

• We may not be able to obtain new financing, to meet our obligations as they fall due or to fund our growth or our future 
capital  expenditures,  which  could  negatively  impact  our  results  of  operations,  financial  condition  and  ability  to  pay 
dividends.

In order to fund future projects, increased working capital levels or other capital expenditures, we may be required to use 
cash from operations, incur additional borrowings or raise capital through the sale of debt or additional equity securities. 
Our  ability  to  do  so  may  be  limited  by  our  financial  condition  at  the  time  of  such  financing  or  offering,  as  well  as  by 
adverse  market  conditions  resulting  from,  among  other  things,  general  economic  conditions  and  contingencies  and 
uncertainties  that  are  beyond  our  control.  Our  failure  to  obtain  funds  for  future  capital  expenditures  could  impact  our 
results  of  operations,  financial  condition  and  our  ability  to  pay  dividends.  Furthermore,  our  ability  to  access  capital,  the 
overall economic conditions and our ability to secure charters on a timely basis could limit our ability to fund our growth 
plans  and  capital  expenditures.  If  we  are  successful  in  issuing  equity  in  order  to  raise  capital,  the  issuance  of  additional 
equity  securities  would  dilute  shareholders'  equity  interest  in  us  and  reduce  any  pro  rata  dividend  payments  without  a 
commensurate increase in cash allocated to dividends, if any. Even if we are successful in obtaining bank financing, paying 
debt service would limit cash available for working capital and increasing our indebtedness could have a material adverse 
effect on our business, results of operations, cash flows, financial condition and ability to pay dividends. 

As a result of concerns about the stability of financial markets generally, and the solvency of counterparties, the availability 
and cost of obtaining money from the public and private equity and debt markets has become more difficult. Many lenders 
have increased interest rates, enacted tighter lending standards, refused to refinance existing debt at all or on terms similar 
to  current  debt,  and  reduced,  and  in  some  cases  ceased,  to  provide  funding  to  borrowers  and  other  market  participants, 
including equity and debt investors, and some have been unwilling to invest on attractive terms or even at all. Due to these 
factors, we cannot be certain that financing will be available if needed and to the extent required, or that we will be able to 
refinance our existing and future credit facilities, on acceptable terms or at all. 

• We  guarantee  certain  indebtedness  of  our  affiliates  and  external  parties.  If  certain  of  our  affiliates  and/or  external 
parties  are  unable  to  service  their  debt  requirements  or  comply  with  certain  provisions  contained  in  their  loan 
agreements, this may have a material adverse effect on us.

We  entered  into  certain  agreements  to  provide  stand-ready  guarantees  to  certain  banks  in  connection  with,  commercial 
bank  indebtedness,  charter  agreements  and  certain  taxes  losses,  claims,  damages  or  liabilities  imposed  by  governmental 
authorities  of  our  affiliates  and  external  parties,  including  Golar  Partners,  Hygo  and  Cool  Co.  Failure  by  any  of  our 
affiliates and/or external parties to service their debt requirements and comply with any provisions contained in their loan 
agreements  or  the  charter  agreements,  including  paying  scheduled  installments  and  complying  with  certain  financial 
covenants, may lead to an event of default under the related loan or charter agreements. In such case, we would need to 
satisfy  the  obligations  or  indemnify  the  losses  of  the  respective  affiliate  and/or  external  party.  Additionally,  if  a  default 
occurs  under  the  debt  agreements  of  our  affiliated  companies  and/or  external  parties,  the  lenders  could  accelerate  the 
outstanding  borrowings  and  declare  all  amounts  outstanding  due  and  payable.  In  this  case,  if  such  entities  are  unable  to 
obtain a waiver or an amendment to the applicable provisions of the debt agreements, or do not have enough cash on hand 
to repay the outstanding borrowings, the lenders may, among other things, foreclose their liens on the respective assets, or 
seek repayment of the loan from such entities or from us under the guarantee.  

In addition, certain of our debt agreements contain cross-default provisions that may be triggered if the entities described 
above default under the terms of certain of their debt agreements. In the event of a default by such entities and the refusal 
of  a  lender  or  lessor  to  grant  or  extend  a  waiver,  as  applicable,  the  lenders  under  certain  of  our  debt  agreements  could 
determine that we are in default under those debt agreements even if the lenders have waived covenant defaults of such 
entities  under  the  respective  agreements.  Such  cross-defaults  could  result  in  the  acceleration  of  the  maturity  of  the  debt 
under our agreements and our lenders may foreclose upon any collateral securing that debt, including our vessels units and 
other assets, even if such default was subsequently cured. In the event of such acceleration and foreclosure, we may not 
have  sufficient  funds  or  other  assets  to  satisfy  all  of  our  obligations.  Further,  such  acceleration  and  foreclosure  and  the 
results thereof may reduce our ability to obtain future credit from certain lenders. 

The  occurrence  of  any  of  the  events  described  above  would  have  a  material  adverse  effect  on  our  business,  results  of 
operations  and  financial  condition,  would  significantly  reduce  our  ability  or  make  us  unable  to  pay  dividends  to  our 
shareholders for so long as such default is continuing, and may impair our ability to continue as a going concern.

6

• Most of our financing agreements are secured by our vessels and contain operating and financial restrictions and other 

covenants that may restrict our business, financing activities and ability to make cash distributions to our shareholders.

Most of our obligations are secured by certain of our vessels and guaranteed by our subsidiaries holding the interests in our 
vessels. Our loan agreements impose, and future financial obligations may impose, operating and financial restrictions on 
us. These restrictions may require the consent of our lenders, or may prevent or otherwise limit our ability to, among other 
things: merge into, or consolidate with, any other entity or sell, or otherwise dispose of, all or substantially all of our assets; 
make or pay equity distributions; incur additional indebtedness; incur or make any capital expenditures; materially amend, 
or terminate, any of our current charter contracts or management agreements; or charter our vessels.

Our  loan  agreements  and  lease  financing  arrangements  also  require  us  to  maintain  specific  financial  ratios,  including 
minimum amounts of unrestricted cash, minimum ratios of current assets to current liabilities (excluding but not limited to 
the current portion of long-term debt, VIE balances), minimum levels of stockholders’ equity and maximum loan amounts 
to  value.  If  we  were  to  fail  to  maintain  these  levels  and  ratios  without  obtaining  a  waiver  of  covenant  compliance  or 
modification to our covenants, we would be in default of our loans and lease financing agreements, which, unless waived 
by our lenders, could provide our lenders with the right to require us to increase the minimum value held by us under our 
equity  and  liquidity  covenants,  increase  our  interest  payments,  pay  down  our  indebtedness  to  a  level  where  we  are  in 
compliance with our loan covenants, sell vessels in our fleet or reclassify our indebtedness as current liabilities and could 
allow our lenders to accelerate our indebtedness and foreclose their liens on our vessels, which could result in the loss of 
our vessels. If our indebtedness is accelerated, we may not be able to refinance our debt or obtain new financing, which 
would impair our ability to continue to conduct our business.

Events beyond our control, including changes in the economic and business conditions in the shipping industry in which 
we  operate,  interest  rate  developments,  changes  in  the  funding  costs  of  our  banks,  changes  in  vessel  earnings  and  asset 
valuations,  outbreaks  of  epidemic  and  pandemic  of  diseases  and  war  or  geopolitical  unrest,  may  affect  our  ability  to 
comply  with  these  financial  covenants.  We  cannot  provide  any  assurance  that  we  will  continue  to  meet  these  ratios  or 
satisfy our financial or other covenants or that our lenders will waive any failure to do so.

•

NFE has agreed to indemnify us pursuant to the Golar Partners and Hygo Omnibus Agreements. The inability of NFE 
to satisfy its indemnity obligations to us could have a material adverse effect on our financial condition and results of 
operations.

Pursuant  to  the  Golar  Partners  and  Hygo  Omnibus  Agreements,  we  are  indemnified  by  NFE  for  certain  losses  we  may 
incur  in  connection  with  providing  guarantees  and  counter  indemnities  under  certain  contracts  covered  by  the  Golar 
Partners and Hygo Omnibus Agreements.

NFE’s ability to make payments to us under the Golar Partners Omnibus Agreement and the Hygo Omnibus Agreement 
may be affected by events beyond either of the control of NFE or us, including prevailing economic, financial, geopolitical 
and industry conditions. If NFE is unable to meet its indemnification obligations to us under the Golar Partners Omnibus 
Agreement  or  the  Hygo  Omnibus  Agreement,  our  financial  condition,  results  of  operations  and  ability  to  make  cash 
distributions to shareholders could be materially adversely affected.

•

If the Hilli LC is not extended, the earnings and financial condition of Hilli Corp could suffer.

Pursuant to the terms of the LTA, Golar obtained a LC issued by a financial institution that guarantees certain payments 
Hilli  Corp,  a  wholly  owned  subsidiary,  is  required  to  make  under  the  LTA.  The  LC  was  set  to  expire  on  December  31, 
2019, but it automatically extends for successive one-year periods until the tenth anniversary of the acceptance of the Hilli 
to  perform  the  agreed  services  for  the  project,  unless  the  financial  institution  elects  to  not  extend  the  LC.  The  financial 
institution may elect to not extend the LC by giving notice at least ninety days prior to December 31 in any subsequent 
year. If the LC (i) ceases to be in effect or (ii) the financial institution elects to not extend it, unless replacement security for 
payment is provided within a certain time, then the LTA may be terminated and Hilli Corp may be liable for a termination 
fee of up to $125 million. Accordingly, if the financial institution elects at some point in the future to not extend the LC, 
Hilli Corp's financial condition could be materially and adversely affected.

7

• We  are  exposed  to  volatility  in  LIBOR  and  the  derivative  contracts  we  have  entered  into  to  hedge  our  exposure  to 

fluctuations in interest rates could result in higher than market interest rates and charges against our income.

LIBOR is the subject of recent national, international and other regulatory guidance and proposals for reform. In March 
2021, the UK Financial Conduct Authority, which regulates LIBOR, announced that it will cease the publication of LIBOR 
after December 31, 2021, except for certain tenors of U.S. dollar LIBOR which will cease publication after June 30, 2023. 
It is unclear whether an extension will be granted or new methods of calculating LIBOR will be established such that it 
continues to exist after the scheduled expiration dates, or if alternative rates will be adopted. Global regulators are working 
with the financial sector to transition away from the use of LIBOR and towards the adoption of alternative reference rates. 
The impact of such transition away from LIBOR could be significant for us because of our substantial indebtedness.

While the agreements governing our revolving facilities and secured term loan facilities provide for an alternate method of 
calculating interest rates if a LIBOR rate is unavailable, once LIBOR ceases to exist, there may be adverse impacts on the 
financial markets generally and interest rates on borrowings under our revolving facilities and secured term loan facilities 
may be materially adversely affected.

In addition, we may need to renegotiate certain LIBOR-based revolving credit facilities, term loan facilities, interest rate 
swaps and finance lease facilities, which could adversely impact our cost of debt. There can be no assurance that we will be 
able to modify existing documentation or renegotiate existing transactions before the discontinuation of U.S. dollar LIBOR 
tenors by June 30, 2023.

•

Servicing our debt agreements substantially limits our funds available for other purposes and our operational flexibility.

Our  ability  to  service  our  indebtedness  will  depend  upon,  among  other  things,  our  future  financial  and  operating 
performance, which will be affected by prevailing economic conditions and financial, regulatory, war or geopolitical unrest 
and  other  factors,  some  of  which  are  beyond  our  control.  If  our  operating  income  is  not  sufficient  to  service  our 
indebtedness,  we  will  be  forced  to  take  actions,  such  as  reducing  or  delaying  our  business  activities,  acquisitions, 
investments or capital expenditures, selling assets, restructuring or refinancing our debt or seeking additional equity capital. 
We may not be able to effect any of these remedies on satisfactory terms, or at all. In addition, a lack of liquidity in the debt 
and equity markets could hinder our ability to refinance our debt or obtain additional financing on favorable terms in the 
future.

•

Our  consolidated  lessor  VIEs,  may  enter  into  different  financing  arrangements,  which  could  affect  our  financial 
results.

Following the sale and leaseback transactions we have entered into with certain affiliates of Chinese financial institutions 
that are determined to be lessor VIEs, where we are deemed to be the primary beneficiary, we are required by U.S. GAAP 
to consolidate these lessor VIEs into our financial results. Although consolidated into our results, we have no control over 
the  funding  arrangements  negotiated  by  these  lessor  VIEs  such  as  interest  rates,  maturity  and  repayment  profiles.  The 
funding arrangements negotiated by these lessor VIEs could adversely affect our financial accounting results.

As of April 14, 2022 and subsequent to the completion of the transactions contemplated under the Cool Co Vessel SPA, we 
have deconsolidated seven of our eight lessor VIEs. For additional detail refer to note 5 “Variable Interest Entities” and 
note 30 “Subsequent events” of our consolidated financial statements included herein. 

Risks related to our operations

•

A cyber-attack could materially disrupt our business.

We rely on information technology systems and networks in our operations and the administration of our business. Cyber-
attacks  have  increased  in  number  and  sophistication  in  recent  years.  Our  operations  could  be  targeted  by  individuals  or 
groups  seeking  to  sabotage  or  disrupt  our  information  technology  systems  and  networks,  or  to  steal  data.  A  successful 
cyber-attack could materially disrupt our operations, including the safety of our operations, or lead to unauthorized release 
of  information  or  alteration  of  information  on  our  systems.  Any  such  attack  or  other  breaches  of  our  information 
technology systems could have a material adverse effect on our business and results of operations.

8

•

A substantial increase in operating costs could materially and adversely affect our financial performance.

Our  vessel  operating  expenses  and  dry-dock  capital  expenditures  depends  on  a  variety  of  factors,  including  crew  costs, 
provisions, deck and engine stores and spares, lubricating oil, insurance, maintenance and repairs and shipyard costs, many 
of which are beyond our control and affect the entire shipping industry. 

While  we  do  not  bear  the  cost  of  fuel  under  our  time  charters,  fuel  is  a  significant,  if  not  the  largest,  expense  in  our 
operations when our vessels are operating under voyage charters, are idling during periods of commercial waiting time or 
when positioning or repositioning before or after a time charter. The price and supply of fuel is unpredictable and fluctuates 
based  on  events  outside  of  our  control,  including,  supply  and  demand  for  oil  and  gas,  actions  by  the  Organization  of 
Petroleum  Exporting  Countries  and  other  oil  and  gas  producers,  war  and  unrest  in  oil  and  gas  producing  countries  and 
regions, regional productions patterns and environmental concerns. Fuel costs may fluctuate significantly, and if costs rise, 
they could materially and adversely affect our results of operations.

• Marine transportation and oil production are inherently risky and our operations face several industry risks and events 
which  could  cause  damage  or  loss  of  a  vessel,  loss  of  life  or  environmental  consequences  that  could  harm  our 
reputation and ongoing business operations.

Our vessels and their cargoes are at risk of being damaged or lost because of events such as marine disasters, outbreaks of 
epidemic  and  pandemic  diseases,  acts  of  piracy,  environmental  accidents,  bad  weather,  mechanical  failures,  grounding, 
fire,  explosions  and  collisions,  human  error,  national  emergency  and  war  and  terrorism.  Incidents  such  as  these  have 
historically affected companies in our industry, and such an event or accident involving any of our vessels could result in 
any of the following:

•
•
•

•
•
•
•
•

death or injury to persons, loss of property or environmental damage;
delays in the delivery of cargo;
the inability to complete scheduled engine overhauls, routine maintenance work, vessel inspections, certifications 
by class societies and management of equipment malfunctions;
loss of revenues from or termination of charter contracts;
governmental fines, penalties or restrictions on conducting business;
a government requisitioning for title or seizing our vessels (e.g. in a time of war or national emergency);
higher insurance rates; and
damage to our reputation and customer relationships generally.

Any of these circumstances or events could increase our costs or lower our revenues. In particular:

•

•

•

•

•

although we carry insurance, all risks may not be adequately insured against, and any claim may not be paid. Any 
claims covered by insurance would be subject to deductibles, and since it is possible that a large number of claims 
may be brought, the aggregate amount of these deductibles could be material; 
if piracy attacks, military action or war results in regions in which our vessels are deployed being characterized as 
“war  risk”  zones  by  insurers  or  the  Joint  War  Committee  “war  and  strikes”  listed  areas,  premiums  payable  for 
such coverage could increase significantly and such insurance coverage may be more difficult to obtain; 
certain of our insurance coverage is maintained through mutual protection and indemnity associations and, as a 
member  of  such  associations,  we  may  be  required  to  make  additional  payments  over  and  above  budgeted 
premiums if member claims exceed association reserves;
if our vessels suffer damage, they may need to be repaired. The costs of vessel repairs are unpredictable and can 
be  substantial.  We  may  have  to  pay  repair  costs  that  our  insurance  policies  do  not  cover.  The  loss  of  earnings 
while  these  vessels  are  being  repaired,  as  well  as  the  actual  cost  of  these  repairs,  would  decrease  our  results  of 
operations; and 
if  one  of  our  vessels  were  involved  in  an  accident  with  the  potential  risk  of  environmental  contamination,  the 
resulting media coverage could have a material adverse effect on our business, our results of operations and cash 
flows, weaken our financial condition and negatively affect our ability to pay distributions. 

9

•

Failure to comply with the U.S. Foreign Corrupt Practices Act, the UK Bribery Act and other anti-bribery legislation in 
other jurisdictions could result in fines, criminal penalties, contract terminations and an adverse effect on our business.

We may operate in several countries throughout the world, including countries known to have a reputation for corruption. 
We  are  committed  to  doing  business  in  accordance  with  applicable  anti-corruption  laws  and  have  adopted  a  code  of 
business conduct and ethics which is consistent and in full compliance with the U.S. Foreign Corrupt Practices Act of 1977 
(“FCPA”),  and  the  Bribery  Act  2010  of  the  UK  (“UK  Bribery  Act”).  We  are  subject,  however,  to  the  risk  that  we,  our 
affiliated entities or our or their respective officers, directors, employees and agents may take actions determined to be in 
violation  of  such  anti-corruption  laws,  including  the  FCPA  and  the  UK  Bribery  Act.  Any  such  violation  could  result  in 
substantial  fines,  sanctions,  civil  and/or  criminal  penalties,  curtailment  of  operations  in  certain  jurisdictions,  and  might 
adversely  affect  our  business,  results  of  operations  or  financial  condition.  In  addition,  actual  or  alleged  violations  could 
damage  our  reputation  and  ability  to  do  business.  Furthermore,  detecting,  investigating,  and  resolving  actual  or  alleged 
violations is expensive and can consume significant time and attention of our senior management.

To effectively compete in some foreign jurisdictions, we utilize local agents and/or establish entities with local operators or 
strategic partners. All these activities may involve interaction by our agents with government officials. Even though some 
of our agents or partners may not themselves be subject to FCPA, the UK Bribery Act, or other anti-bribery laws to which 
we  may  be  subjected  to,  if  our  agents  or  partners  make  improper  payments  to  government  officials  or  other  persons  in 
connection with engagements or partnerships with us, we could be investigated and potentially found liable for violation of 
such anti-bribery laws and could incur civil and criminal penalties and other sanctions, which could have a material adverse 
effect on our business and results of operations.

•

Vessel values may fluctuate substantially and, if these values are lower at a time when we are attempting to dispose of 
vessels, we may incur a loss.

Vessel values can fluctuate substantially over time due to several different factors, including:

•
•
•
•
•
•

prevailing economic and market conditions in the natural gas and energy markets;
a substantial or extended decline in demand for LNG;
increases in the supply of vessel capacity without a commensurate increase in demand;
the type, size and age of a vessel; 
competition from more technologically advanced vessels; and
the  cost  of  new  buildings  or  retrofitting  or  modifying  existing  vessels,  as  a  result  of  technological  advances  in 
vessel  design  or  equipment,  changes  in  applicable  environmental  or  other  regulations  or  standards,  customer 
requirements or otherwise.

As  our  vessels  age,  the  expenses  associated  with  maintaining  and  operating  them  are  expected  to  increase,  which  could 
have an adverse effect on our business and operations.

The carrying values of our vessels may not represent their fair market value at any point in time because the market prices 
of  secondhand  vessels  tend  to  fluctuate  with  changes  in  charter  rates  and  the  cost  of  new  build  vessels.  Our  vessels  are 
reviewed  for  impairment  whenever  events  or  changes  in  circumstances  indicate  that  the  carrying  amount  may  not  be 
recoverable. Any impairment charges incurred as a result of declines in charter rates could negatively affect our business, 
financial condition, operating results or the trading price of our common shares. 

Please  refer  to  “Item  5.  Operating  and  Financial  Review  and  Prospects  B.  Liquidity  and  Capital  Resources-Critical 
Accounting Policies and Estimates-Vessel Market Values” for further information.

• We will have to make additional contributions to our pension scheme because it is underfunded.

We  provide  pension  plans  for  certain  of  our  current  and  former  marine  employees.  Members  do  not  contribute  to  the 
pension scheme plans and these pension schemes are closed to any new members. As of December 31, 2021, one of the 
plans is underfunded by $34.8 million. We may need to increase our contributions in order to meet the scheme's liabilities 
as they fall due, or, to reduce the deficit. Such contributions could have a material and adverse effect on our cash flows and 
financial condition.

10

• We are exposed to U.S. dollar and foreign currency fluctuations and devaluations that could harm our reported revenue 

and results of operations.

Our principal currency for our operations and financing is the U.S. dollar. We generate most of our revenues in the U.S. 
dollar. Apart from the U.S. dollar, we incur operating and administrative expenses in multiple currencies. Due to a portion 
of  our  expenses  being  incurred  in  currencies  other  than  the  U.S.  dollar,  our  expenses  may,  from  time  to  time,  increase 
relative to our revenues as a result of fluctuations in exchange rates, particularly between the U.S. dollar and the Euro, the 
British Pound, and the Norwegian Kroner, which could affect our earnings. We use financial derivatives to hedge some of 
our currency exposures. Our use of financial derivatives involves certain risks, including the risk that losses on a hedged 
position could exceed the nominal amount invested in the instrument and the risk that the counterparty to the derivative 
transaction  may  be  unable  or  unwilling  to  satisfy  its  contractual  obligations,  which  could  have  an  adverse  effect  on  our 
results.

• We  may  be  unable  to  attract  and  retain  key  personnel,  which  may  negatively  impact  the  effectiveness  of  our 

management and our results of operations.

Our  success  depends,  to  a  significant  extent,  upon  the  abilities  and  the  efforts  of  our  senior  executives  and  certain  key 
employees.  While  we  believe  that  we  have  an  experienced  team,  the  loss  or  unavailability  of  one  or  more  of  our  senior 
executives  and/or  the  key  employees  for  any  extended  period  of  time  could  have  an  adverse  effect  on  our  business  and 
results of operations.

• We  may  be  subject  to  litigation  that,  if  not  resolved  in  our  favor  and  not  sufficiently  insured  against,  could  have  a 

material adverse effect on us.

We  may  be,  from  time  to  time,  involved  in  various  litigation  matters.  These  matters  may  include,  among  other  things, 
contract  disputes,  personal  injury  claims,  environmental  claims  or  proceedings,  asbestos  and  other  toxic  tort  claims, 
employment matters, governmental claims for taxes or duties and other litigation that arises in the ordinary course of our 
business. 

Although we always intend to defend such matters vigorously, we cannot predict with certainty the outcome or effect of 
any claim or other litigation matter, and the ultimate outcome of any litigation or the potential costs to resolve them may 
have  a  material  adverse  effect  on  us.  Insurance  may  not  be  applicable  or  sufficient  in  all  cases  and/or  insurers  may  not 
remain  solvent,  which  may  have  a  material  adverse  effect  on  our  financial  condition.  Please  read  “Item  8  Financial 
Information-Legal Proceedings and Claims”

Risks related to our industry

•

Our results of operations and financial condition depend on demand for LNG, LNG carriers, FSRUs and FLNGs.

Our results of operations and financial condition depend on continued world and regional demand for LNG, LNG carriers, 
FSRUs and FLNGs, which could be negatively affected by several factors, including but not limited to:

•
•
•

•

•

•

•

•

price and availability of natural gas, crude oil and petroleum products;
increases in the cost of natural gas derived from LNG relative to the cost of natural gas;
decreases in the cost of, or increases in the demand for, conventional land-based regasification and liquefaction 
systems, which could occur if providers or users of regasification or liquefaction services seek greater economies 
of scale than FSRUs or FLNGs can provide, or if the economic, regulatory or political challenges associated with 
land-based activities improve;
further development of, or decreases in the cost of, alternative technologies for vessel-based LNG regasification or 
liquefaction;
increases in the production levels of low-cost natural gas in domestic natural gas consuming markets, which could 
further depress prices for natural gas in those markets and make LNG uneconomical;
increases  in  the  production  of  natural  gas  in  areas  linked  by  pipelines  to  consuming  areas,  the  extension  of 
existing, or the development of new, pipeline systems in markets we may serve, or the conversion of existing non-
natural gas pipelines to natural gas pipelines in those markets;
negative global or regional economic or political conditions, particularly in LNG-consuming regions, could reduce 
energy consumption or its growth;
geopolitical unrest or war;

11

•

•

•
•

•

•

•

•

•

decreases in the consumption of natural gas due to increases in its price relative to other energy sources or other 
factors making consumption of natural gas less attractive;
any  significant  explosion,  spill  or  other  incident  involving  an  LNG  facility  or  carrier,  conventional  land-based 
regasification or liquefaction system, or FSRU or FLNG;
new taxes or regulations affecting LNG production or liquefaction that make LNG production less attractive;
a significant increase in the number of LNG carriers, FSRUs or FLNGs available, whether by a reduction in the 
scrapping of existing vessels or the increase in construction of vessels; 
increases in interest rates or other events that may affect the availability of sufficient financing for LNG projects 
on commercially reasonable terms;
the  inability  of  project  owners  or  operators  to  obtain  governmental  approvals  to  construct  or  operate  LNG 
facilities;
local  community  resistance  to  proposed  or  existing  LNG  facilities  based  on  safety,  environmental  or  security 
concerns;
labor or political unrest affecting existing or proposed areas of LNG production, liquefaction and regasification; 
and
availability of new, alternative energy sources, including compressed natural gas.

Reduced demand for LNG or LNG liquefaction, storage, shipping or regasification, or any reduction or limitation in LNG 
production  capacity,  could  have  a  material  adverse  effect  on  prevailing  charter  rates  or  the  market  value  of  our  vessels, 
which could have a material adverse effect on our results of operations and financial condition.

• Maritime claimants could arrest our vessels, which could interrupt our cash flow.

If we are in default on certain kinds of obligations, such as those to our lenders, crew members, suppliers of goods and 
services  to  our  vessels  or  shippers  of  cargo,  these  parties  may  be  entitled  to  a  maritime  lien  against  one  or  more  of  our 
vessels.  In  many  jurisdictions,  a  maritime  lien  holder  may  enforce  its  lien  by  arresting  a  vessel  through  foreclosure 
proceedings. Under some of our present charters, if the vessel is arrested or detained (for as few as 14 days in the case of 
one of our charters) because of a claim against us, we may be in default of our charter and the charterer may terminate the 
charter. This would negatively impact our revenues and reduce our cash available for distribution to shareholders.

•

Political,  governmental  and  economic  instability  and  sanctions  or  embargoes  imposed  by  the  U.S.  or  other 
governmental authorities could adversely affect our business.

Although  we  conduct  most  of  our  operations  outside  of  the  U.S.,  the  operations  of  certain  of  our  customers  may  be 
adversely  affected  by  changing  economic,  political  and  government  conditions  in  the  countries  and  regions  where  our 
vessels are employed or registered. Moreover, we operate in, and/or are pursuing projects in areas of the world that is likely 
to  be  adversely  impacted  by  the  effects  of  political  conflicts,  including  the  current  political  instability  in  Ukraine, 
Cameroon,  the  Middle  East  and  the  South  China  Sea  region,  terrorist  or  other  attacks,  and  war  (or  threatened  war)  or 
international hostilities. These uncertainties could also adversely affect our ability to obtain additional financing on terms 
acceptable to us or at all. Any of these occurrences could have a material adverse impact on our operating results.

Political instability has also resulted in attacks on vessels, mining of waterways and other efforts to disrupt international 
shipping,  particularly  in  the  Arabian  Gulf  region  and  most  recently  in  the  Black  Sea  in  connection  with  the  conflict 
between  Russia  and  Ukraine.  This  conflict  has  resulted  in  several  countries  and  international  organizations,  such  as  the 
U.S., the UK and the EU, imposing trade and investment sanctions against Russia which are expected to adversely affect 
the global economy. While our vessels and their respective charterers are not directly impacted by these measures, these 
factors  could  also  increase  our  costs  of  conducting  our  business,  particularly  crew,  insurance  and  security  costs,  and 
prevent  or  restrict  us  from  obtaining  insurance  coverage,  all  of  which  have  may  have  a  material  adverse  effect  on  our 
business, financial condition, results of operations and cash flows.

In addition, tariffs, trade embargoes and other economic sanctions by the U.S. or other countries, against countries in which 
we  operate,  or  to  which  we  trade,  or  to  which  we  or  any  of  our  customers,  joint  venture  partners  or  business  partners 
become subjected to, could harm our business. We could be subjected to monetary fines, penalties, or other sanctions, and 
our reputation and the market for our common shares could be adversely affected if we were found to be in a violation of 
sanctions or embargo laws.

Further,  governments  may  turn  to  trade  barriers  to  protect  their  domestic  industries  against  foreign  imports,  thereby 
depressing  shipping  demand.  This  could  have  a  material  adverse  effect  on  our  business,  results  of  operations,  financial 
condition and our ability to pay any cash distributions to our shareholders.

12

•

Our operations are subject to extensive and changing laws, regulations and reporting requirements, which may have an 
adverse effect on our business.

Our  operations  are  affected  by  extensive  and  changing  laws,  regulations  and  reporting  requirements  that  could  create 
greater reporting obligations and compliance requirements. Whilst the regulatory environment continues to evolve, we have 
invested  in,  and  intend  to  continue  to  invest  in,  reasonably  necessary  resources  to  comply  with  evolving  standards  and 
maintain high standards of corporate governance and public disclosure. Compliance with and limitations imposed by these 
laws, regulations, treaties, conventions, and other requirements, and any future additions or changes to such environmental, 
health,  safety  and  maritime  conduct  laws  or  requirements  applicable  to  international  and  national  maritime  trade,  may 
increase our costs and/or limit our operations and have an adverse effect on our business. Failure to comply can result in 
administrative  and  civil  penalties,  criminal  sanctions  or  the  suspension  or  termination  of  our  operations,  including,  in 
certain instances, seizure or detention of our vessels. 

•

Climate change and greenhouse gas restrictions may adversely impact our operations and markets.

An  increasing  concern  for,  and  focus  on  climate  change  has  promoted  extensive  existing  and  proposed  international, 
national and local regulations intended to reduce greenhouse gas emissions (including from various jurisdictions and the 
International  Maritime  Organization  (the  “IMO”).  These  regulatory  measures  may  include  the  adoption  of  cap-and-trade 
regimes, carbon taxes, increased efficiency standards and incentives or mandates for renewable energy. Compliance with 
changes  in  laws  and  regulations  relating  to  climate  change  could  increase  our  costs  of  operating  and  maintaining  our 
vessels and could require us to make significant financial expenditures that we cannot predict with certainty at this time.

Adverse  effects  upon  the  oil  and  gas  industry  relating  to  climate  change,  including  growing  public  concern  about  the 
environmental  impact  of  climate  change,  may  also  influence  demand  for  our  services.  Any  long-term  material  adverse 
effect on the oil and gas industry could have a significant financial and operational adverse impact on our business that we 
cannot predict with certainty at this time. 

•

Increasing scrutiny and changing expectations from investors, lenders and other market participants with respect to our 
Environmental, Social and Governance (“ESG”) policies may impose additional costs on us or expose us to additional 
risks.

We may face increasing pressures from investors, lenders and other market participants, who are increasingly focused on 
climate  change,  to  prioritize  sustainable  energy  practices,  reduce  our  carbon  footprint  and  promote  sustainability.  As  a 
result,  we  may  be  required  to  implement  more  stringent  ESG  procedures  or  standards  so  that  our  existing  and  future 
investors and lenders remain invested in us and make further investments in us, especially given the highly focused and 
specific trade of liquefaction, transportation and regasification of LNG in which we are engaged. If we do not meet these 
standards, our business and/or our ability to access capital could be harmed.

Additionally,  certain  investors  and  lenders  may  exclude  companies  engaged  in  the  liquefaction,  transportation  and 
regasification of LNG, such as us, from their investing portfolios altogether due to ESG factors. These limitations in both 
the debt and equity capital markets may affect our ability to grow as our plans for growth may include accessing the equity 
and debt capital markets. If those markets are unavailable, or if we are unable to access alternative means of financing on 
acceptable  terms,  or  at  all,  we  may  be  unable  to  implement  our  business  strategy,  which  would  have  a  material  adverse 
effect on our financial condition and results of operations and impair our ability to service our indebtedness. Further, it is 
likely that we will incur additional costs and require additional resources to monitor, report and comply with wide ranging 
ESG  requirements.  The  occurrence  of  any  of  the  foregoing  could  have  a  material  adverse  effect  on  our  business  and 
financial condition.

13

Risks related to our common shares

•

The declaration and payment of dividends is at the discretion of our board of directors.

The  declaration  and  payment  of  dividends  to  holders  of  our  common  shares  will  be  at  the  discretion  of  our  board  of 
directors in accordance with applicable law. In determining whether to declare and pay a dividend, our board of directors 
will  take  into  account  various  factors,  including  actual  results  of  operations,  liquidity  and  financial  condition,  net  cash 
provided by operating activities, restrictions imposed by applicable law, our taxable income, our operating expenses and 
other  factors  our  board  of  directors  deem  relevant.  There  can  be  no  assurance  that  we  will  continue  to  pay  dividends  in 
amounts or on a basis consistent with prior distributions to our investors, if at all. Because we are a holding company and 
have no direct operations, we will only be able to pay dividends from our available cash on hand and any funds we receive 
from  our  subsidiaries  and  our  ability  to  receive  distributions  from  our  subsidiaries  may  be  limited  by  the  financing 
agreements to which they are subject.

•

If we fail to meet the expectations of analysts or investors, our share price could decline substantially.

In some quarters, our results may be below analysts’ or investors’ expectations. If this occurs, the price of our common 
stock  could  decline.  Important  factors  that  could  cause  our  revenue  and  operating  results  to  fluctuate  from  quarter  to 
quarter or year on year, include, but are not limited to:

•
•

prevailing economic and market conditions in the natural gas and energy markets;
negative global or regional economic or political conditions, particularly in LNG-consuming regions, which could 
reduce energy consumption or its growth;
declines in demand for LNG or the services of LNG carriers, FSRUs or FLNGs;
increases in the supply of LNG carrier capacity operating in the spot market or the supply of FSRUs or FLNGs;

•
•
• marine disasters, war, piracy or terrorism, environmental accidents, or inclement weather conditions;
• mechanical failures or accidents involving any of our vessels; and
•

dry-dock scheduling and capital expenditures.

Most of these factors are not within our control, and the occurrence of one or more of them may cause our operating results 
to vary widely.

•

Our common share price may be highly volatile and future sales of our common shares could cause the market price of 
our common shares to decline and could lead to a loss of all or part of a shareholder's investment.

The  market  price  of  our  common  shares  has  fluctuated  widely  since  they  began  trading  on  the  NASDAQ  Global  Select 
Market.  We cannot assure you that an active and liquid public market for our common shares will continue. Over the last 
few years, the stock market has experienced price and volume fluctuations. From January 1, 2021, the closing market price 
of our common shares on Nasdaq ranged from a low of $10.30 in August 2021 to a high of $26.36 per share in April 2022. 

The market price of our common shares may experience extreme volatility in response to many factors, including factors 
that may be unrelated to our operating performance or prospects such as actual or anticipated fluctuations in our quarterly 
or annual results and those of other public companies in our industry, the suspension of our dividend payments, mergers 
and  strategic  alliances  in  the  shipping  industry,  market  conditions  in  the  LNG  shipping  industry,  developments  in  our 
FLNG  investments,  shortfalls  in  our  operating  results  from  levels  forecast  by  securities  analysts,  announcements 
concerning us or our competitors, business interruptions, the general state of the securities market, and other factors, many 
of which are beyond our control.

Furthermore, following periods of volatility in the market, securities class-action litigation has often been instituted against 
companies. Such litigation, if instituted against us, could result in substantial costs and diversion of management’s attention 
and  resources,  which  could  materially  and  adversely  affect  our  business,  financial  condition,  results  of  operations  and 
growth prospects. Additionally, sales of a substantial number of our common shares in the public market, or the perception 
that these sales could occur, may depress the market price for our common shares. These sales could also impair our ability 
to raise additional capital through the sale of our equity securities in the future. Therefore, there can be no guarantee that 
our stock price will remain at current prices, and we cannot assure our shareholders that they will be able to sell any of our 
common shares that they may have purchased at a price greater than or equal to the original purchase price.

14

• We  may  issue  additional  common  shares  or  other  equity  securities  without  our  shareholders’  approval,  which  would 

dilute their ownership interests and may depress the market price of our common shares.

We may issue additional common shares or other equity securities in the future in connection with, among other things, 
vessel conversions, future vessel acquisitions, repayment of outstanding indebtedness or our equity incentive plan, in each 
case without shareholder approval in several circumstances.

Our issuance of additional common shares or other equity securities would have the following effects:

•
•
•
•

our existing shareholders’ proportionate ownership interest in us will decrease;
the amount of cash available for dividends payable on our common shares may decrease;
the relative voting strength of each previously outstanding common share may be diminished; and
the market price of our common shares may decline.

•

Because  we  are  a  Bermuda  corporation,  our  shareholders  may  have  less  recourse  against  us  or  our  directors  than 
shareholders of a U.S. company have against the directors of that U.S. Company. 

Because we are a Bermuda company, the rights of holders of our common shares will be governed by Bermuda law and 
our memorandum of association and bye-laws. The rights of shareholders under Bermuda law may differ from the rights of 
shareholders  in  other  jurisdictions,  including  with  respect  to,  among  other  things,  rights  related  to  interested  directors, 
amalgamations,  mergers  and  acquisitions,  takeovers,  the  exculpation  and  indemnification  of  directors  and  shareholder 
lawsuits.

Among these differences is a Bermuda law provision that permits a company to exempt a director from liability for any 
negligence,  default,  or  breach  of  a  fiduciary  duty  except  for  liability  resulting  directly  from  that  director’s  fraud  or 
dishonesty.  Our bye-laws provide that no director or officer shall be liable to us or our shareholders unless the director’s or 
officer’s  liability  results  from  that  person’s  fraud  or  dishonesty.  Our  bye-laws  also  require  us  to  indemnify  a  director  or 
officer against any losses incurred by that director or officer resulting from their negligence or breach of duty, except where 
such losses are the result of fraud or dishonesty. Accordingly, we carry directors’ and officers’ insurance to protect against 
such a risk.

In  addition,  under  Bermuda  law,  the  directors  of  a  Bermuda  company  owe  their  duties  to  that  company  and  not  to  the 
shareholders.  Bermuda  law  does  not,  generally,  permit  shareholders  of  a  Bermuda  company  to  bring  an  action  for  a 
wrongdoing against the company or its directors, but rather the company itself is generally the proper plaintiff in an action 
against the directors for a breach of their fiduciary duties. Moreover, class actions and derivative actions are generally not 
available  to  shareholders  under  Bermuda  law.  These  provisions  of  Bermuda  law  and  our  bye-laws,  as  well  as  other 
provisions not discussed here, may differ from the law of jurisdictions with which shareholders may be more familiar and 
may substantially limit or prohibit a shareholder's ability to bring suit against our directors or in the name of the company. 
The Bermuda courts, however, would ordinarily be expected to permit a shareholder to commence an action in the name of 
a company to remedy a wrong to the company where the act complained of is alleged to be beyond the corporate power of 
the  company  or  illegal,  or  would  result  in  the  violation  of  the  company’s  memorandum  of  association  or  bye-laws. 
Furthermore,  consideration  would  be  given  by  a  Bermuda  court  to  acts  that  are  alleged  to  constitute  a  fraud  against 
minority  shareholders  or,  for  instance,  where  an  act  requires  the  approval  of  a  greater  percentage  of  the  company’s 
shareholders than that which actually approved it.

It's also worth noting that under Bermuda law, our directors and officers are required to disclose to our board any material 
interests they have in any contract entered into by our company or any of its subsidiaries with third parties. Our directors 
and  officers  are  also  required  to  disclose  their  material  interests  in  any  corporation  or  other  entity  which  is  party  to  a 
material  contract  with  our  company  or  any  of  its  subsidiaries.  A  director  who  has  disclosed  his  or  her  interests  in 
accordance with Bermuda law may participate in any meeting of our board, and may vote on the approval of a material 
contract, notwithstanding that he or she has a material interest.

15

•

Because our offices and most of our assets are outside the U.S., our shareholders may not be able to bring a suit against 
us, or enforce a judgment obtained against us in the United States.

We, and most of our subsidiaries, are incorporated in jurisdictions outside the U.S. and substantially all of our assets and 
those of our subsidiaries are located outside the U.S. In addition, most of our directors and officers are non-residents of the 
U.S., and all or a substantial portion of the assets of these non-residents are located outside the U.S. As a result, it may be 
difficult or impossible for U.S. investors to serve process within the U.S. upon us, our subsidiaries, or our directors and 
officers,  or  to  enforce  a  judgment  against  us  for  civil  liabilities  in  U.S.  courts.  In  addition,  you  should  not  assume  that 
courts in the countries in which we or our subsidiaries are incorporated or where our or our subsidiaries’ assets are located 
would  enforce  judgments  of  U.S.  courts  obtained  in  actions  against  us  or  our  subsidiaries  based  upon  the  civil  liability 
provisions of applicable U.S. federal and state securities laws, or would enforce, in original actions, liabilities against us or 
our subsidiaries based on those laws. 

Risks related to tax

•

As a Bermuda exempted company incorporated under Bermuda law with subsidiaries in the Marshall Islands and other 
offshore jurisdiction, our operations may be subject to economic substance requirements.

On December 5, 2017, following an assessment of the tax policies of various countries by the Code of Conduct Group for 
Business Taxation of the European Union (the “COCG”), the Council of the European Union (the “Council”) approved and 
published Council conclusions containing a list of “non-cooperative jurisdictions” for tax purposes. On March 12, 2019, 
the  Council  adopted  a  revised  list  of  non-cooperative  jurisdictions  (the  “2019  Conclusions”).  In  the  2019  Conclusions, 
Bermuda and the Republic of the Marshall Islands, among others, were placed by the E.U. on its list of non-cooperative 
jurisdictions  for  tax  purposes  for  failing  to  implement  certain  commitments  previously  made  to  the  E.U.  by  the  agreed 
deadline.  However,  it  was  announced  by  the  Council  on  May  17,  2019  and  on  October  10,  2019  that  Bermuda  and  the 
Marshall  Islands,  respectively,  had  been  removed  from  the  list  of  non-cooperative  tax  jurisdictions.  The  E.U.  member 
states have agreed upon a set of measures, which they can choose to apply against the listed countries, including increased 
monitoring  and  audits,  withholding  taxes,  special  documentation  requirements  and  anti-abuse  provisions.  The  European 
Commission  has  stated  it  will  continue  to  support  member  states’  efforts  to  develop  a  more  coordinated  approach  to 
sanctions for the listed countries, E.U. legislation prohibits E.U. funds from being channelled or transited through entities 
in non-cooperative jurisdictions.

We  are  a  Bermuda  exempted  company  incorporated  under  Bermuda  law  with  principal  executive  offices  in  Bermuda. 
Certain of our subsidiaries are Marshall Islands entities. Both Bermuda and the Marshall Islands have enacted, economic 
substance  laws  and  regulations  with  which  we  may  be  obligated  to  comply.  For  example,  on  December  17,  2018,  the 
House of Assembly of Bermuda passed the Economic Substance Act 2018 of Bermuda (the “Economic Substance Act”), 
which became operative on December 31, 2018, along with the Economic Substance Regulations 2018 of Bermuda. The 
Economic  Substance  Act  requires  each  registered  entity  to  maintain  a  substantial  economic  presence  in  Bermuda  and 
provides that a registered entity that carries on a relevant activity must comply with economic substance requirements set 
out  in  the  legislation.  Regulations  were  also  adopted  in  the  Marshall  Islands,  through  Economic  Substance  Regulations 
2018 which came into force in January 2019, and with Guidance Notes being published in October 2019, requiring certain 
entities  that  carry  out  activities  to  comply  with  an  economic  substance  test  and  satisfy  certain  reporting  obligations, 
beginning with the financial period which ended in 2020.

If we fail to comply with our obligations under this legislation, as it may be amended from time to time, or any similar or 
supplemental  law  applicable  to  us  in  these  or  any  other  jurisdictions,  we  could  be  subject  to  financial  penalties  and 
spontaneous  disclosure  of  information  to  foreign  tax  officials,  or  could  be  removed  from  the  register  of  companies,  in 
related jurisdictions. Any of the foregoing could be disruptive to our business and could have a material adverse effect on 
our business, financial conditions and operating results.

16

•

A change in tax laws in any country in which we operate could adversely affect us.

Tax laws, treaties and regulations are highly complex and subject to interpretation. Consequently, we and our subsidiaries 
are subject to changing laws, treaties and regulations in and between the countries in which we operate. Our tax expense is 
based on our interpretation of the tax laws in effect at the time the expense was incurred. A change in tax laws, treaties or 
regulations, or in the interpretation thereof, could result in a materially higher tax expense or a higher effective tax rate on 
our  earnings.  Such  changes  may  include  measures  enacted  in  response  to  the  ongoing  initiatives  in  relation  to  fiscal 
legislation  at  an  international  level  such  as  the  Action  Plan  on  Base  Erosion  and  Profit  Shifting  of  the  Organization  for 
Economic Co-Operation and Development.

• We could be treated as or become a PFIC, which could have adverse United States federal income tax consequences to 

U.S. shareholders.

A  foreign  corporation  will  be  treated  as  a  “passive  foreign  investment  company,”  or  PFIC,  for  U.S.  federal  income  tax 
purposes if either (1) at least 75% of its gross income during the taxable year consists of certain types of “passive income” 
or  (2)  at  least  50%  of  the  average  value  of  the  corporation's  assets  during  such  taxable  year  produce  or  are  held  for  the 
production of those types of “passive income.” For purposes of these tests, “passive income” includes dividends, interest, 
and gains from the sale or exchange of investment property and rents and royalties other than rents and royalties which are 
received from unrelated parties in connection with the active conduct of a trade or business. For purposes of these tests, 
income derived from the performance of services does not constitute “passive income.” U.S. shareholders of a PFIC are 
subject  to  a  disadvantageous  U.S.  federal  income  tax  regime  with  respect  to  the  income  derived  by  the  PFIC,  the 
distributions they receive from the PFIC and the gain, if any, they derive from the sale or other disposition of their shares in 
the PFIC.

We  intend  to  treat  the  gross  income  we  derive  or  are  deemed  to  derive  from  our  time  chartering  activities  as  services 
income, rather than rental income. Accordingly, we believe that our income from our time chartering activities does not 
constitute “passive income,” and the assets that we own and operate in connection with the production of that income do 
not constitute passive assets.

We  believe  there  is  substantial  legal  authority  supporting  our  position  consisting  of  case  law  and  United  States  Internal 
Revenue  Service,  or  IRS,  pronouncements  concerning  the  characterization  of  income  derived  from  time  charters  and 
voyage  charters  as  services  income  for  other  tax  purposes.  However,  we  note  that  there  is  also  authority  which 
characterizes  time  charter  income  as  rental  income  rather  than  services  income  for  other  tax  purposes.  Accordingly,  no 
assurance can be given that the IRS or a court of law will accept our position. 

Based on the foregoing, we believe that we were not a PFIC with respect to any prior taxable year. However, there can be 
no assurance that we will not become a PFIC for any future taxable year as a result of changes in our operations or assets.

If  we  are  or  have  been  a  PFIC  for  any  taxable  year,  our  U.S.  shareholders  will  face  adverse  U.S.  tax  consequences  and 
certain  information  reporting  requirements.  Under  the  PFIC  rules,  unless  those  shareholders  make  a  certain  election 
available (which election could itself have adverse consequences for such shareholders), such shareholders would be liable 
to  pay  U.S.  federal  income  tax  at  the  then  prevailing  income  tax  rates  on  ordinary  income  plus  interest  upon  excess 
distributions and upon any gain from the disposition of our common shares, as if the excess distribution or gain had been 
recognized ratably over the shareholder's holding period of our common shares. Please see the section of this annual report 
entitled “Taxation” under “Item 10. Additional Information E. Taxation” for a more comprehensive discussion of the U.S. 
federal income tax consequences if we were to be treated as a PFIC.

17

• We may have to pay tax on U.S. source income, which would reduce our earnings.

Under the U.S. Internal Revenue Code of 1986 as amended, or the Code, 50% of the gross shipping income of a vessel 
owning or chartering corporation, such as ourselves and our subsidiaries, that is attributable to transportation that begins or 
ends, but that does not both begin and end, in the U.S., may be subject to a 4% U.S. federal income tax without allowance 
for deduction, unless that corporation qualifies for exemption from tax under Section 883 of the Code and the applicable 
Treasury Regulations recently promulgated thereunder.

We expect that we and each of our subsidiaries will qualify for this statutory tax exemption and we will take this position 
for  U.S.  federal  income  tax  return  reporting  purposes.  However,  there  are  factual  circumstances  beyond  our  control  that 
could cause us to lose the benefit of this tax exemption and thereby become subject to U.S. federal income tax on our U.S. 
source income. Therefore, we can give no assurances that this tax exemption will apply to us or to any of our subsidiaries.

If  we  or  our  subsidiaries  are  not  entitled  to  exemption  under  Section  883  of  the  Code  for  any  taxable  year,  we  or  our 
subsidiaries could be subject for those years to an effective 4% U.S. federal income tax on the gross shipping income we or 
our  subsidiaries  derive  during  the  year  that  are  attributable  to  the  transport  of  cargoes  to  or  from  the  United  States.  The 
imposition of this tax would have a negative effect on our business and would result in decreased earnings available for 
distribution to our shareholders. Please see “Item 10. Additional Information-E. Taxation” for further information.

• We may become subject to taxation in Bermuda which would negatively affect our results.

At the present time, there is no Bermuda income or profits tax, withholding tax, capital gains tax, capital transfer tax, estate 
duty or inheritance tax payable by us or by our shareholders in respect of our shares. We have obtained an assurance from 
the Minister of Finance of Bermuda under the Exempted Undertakings Tax Protection Act 1966 that, in the event that any 
legislation is enacted in Bermuda imposing any tax computed on profits or income, or computed on any capital asset, gain 
or  appreciation  or  any  tax  in  the  nature  of  estate  duty  or  inheritance  tax,  such  tax  shall  not,  until  March  31,  2035,  be 
applicable  to  us  or  to  any  of  our  operations  or  to  our  shares,  debentures  or  other  obligations  except  insofar  as  such  tax 
applies to persons ordinarily resident in Bermuda or is payable by us in respect of real property owned or leased by us in 
Bermuda. We cannot assure you that a future Minister would honor that assurance, which is not legally binding, or that 
after such date we would not be subject to any such tax. If we were to become subject to taxation in Bermuda, our results 
of operations could be adversely affected.

18

ITEM 4.  INFORMATION ON THE COMPANY 

A.  History and Development of the Company

Overview 

Golar LNG Limited designs, builds, owns and operates marine infrastructure for the liquefaction and regasification of 
LNG.  Following  the  disposal  of  our  investments  in  former  affiliates  Golar  Partners  and  Hygo  in  April  2021  and  the  recent 
business  separation  of  our  eight  modern  TFDE  LNG  vessels  into  Cool  Co  in  April  2022,  we  have  narrowed  our  focus  on 
pursuing and increasing our portfolio of FLNG projects.

We believe that natural gas has a critical role to play in providing cleaner energy for many years to come. Our mission 
is to be recognized as a learning organization with an outstanding reputation for safe, reliable and cost-effective operations; to 
employ and develop talented people who can see the impact of what they do; to develop a pipeline of new FLNG infrastructure 
opportunities and convert the best opportunities into world class projects; and to be a great business partner, where combining 
skills and resources make a big difference. 

Our strategy is to offer resource holders a low-cost quick delivering solution to monetize stranded gas reserves. Our 
unique  industry  leading  FLNG  technology  allows  stranded  and  associated  gas  resource  holders,  developers  and  customers  to 
enter the LNG business and occupy a legitimate space alongside the largest resource holders, major oil companies and world-
scale LNG buyers. For established LNG industry participants, the prospect of our low-cost, low-risk, fast-track, small footprint 
FLNG solution provides a compelling alternative to traditional land-based projects. As one of the industry’s most innovative 
developers of floating terminals, Golar has produced more LNG from a floating facility than any other operator.

As of April 14, 2022, our fleet of vessels is comprised of one LNG carrier, one FSRU and two FLNGs (including the 
operational  FLNG  Hilli  and  the  Gimi  which  is  currently  under  conversion)  and  one  FLNG  conversion  candidate  vessel,  the 
Gandria.

We are listed on Nasdaq under the ticker “GLNG”. We were incorporated under the name Golar LNG Limited as an 
exempted company under the Bermuda Companies Act of 1981 in the Islands of Bermuda on May 10, 2001 and maintain our 
principal executive headquarters at 2nd Floor, S.E. Pearman Building, 9 Par-la-Ville Road, Hamilton HM 11, Bermuda. Our 
telephone  number  at  that  address  is  +1  441  295  4705.  Our  principal  administrative  offices  are  located  at  The  Zig  Zag,  70 
Victoria  Street,  London,  SW1E  6SQ,  United  Kingdom  and  our  telephone  number  at  that  address  is  +44  207  063  7900.  The 
Commission maintains an internet site that contains reports, proxy and information statements, and other information that we 
file  electronically  with  the  Commission  and  this  can  be  obtained  from  the  Commission’s  website  at  (http://www.sec.gov)  or 
from the “SEC filings” tab in the “Investor Relations” section of our website (www.golarlng.com). Information contained on 
our website does not constitute part of this annual report.

19

As of April 14, 2022, our existing investments and projects are as follows:

Our investments

a.

New Fortress Energy (“NFE”) 

In  April  2021,  we  sold  to  NFE  our  outstanding  interests  in  the  common  units  and  general  partner  of  our  former 
affiliates,  Golar  Partners  for  $3.55  per  unit  (the  “GMLP  Merger”)  and  all  of  our  outstanding  shares  in  Hygo  (the  “Hygo 
Merger”). We received a total consideration of $80.8 million in cash for Golar's equity stake in GMLP. Concurrently, with the 
completion of the GMLP Merger, the incentive distribution rights (“IDRs”) of Golar Partners owned by us were cancelled and 
ceased  to  exist,  and  no  consideration  was  paid  to  us.  On  the  Hygo  Merger,  the  purchase  consideration  included  18,627,451 
shares of NFE common stock (representing 8.9% ownership at the time of closing) and $50 million in cash. In April 2022, we 
sold  6.2  million  shares  of  NFE  common  stock  raising  net  proceeds  of  $253.0  million,  which  is  planned  to  be  deployed  for 
FLNG growth and general corporate purposes.

Furthermore,  on  completion  of  the  GMLP  Merger  and  the  Hygo  Merger,  we  entered  into  certain  transition  services 
agreements, corporate services agreements, ship management agreements and omnibus agreements with Golar Partners, Hygo 
and  NFE.  These  agreements  replaced  the  previous  management  and  administrative  services  agreements,  ship  management 
agreements and guarantees that Golar provided to Golar Partners and Hygo. 

b.

Avenir 

Avenir  is  a  joint  investment  with  Stolt-Nielsen,  Höegh  and  us  for  the  pursuit  of  opportunities  in  small-scale  LNG, 
including the delivery of LNG to areas of stranded gas demand and the development of LNG bunkering services and supply to 
the  transportation  sector.  During  the  private  placement  in  2018,  we  subscribed  for  24.8  million  shares,  representing  an 
investment of $24.8 million. In 2020, we injected a further $18.0 million and were issued additional shares at a par value of 
$1.00 per share, bringing our total capital contributions to $42.8 million, representing 23.5% ownership.

Avenir currently has four small-scale LNG newbuilds, one small-scale LNG carrier under construction and an LNG 

terminal and distribution facility in the Italian port of Oristano, Sardinia. 

c.

Cool Co

The objective of the formation of the Cool Co is to serve the transportation requirements of the LNG shipping market 
by providing customers with modern and flexible solutions to meet their shipping requirements. On January 26, 2022, Golar 
and  Cool  Co  entered  into  a  share  purchase  agreement  (“the  Vessel  SPA”)  under  which  Cool  Co  is  acquiring  eight  modern 
TFDE  LNG  vessels,  namely  the  Golar  Seal,  Golar  Crystal,  Golar  Bear,  Golar  Frost,  Golar  Glacier,  Golar  Snow,  Golar 
Kelvin, Golar Ice as well as the Cool Pool Limited, the fleet’s commercial management company (“the Disposal Group”), from 
Golar. The purchase price for each vessel was agreed at $145.0 million, subject to working capital and debt adjustments. 

Following  completion  of  the  Vessel  SPA,  we  now  hold  31.25%  share  in  Cool  Co,  while  EPS  Ventures  Ltd  is  the 

largest shareholder at 37.50% and the remaining 31.25% held by a group of institutional and other investors.

20

Our projects

d.  

Gimi GTA Project

In February 2019, Golar entered into the LOA with BP for the charter of a FLNG unit, Gimi, to service the BP Greater 
Tortue  Ahmeyim  project  for  a  20-year  period,  and  the  Gimi  was  delivered  to  a  shipyard  in  Singapore  to  commence  her 
conversion.  The  Gimi  will  liquefy  natural  gas  as  part  of  the  first  phase  of  the  Gimi  GTA  Project  and  will  be  located  at  an 
innovative  nearshore  hub  on  the  Mauritania  and  Senegal  maritime  border.  The  Gimi  is  designed  to  produce  an  average  of 
approximately 2.5 million tonnes of LNG per annum, with the total gas resources in the field estimated to be around 15 trillion 
cubic feet.

In April 2020, we announced the receipt of a written notification of a FM claim by BP under the LOA. The FM notice 
claimed that due to the global outbreak of COVID-19, BP was unable to be ready to receive the converted FLNG Gimi on the 
2022 target connection date. 

In  October  2020,  we  agreed  a  revised  project  schedule  with  BP  for  the  Gimi  GTA  Project  which  resulted  in  the 
original  2022  target  connection  date  for  the  Gimi,  to  be  extended  by  11  months.  Written  notice  was  received  from  BP 
confirming  that  no  FM  event  (as  defined  in  the  LOA)  is  ongoing.  We  have  concluded  discussions  with  both  engineering, 
procurement and construction contractors and lending banks regarding the adjustment of the related construction and financing 
schedules, respectively, for the Gimi GTA Project to reflect these changes in the respective agreements. The Gimi conversion 
cost including financing cost is approximately $1.6 billion of which $700 million is funded by the Gimi debt facility.

As of April 14, 2022, the Gimi conversion is 82% technically complete. 

e.  

LNG Croatia

In March 2019, we entered into agreements with LNG Hrvatska d.o.o. (“LNG Hrvatska”) relating to the conversion 
and subsequent sale of the converted carrier LNG Croatia into a FSRU. In December 2020, we completed the conversion of 
LNG Croatia and sold the vessel for $193.3 million.

From January 1, 2021 our 10-year Operation and Maintenance Agreement (the “O&M Agreement”) in relation to the 

FSRU LNG Croatia with LNG Hrvatska commenced.  

f.  

Floating Ammonia Production, Carbon Capture, Green LNG and other emerging technologies

Golar’s internal “Green Team” continues to engage with and evaluate new technologies and partnerships to improve 
the efficiency of our LNG operations and develop solutions in the field of floating ammonia production, carbon capture, green 
LNG and hydrogen. For example, in November 2020 we entered into a collaboration agreement with B&V to research and, if 
appropriate,  develop  these  technologies  and  released  a  thought  leadership  paper  on  the  potential  for  floating  ammonia 
production.  

B.      Business Overview

In January 2021, following the board of directors' approvals of the GMLP Merger and Hygo Merger with NFE, we 
determined  that  our  share  of  the  net  earnings/(losses)  in  our  former  affiliates,  Golar  Partners  and  Hygo  and  the  respective 
carrying values of our equity accounted investments met the definitions of held for sale and discontinued operations and have 
consequently  presented  them  as  net  income/(loss)  from  discontinued  operations  and  assets  held  for  sale,  respectively. 
Concurrently,  the  disposal  of  our  interest  in  Hygo  signaled  our  exit  from  “Power”  operations  and  we  therefore  ceased  to 
consider the “Power” operations as a reportable segment.

21

 
Management has concluded that we provide three distinct reportable segments as follows: 

•

•

•

Shipping – We operate and subsequently charter out LNG carriers on fixed terms to customers. We own one 
LNG carrier and one FSRU, the Golar Tundra which is currently trading as an LNG carrier in the Cool Pool.
FLNG – We convert LNG carriers into FLNG vessels and subsequently charter them out to customers. We 
currently have one operational FLNG, the Hilli, one undergoing conversion, the Gimi, and one LNG carrier 
earmarked  for  FLNG  conversion,  the  Gandria.  We  also  have  ready  to  implement  designs  for  newbuild 
FLNGs of varying sizes.

Corporate  and  other  -  Related  to  our  business  activities  of  vessel  management  and  administrative  services. 
This segment also includes our corporate overhead costs.

Corporate and other segment

Golar  Management,  our  wholly-owned  subsidiary  which  has  its  offices  in  London,  Oslo,  Kuala  Lumpur  and  Split, 
provides  commercial,  operational  and  technical  support,  crew  management  services  and  supervision  and  accounting  and 
treasury services. Golar Management is compensated via management fees for the costs and expenses it incurs in connection 
with the provision of these services. 

As of April 14, 2022, an overview of our assets and investments are as follows: 

22

Vessel Name

Golar Arctic

Golar Tundra (1)

Hilli Episeyo (2)

Year of 
Delivery/
Conversion 

Capacity 
Cubic 
Meters

2003

2015

2017

140,000

170,000

2.4 mtpa

Flag

Marshall 
Islands

Marshall 
Islands

Marshall 
Islands

Type

LNGC 
Membrane

FSRU 
Membrane

FLNG Moss

Ownership

100%

100%

-44.6% of the common 
units

-89.1% of each of the 
Series A and Series B 

Charterer/ 
Pool 
Arrangement

Spot market

Pool 
arrangement

Perenco/SNH

Current 
Charter 
Expiration
Not applicable

2022

2026

Gimi 

Gandria (3)

Conversion 
in progress

Earmarked 
for 
conversion

2.45 mtpa

126,000 
cubic meters

Marshall 
Islands

Marshall 
Islands

FLNG Moss

Moss

70%

100%

BP

2043

Not applicable Not applicable

(1) Vessels  in  the  Cool  Pool  allow  certain  substitution  rights  which  means  that  any  vessel  within  the  Cool  Pool  is  interchangeable  with 
another  vessel  of  the  same/similar  technical  specification  and  may  not  be  considered  to  be  dedicated  to  a  particular  charterer. 
Furthermore, pool earnings are aggregated and then allocated to the pool participants in accordance with the number of days each of their 
vessels are entered into the pool during the period.

(2) The Hilli is scheduled to provide liquefaction services until the earlier of (i) eight years from May 2018, the date the Customer accepted 
the Hilli, or (ii) the time of receipt and processing by the Hilli of 500 billion cubic feet of feed gas. The tolling fee is based on a fixed 
element of hire and also an element related to the price of Brent crude oil where we receive incremental tolling fees when the price rises 
above  $60  per  barrel.  In  2020,  we  signed  an  amendment  to  the  LTA  that  the  Customer  will  compensate  Hilli  Corp  annually  for 
overproduction of annual base liquefaction tonnage. In 2021, we signed amendments to the LTA to extend the original term of the LTA 
until July 2026,  increase the utilization in 2022 by 0.2 million tons of TTF linked LNG production and granted the Customer a one-time 
option exercisable by July 2022 to increase capacity utilization of Hilli by up to 0.4 million tons of TTF linked LNG production per year 
from January 2023 through the end of the current contract term in July 2026. 

As of December 31, 2021, the LC provided by a financial institution to the Customer had been reduced to $100 million, following the 
achievement of 3.6 million tonnes of LNG being produced, and we have cash collateral of $60.7 million to support the Hilli performance 
guarantee, in the event of termination by the Customer due to underperformance or non-performance. 

As  of  April  14,  2022,  the  Hilli  had  offloaded  a  total  of  72  LNG  cargoes,  produced  around  5  million  tonnes  of  LNG,  and  maintained 
100% commercial uptime since the start of her operations in May 2018.

(3) The Gandria is currently in lay-up and earmarked for conversion into a FLNG vessel. The conversion agreement is subject to certain 

payments and lodging of a full Notice to Proceed.

Competition 

We operate in competitive markets that are based primarily on supply and demand. 

The  FLNG  industry  is  in  an  early  stage  of  development,  and  we  do  not  currently  face  significant  competition  from 
other  providers  of  FLNG  services.  There  are  currently  only  six  FLNGs  on  the  water  and  one  further  FLNG  currently  under 
construction.  We  anticipate  that  other  companies,  including  marine  transportation  companies  with  strong  reputations  and 
extensive resources and experience, will enter the FLNG industry at some point in the future, resulting in greater competition.

Competition for carrier and FSRU charters is based primarily on price, operational track record, LNG storage capacity, 

efficiency of the regasification process, vessel availability, size, age and condition and relationships with customers. 

23

Seasonality

Historically, LNG trade, and therefore charter rates, increased in the winter months and eased in the summer months as 
demand  for  LNG  for  heating  in  the  Northern  Hemisphere  increased  in  colder  weather  and  declined  in  warmer  weather.  In 
general, the LNG vessel industry, has become less dependent on the seasonal transport of LNG than it was 15 years ago. The 
advent of FSRUs has opened new markets and uses for LNG and has helped reduce the impact of seasonality. There is a higher 
seasonal  demand  during  the  summer  months  due  to  energy  requirements  for  air  conditioning  in  some  markets  or  reduced 
availability of hydro power in others and a pronounced higher seasonal demand during the winter months for heating in other 
markets. There is however a tendency for a weaker vessel market in the periods between winter and summer.

Vessel Maintenance

Safety  is  our  top  priority.  Our  vessels  are  operated  in  a  manner  intended  to  protect  the  safety  and  health  of  our 
employees, the general public and the environment. We actively manage the risks inherent in our business and are committed to 
eliminating  incidents  that  threaten  safety,  such  as  groundings,  fires,  spills  and  collisions.  We  are  also  committed  to  reducing 
emissions  and  waste  generation.  We  have  established  key  performance  indicators  to  facilitate  regular  monitoring  of  our 
operational  performance.  As  part  of  our  ESG  reporting  we  set  targets  to  drive  continuous  improvement,  and  we  review 
performance indicators frequently to determine if remedial action is necessary to reach our targets. 

Under  our  charters,  we  are  responsible  for  the  technical  management  of  the  vessels  which  our  subsidiaries  and 
affiliates  assist  us  by  managing  our  vessel  operations,  maintaining  a  technical  department  to  monitor  and  audit  our  vessel 
manager  operations  and  providing  expertise  in  various  functions  critical  to  our  operations.  This  affords  an  efficient  and  cost 
effective operation and, pursuant to ship management and administrative services agreements with certain of our subsidiaries, 
access to human resources, financial and other administrative functions.

These  functions  are  supported  by  on  board  and  onshore  systems  for  maintenance,  inventory,  purchasing  and  budget 
management. In addition, our day-to-day focus on cost control will be applied to our operations. To some extent, the uniform 
design of some of our vessels and the adoption of common equipment standards should also result in operational efficiencies, 
including with respect to crew training and vessel management, equipment operation and repairs, and spare parts requisition.

Risk of Loss, Insurance and Risk Management

The  operation  of  any  vessel,  including  LNG  carriers,  FSRUs  and  FLNGs  has  inherent  risks.  These  risks  include 
mechanical  failure,  personal  injury,  collision,  property  loss,  vessel  or  cargo  loss  or  damage  and  business  interruption  due  to 
political circumstances in foreign countries and/or war risk situations or hostilities or pandemics. In addition, there is always an 
inherent possibility of marine disaster, including explosion, spills and other environmental mishaps, and the liabilities arising 
from owning and operating vessels in international trade. We believe that our present insurance coverage is adequate to protect 
us  against  the  accident  related  risks  involved  in  the  conduct  of  our  business  and  that  we  maintain  appropriate  levels  of 
environmental damage and pollution insurance coverage consistent with standard industry practice. However, not all risks can 
be insured, and there can be no guarantee that any specific claim will be paid, or that we will always be able to obtain adequate 
insurance coverage at reasonable rates.

The  Gimi,  is  currently  undergoing  conversion  from  a  LNG  carrier  to  a  FLNG  and  is  insured  under  a  building  risks 

policy arranged by the shipyard.

We  have  obtained  hull  and  machinery  insurance  on  all  our  vessels  against  marine  and  war  risks,  which  include  the 
risks of damage to our vessels, salvage or towing costs, and also insure against actual or constructive total loss of any of our 
vessels.  However, our insurance policies contain deductible amounts for which we will be responsible. We have also arranged 
additional total loss coverage for each vessel. This coverage, which is called hull interest and freight interest coverage, provides 
us additional coverage in the event of the total loss of a vessel.

We have also obtained loss of hire insurance to protect us against loss of income in the event one of our vessels cannot 
be  employed  due  to  damage  that  is  covered  under  the  terms  of  our  hull  and  machinery  insurance.  Under  our  loss  of  hire 
policies, our insurer will pay us the daily rate agreed in respect of each vessel for each day, in excess of a certain number of 
deductible days, for the time that the vessel is out of service as a result of damage. The maximum coverage varies from 120 
days to 360 days, depending on the vessel. The number of deductible days varies from 30 days to 60 days, depending on the 
vessel and type of damage; (e.g. whether the claim arises from either machinery or hull damage).

24

Protection  and  indemnity  insurance,  which  covers  our  third-party  legal  liabilities  in  connection  with  our  shipping 
activities,  is  provided  by  mutual  protection  and  indemnity  associations  (“P&I  clubs”).  This  includes  third-party  liability  and 
other  expenses  related  to  the  injury  or  death  of  crew  members,  passengers  and  other  third-party  persons,  loss  or  damage  to 
cargo, claims arising from collisions with other vessels or from contact with jetties or wharves and other damage to other third-
party  property,  including  pollution  arising  from  oil  or  other  substances,  and  other  related  costs,  including  wreck  removal. 
Subject to the capping discussed below, our coverage, except for pollution, is unlimited.

The current protection and indemnity insurance coverage for pollution is $250 million per incident for the Hilli and $1 
billion per vessel per incident for all other vessels. The thirteen P&I clubs that comprise the International Group of Protection 
and Indemnity Clubs insure approximately 90% of the world's commercial tonnage and have entered into a pooling agreement 
to reinsure each association's liabilities. Each P&I club has capped its exposure in this pooling agreement so that the maximum 
claim  covered  by  the  pool  and  its  reinsurance  would  be  approximately  $8.2  billion  per  accident  or  occurrence.  We  are  a 
member of Gard and Skuld P&I clubs. As a member of these P&I clubs, we are subject to a call for additional premiums based 
on  the  clubs'  claims  record,  as  well  as  the  claims  record  of  all  other  members  of  the  P&I  clubs  comprising  the  International 
Group.  However,  our  P&I  clubs  have  reinsured  the  risk  of  additional  premium  calls  to  limit  our  additional  exposure.  This 
reinsurance  is  subject  to  a  cap,  and  there  is  the  risk  that  the  full  amount  of  the  additional  call  would  not  be  covered  by  this 
reinsurance.

The  insurers  providing  the  hull  and  machinery,  hull  and  cargo  interests,  protection  and  indemnity  and  loss  of  hire 
insurances have confirmed that they will consider a FSRU as a vessel for the purpose of providing insurance. For the FSRU we 
have  also  arranged  an  additional  comprehensive  general  liability  insurance.  This  type  of  insurance  is  common  for  offshore 
operations and is additional to the P&I insurance.

Our  operations  utilize  a  thorough  risk  management  program  that  includes,  among  other  things,  computer-aided  risk 
analysis  tools,  maintenance  and  assessment  programs,  a  seafarers'  competence  training  program,  seafarers'  workshops  and 
membership  in  emergency  response  organizations.  We  expect  to  benefit  from  our  commitment  to  safety  and  environmental 
protection  as  certain  of  our  subsidiaries,  affiliates  and  service  providers  assists  us  in  managing  our  vessel  operations.  Cool 
Company Management AS (formerly known as Golar Management Norway (“CCMN”), our former subsidiary and currently 
our  service  provider,  received  its  ISO  9001  certification  for  a  quality  management  system  in  April  2011,  and  is  certified  in 
accordance  with  the  IMO's  International  Management  Code  for  the  Safe  Operation  of  Ships  and  Pollution  Prevention  (the 
“ISM”), on a fully integrated basis. 

Classification, Inspection and Maintenance

Every large, commercial seagoing vessel must be “classed” by a classification society. A classification society certifies 
that a vessel is “in class,” signifying that the vessel has been built and maintained in accordance with the rules of the vessel's 
country of registry and the international conventions of which that country is a member. In addition, where surveys are required 
by  international  conventions  and  corresponding  laws  and  ordinances  of  a  flag  state,  the  classification  society  will  undertake 
them on application or by official order, acting on behalf of the authorities concerned.

For maintenance of the class certificate, regular and extraordinary surveys of hull, machinery, including the electrical 
plant  and  any  special  equipment  classed,  are  required  to  be  performed  by  the  classification  society,  to  ensure  continuing 
compliance.  Most vessels are drydocked at least once during a five-year class cycle for inspection of the underwater parts and 
for  repairs  related  to  inspections.  If  any  defects  are  found,  the  classification  surveyor  will  issue  a  “recommendation”  which 
must be rectified by the shipowner within prescribed time limits. The classification society also undertakes on request of the 
flag state other surveys and checks that are required by the regulations and requirements of that flag state. These surveys are 
subject to agreements made in each individual case and/or to the regulations of the country concerned.

All  insurance  underwriters  make  it  a  condition  for  insurance  coverage  that  a  vessel  be  certified  as  “in  class”  by  a 
classification society, which is a member of the International Association of Classification Societies. Golar Arctic is certified by 
the American Bureau of Shipping. All of our other vessels are certified by Det Norske Veritas GL. Both societies are members 
of  the  International  Association  of  Classification  Societies.  All  of  our  vessels  have  been  awarded  ISM  certification  and  are 
currently “in class” other than two vessels, the Gimi and the Gandria, with the Gimi in Keppel's shipyard in Singapore for her 
conversion into a FLNG, and the Gandria currently in lay up.

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We  carry  out  inspections  of  the  vessels  on  a  regular  basis;  both  at  sea  or  while  the  vessels  are  in  port  or  following 
COVID-19 restrictions, on a remote basis where applicable. The results of these inspections, which are conducted both in port 
and  while  underway,  result  in  a  report  containing  recommendations  for  improvements  to  the  overall  condition  of  the  vessel, 
maintenance,  safety  and  crew  welfare.  Based  in  part  on  these  evaluations,  we  create  and  implement  a  program  of  continual 
maintenance and improvement for our vessels and their systems. 

Environmental and Other Regulations

General

Our business and the operation of our vessels are subject to various international treaties and conventions and to the 
applicable local national and subnational laws and regulations of the countries in which our vessels operate or are registered. 
Such  laws  and  regulations  cover  a  variety  of  topics,  including  but  not  limited  to  air  pollution,  water  pollution,  waste 
management,  protection  of  natural  resources,  and  protection  of  worker  health  and  safety,  and  might  require  us  to  obtain 
governmental  permits  and  authorizations  before  we  may  conduct  certain  activities.  Failure  to  comply  with  these  laws  or  to 
obtain  the  necessary  business  and  technical  licenses  could  result  in  sanctions  including  suspension  and/or  freezing  of  the 
business and responsibility for all damages arising from any violation. 

Governments may also periodically revise their environmental laws and regulations or adopt new ones, and the effects 
of new or revised laws and regulations on our operations cannot be predicted. Although we believe that we are substantially in 
compliance with applicable environmental laws and regulations and have all permits, licenses and certificates required for our 
vessels, future non-compliance or failure to maintain necessary permits or approvals could require us to incur substantial costs 
or temporarily suspend the operation of one or more of our vessels. There can be no assurance that additional significant costs 
and  liabilities  will  not  be  incurred  to  comply  with  such  current  and  future  laws  and  regulations,  or  that  such  laws  and 
regulations will not have a material effect on our operations. Similar or more stringent laws may also apply to our customers, 
including oil & gas exploration and production companies, which may impact demand for our services.

International environmental treaties and conventions as well as U.S. environmental laws and regulations that apply to 
the  operation  of  our  vessels  are  described  below.    Other  countries,  including  member  countries  of  the  European  Union,  in 
which we operate or in which our vessels are registered have or may in the future have laws and regulations that are similar, or 
more stringent, in nature to the U.S. laws referenced below. CCMN provides technical management services for our vessels, is 
certified  in  accordance  with  the  IMO  standard  for  ISM  and  operates  in  compliance  with  the  International  Standards 
Organization  (the  “ISO”)  Environmental  Management  Standard  for  the  management  of  significant  environmental  aspects 
associated with the ownership and operation of our fleet. 

International Maritime Regulations of LNG Vessels

The  IMO  provides  international  regulations  governing  shipping  and  international  maritime  trade.  Among  other 
requirements,  the  International  Safety  Management  Code  for  the  Safe  Operation  of  Ships  and  for  Pollution  Prevention  (“the 
ISM Code”) requires the party with operational control of a vessel to develop an extensive safety management system and the 
adoption of a policy for safety and environmental protection setting forth instructions and procedures for operating its vessels 
safely and also describing procedures for responding to emergencies. Our ship manager holds a document of compliance under 
the ISM Code for operation of Gas Carriers.

Vessels that transport gas, including LNG carriers and FSRUs, are also subject to regulation under the International 
Code for the Construction and Equipment of Ships Carrying Liquefied Gases in Bulk (the “IGC Code”), published by the IMO. 
The IGC Code provides a standard for the safe carriage of LNG and certain other liquid gases by prescribing the design and 
construction standards of vessels involved in such carriage. The completely revised and updated IGC Code entered into force in 
2016, and the amendments were developed following a comprehensive five-year review and are intended to take into account 
the latest advances in science and technology. Compliance with the IGC Code must be evidenced by a Certificate of Fitness for 
the  Carriage  of  Liquefied  Gases  in  Bulk.  Each  of  our  vessels  is  in  compliance  with  the  IGC  Code  and  each  of  our  new 
buildings/conversion contracts requires that the vessel receive certification that it is in compliance with applicable regulations 
before it is delivered.

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The  IMO  also  promulgates  ongoing  amendments  to  the  International  Convention  for  the  Safety  of  Life  at  Sea 
(“SOLAS”),  which  provides  rules  for  the  construction  of  and  equipment  required  for  commercial  vessels  and  includes 
regulations  for  safe  operation  and  addresses  maritime  security.  SOLAS  requires,  among  other  things,  the  provision  and 
maintenance of lifeboats and other life-saving appliances, requires the use of the Global Maritime Distress and Safety System 
(an  international  radio  equipment  and  watch  keeping  standard),  afloat  and  at  shore  stations,  and  relates  to  the  International 
Convention on the Standards of Training and Certification of Watchkeeping Officers (“STCW”) also promulgated by the IMO. 
The STCW establishes minimum training, certification, and watchkeeping standards for seafarers. The SOLAS and other IMO 
regulations  concerning  safety,  including  those  relating  to  treaties  on  training  of  shipboard  personnel,  lifesaving  appliances, 
radio  equipment  and  the  global  maritime  distress  and  safety  system,  are  applicable  to  our  operations.  Flag  states  that  have 
ratified the SOLAS and STCW generally employ the classification societies, which have incorporated the SOLAS and STCW 
requirements into their class rules, to undertake surveys to confirm compliance.

 In the wake of increased worldwide security concerns, the IMO amended SOLAS and added the International Ship 
and  Port  Facility  Security  Code  (“ISPS  Code”),  which  came  into  effect  on  July  1,  2004,  to  detect  security  threats  and  take 
preventive  measures  against  security  incidents  affecting  vessels  or  port  facilities.  CCMN  has  developed  security  plans  and 
appointed and trained ship and office security officers. In addition, all of our vessels have been certified to meet the ISPS Code 
and the security requirements of the SOLAS and the Maritime Transportation Security Act (“MTSA”). 

The IMO continues to review and introduce new regulations. It is impossible to predict what additional regulations, if 
any, may be passed by the IMO and what effect, if any, such regulation may have on our operations. Non-compliance with the 
IGC  Code  or  other  applicable  IMO  regulations  may  subject  a  shipowner  or  a  bareboat  charterer  to  increased  liability  or 
penalties, may lead to decreases in available insurance coverage for affected vessels and may result in the denial of access to, or 
detention in, some ports. 

Air Emissions

The  IMO  adopted  MARPOL,  which  imposes  environmental  standards  on  the  shipping  industry  relating  to  marine 
pollution, including oil spills, management of garbage, the handling and disposal of noxious liquids, sewage and air emissions. 
MARPOL is broken into six Annexes, each of which regulates a different source of pollution. Annex I relates to oil leakage or 
spilling and applies to various vessels delivered on or after August 1, 2010. It includes requirements for the protected location 
of  the  fuel  tanks,  performance  standards  for  accidental  oil  fuel  outflow,  a  tank  capacity  limit  and  certain  other  maintenance, 
inspection  and  engineering  standards.  IMO  regulations  also  require  owners  and  operators  of  vessels  to  adopt  Shipboard  Oil 
Pollution  Emergency  Plans.  Periodic  training  and  drills  for  response  personnel  and  for  vessels  and  their  crews  are  required. 
Annexes II and III relate to harmful substances carried in bulk, in liquid or in packaged form, respectively, and Annexes IV and 
V relate to sewage and garbage management, respectively.

MARPOL 73/78 Annex VI regulations for the “Prevention of Air Pollution from Ships” apply to all vessels, fixed and 
floating  drilling  rigs  and  other  floating  platforms.  Annex  VI  sets  limits  on  sulfur  oxide  and  nitrogen  oxide  emissions  from 
vessel exhausts, emissions of volatile compounds from cargo tanks, incineration of specific substances, and prohibits deliberate 
emissions  of  ozone  depleting  substances.  Annex  VI  also  includes  a  global  cap  on  sulfur  content  of  fuel  oil  and  allows  for 
special areas to be established with more stringent controls on sulfur emissions. The certification requirements for Annex VI 
depend  on  size  of  the  vessel  and  time  of  the  periodic  classification  survey.  Ships  weighing  more  than  400  gross  tons  and 
engaged  in  international  voyages  involving  countries  that  have  ratified  the  conventions,  or  vessels  flying  the  flag  of  those 
countries, are required to have an International Air Pollution Certificate (“IAPP Certificate”). Annex VI came into force in the 
United  States  on  January  8,  2009.  All  our  vessels  delivered  or  drydocked  since  May  19,  2005  have  been  issued  IAPP 
Certificates.

  Amendments  to  Annex  VI  to  the  MARPOL  Convention  that  took  effect  in  2010  imposed  progressively  stricter 
limitations on sulfur emissions from vessels.  As of January 1, 2020, the ultimate limit of 0.5% allowable sulfur content for fuel 
used to power vessels operating in areas outside of designated emission control areas (“ECAs”) took effect.  This represents a 
substantial reduction from the previous 3.5% sulfur cap. The 0.5% sulfur cap is generally referred to as IMO 2020 and applies 
absent  the  installation  of  expensive  sulfur  scrubbers  to  meet  reduced  emission  requirements  for  sulfur.  Our  vessels  have 
achieved compliance with sulfur emission standards, where necessary, by being modified to burn gas only in their boilers when 
alongside a berth. The amendments to Annex VI also established new tiers of stringent nitrogen oxide emissions standards for 
new  diesel  engines,  depending  on  their  date  of  installation.  The  European  directive  2005/33/EC  bans  the  use  of  fuel  oils 
containing more than 0.10% sulfur by mass by any merchant vessel while at berth in any EU country. 

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Even more stringent sulfur emission standards apply in coastal areas designated as ECAs, such as the United States 
and Canadian coastal areas designated by the IMO's Marine Environment Protection Committee (“MEPC”), as discussed in the 
“U.S. Clean Air Act” below. These areas include certain coastal areas of North America and the United States Caribbean Sea. 
Annex VI Regulation 14, which came into effect on January 1, 2015, set a 0.10% sulfur limit in areas of the Baltic Sea, North 
Sea, North America, and United States Caribbean Sea ECAs.

U.S.  air  emissions  standards  are  now  equivalent  to  these  amended  Annex  VI  requirements.  Additional  or  new 
conventions,  laws  and  regulations  may  be  adopted  that  could  require  the  installation  of  expensive  emission  control  systems. 
Because our vessels are largely powered by means other than fuel oil we do not anticipate that any emission limits that may be 
promulgated will require us to incur any material costs for the operation of our vessels, but that possibility cannot be eliminated.

Clean Air Act

The U.S. Clean Air Act of 1970 (including its amendments of 1977 and 1990) (“CAA”) requires the Environmental 
Protection Agency (the “EPA”) to promulgate standards applicable to emissions of volatile organic compounds and other air 
contaminants. Our vessels are subject to vapor control and recovery requirements for certain cargos when loading, unloading, 
ballasting, cleaning and conducting other operations in regulated port areas and emission standards for so-called “Category 3” 
marine  diesel  engines  operating  in  U.S.  waters.  The  marine  diesel  engine  emission  standards  are  currently  limited  to  new 
engines beginning with the 2004 model year. On April 30, 2010, the EPA promulgated final emission standards for Category 3 
marine diesel engines equivalent to those adopted in the amendments to Annex VI to MARPOL. The emission standards apply 
in  two  stages:  near-term  standards  for  newly-built  engines  apply  from  2011,  and  long-term  standards  requiring  an  80% 
reduction in nitrogen dioxides, or NOx, apply from 2016. A further stage of reductions, known as “Tier 4” standards, has also 
been developed and implemented. However, in October 2020, EPA published a final rule to provide additional lead time for 
implementation for certain high-speed vessels. Pursuant to the final rule, the Tier 4 standards apply from model year 2022 for 
engines installed in a wide range of high-speed vessels, and from model year 2024 for engines installed in certain other such 
vessels, subject to certain limitations. Separately, in December 2019, the EPA published a final rule concerning national diesel 
fuel regulations that will allow fuel suppliers to distribute distillate diesel fuel that complies with the 0.5% international sulfur 
cap instead of fuel standards that otherwise apply to distillate diesel fuel in the United States. Fuel that does not meet the 0.5% 
sulfur cap cannot be used in ECA boundaries. Compliance with these standards may cause us to incur costs to install control 
equipment on our vessels in the future.

Anti-Fouling Requirements

Anti-fouling  systems,  such  as  paint  or  surface  treatment,  are  used  to  coat  the  bottom  of  vessels  to  prevent  the 
attachment of mollusks and other sea life to the hulls of vessels.  Our vessels are subject to the IMO’s International Convention 
on  the  Control  of  Harmful  Anti-fouling  Systems  on  Ships,  or  the  “Anti-fouling  Convention”,  which  prohibits  the  use  of 
organotin  compound  coatings  in  anti-fouling  systems.  Vessels  of  over  400  gross  tons  engaged  in  international  voyages  must 
obtain  an  International  Anti-fouling  System  Certificate  and  undergo  an  initial  survey  before  the  vessel  is  put  into  service  or 
when the anti-fouling systems are altered or replaced. In November 2020, MEPC 75 approved draft amendments to the Anti-
fouling Convention to prohibit anti-fouling systems containing cybutryne, which would apply to ships from January 1, 2023, or, 
for ships already bearing such an anti-fouling system, at the next scheduled renewal of the system after that date, but no later 
than 60 months following the last application to the ship of such a system. These amendments were  formally adopted at MEPC 
76  in  June    2021.  We  have  obtained  Anti-fouling  System  Certificates  for  all  of  our  vessels,  and  we  do  not  believe  that 
maintaining such certificates will have an adverse financial impact on the operation of our vessels.

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Oil Pollution Act and The Comprehensive Environmental Response Compensation and Liability Act

The U.S. Oil Pollution Act of 1990 (“OPA”) established an extensive regulatory and liability regime for the protection 
and cleanup of the environment from oil spills. OPA affects all owners and operators whose vessels trade or operate within the 
U.S., its territories and possessions, or whose vessels operate in the waters of the U.S., which includes the U.S. territorial seas 
and its 200 nautical mile exclusive economic zone. The Comprehensive Environmental Response, Compensation, and Liability 
Act (“CERCLA”), which applies to the discharge of hazardous substances whether on land or at sea. While OPA and CERCLA 
would not apply to the discharge of LNG, these laws may affect us because we carry oil as fuel and lubricants for our engines, 
and  the  discharge  of  these  could  cause  an  environmental  hazard.  Under  OPA,  vessel  owners  and  operators,  are  “responsible 
parties” and are jointly, severally and strictly liable (unless the spill results solely from the act or omission of a third party, an 
act of God or an act of war) for all containment and clean-up costs and other damages arising from discharges or threatened 
discharges of oil from their vessels, including bunkers (fuel). OPA defines these damages broadly to include:

•
•
•

•
•

•

injury to, destruction or loss of, or loss of use of, natural resources and related assessment costs;
injury to, or economic losses resulting from, the destruction of real and personal property;
net loss of taxes, royalties, rents, fees or net profit revenues resulting from injury, destruction or loss of real or 
personal property, or natural resources;
loss of subsistence use of natural resources that are injured, destroyed or lost;
lost  profits  or  impairment  of  earning  capacity  due  to  injury,  destruction  or  loss  of  real  or  personal  property  or 
natural resources; and
net cost of increased or additional public services necessitated by removal activities following a discharge of oil, 
such as protection from fire, safety or health hazards. 

The limits of OPA liability are the greater of $2,300 per gross ton or $19,943,400 for any tanker other than single-hull 
tank vessels, over 3,000 gross tons (subject to possible adjustment for inflation). These limits of liability do not apply, however, 
where  the  incident  is  caused  by  violation  of  applicable  U.S.  federal  safety,  construction  or  operating  regulations,  or  by  the 
responsible party's gross negligence or willful misconduct. These limits likewise do not apply if the responsible party fails or 
refuses to report the incident or to cooperate and assist in connection with the substance removal activities. OPA specifically 
permits  individual  states  to  impose  their  own  liability  regimes  with  regard  to  oil  pollution  incidents  occurring  within  their 
boundaries,  and  some  states  have  enacted  legislation  providing  for  unlimited  liability  for  discharge  of  pollutants  within  their 
waters. In some cases, states, which have enacted their own legislation, have not yet issued implementing regulations defining 
ship owners’ responsibilities under these laws.

CERCLA, which also applies to owners and operators of vessels, contains a similar liability regime and provides for 
recovery of clean up and removal costs and the imposition of natural resource damages for releases of “hazardous substances,” 
which as defined in CERCLA does not include oil. Liability under CERCLA is limited to the greater of $300 per gross ton or 
$0.5 million for each release from vessels not carrying hazardous substances as cargo or residue, and the greater of $300 per 
gross ton or $5 million for each release from vessels carrying hazardous substances as cargo or residue. As with OPA, these 
limits  of  liability  do  not  apply  where  the  incident  is  caused  by  violation  of  applicable  U.S.  federal  safety,  construction  or 
operating regulations, or by the responsible party's gross negligence or willful misconduct or if the responsible party fails or 
refuses to report the incident or to cooperate and assist in connection with the substance removal activities. OPA and CERCLA 
each  preserve  the  right  to  recover  damages  under  existing  law,  including  maritime  tort  law.  We  believe  that  we  are  in 
substantial compliance with OPA, CERCLA and all applicable state regulations in the ports where our vessels call.

OPA and CERCLA both require owners and operators of vessels to establish and maintain with the USCG evidence of 
financial responsibility sufficient to meet the maximum amount of liability to which the particular responsible person may be 
subject. Vessel owners and operators may satisfy their financial responsibility obligations by providing a proof of insurance, a 
surety bond, qualification as a self-insurer or a guaranty. Under OPA regulations, an owner or operator of more than one vessel 
is  required  to  demonstrate  evidence  of  financial  responsibility  for  the  entire  fleet  in  an  amount  equal  only  to  the  financial 
responsibility requirement of the vessel having the greatest maximum liability under OPA/CERCLA. Each of our ship owning 
subsidiaries  and  affiliates  that  has  vessels  trading  in  U.S.  waters  has  applied  for  and  obtained  from  the  U.S.  Coast  Guard 
National  Pollution  Funds  Center  three-year  certificates  of  financial  responsibility,  or  COFRs,  supported  by  guarantees 
purchased from an insurance based provider. We believe that we will be able to continue to obtain the requisite guarantees and 
that we will continue to be granted COFRs from the U.S. Coast Guard for each of our vessels that is required to have one.

29

 
 
Compliance with any new requirements of OPA and future legislation or regulations applicable to the operation of our 
vessels  could  impact  the  cost  of  our  operations  and  adversely  affect  our  business  and  ability  to  make  distributions  to  our 
shareholders. We currently maintain pollution liability coverage insurance in the amount of $1 billion per incident for each of 
our vessels. If the damages from a catastrophic spill were to exceed our insurance coverage it could have an adverse effect on 
our business and results of operation.

 Bunker Convention/CLC State Certificate

The  International  Convention  on  Civil  Liability  for  Bunker  Oil  Pollution  2001,  (“the  Bunker  Convention”),  entered 
into force on November 21, 2008. The Bunker Convention provides a liability, compensation and compulsory insurance system 
for the victims of oil pollution damage caused by spills of bunker oil. The Bunker Convention imposes strict liability on ship 
owners (including the registered owner, bareboat charterer, manager or operator) for pollution damage in jurisdictional waters 
of ratifying states caused by discharges of bunker fuel. Registered owners of any sea going vessel and seaborne craft over 1,000 
gross tonnage, of any type whatsoever, and registered in a State Party, or entering or leaving a port in the territory of a State 
Party, will be required to maintain insurance which meets the requirements of the Bunker Convention and to obtain a certificate 
issued by a State Party attesting that such insurance is in force. The State Party issued certificate must be carried on board at all 
times. P&I Clubs in the International Group issue the required Bunker Convention “Blue Cards” provide evidence that there is 
insurance in place that meets the Bunker Convention requirements and thereby enable signatory states to issue certificates. All 
of our vessels have received “Blue Cards” from their P&I Club and are in possession of a Civil Liability Convention (CLC) 
State-issued certificate attesting that the required insurance cover is in force.

Ballast Water Management Convention, Clean Water Act and National Invasive Species Act

The  IMO  has  negotiated  international  conventions  that  impose  liability  for  pollution  in  international  waters  and  the 
territorial waters of the signatories to such conventions. The EPA and USCG, have also enacted rules relating to ballast water 
discharge for all vessels entering or operating in United States waters. Compliance requires the installation of equipment on our 
vessels  to  treat  ballast  water  before  it  is  discharged  or  the  implementation  of  other  port  facility  disposal  arrangements  or 
procedures at potentially substantial cost, and/or otherwise restrict our vessels from entering United States waters.

a. Ballast Water Management Convention

In February 2004, the IMO adopted an International Convention for the Control and Management of Ships' 
Ballast Water and Sediments (the “BWM Convention”). The BWM Convention's implementing regulations call for a 
phased  introduction  of  mandatory  ballast  water  exchange  requirements  to  be  replaced  in  time  with  mandatory 
concentration limits. As of December 31, 2021, all our operational LNG carriers and FSRU had installed ballast water 
treatment systems.

b. Clean Water Act

The U.S. Clean Water Act (the “CWA”) prohibits the discharge of oil, hazardous substances and ballast water 
in  U.S.  navigable  waters  unless  authorized  by  a  duly-issued  permit  or  exemption,  and  imposes  strict  liability  in  the 
form  of  penalties  for  any  unauthorized  discharges.  The  CWA  also  imposes  substantial  liability  for  the  costs  of 
removal,  remediation  and  damages  and  complements  the  remedies  available  under  OPA  and  CERCLA.  In  addition, 
many  U.S.  states  that  border  a  navigable  waterway  have  enacted  environmental  pollution  laws  that  impose  strict 
liability  on  a  person  for  removal  costs  and  damages  resulting  from  a  discharge  of  oil  or  a  release  of  a  hazardous 
substance. These laws may be more stringent than U.S. federal law.

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The EPA regulates the discharge of ballast and bilge water and other substances in United States waters under 
the CWA.  The EPA regulations historically have required vessels 79 feet in length or longer (other than commercial 
fishing vessels and recreational vessels) to obtain and comply with a permit that regulates ballast water discharges and 
other discharges incidental to the normal operation of certain vessels within United States waters. In March 2013, the 
EPA issued the Vessel General Permit for Discharges Incidental to the Normal Operation of Vessels, (“VGP”). The 
2013 VGP focuses on authorizing discharges incidental to operations of commercial vessels and contains ballast water 
discharge limits for most vessels to reduce the risk of invasive species in US waters, more stringent requirements for 
exhaust gas scrubbers and the use of environmentally acceptable lubricants. In December 2018, the Vessel Incidental 
Discharge  Act  (“VIDA”)  was  signed  into  law  and  restructured  the  EPA  and  the  USCG  programs  for  regulating 
incidental discharges from vessels. Rather than requiring CWA permits, the discharges will be regulated under a new 
CWA  Section  312(p)  establishing  Uniform  National  Standards  for  Discharges  Incidental  to  Normal  Operation  of 
Vessels.  Under  VIDA,  VGP  provisions  and  existing  USCG  regulations  will  be  phased  out  over  a  period  of 
approximately four years and replaced with National Standards of Performance (“NSPs”) to be developed by EPA and 
implemented and enforced by the USCG. Under VIDA, the EPA was directed to develop the NSPs by December 2020 
and  the  USCG  is  directed  to  develop  its  corresponding  regulations  two  years  after  EPA  develops  the  NSPs.  On 
October  26,  2020,  EPA  issued  proposed  regulations  to  establish  NSPs,  including  general  discharge  standards  of 
performance, covering general operation and maintenance, biofouling management, and oil management, and specific 
discharge standards applicable to specified pieces of equipment and systems. The 2013 VGP was scheduled to expire 
in December 2018, however, under VIDA the provisions of the 2013 VGP will remain in place until the new EPA and 
USCG regulations are in place, which remain outstanding. Pursuant to the requirements in the VGP, vessel owners and 
operators  must  meet  twenty-five  sets  of  state-specific  requirements  as  the  CWA’s  401  certification  process  allows 
tribes  and  states  to  impose  their  own  requirements  for  vessels  operating  within  their  waters.  Vessels  operating  in 
multiple jurisdictions could face potentially conflicting conditions specific to each jurisdiction that they travel through.

c. National Invasive Species Act

The USCG regulations adopted under the U.S. National Invasive Species Act (“NISA”) require the USCG's 
approval  of  any  technology  before  it  is  placed  on  a  vessel.  As  a  result,  the  USCG  has  provided  waivers  to  vessels 
which  could  not  install  the  then  as-yet  unapproved  technology.  In  May  2016,  the  USCG  published  a  review  of  the 
practicability of implementing a more stringent ballast water discharge standard. The results concluded that technology 
to  achieve  a  significant  improvement  in  ballast  water  treatment  efficacy  cannot  be  practically  implemented.  In 
February 2016, the USCG issued a new rule amending the Coast Guard’s ballast water management record-keeping 
requirements. Effective February 22, 2016, vessels with ballast tanks operating exclusively on voyages between ports 
or  places  within  a  single  Captain  of  the  Port  zone  were  required  to  submit  an  annual  report  of  their  ballast  water 
management practices. Further, under the amended requirements, vessels may submit their reports after arrival at the 
port  of  destination  instead  of  prior  to  arrival.  As  discussed  above,  under  VIDA,  existing  USCG  ballast  water 
management regulations will be phased out over a period of approximately four years and replaced with NSPs to be 
developed by EPA and implemented and enforced by the USCG.

European Union Regulations

In  October  2009,  the  European  Union  amended  a  directive  to  impose  criminal  sanctions  for  illicit  ship-source 
discharges of polluting substances, including minor discharges, if committed with intent, recklessly or with serious negligence 
and  the  discharges  individually  or  in  the  aggregate  result  in  deterioration  of  the  quality  of  water.  Aiding  and  abetting  the 
discharge of a polluting substance may also lead to criminal penalties. The directive applies to all types of vessels, irrespective 
of their flag, but certain exceptions apply to warships or where human safety or that of the ship is in danger. Criminal liability 
for pollution may result in substantial penalties or fines and increased civil liability claims.  Regulation (EU) 2015/757 of the 
European  Parliament  and  of  the  Council  of  29  April  2015  (amending  EU  Directive  2009/16/EC)  governs  the  monitoring, 
reporting  and  verification  of  carbon  dioxide  emissions  from  maritime  transport,  and,  subject  to  some  exclusions,  requires 
companies with ships over 5,000 gross tonnage to monitor and report carbon dioxide emissions annually, which may cause us 
to incur additional expenses.  

31

The  European  Union  has  adopted  several  regulations  and  directives  requiring,  among  other  things,  more  frequent 
inspections of high-risk ships, as determined by type, age and flag as well as the number of times the ship has been detained. 
The European Union also adopted and extended a ban on substandard ships and enacted a minimum ban period and a definitive 
ban  for  repeated  offenses.  The  regulation  also  provided  the  European  Union  with  greater  authority  and  control  over 
classification societies, by imposing more requirements on classification societies and providing for fines or penalty payments 
for  organizations  that  failed  to  comply.  Furthermore,  the  EU  has  implemented  regulations  requiring  vessels  to  use  reduced 
sulfur  content  fuel  for  their  main  and  auxiliary  engines.  The  EU  Directive  2005/33/EC  (amending  Directive  1999/32/EC) 
introduced requirements parallel to those in Annex VI relating to the sulfur content of marine fuels. In addition, the EU imposed 
a 0.1% maximum sulfur requirement for fuel used by ships at berth in the Baltic, the North Sea and the English Channel (the so 
called  “SOx-Emission  Control  Area”).  As  of  January  2020,  EU  member  states  must  also  ensure  that  ships  in  all  EU  waters, 
except the SOx-Emission Control Area, use fuels with a 0.5% maximum sulfur content.

International Labour Organization

The International Labour Organization (the “ILO”) is a specialized agency of the UN that has adopted the Maritime 
Labor  Convention  2006  (“MLC  2006”).  A  Maritime  Labor  Certificate  and  a  Declaration  of  Maritime  Labor  Compliance  is 
required to ensure compliance with the MLC 2006 for all ships that are 500 gross tonnage or over and are either engaged in 
international  voyages  or  flying  the  flag  of  a  Member  and  operating  from  a  port,  or  between  ports,  in  another  country.  We 
believe that all our vessels are in substantial compliance with and are certified to meet MLC 2006.

Greenhouse Gas (“GHG”) Regulation

The  issue  of  climate  change  and  the  effect  of  GHG  emissions,  in  particular  emissions  from  fossil  fuels,  has  and 
continues  to  attract  attention  from  a  wide  range  of  groups,  including  politicians,  regulators,  financial  institutions,  and  the 
general public.

Currently, emissions of GHGs from international shipping are not subject to the international protocols and agreements 
addressing climate change, such as the 2005 Kyoto Protocol and the 2015 Paris Agreement. However, absent a global approach 
to address GHG emissions from international transport, the European Union has initiated action and is pursuing a strategy to 
integrate  maritime  emissions  into  the  overall  European  Union  strategy  to  reduce  GHG  emissions.  In  2013,  the  European 
Commission  initiated  a  three-step  strategy  aimed  at  this  reduction  consisting  of  (i)  monitoring,  reporting  and  verification  of 
carbon  dioxide  emissions  from  large  vessels  using  European  Union  ports,  (ii)  establishment  of  GHG  reduction  targets  for 
sector;  and  (iii)  implementation  of  further  measures,  including  market-based  measures  such  an  emissions  trading,  in  the 
medium to long term. EU Directive 2018/410, which amended the EU Emissions Trading System Directive, emphasized the 
need to act on GHG emissions from shipping and other sectors and called for action by either IMO or the European Union to 
address emissions from the international transport sector from 2023. The first step of the three-step strategy initiated in 2013 
was addressed with a European Union regulation that took effect in January 2018 that requires large vessels (over 5,000 gross 
tons) calling at European ports to collect and publish data on carbon dioxide emissions and other information. On September 
15,  2020,  the  European  Parliament  approved  draft  legislation,  which  has  not  yet  been  finalized,  that  would  include  GHG 
emissions  from  large  vessels  in  the  EU  emissions  trading  system  as  of  January  1,  2022  and  include  methane  emissions  in 
monitoring, reporting and verification requirements applicable to vessels. The European Parliament has also called for binding 
carbon  dioxide  reduction  targets  for  shipping  companies,  which  would  require  reduction  of  annual  average  carbon  dioxide 
emissions of all ships during operation by at least 40% relative to 2008 levels, by 2030, and apply even deeper cuts by 2050.

32

 
In  addition,  the  IMO  has  taken  some  action,  including  mandatory  measures  to  reduce  emissions  of  GHGs  from  all 
vessels that took effect in January 2013. These measures included amendments to MARPOL Annex VI Regulations requiring 
the Energy Efficiency Design Index (“EEDI”) for new vessels, and the Ship Energy Efficiency Management Plan (“SEEMP”) 
for  all  vessels.  The  regulations  apply  to  all  vessels  of  400  gross  tonnage  and  above.  The  IMO  also  adopted  a  mandatory 
requirement in October 2016, which entered into force in March 2018, that ships of 5,000 gross tonnage and above record and 
report their fuel oil consumption, with the first year of data collection having commenced on January 1, 2019. These measures 
affect the operations of vessels that are registered in countries that are signatories to MARPOL Annex VI or vessels that call 
upon ports located within such countries. MEPC subsequently adopted further amendments to MARPOL Annex VI intended to 
significantly strengthen the EEDI “phase 3” requirements. These amendments accelerate the entry into effect date of phase 3 
from 2025 to 2022 for several ship types, including gas carriers, general cargo ships and LNG carriers and require new ships 
built  from  that  date  to  be  significantly  more  energy  efficient.  The  MEPC  also  is  looking  into  the  possible  introduction  of  a 
phase  4  of  EEDI  requirements.  The  implementation  of  the  EEDI  and  SEEMP  standards  could  cause  us  to  incur  additional 
compliance costs. The IMO is also considering the implementation of a market-based mechanism for greenhouse gas emissions 
from vessels. The IMO adopted its initial GHG reduction strategy in 2018 and established a program of follow-up actions up to 
2023  as  a  planning  tool.  (“IMO  GHG  Strategy”).  The  IMO  GHG  Strategy  has  established  a  goal  of  a  reduction  in  carbon 
intensity of international shipping by at least 40% by 2030 compared to 2008, and by at least 50% by 2050 compared to 2008. 

In  November  2020,  the  MEPC  agreed  to  draft  amendments  to  MARPOL  Annex  VI  establishing  an  enforceable 
regulatory  framework  to  reduce  GHG  emissions  from  international  shipping,  consisting  of  technical  and  operational  carbon 
reduction measures.  These measures include use of an Energy Efficiency Existing Ship Index (“EEXI”), an operational Carbon 
Intensity Indicator (“CII”) and an enhanced SEEMP to drive carbon intensity reductions.  A vessel’s attained EEXI would be 
calculated  in  accordance  with  values  established  based  on  type  and  size  category,  which  compares  the  vessels’  energy 
efficiency to a baseline. A vessel would then be required to meet a specific EEXI based on a required reduction factor expressed 
as a percentage relative to the EEDI baseline. Under the draft MARPOL VI amendments, vessels with a gross tonnage of 5,000 
or  greater  must  determine  their  required  annual  operational  CII  and  their  annual  carbon  intensity  reduction  factor  needed  to 
ensure continuous improvement of the vessel’s CII. On an annual basis, the actual annual operational CII achieved would be 
documented  and  verified  against  the  vessel’s  required  annual  operational  CII  to  determine  the  vessel’s  operational  carbon 
intensity rating on a performance level scale of A (major superior) to E (inferior). The performance level would be required to 
be recorded in the vessel’s SEEMP. A vessel with an E rating, or three consecutive years of a D (minor inferior) rating, would 
be  required  to  submit  a  corrective  action  plan  showing  how  the  vessel  would  achieve  a  C  (moderate)  or  above  rating.  This 
regulatory  approach  is  expected  to  be  consistent  with  the  IMO  GHG  Strategy  target  of  a  40%  carbon  intensity  reduction  for 
international shipping by 2030, as compared to 2008. MEPC adopted these amendments to MARPOL Annex VI in June 2021 
and are expected to enter into force by November 2022, with the requirements for EEXI and CII certification coming into effect 
January 2023. At the same meeting, MEPC announced plans to revise the IMO GHG Strategy to establish stronger targets, with 
an aim to adoption of a revised strategy at the MEPC meeting in Spring 2023. 

An  increasing  number  of  financial  institutions  have  also  established  policies  or  commitments  to  reduce  emissions 
associated with their portfolios. In 2019, a consortium of shipping financiers launched the Poseidon Principles, a framework to 
assess  and  disclose  the  alignment  of  ship  finance  portfolios  with  the  climate-related  goals  of  the  IMO.  While  voluntary, 
signatories commit to implementing the Poseidon Principles in their internal policies. Similarly, at the 26th Conference to the 
Parties of the United Nations Framework Convention on Climate Change (“COP 26”), the Glasgow Financial Alliance for Net 
Zero (“GFANZ”) announced that commitments from over 450 firms across 45 countries had resulted in over $130 trillion in 
capital  committed  to  net  zero  goals.  The  various  sub-alliances  of  GFANZ  generally  require  participants  to  set  short-term, 
sector-specific  targets  to  transition  their  financing,  investing,  and/or  underwriting  activities  to  net  zero  emissions  by  2050.  
There  is  also  a  risk  that  financial  institutions  will  be  required  to  adopt  policies  that  have  the  effect  of  reducing  the  funding 
provided to the fossil fuel sector. In late 2020, the Federal Reserve announced that it had joined the Network for Greening the 
Financial  System,  a  consortium  of  financial  regulators  focused  on  addressing  climate-related  risks  in  the  financial  sector. 
Subsequently,  the  Federal  Reserve  has  issued  a  statement  in  support  of  the  efforts  of  the  NGFS  to  identify  key  issues  and 
potential solutions for the climate-related challenges most relevant to central banks and supervisory authorities. Limitation of 
investments in and financings for fossil fuel energy companies could result in the restriction, delay or cancellation of drilling 
programs or development, production, liquefaction, or related activities, which may ultimately reduce demand for our services. 
Additionally,  the  Securities  and  Exchange  Commission  announced  its  intention  to  promulgate  rules  requiring  climate 
disclosures.  Although  the  form  and  substance  of  these  requirements  is  not  yet  known,  this  may  result  in  additional  costs  to 
comply with any such disclosure requirements.

33

In the U.S., the EPA issued a finding that GHGs endanger public health and safety and has adopted regulations that 
regulate  the  emission  of  GHGs  from  certain  sources.  For  example,  fossil  fuel  companies  to  whom  we  provide  services  are 
subject to regulations by various government agencies, which may include the EPA and bodies within the Department of the 
Interior  (“DOI”).  These  regulations  may  include  restrictions  on  certain  oil  &  gas  production  or  stimulation  techniques, 
requirements  for  the  installation  and  use  of  certain  emissions  control  technologies,  and  other  regulations  that  may  adversely 
impact the operations of our customers, which may ultimately reduce demand for our services. Regarding our own operations, 
the  EPA  enforces  both  the  CAA  and  the  international  standards  found  in  Annex  VI  of  MARPOL  concerning  marine  diesel 
emissions, and the sulfur content found in marine fuel. Other federal and state regulations relating to the control of greenhouse 
gas emissions may follow, including climate change initiatives that have been considered in the U.S. Congress. Notably, the 
U.S. rejoined the Paris Agreement in February 2021, and, in April 2021, announced a new, more rigorous nationally determined 
emissions  reduction  level  of  50-52%  reduction  from  2005  levels  in  economy-wide  net  GHG  emissions  by  2030.  At  the 
international level, at COP 26, the U.S. and European Union jointly announced the launch of the Global Methane Pledge, an 
initiative  committing  to  a  collective  goal  of  reducing  global  methane  emissions  by  at  least  30%  from  2020  levels  by  2030, 
including “all feasible reductions” in the energy sector. 

Any passage of climate control legislation or other regulatory or policy initiatives by the IMO, the European Union, 
the United States, or other countries where we operate, or any treaty adopted at the international level that restricts emissions of 
GHGs  from  vessels,  could  require  us  to  make  significant  financial  expenditures  that  we  cannot  predict  with  certainty  at  this 
time. In addition, even without such regulation, our business may be indirectly affected to the extent that climate change results 
in sea level changes or more intense weather events.

Other Regulations

Our LNG vessels may also become subject to the International Convention on Liability and Compensation for Damage 
in Connection with the Carriage of Hazardous and Noxious Substances by Sea, or HNS, adopted in 1996, the HNS Convention, 
and subsequently amended by the April 2010 Protocol. The HNS Convention creates a regime of liability and compensation for 
damage from hazardous and noxious substances, including liquefied gases. The HNS Convention introduces strict liability for 
the ship owner and covers pollution damage as well as the risks of fire and explosion, including loss of life or personal injury 
and damage to property. At least 12 states must ratify or accede to the 2010 Protocol for it to enter into effect. In July 2019, 
South Africa became the 5th state to ratify the protocol. At least 7 more states must ratify or accede to the treaty for it to enter 
into effect.

The April 2010 Protocol sets up a two-tier system of compensation composed of compulsory insurance taken out by 
ship owners and an HNS fund that comes into play when the insurance is insufficient to satisfy a claim or does not cover the 
incident. Under the 2010 Protocol, if damage is caused by bulk HNS, claims for compensation will first be sought from the ship 
owner  up  to  a  maximum  of  100  million  Special  Drawing  Rights,  or  SDR.  SDR  is  a  potential  claim  on  the  freely  usable 
currencies of the IMF members. If the damage is caused by packaged HNS or by both bulk and packaged HNS, the maximum 
liability is 115 million SDR. Once the limit is reached, compensation will be paid from the HNS Fund up to a maximum of 250 
million SDR. We cannot estimate the costs that may be needed to comply with any such requirements that may be adopted with 
any certainty at this time.

C.            Organizational Structure

For a list of our significant subsidiaries, please see Exhibit 8.1 to this annual report and note 4 “Subsidiaries” of our 
consolidated financial statements included herein. All of our subsidiaries are, directly or indirectly, wholly-owned by us except 
for Hilli LLC, Hilli Corp and Gimi MS Corporation (“Gimi MS”). 

D.            Property, Plant and Equipment

For information on our fleet, please see the section of this item entitled “Vessel Operations”.

We do not own any interest in real estate. As of December 31, 2021, we lease approximately 10,700 square feet of 
office space in London and  approximately 32,000 square feet of office space in Oslo. For our ship management operations, we 
lease approximately 4,200 square feet of office space in Malaysia, approximately 5,500 square feet of office space in Croatia, 
approximately 2,500 square feet of office space in Bermuda and approximately 2,100 square feet of office space in Cameroon. 

34

  
ITEM 4A.  UNRESOLVED STAFF COMMENTS

None.

ITEM 5.  OPERATING AND FINANCIAL REVIEW AND PROSPECTS

The following discussion of our financial condition and results of operations should be read in conjunction with the 
sections of this Annual Report entitled “Item 4. Information on the Company” and our audited financial statements and notes 
thereto, included herein. Our financial statements have been prepared in accordance with U.S. GAAP. This discussion includes 
forward-looking statements based on assumptions about our future business. You should also review the section of this Annual 
Report  entitled  “Cautionary  Statement  Regarding  Forward-Looking  Statements”  and  “Item  3.  Key  Information  -  D.  Risk 
Factors” for a discussion of important factors that could cause our actual results to differ materially from the results described in 
or implied by certain forward-looking statements.

Significant Developments in Early 2022

Financings

(i) 2017 Convertible bonds

In  February  2022,  we  fully  redeemed  the  outstanding  notional  value  of  our  2017  Convertible  Bonds,  inclusive  of 

interest, amounting to $321.7 million.

(ii) Corporate bilateral facility

In  February  2022,  Golar  LNG  executed  a  $250  million  corporate  bilateral  facility  with  Sequoia  Investment 
Management secured by our shareholding in FLNG Hilli and Gimi. The corporate bilateral facility has a tenor of 7-years with a 
bullet payment maturing in February 2029 and bears interest of LIBOR plus a margin range of 4.5% to 5.5%, subject to certain 
financial ratio thresholds. The corporate bilateral facility remained undrawn as of April 14, 2022 and will remain available for 
drawdown until 30 June 2022.

(iii) Norwegian Bonds

In October 2021, we placed $300 million in senior unsecured bonds carrying a fixed coupon of 7% in the Nordic bond 

market (the “Norwegian Bonds”). In March 2022, we subsequently listed the Norwegian bonds on the Oslo Børs. 

(iv) Share buyback

In March 2022, we repurchased 368,496 shares in Golar LNG, as part of our share repurchase program, at a total cost 
of $6.6 million, inclusive of related fees. These shares were subsequently cancelled in March 31, 2022, reducing the balance of 
issued and outstanding common shares.

(v) Sale of NFE common stock

In April 2022, we sold 6.2 million shares of our NFE common stock raising net proceeds of $253.0 million. We plan to 
use  these  proceeds  to  deploy  FLNG  growth  projects  and  general  corporate  purposes.  Following  the  sale  of  such  shares,  our 
remaining holdings in NFE common stock is 12.4 million. 

UK tax lease benefits

In  April  2022,  we  settled  and  paid  in  full,  the  UK  HMRC,  our  liability  in  relation  to  past  tax  leases,  amounting  to 
$63.5 million, of which $16.0 million was funded from our restricted cash. The first priority security interest on the Gandria 
and the second priority security interests on the Golar Tundra and Golar Frost  were also released. 

35

Completion of the sale of eight TFDE LNG vessels to Cool Co

On January 26, 2022, we and Cool Co, our wholly owned subsidiary, entered into the Vessel SPA under which Cool 
Co  will  acquire  eight  modern  TFDE  LNG  vessels  and  the  Cool  Pool  Limited,  the  fleet's  commercial  management  company, 
from  us.  The  purchase  price  for  each  vessel  was  agreed  at  $145.0  million,  subject  to  working  capital  and  debt  adjustments. 
Following  completion  of  the  transactions  contemplated  under  the  Vessel  SPA  in  April  2022,  we  now  own  31.3%  interest  in 
Cool Co. The existing sale and leaseback loans, except for the loans secured over the Golar Ice and Golar Kelvin which will be 
assumed  by  Cool  Co,  were  refinanced  in  connection  with  the  closing  of  the  Vessel  SPA  and  were  contemporaneously 
deconsolidated from our financial statements. Post completion of the transactions contemplated under the Vessel SPA, we will 
continue to be the guarantor to the Golar Ice and Golar Kelvin sale and leaseback arrangements. Subject to certain adjustments 
which  include  but  are  not  limited  to  net  debt  and  working  capital  at  the  date  of  deconsolidation,  the  indicative  book  loss  on 
disposal is estimated at $200 - $250 million.

Factors Affecting Our Future Results of Operations and Financial Condition

Our historical results of operations and cash flows may not be indicative of our future results of operations which may 

be principally affected for the following reasons:

•

•

•

•

•

•

A decline in NFE's share price may adversely affect our business. On April 15, 2021, upon the closing of the Hygo 
Merger, we received 18.6 million shares of NFE common stock valued at $44.65 per share and subsequent to our sale 
of  6.2  million  shares  of  NFE  common  stock  in  April  2022,  we  now  hold  12.4  million  shares.  Our  future  results  of 
operations are therefore exposed to the volatility of NFE's share price. Subsequent to the Hygo Merger, the price of 
NFE common shares has fluctuated significantly, reaching a low of $19.17 per share in February 2022 and recovering 
to $48.29 in April 2022. Should the price of NFE common shares fall materially, our cash flows, financial condition 
and results of operations could be adversely affected.

Operation  and  maintenance  of  external  vessels.  In  December  2020,  the  LNG  Croatia  was  accepted  by  LNG 
Hrvatska,  its  customer,  following  her  conversion  to  a  FSRU.  Under  the  O&M  Agreement,  we  will  operate  and 
maintain the LNG Croatia for a minimum period of 10 years, effective January 1, 2021. Should we be unable to meet 
our obligations under the O&M agreement, we could be obligated to pay damages to LNG Hrvatska which could have 
a negative impact on our earnings and cash flow and harm our reputation.

Conversion of the Gimi. FLNG Gimi conversion project is 82% technically complete as of April 14, 2022. The FLNG 
conversion requires highly specialized contractors and is subject to risk of delay or default by shipyard or other factors 
outside our or the shipyard's control such as COVID-19. In the event the shipyard does not perform under the terms of 
the agreement and we are unable to enforce certain refund guarantees with third party banks, we may lose part or all of 
our  investment,  breach  certain  bank  covenants  which  will  obligate  us  to  repay  the  outstanding  debt  principal  and 
associated interest and penalties and harm our reputation as a FLNG company.

Utilization  of  the  Hilli's  full  capacity.  In  July  2021,  we  signed  an  agreement  with  the  Customer  to  increase  the 
utilization of Hilli (“the Hilli Extended Capacity Agreement”). Commencing in January 2022, the capacity utilization 
of  Hilli  will  increase  by  0.2  million  tons  of  LNG,  bringing  total  utilization  in  2022  to  1.4  million  tons  (“2022 
Incremental  Capacity”).  Under  the  Hilli  Extended  Capacity  Agreement,  we  also  granted  the  Customer  an  option  to 
increase the capacity utilization of Hilli by up to 0.4 million tons of LNG per year from January 1, 2023 through to the 
end of the current contract term in July 2026, which must be declared by the Customer during the third quarter of 2022 
(“2023  Incremental  Capacity”).  Should  the  option  for  the  2023  Incremental  Capacity  not  be  exercised,  this  could 
adversely affect our plans to realize the full potential of this asset and maximize return on our investment.

Our results are dependent on the performance of our equity method investments. Given our substantial investments 
in  Cool  Co  and  Avenir,  adverse  net  results  from  these  investees  could  affect  our  earnings  which  may  eventually 
negatively impact the price of our common shares.

Our results are affected by fluctuations in the fair value of our derivative instruments. The change in fair value of 
our derivative instruments is included in our net income. These changes may fluctuate significantly as interest rates, 
the price of our common shares or the price of commodities fluctuate. This includes changes in the fair value of the 
Brent linked and the TTF linked derivative instruments. 

36

•

•

Risk  of  breach  of  certain  debt  covenants.  Our  loan  agreements  and  lease  financing  arrangements  require  us  to 
maintain specific financial levels and ratios, including minimum amounts of available cash, minimum ratios of current 
assets to current liabilities (excluding current portion of long-term debt), minimum levels of stockholders’ equity and 
maximum  loan  amounts  to  value.  If  certain  covenants  are  breached,  we  may  be  required  to  make  further  principal 
repayments ahead of our loan maturity which would reduce our available cash.

Our vessels' net book value may be impaired. Our vessels are reviewed for impairment whenever events or changes in 
circumstances, such as a sale of one or more of our vessels, indicate that the carrying amount may not be recoverable. 
In assessing the recoverability of our long-lived assets' carrying amounts, we make assumptions regarding estimated 
undiscounted future cash flows, such as the vessels' economic useful life and estimates in respect of residual or scrap 
value. If the market value of our vessels declines, we may be required to record an impairment charge in our financial 
statements, which could adversely affect our results of operations. 

Please see the section of this Annual Report entitled “Item 3. Key Information - D. Risk Factors” for a discussion of 

certain risks inherent in our business.

Important Financial and Operational Terms and Concepts

We use a variety of financial and operational terms and concepts when analyzing our performance. These include the 

following:

Liquefaction  services  revenue.  Liquefaction  services  revenue  is  generated  from  the  LTA  entered  into  with  our 
customer in relation to the FLNG Hilli. Our provision of liquefaction services capacity includes the receipt of the customer’s 
gas, treatment and temporary storage on board our FLNG, and delivery of LNG to waiting carriers. We recognize revenue when 
obligations under the terms of the LTA and its subsequent addendum are satisfied. We have applied the practical expedient to 
recognize liquefaction services revenue in proportion to the amount we have the right to invoice.

Operating revenues (including revenue from collaborative arrangement). Total operating revenues primarily refers 
to time and voyage charter revenues. We recognize revenues from time and voyage charters over the term of the charter as the 
applicable vessel operates under the charter. We do not recognize revenue during days when the vessel is off-hire, unless the 
charter  agreement  makes  a  specific  exception.  Operating  revenues  includes  revenues  from  vessels  engaged  in  collaborative 
arrangements,  in  the  Cool  Pool.  Specifically,  for  the  Cool  Pool,  pool  earnings  (gross  earnings  of  the  pool  less  costs  and 
overheads  of  the  Cool  Pool  and  fees  to  the  Pool  Manager)  are  aggregated  and  then  allocated  to  the  pool  participants  in 
accordance with the number of days each of their respective vessels are in the pool during results sharing period.

Voyage, charterhire expenses and commission expenses, net (including expenses from collaborative arrangement).

Voyage  expenses,  which  are  primarily  fuel  costs  but  which  also  include  other  costs  such  as  port  charges,  are  paid  by  our 
charterers under our time charters. However, we may incur voyage related expenses during off-hire periods when positioning or 
repositioning vessels before or after the period of a time charter or before or after drydocking. While a vessel is on-hire, fuel 
costs  are  typically  paid  by  the  charterer,  whereas  during  periods  of  commercial  waiting  time,  fuel  costs  are  paid  by  us. 
Charterhire  expenses  refer  to  the  cost  of  chartering-in  vessels  to  our  fleet  and  commissions  relate  to  brokers'  commissions. 
Furthermore, voyage, charterhire expenses and commission expenses, net includes related net revenue or  expenses attributable 
to the other participants engaged in the collaborative arrangements and pooling arrangements.

Realized and unrealized gain/(loss) on oil and gas derivative instruments. Realized and unrealized gain/(loss) on the 
oil  derivative  instrument  is  the  fair  value  of  the  oil  derivative  determined  using  the  estimated  discounted  cash  flows  of  the 
additional payments due to us as a result of oil prices moving above a contractual oil price floor over the term of the Hilli's 
LTA. Realized and unrealized gain on the gas derivative instrument is the fair value of the gas derivative determined using the 
estimated discounted cash flows of the additional payments due to us as a result of forecast natural gas prices and forecast Euro/
USD exchange rates. Significant inputs used in the valuation of the oil and gas derivative instruments include management’s 
estimate  of  an  appropriate  discount  rate  and  the  length  of  time  necessary  to  blend  the  long-term  and  short-term  oil  and  gas 
prices obtained from quoted prices in active markets. The changes in fair value of our oil and gas derivative instruments are 
recognized  in  each  period  within  “Realized  and  unrealized  gain/(loss)  on  oil  and  gas  derivative  instruments”  as  part  of  the 
consolidated statement of operations.

37

Adjusted EBITDA. Adjusted EBITDA is calculated by taking net income before net income/(loss) from discontinued 
operations,  tax,  interest,  equity  in  net  (losses)/income/(losses)  from  equity  method  investments,  unrealized  mark-to-market 
movements on the oil and gas derivative instruments, other non-operating income/(expenses), impairment of long-term assets 
and depreciation and amortization. Adjusted EBITDA is a financial measure used by management and investors to assess our 
total financial and operating performance. Management believes that Adjusted EBITDA assists management and investors by 
increasing the comparability of our total performance from period to period against the performance of other companies. 

Interest  expense  and  interest  income.  Interest  expense  depends  on  our  and  our  consolidated  lessor  VIE  entities' 
overall level of borrowings and all-in borrowing costs, including the amortization of deferred financing costs associated with 
such borrowings. Given we are deemed to be the primary beneficiary of our lessor VIEs, we have consolidated the VIEs net 
results into our consolidated results. Although consolidated into our results, we have no control over the funding arrangements 
negotiated by these lessor VIEs which includes the interest rates to be applied. 

Income/(losses)  from  equity  method  investments.  This  includes  our  share  of  the  income/(losses)  from  our  equity 
method investments. Affiliates are entities over which we generally have between 20% and 50% of the voting rights, or over 
which  we  have  significant  influence,  but  do  not  exercise  control  or  have  the  power  to  control  the  financial  and  operational 
policies. These are accounted for by the equity method of accounting. This also extends to entities in which we hold a majority 
ownership  interest,  but  we  do  not  control,  due  to  the  participating  rights  of  non-controlling  interests.  We  record  our  equity 
method  investment  at  cost  and  adjust  the  carrying  amount  for  our  share  of  the  income/(losses)  from  our  equity  method 
investment subsequent to the date of the investment and report the recognized earnings or losses in the statement of income. 
The excess, if any, of the purchase price over book value of our equity method investment, or basis difference, is included in the 
consolidated balance sheets as “Equity method investments” amortized through the consolidated statements of operations. 

Time  charter  equivalent  (“TCE”).  TCE  is  calculated  by  taking  total  operating  revenue  less  liquefaction  services 
revenue, vessel and other management fees and voyage and commission expenses, net divided by calendar days less scheduled 
off-hire days. It is the typical shipping industry performance measure used primarily to compare period-to-period changes in the 
shipping  fleet's  net  revenue  performance  despite  changes  in  the  mix  of  charter  types  (i.e.  spot  charters,  time  charters  and 
bareboat  charters)  under  which  the  vessel  may  be  employed  between  the  periods.  Management  believes  that  TCE  assists 
management  in  making  decisions  regarding  the  deployment  and  utilization  of  its  shipping  fleet  and  in  evaluating  financial 
performance.

Calendar days less offhire days. The calendar days less offhire days for our fleet is the total number of days in a given 
period that our vessels were in our possession less the total number of days off-hire. We define days off-hire as days lost to, 
among  other  things,  operational  deficiencies,  drydocking  for  repairs,  maintenance  or  inspection,  scheduled  lay-up,  vessel 
conversions,  equipment  breakdowns,  special  surveys  and  vessel  upgrades,  delays  due  to  accidents,  crewing  strikes,  certain 
vessel detentions or similar problems, or our failure to maintain the vessel in compliance with its specifications and contractual 
standards or to provide the required crew, or periods of commercial waiting time during which we do not earn charter revenue.

Inflation and Cost Increases

Although  inflation  has  had  a  moderate  impact  on  operating  expenses,  interest  costs,  drydocking  expenses  and 
overheads,  we  do  not  expect  inflation  to  have  a  significant  impact  on  direct  costs  in  the  current  and  foreseeable  economic 
environment other than potentially in relation to insurance costs and crew costs. LNG transportation is a business that requires 
specialist skills that take some time to acquire and the number of vessels is increasing. Therefore, there has been an increased 
demand for qualified crews, which has and will continue to the same extent to put inflationary pressure on crew costs. Only 
vessels on full cost pass-through charters would be fully protected from crew cost increases. 

38

A.  Operating Results

Year ended December 31, 2021 compared with the year ended December 31, 2020

On  April  15,  2021,  we  completed  the  GMLP  Merger  and  the  Hygo  Merger.  Prior  to  the  GMLP  Merger  and  Hygo 
Merger, we operated in four reportable segments, “Vessel and other operations, “FLNG,” “Power” and “Corporate and other.” 
The disposal of our interest in Hygo signaled our exit from Power operations and we ceased to consider the Power operations as 
a reportable segment (as defined under United States Generally Accepted Accounting Principles (“U.S. GAAP”)) with effect 
from the first quarter of 2021. Consequently, management has therefore concluded that we provide and operate three distinct 
reportable  segments:  “Shipping”,  “FLNG”  and  “Corporate  and  other”.  See  note  6  “Segment  Information”  and  note  14 
“Discontinued Operations” of the audited consolidated financial statements included herein for additional information on our 
segments and the GMLP Merger and the Hygo Merger, respectively. 

Reconciliations of the 2021 and 2020 consolidated net income/(loss) to Adjusted EBITDA are as follows:

(in thousands of $)

Net income/(loss)

Income taxes

Income/(loss) before income taxes

Depreciation and amortization

Unrealized (gain)/loss on oil and gas derivative instruments

Other non-operating losses/(income), net

Interest income

Interest expense

(Gains)/losses on derivative instruments

Other financial items, net

Income/(losses) from equity method investments

Net (income)/loss from discontinued operations

Adjusted EBITDA

December 31,

2021

2020

Change

% Change

560,615   

(167,930)   

728,545 

1,740   

562,355   

105,952   

(179,891)   

361,928   

(139)   

55,163   

(24,348)   

759   

(1,080)   

(568,049)   

312,650   

981   

(166,949)   

107,923   

45,100   

(5,682)   

(1,572)   

69,354   

52,423   

1,552   

538   

175,989   

278,676   

759 

729,304 

(1,971) 

(224,991) 

367,610 

1,433 

(14,191) 

(76,771) 

(793) 

(1,618) 

(744,038) 

33,974 

 (434) %

 77  %

 (437) %

 (2) %

 (499) %

 (6470) %

 (91) %

 (20) %

 (146) %

 (51) %

 (301) %

 (423) %

 12  %

Discussed below are our financial statement line items of our consolidated results of operations for the years ended  December 
31, 2021 and 2020 that are not covered by the segmental analysis presented later in this section:

Depreciation and amortization: Depreciation and amortization decreased by $2.0 million to $106 million for the year ended 
December 31, 2021 compared to $108 million for the same period in 2020, principally due to:

•

•

•

$0.2 million decrease in LNG Croatia's (formerly the Golar Viking) depreciation which relates to depreciation prior to 
her entry into the shipyard for conversion to a FSRU. There was no comparable charge in 2021 following her disposal 
in December 2020; 

$0.5  million  decrease  in  the  Golar  Tundra's  depreciation  run-rate  in  2021  given  lower  drydocking  cost  capitalized 
following her drydock in 2020; and

decrease  in  depreciation  for  the  year  ended  December  31,  2021,  compared  to  2020,  as  certain  components  of  the 
vessels' costs with shorter useful economic lives, were fully depreciated in 2020.

39

 
 
 
 
 
 
 
 
 
 
 
 
 
Unrealized  (gain)/loss  on  the  oil  and  gas  derivative  instruments:  The  unrealized  (gain)/loss  on  oil  and  gas  derivative 
instruments increased by $225.0 million to a gain of $179.9 million for the year ended December 31, 2021, compared to a loss 
of $45.1 million in 2020, principally due to:

•

•

•

Unrealized (gain)/loss on Hilli oil derivative instrument: Relates to the mark-to-market movement on the fair value of 
the  Hilli  oil  derivative  instrument  which  is  determined  using  the  estimated  discounted  cash  flows  of  the  additional 
payments due to us as a result of Brent oil prices moving above a contractual oil price floor over the remaining term of 
the  LTA.  Unrealized  (gain)/loss  on  Hilli  oil  derivative  instrument  increased  by  $172.0  million  to  a  gain  of  $126.9 
million for the year ended December 31, 2021, compared to a loss of $45.1 million for the same period in 2020, due to 
improvements in the future Brent oil price curves over the LTA's remaining contractual term.

Unrealized gain on Hilli gas derivative instrument: In July 2021, we signed the Hilli Extended Capacity Agreement 
with the Hilli Customer which resulted in the recognition of a gas derivative asset, linked to the Dutch Title Transfer 
Facility  (“TTF”).  The  mark-to-market  movement  on  the  fair  value  of  our  Hilli  gas  derivative  asset  was  determined 
using the estimated discounted future cash flows of the additional payments due to us as a result of the future TTF gas 
prices and forecasted EUR/USD exchange rates. The unrealized gain on the Hilli gas derivative asset resulted in a gain 
of $51.3 million for the year ended December 31, 2021. There was no comparable gain recognized in 2020.

Unrealized mark-to-market adjustment for commodity swap derivatives: As of December 31, 2021, we were party to 
commodity  swaps  to  manage  our  exposure  on  the  2022  Incremental  Capacity  on  the  Hilli  which  resulted  in  an 
unrealized gain of $1.7 million for the year ended December 31, 2021. There was no comparable gain for 2020.

Other non-operating losses/(income), net: Other non-operating losses, net, increased by $367.6 million to $361.9 million for 
the year ended December 31, 2021 compared to $5.7 million income for the same period in 2020, principally due to:

•

•

•

•

$295.8 million cumulative unrealized mark-to-market loss on our NFE shares which we received as consideration for 
the Hygo Merger. There was no comparable loss in 2020; 

$71.7  million  contingent  liability  recognized  in  relation  to  the  expected  settlement  of  the  UK  tax  lease  inquiry  with 
HMRC (note 29). There was no comparable contingent liability in 2020;

partially offset by $5.6 million of dividend receipts from NFE; and 

the $5.7 million gain on disposal in 2020 relating to the gain on disposal of the converted FSRU vessel LNG Croatia to 
LNG Hrvatska (note 18). There was no comparable gain in 2021.

Interest income: Interest income decreased by $1.4 million to $0.1 million for the year ended December 31, 2021 compared to 
$1.6 million for the same period in 2020. The decrease was primarily due to a decrease in the returns on our fixed deposits that 
had been made during the year ended 2021, and a decrease in the income derived from the lending capital of our lessor VIEs, 
which we are required to consolidate under U.S. GAAP. 

Interest expense: Interest expense decreased by $14.2 million to $55.2 million for the year ended December 31, 2021 compared 
to $69.4 million for the same period in 2020 due to:

•

•

•

•

$14.4  million  decrease  in  interest  expense  arising  on  the  loan  facilities  of  our  consolidated  lessor  VIEs  following 
scheduled capital repayments;

$8.5 million decrease in interest expense relating to the refinancing of the Golar Bear facility with AVIC International 
Leasing Company Limited (“AVIC”) and the repayments in 2020 of the Golar Viking facility, the Margin Loan facility 
and  the  Term  Facility  (see  note  21  “Debt”  of  our  consolidated  financial  statements  included  herein  for  more 
information);
$1.7 million decrease in amortization of deferred financing costs following repayments of the Golar Viking facility and 
the Margin Loan facility in 2020, and the amendments of our four vessels' sale and leaseback debts with ICBC Finance 
Leasing Co. Ltd (“ICBCL”) in 2021; and

$1.6  million  decrease  in  interest  expense  on  the  Golar  Arctic  and  the  Golar  Frost  facilities  due  to  a  reduction  in 
LIBOR.

40

This decrease in interest expense was partially offset by:

•

•

$8.2 million increase in interest expense relating to the Norwegian Bonds and the Revolving Credit Facility (“RCF”) 
entered in October 2021 and  December 2020, respectively; and  
$4.0  million  decrease  in  capitalized  interest  on  borrowing  costs  in  relation  to  our  qualifying  investments  in  Hygo 
(subsequently disposed of) and Avenir. Hygo's Sergipe Power Plant commenced operations in late March 2020, and 
Avenir's first vessel was delivered in October 2020, resulting in the cessation of capitalizing interest.

Gains/(losses) on derivative instruments: Gains/(losses) on derivative instruments increased by $76.8 million to a gain of $24.3 
million for the year ended December 31, 2021 compared to a loss of $52.4 million for the same period in 2020. The change is 
primarily due to:

• Mark-to-market adjustment for interest rate swap derivatives: As of December 31, 2021, we have an interest rate swap 
portfolio with a notional value of $505.0 million (2020: $597.5 million), none of which are designated as hedges for 
accounting purposes. Net unrealized gains on the interest rate swaps increased to a gain of $27.0 million for the year 
ended December 31, 2021 compared to an unrealized loss of $38.6 million for the same period in 2020. The unrealized 
gains were due to the increase in the long-term swap rates, partially offset by a decrease in the notional value of our 
swap  portfolio  and  fair  value  adjustments  reflecting  our  creditworthiness  and  that  of  our  counterparties  for  the  year 
ended December 31, 2021. Realized losses on our interest rate swaps decreased to a loss of $2.9 million for the year 
ended  December  31,  2021,  compared  to  a  loss  of  $6.2  million  for  the  same  period  in  2020,  due  to  a  reduction  in 
LIBOR for the year ended December 31, 2021.

• Mark-to-market adjustment for equity derivative: In December 2014, we established a three-month facility for a Stock 
Indexed Total Return Swap Program (“Total Return Swap”) or Equity Swap Line with DNB Bank ASA in connection 
with  a  share  buyback  scheme.  In  February  2020,  we  repurchased  the  remaining  1.5  million  of  our  shares  and  0.1 
million of Golar Partners' units underlying the equity swap which terminated the Total Return Swap. The equity swap 
derivatives mark-to-market adjustment resulted in a net loss of $5.1 million recognized in the year ended December 
31, 2020. There was no comparable loss recognized in the comparable period in 2021.

Other financial items, net: Loss on other financial items, net decreased by $0.8 million to a loss of $0.8 million for the year 
ended  December  31,  2021,  compared  to  loss  of  $1.6  million  for  the  same  period  in  2020  due  to  favorable  foreign  exchange 
movement of $2.8 million, partially offset by a decrease in the amortization of debt guarantees of $1.5 million following the 
disposal of our interest in Hygo.  

Income/(losses)  from  equity  method  investment:  Income/(losses)  from  equity  method  investments  represents  our  share  of 
earnings/(losses) from our equity accounted investments in Egyptian Company for Gas Services S.A.E (“ECGS”) and Avenir. 
The increase of $1.6 million compared to 2020 was largely due to the net income from Avenir. 

Net income/(loss) from discontinued operations: 

(in thousands of $)

Share of net earnings/(losses) of Golar Partners

Share of net losses of Hygo 

Gain on disposal of equity method investments

Net income/(loss) from discontinued operations

December 31,

2021

2020

8,116   

(136,832)  

(15,008)  

574,941   

568,049   

(39,157)  

—   

(175,989)  

Change

144,948 

24,149 

574,941 

744,038 

% Change

 (106) %

 (62) %

 100  %

 (423) %

On April 15, 2021, we completed the disposals of our interests in Golar Partners and Hygo to NFE. The net income 
from  discontinued  operations  for  the  year  ended  December  31,  2021,  consists  of  our  share  of  earnings/(losses)  from 
discontinued  operations  until  April  15,  2021  and  the  resultant  gain  on  disposal  of  our  equity  method  investments  of  $574.9 
million, which represents the excess consideration over the book value of our equity accounted investments disposed of.

As of December 31, 2020, we held a 32.2% ownership interest in Golar Partners (including our 2% general partner 
interest) and 100% of the incentive distribution rights (“IDRs”). We recognized an impairment charge of $135.9 million due to 
the duration and extent of the suppressed unit price of Golar Partners and we concluded that the difference between the carrying 
value and the fair value of our equity accounted investment was no longer temporary. 

41

 
 
 
 
As of December 31, 2020, we held a 50.0% ownership interest in Hygo. Our share in net losses of Hygo principally 
relates to trading activities of the Golar Celsius and the Golar Penguin operating as LNG carriers and the performance of the 
Sergipe  Power  Plant,  including  the  Golar  Nanook  operating  as  a  FSRU,  regasifying  LNG  for  the  Sergipe  Power  Plant.  The 
decrease in our share of net losses in Hygo was mainly driven by our share of the one-off non-cash loss on the deemed disposal 
of  the  Golar  Nanook  following  the  commencement  of  her  25-year  sales  type  lease  with  Centrais  Eléctricas  de  Sergipe  S.A. 
(“CELSE”) in 2020. 

The  following  details  the  operating  results  and  Adjusted  EBITDA  for  our  reportable  segments  for  the  years  ended 

December 31, 2021 and 2020.

December 31, 2021

December 31, 2020

(in thousands of $)

Shipping

FLNG

Corporate 
and other

Total

Shipping

FLNG

Corporate 
and other

Total

Total operating revenues

202,968   

221,020   

27,777   

451,765   

191,881   

226,061   

20,695   

438,637 

Vessel operating expenses

(57,010)   

(51,196)   

(12,119)   

(120,325)   

(57,326)   

(52,104)   

504   

(108,926) 

Voyage, charterhire and 
commission expenses, net

(10,340)   

(600)   

166   

(10,774)   

(12,634)   

—   

—   

(12,634) 

Administrative expenses

(644)   

(397)   

(33,980)   

(35,021)   

(2,211)   

(1,672)   

(31,428)   

(35,311) 

Project development 
expenses

Realized gain on oil 
derivative instrument

—   

(2,974)   

187   

(2,787)   

(112)   

(2,793)   

(5,986)   

(8,891) 

Other operating income

5,020   

—   

—   

24,772   

—   

—   

24,772   

—   

2,539   

5,020   

3,262   

—   

—   

—   

2,539 

3,262 

Adjusted EBITDA

139,994   

190,625   

(17,969)   

312,650   

122,860   

172,031   

(16,215)   

278,676 

Shipping segment

(in thousands of $, except average daily TCE)

2021

2020

Change

% Change

December 31,

Total operating revenues

Vessel operating expenses

Voyage, charterhire and commission expenses, net

Administrative expenses

Project development expenses

Other operating income
Adjusted EBITDA

Other Financial Data:

202,968   

(57,010)  

(10,340)  

(644)  

—   

5,020   
139,994   

191,881   

(57,326)  

(12,634)  

(2,211)  

(112)  

3,262   
122,860   

11,087 

316 

2,294 

1,567 

112 

1,758 
17,134 

 6 %

 (1) %

 (18) %

 (71) %

 100 %

 54 %
 14 %

Total operating revenues minus voyage, charterhire and 
commission expenses, net

Calendar days less scheduled off-hire days
Average daily TCE (1) (to the closest $100)

192,628   

179,247   

13,381 

3,631   

52,900   

3,669   

48,900   

(38) 

4,000 

 7 %

 (1) %

 8 %

(1) Average daily TCE is a non-GAAP financial measure and is calculated by taking the total operating revenue minus voyage, charterhire and commission 
expenses, net divided by calendar days less scheduled off-hire days. See “Item 5. Important financial and operational terms and concepts”. 

42

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total operating revenues: Operating revenues increased by $11.1 million to $203.0 million for the year ended December 31, 
2021 compared to $191.9 million in 2020. This was principally due to :

•

•

•

•

our fleet's utilization for the year ended December 31, 2021 of 98% with 23 commercial waiting days, compared to the 
same period in 2020 of 86% utilization with 318 commercial waiting days and higher daily charter rates earned by our 
vessels; 

$17.0 million increase in revenue from the Golar Tundra due to her full utilization during 2021, compared to 120 off-
hire days as a result of her scheduled drydock during the same period in 2020; 

$10.9 million increase in revenue from the Golar Ice due to less off-hire days as a result of her engine breakdowns 
between  2021  of  53  days  and  2020  of  69  days.  Further  increased  as  a  result  of  vessel  exiting  the  Cool  Pool  and 
benefiting from increased daily charter hire rates in 2021, compared to 2020; and

partially offset by $16.4 million decrease in revenue from the remaining TFDE LNG carriers not discussed above and 
the Golar Arctic for the year ended December 31, 2021 compared to the same period in 2020, due to lower charterhire 
rates.

Average daily TCE: Average daily TCE of $52,900 for the year ended December 31, 2021, is 8% higher than the same period 
in 2020. The increase in the daily TCE was due to higher fleet utilization and higher daily charter rates earned by our vessels for 
the year ended December 31, 2021, compared to the same period in 2020.

Voyage, charterhire and commission expenses, net: Voyage, charterhire and commission expenses largely relate to charterhire 
expenses, fuel costs associated with commercial waiting time and vessel positioning costs. While a vessel is on-hire, fuel costs 
are typically paid by the charterer, whereas during periods of commercial waiting time, fuel costs are paid by us. The decrease 
in  voyage,  charterhire  and  commission  expenses  of  $2.3  million  to  $10.3  million  for  the  year  ended  December  31,  2021 
compared to $12.6 million for the same period in 2020, was principally due to:

•

•

•

$1.5 million decrease in bunker consumption incurred in relation to the LNG Croatia prior to entering the shipyard for 
conversion in late January 2020;
$1.3 million reduction in voyage expenses relating to the chartering of an external vessel, which we have subsequently 
sub-chartered contributing to our total operating revenue; and
$1.1 million increase in bunker consumption in relation to the Golar Ice due to the replacement of engine in the yard 
for the year ended December 31, 2021. 

Administrative expenses: Administrative expenses decreased by $1.6 million to $0.6 million for the year ended December 31, 
2021 compared to $2.2 million for the same period in 2020, mainly due to ongoing cost reduction measures.

Other operating income: Other operating income mainly comprised of the Golar Ice's loss of hire insurance receipts of $5.0 
million and $2.7 million for the year ended December 31, 2021 and 2020, respectively. 

43

FLNG segment

(in thousands of $)

Total operating revenues

Vessel operating expenses

Voyage, charterhire and commission expenses

Administrative expenses

Project development expenses

Realized gains on oil derivative instrument
Adjusted EBITDA

December 31,

2021

2020

Change

% Change

221,020   

(51,196)  

(600)  

(397)  

(2,974)  

24,772   
190,625   

226,061   

(52,104)  

—   

(1,672)  

(2,793)  

2,539   
172,031   

(5,041) 

908 

(600) 

1,275 

(181) 

22,233 
18,594 

 (2) %

 (2) %

 100 %

 (76) %

 6 %

 90 %
 11 %

Total  operating  revenues:  The  Hilli  maintained  her  100%  commercial  uptime  during  the  year,  reaching  her  66th  successful 
offloading for the year ended December 31, 2021. Total operating revenues decreased by $5.0 million to $221.0 million for the 
year  ended  December  31,  2021,  compared  to  $226.1  million  for  the  same  period  in  2020,  due  to  $4.7  million  lower 
overproduction revenue recognized in 2021. In 2020, we entered into an addendum to the Hilli's LTA with our Customer, for us 
to be compensated for any production in excess of the base capacity set out in the LTA and recognized $8.0 million for the year 
ended December 31, 2020 for the overproduction in relation to the years 2020 and 2019. 

Vessel operating expenses: Vessel operating expenses decreased by $0.9 million to $51.2 million for the year ended December 
31,  2021,  compared  to  $52.1  million  for  the  same  period  in  2020,  mainly  due  to  a  decrease  of  $2.2  million  in  crew  costs 
following logistical restrictions brought about by COVID-19, partially offset by $1.6 million increase in Hilli's insurance costs 
and management fees.

Voyage, charterhire and commission expenses: Voyage, charterhire and commission expenses increased to $0.6 million for the 
year ended December 31, 2021, due to the reclassification of $0.6 million for Hilli's and Gandria's commercial management 
fees from administrative expenses in 2021. 

Administrative expenses: Administrative expenses decreased by $1.3 million to $0.4 million for the year ended December 31, 
2021, compared to $1.7 million for the same period in 2020, mainly due to the reclassifications of $0.6 million for Hilli's and 
Gandria's commercial management fees to voyage, charterhire and commission expenses in 2021. 

Realized gain on oil derivative instrument: Realized gains on the oil derivative instrument, which is based on a three-month 
look-back at the average Brent crude oil prices above the base tolling fee under the Hilli's LTA, increased by $22.2 million to 
$24.8 million for the year ended December 31, 2021 compared to $2.5 million in 2020, due to an increase in forecasted future 
Brent crude oil prices.

Corporate and other segment

December 31,

(in thousands of $)

2021

2020

Change

% Change

Total operating revenues

Vessel operating expenses

Voyage, charterhire and commission expenses

Administrative expenses

Project development expenses
Adjusted EBITDA

27,777   

(12,119)  

166   

(33,980)  

187   
(17,969)  

20,695   

504   

—   

(31,428)  

(5,986)  
(16,215)  

7,082 

(12,623) 

166 

(2,552) 

6,173 
(1,754) 

 34 %

 104 %

 100 %

 8 %

 (103) %
 11 %

Total operating revenues: Total operating revenues increased by $7.1 million to $27.8 million for the year ended December 31, 
2021, compared to $20.7 million for the same period in 2020. This was primarily due to: 

•

•

$10.8 million increase in vessel management fees billed pursuant to the O&M Agreement with LNG Hrvatska, which 
commenced in January 2021; and

partially  offset  by  $3.3  million  decrease  in  vessel  management  fees  relating  to  lower  administrative  services  fees 
charged to our former affiliates, Golar Partners and Hygo.

44

 
 
 
 
 
 
 
 
 
 
 
 
 
Vessel operating expenses: Vessel operating expenses increased by $12.6 million to $12.1 million for the year ended December 
31, 2021, compared to $0.5 million credit for the same period in 2020, primarily due to costs associated to the O&M Agreement 
on the LNG Croatia.

Administrative expenses: Administrative expenses increased by $2.6 million to $34.0 million for the year ended December 31, 
2021 compared to $31.4 million for the same period in 2020, mainly due to:

•

•

$4.5 million increase in corporate expenses including legal and professional fees, audit fees and employee related costs 
as a result of one-off redundancy costs from a corporate overhead streamlining exercise; and

partially offset by $1.9 million decrease in share options and restricted stock units (“RSUs”) expenses due to lesser share 
options awards which vested in 2021 and forfeitures of RSUs as a consequence of a corporate overhead streamlining 
exercise.

Project  development  expenses:  Project  development  expenses  decreased  by  $6.2  million  to  $0.2  million  credit  for  the  year 
ended December 31, 2021 compared to $6.0 million for the same period in 2020, mainly due to non-recurring 2020 expenses 
related  to  strategic  initiatives  and  corporate  simplification,  consisting  of  $5.6  million  of  professional,  legal  and  consultancy 
costs.

Please refer to Golar LNG Limited's Annual Report on Form 20-F for the fiscal year ended December 31, 2020 filed 
on April 22, 2021, Item 5 Operating and financial review and prospects - A. Operating results, for the management discussion 
and analysis of the operating results for year 2020 compared to 2019.

B.      Liquidity and Capital Resources 

Liquidity and Cash Requirements

We operate in a capital intensive industry, and we have historically financed the purchase of our vessels, conversion 
projects and other capital expenditures through a combination of borrowings from debt transactions, leasing arrangements with 
financial institutions, cash generated from operations, sales of vessels and equity capital. Our liquidity requirements relate to 
servicing our debt, funding our conversion projects, funding investment in the development of our project portfolio, including 
our affiliates, funding working capital, payment of dividends and maintaining cash reserves to satisfy certain of our borrowing 
covenants  (including  cash  collateral  requirements  in  respect  of  certain  of  our  derivatives  and  as  security  for  the  provision  of 
letters of credit) and to offset fluctuations in operating cash flows.

Our  funding  and  treasury  activities  are  conducted  within  our  established  corporate  policies  to  maximize  investment 
returns  while  maintaining  appropriate  liquidity  for  our  requirements.  Cash  and  cash  equivalents  are  held  primarily  in  U.S. 
dollars with some balances held in British Pounds, Singapore Dollars, Norwegian Kroners, Euros and Central African Franc. 
We have made use of derivative instruments for interest rate, currency and commodity risk management purposes.

Our  short-term  liquidity  requirements  are  primarily  for  the  servicing  of  debt,  working  capital,  potential  investments 
and conversion project related commitments due within the next 12 months. We may require additional working capital for the 
continued  operation  of  our  vessels  in  the  spot  market,  which  is  dependent  upon  vessel  employment  and  fuel  costs  incurred 
during idle time.

As  of  December  31,  2021,  we  had  cash  and  cash  equivalents  (including  short-term  deposits)  of  $418.8  million,  of 
which $150.2 million is restricted cash. Included within restricted cash is $60.7 million in respect of the issuance of the LC by a 
financial institution to our project partner involved in the Hilli FLNG project, $16.0 million in relation to liability for UK tax 
leases, $11.3 million in respect of the O&M Agreement as part of the sale of LNG Croatia, with the balance mainly relating to 
the cash belonging to lessor VIEs that we are required to consolidate under U.S. GAAP. Refer to note 15 “Restricted Cash and 
Short-term Deposits” of our consolidated financial statements included herein for additional details. 

45

Since December 31, 2021, significant transactions impacting our cash flows include:

Receipts:

•

•

•

•

•

•

$253.0 million of net proceeds from the sale of 6.2 million NFE shares in April 2022; 

$211.7 million of cash proceeds as part purchase consideration in relation to the closing of the Cool Co Vessel 
SPA across March and April 2022; 

$131.0 million drawdown on Revolving Credit Facility in February 2022;

$75.0 million drawdown from the Gimi facility in February 2022 and a further $50.0 million drawdown in April 
2022;

$11.3 million proceeds from First FLNG Holdings' subscription of equity interest in Gimi MS; and

$2.4 million dividend receipt relating to our investment in NFE.

Payments:

•

•

•

•

•

•

•

•

$321.7 million full redemption at maturity of 2017 Convertible Bonds, in February 2022, representing outstanding 
notional amount and accrued interest; 

$78.9 million of additions to the assets under development.

$63.5 million payment to HMRC in April 2022 for the final settlement of our liability in relation to past UK tax 
leases, of which $16.0 million was from our restricted cash;

$7.4 million of payments in relation to our TTF margin exposure under our commodity swap arrangements; 

$25.7 million of scheduled loan principal and interest repayments; 

$6.6 million payments in relation to our share repurchase program in March 2022;

$2.5 million payment in relation to arrangement fees for the corporate bilateral facility; and 

$1.3 million of scheduled payments in relation to settlement of our commodity swap arrangements. 

Medium to Long-term Liquidity and Cash Requirements

Our  medium  and  long-term  liquidity  requirements  are  primarily  for  funding  future  investments  and  our  conversion 
projects and repayment of long-term debt balances. Sources of funding for our medium and long-term liquidity requirements 
include new loans, refinancing of existing financing arrangements, and public and private debt or equity offerings. 

46

Cash Flows

The  following  table  summarizes  our  cash  flows  from  operating,  investing  and  financing  activities  for  the  periods 

indicated.

(in millions of $)

Net cash provided by continuing operating activities

Net cash used in continuing investing activities

Net cash provided by discontinued investing activities

Net cash used in financing activities

Net increase/(decrease) in cash, cash equivalents and restricted cash

Cash, cash equivalents and restricted cash at beginning of year

Cash, cash equivalents and restricted cash at end of year

Net cash provided by continuing operating activities

Year ended December 31,

2021

2020

2019

253.9 

(194.3)   

120.0 

(51.6)   

128.0 

290.9 

418.9 

145.8 

(111.2)   

8.2 

(162.3)   

(119.5)   

410.4 

290.9 

106.5 

(283.5) 

19.1 

(136.0) 

(293.9) 

704.3 

410.4 

Cash provided by continuing operating activities increased by $108.1 million to $253.9 million for the year ended December 
31, 2021 compared to $145.8 million for the same period in 2020. The increase was primarily due to: 

•

•

•

higher contribution recognized from our participation in the Cool Pool due to higher utilization and charter rates from 
our vessels for the year ended December 31, 2021, compared to the same period in 2020;

$9.0 million reduction of dry docking costs paid for the year ended December 31, 2021, compared to the same period 
in 2020, due to the timing of the scheduled dry-docks; and

the  improvement  in  the  general  timing  of  working  capital  for  the  year  ended  December  31,  2021,  compared  to  the 
same period in 2020, driven by on-going cost saving measures.

Net cash used in continuing investing activities

Net cash used in continuing investing activities of $194.3 million in 2021 comprised of: 

•

•

•

•

•

$213.5 million of additions to asset under development relating to payments made in respect of the conversion of the 
Gimi inclusive of interest costs capitalized; 
$8.6 million of additional equity contribution to our investment in Avenir; 

$1.8 million revolving shareholder loan to Avenir;

partially  offset  by  $25.4  million  of  proceeds  from  First  FLNG  Holdings'  subscription  of  30%  of  additional  equity 
interest in Gimi MS; and

$5.0  million  of  dividends  received  in  relation  to  our  18.6  million  shares  of  Class  A  NFE  common  stock  (“NFE 
Shares”). 

Net cash used in continuing investing activities of $111.2 million in 2020 comprised mainly of:

•

•

•

•
•

$298.3 million of additions to assets under development relating to payments made in respect of the conversion of the 
Gimi and the LNG Croatia; 
$10.2 million of additional equity contribution to our investment in Avenir;

$3.9 million of payments in relation to the installation of the Golar Tundra's ballast water treatment systems;

Partially offset by $190.1 million of proceeds from the disposal of the LNG Croatia to LNG Hrvatska; and
$11.1 million proceeds from First FLNG Holdings' subscription of 30% of additional equity interest in Gimi MS.

47

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net cash used in by discontinued investing activities

Net cash provided by discontinued investing activities of $120.0 million in 2021 is comprised of:

•

•

$119.5 million of net proceeds from disposals of our equity accounted investments in Golar Partners and Hygo; and

$0.5 million of dividends received from Golar Partners (subsequently disposed of).

Net cash provided by discontinued investing activities of $8.2 million in 2020 is comprised of:

•

•

•

•

$45.0 million of receipts from Golar Partners for repayment of loans; 

$10.6 million of dividends received from Golar Partners (subsequently disposed of);

partially offset by $45.0 million of short term-loans advanced to Golar Partners; and

$2.4 million of additions to our investment in Hygo (subsequently disposed of).

Net cash used in financing activities

Net cash used in financing activities is principally debt refinancing, debt repayments, cash dividends partially offset by funds 
from new debt. Net cash used in financing activities of $51.6 million in 2021 is comprised of:

•

•
•

•

•

•

•

$271.2 million scheduled debt repayments, which includes repayments made by our lessor VIE's (see note 5 “Variable 
Interest Entities” of our consolidated financial statements included herein);

$102.1 million repayment in full of the sale and leaseback facility related to Golar Tundra;
$100.0 million repayment of the Revolving Credit Facility;

$84.0 million partial redemption of 2017 Convertible bonds;

$33.1 million dividend payment in relation to Hilli LLC;

$24.5 million payment in relation to the share repurchase program; and

$17.0 million financing costs paid predominately in relation to the Gimi, Revolving Credit and Golar Tundra facilities  
and the unsecured Norwegian Bonds.

This was partially offset by debt proceeds of:

•

•

•
•

$299.0 million following completion of the unsecured Norwegian Bonds in October 2021;

$158.0 million on the new Golar Tundra debt facility;

$110.0 million collectively representing the fifth and sixth draw downs under the $700 million Gimi facility; and
$13.3  million  in  borrowings  made  by  our  lessor  VIE's  (see  note  5  “Variable  Interest  Entities”  of  our  consolidated 
financial statements included herein).

Net cash used in financing activities of $162.3 million in 2020 comprised mainly of:

•

•

•

•

•
•

•

$442.7 million scheduled debt repayments, which includes repayments made by our lessor VIE's (see note 5 “Variable 
Interest Entities” of our consolidated financial statements included herein);

$250.0 million repayment of the Margin Loan and the Term facility;

$124.7 million repayment of the sale and leaseback facility related to LNG Croatia, including $0.5 million of financing 
cost upon the disposal of the LNG Croatia;

$117.1  million  payment  following  the  refinancing  of  the  Golar  Bear  and  Golar  Viking  facilities  with  sale  and 
leaseback arrangements;

$26.1 million dividend payment in relation to Hilli LLC;
$16.7 million to repurchase the shares and units underlying our equity swap in February 2020; and

$14.6 million financing costs paid predominantly in relation to the Golar Viking and Gimi facilities.

48

This was partially offset by proceeds of:

•

•
•

•

$459.7  million  in  relation  to  borrowings  made  by  our  lessor  VIE's  (see  note  5  “Variable  Interest  Entities”  of  our 
consolidated financial statements included herein); 
$170.0 million being the third and fourth draw down under the $700 million Gimi facility; 
$100.0 million on the Revolving Credit Facility; and

$99.8 million of net proceeds from the issuance of equity.

Please refer to Golar LNG Limited's Annual Report on Form 20-F for the fiscal year ended December 31, 2020 filed 
on April 22, 2021, Item 5 Operating and financial review and prospects - B. Liquidity and Capital Resources - Cash flows, for 
the management discussion and analysis of the operating results for year 2020 compared to 2019.

Borrowing Activities

As of December 31, 2021, we were in compliance with all our covenants under our various loan agreements. See note 
21 “Debt” and note 30 “Subsequent Events” in our consolidated financial statements included herein for additional information.

Derivatives

We use financial instruments to reduce the risk associated with fluctuations in interest rates, foreign currency exchange 
rates and commodity prices. See note 27 “Financial Instruments” in our consolidated financial statements included herein for 
additional information.  

Capital Commitments

Our  conversion  commitments  relate  to  Gimi's  conversion  to  a  FLNG,  further  described  in  note  18,  “Asset  Under 
Development”, and note 29, “Commitments and Contingencies”, of our consolidated financial statements included herein for 
additional information.  

Contractual Obligations

The  following  table  sets  forth  our  contractual  obligations  for  the  periods  indicated  as  at  December  31, 

2021: 

(in millions of $)

Golar long-term and short-term debt (note 21) (1)

VIE long-term and short-term debt (note 21) (1)

Interest commitments on long-term debt and other 
interest rate swaps (2)

FLNG conversion (note 18)

Operating lease obligations (note 13)

Short-term shareholder loan (3)
Total

Total

Obligation Due in 2022

Due in 2023 
– 2024

Due in 2025 
– 2026

Due 
Thereafter

1,266.9 

1,175.0 

305.1 

715.5 

11.7 

3.5 

343.8 

708.8 

62.2 

378.2 

3.8 

3.5 

129.2 

241.4 

114.0 

337.3 

3.6 

— 

544.3 

189.3 

249.6 

35.6 

81.6 

47.3 

— 

4.3 

— 

— 

— 

— 

3,477.8 

1,500.3 

825.5 

819.5 

332.5 

(1) The  obligations  under  long-term  and  short-term  debt  above  are  presented  gross  of  deferred  finance  charges  and  exclude 

interest. 

(2) Our interest commitment on our long-term debt is calculated based on assumed LIBOR rates of between 0.12% to 1.93% 

and takes into account our various margin rates and interest rate swaps associated with each financing arrangement. 

(3) As at December 31, 2021, we had a commitment of $3.5 million in relation to a one year shareholder loan to Avenir. See 

note 28 “Related Party Transactions” of our consolidated financial statements included herein.

Please see note 30 “Subsequent events” of our consolidated financial statements included herein for more information.

49

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
C.           Research and Development, Patents and Licenses

Not applicable.

D.          Trend Information

Please  see  the  sections  of  this  Item  5  entitled  “Significant  Developments  in  Early  2021,”  “Factors  Affecting  Our 
results of Operations and Future Results” and “A. Operating Results” and “Item 4. Information on the Company B. Business 
Overview.”

The  ongoing  Ukraine-Russia  war  has  resulted  in  the  implementation  of  numerous  actions  by  governments  and 
governmental  agencies  around  the  world  in  an  attempt  to  de-escalate  tensions  between  Ukraine  and  Russia.  The  war  has 
resulted in an extreme volatility in the global financial markets, and as a result the global demand for oil, natural gas, LNG and 
LNG  supply  has  increased  significantly.  The  scale  and  duration  of  the  Ukraine-Russia  war  remains  uncertain  and  could 
materially  impact  our  earnings  and  cash  flow  for  the  2022  fiscal  year.  See  “Item  3.D  -  Risk  Factors”  included  herein  for 
additional information.

E.          Critical Accounting Policies and Estimates

The preparation of our financial statements in accordance with U.S. GAAP requires that management make estimates 
and assumptions affecting the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the 
date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The following 
is a discussion of the accounting policies applied by us that we consider to involve a higher degree of judgment. See also note 2 
“Accounting Policies” of our consolidated financial statements included herein.

Revenue and related expense recognition

Revenues  include  minimum  lease  payments  under  time  charters,  fees  for  repositioning  vessels  and  gross  pool 
revenues.  Revenues  generated  from  time  charters,  which  we  classify  as  operating  leases,  are  recorded  over  the  term  of  the 
charter as service is provided. However, we do not recognize revenue if a charter has not been contractually committed to by a 
customer and ourselves, even if the vessel has discharged its cargo and is sailing to the anticipated load port on its next voyage.

Repositioning fees (which are included in time charter revenue) received in respect of time charters are recognized at 
the end of the charter when the fee becomes fixed and determinable. However, where there is a fixed amount specified in the 
charter, which is not dependent upon redelivery location, the fee will be recognized evenly over the term of the charter. Where a 
vessel  undertakes  multiple  single  voyage  time  charters,  revenue  is  recognized,  including  the  repositioning  fee  if  fixed  and 
determinable, on a discharge-to-discharge basis. Under this basis, revenue is recognized evenly over the period from departure 
of the vessel from its last discharge port to departure from the next discharge port. For arrangements where operating costs are 
borne by the charterer on a pass through basis, the pass through of operating costs is reflected in revenue and expenses.

Liquefaction services revenue is generated from a LTA entered into with our customer. Our provision of liquefaction 
services capacity includes the receipt of the customer’s gas, treatment and temporary storage on board our FLNG, and delivery 
of  LNG  to  waiting  carriers.  The  liquefaction  services  capacity  provided  to  our  customer  is  considered  a  single  performance 
obligation recognized evenly over time as our services are rendered. We consider our services a series of distinct services that 
are substantially the same and have the same pattern of transfer to our customer. We recognize revenue when obligations under 
the  terms  of  our  contract  are  satisfied.  We  have  applied  the  practical  expedient  to  recognize  liquefaction  services  revenue  in 
proportion to the amount we have the right to invoice. 

Revenues generated from management fees are recorded ratably over the term of the contract as services are provided. 

50

Vessels and impairment

Description: We review vessels and equipment for impairment whenever events or circumstances indicate the carrying 
value  of  the  vessel  may  not  be  fully  recoverable.  Management  performs  an  annual  impairment  assessment  and  when  such 
events or circumstances are present, we assess recoverability by comparing the vessel's projected undiscounted net cash flows 
to its carrying value. If the total projected undiscounted net cash flows are lower than the vessel’s carrying value, we recognize 
an impairment loss measured as the excess of the carrying amount over the fair value of the vessel. As of December 31, 2021, 
for nine of our vessels (see note 19 “Vessels and Equipment, net” of our consolidated financial statements included herein), the 
carrying value was higher than their estimated market values (based on third party average ship broker valuations). As a result, 
we concluded that an impairment trigger existed and performed a recoverability assessment for each of these vessels. However, 
no impairment loss was recognized as, for each of these vessels, the projected undiscounted net cash flows were significantly 
higher than the carrying value. 

Judgments and estimates: The cash flows on which our assessment of recoverability is based is highly dependent upon 
our forecasts, which are highly subjective and, although we believe the underlying assumptions supporting this assessment are 
reasonable and appropriate at the time they were made, it is therefore reasonably possible that a further decline in the economic 
environment could adversely impact our business prospects in the next year. This could represent a triggering event for a further 
impairment assessment. 

Accordingly, the principal assumptions we have used in our recoverability assessment (i.e. projected undiscounted net 
cash flows basis) included, among others, charter rates, vessel operating expenses, drydocking requirements and residual value. 
These assumptions are based on historical trends but adjusted for future expectations. Specifically, forecasted charter rates are 
based on information regarding current spot market charter rate (based on a third party information), option renewal rate with 
the  existing  counterparty  or  existing  long-term  charter  rate,  in  addition  to  industry  analyst  and  broker  reports.  Estimated 
outflows for operating expenses and drydockings are based on historical costs.

Effect  if  actual  results  differ  from  assumptions:  Although  we  believe  the  underlying  assumptions  supporting  our 
impairment assessment are reasonable, if charter rate trends and the length of the current market downturn vary significantly 
from  our  forecasts,  management  may  be  required  to  perform  step  two  of  the  impairment  analysis  that  could  expose  us  to 
material impairment charges in the future. Our estimates of vessel market values may not be indicative of the current or future 
market value of our vessels or prices that we could achieve if we were to sell them and a material loss might be recognized 
upon the sale of our vessels.

 Vessel market values

Description: Under “Vessels and impairment”, we discuss our policy for assessing impairment of the carrying values 
of our vessels. During the past few years, the market values of certain vessels in the worldwide fleet have experienced particular 
volatility, with substantial declines in many vessel classes. There is a future risk that the market value of certain of our vessels 
could decline below those vessels' carrying value, even though we would not recognize an impairment for those vessels due to 
our belief that projected undiscounted net cash flows expected to be earned by such vessels over their operating lives would 
exceed such vessels' carrying amounts.

Judgments  and  estimates:  Our  estimates  of  market  value  assume  that  our  vessels  are  all  in  good  and  seaworthy 
condition without need for repair and, if inspected, would be certified in class without notations of any kind. Our estimates for 
our LNG carriers, FSRU and FLNG are based on approximate vessel market values that have been received from third party 
ship brokers, which are commonly used and accepted by our lenders for determining compliance with the relevant covenants in 
our credit facilities. Vessel values can be highly volatile, such that our estimates may not be indicative of the current or future 
market value of our vessels or prices that we could achieve if we were to sell. In addition, the determination of estimated market 
values may involve considerable judgment given the illiquidity of the second hand market for these types of vessels.

Effect  if  actual  results  differ  from  assumptions:  As  of  December  31,  2021,  while  we  intend  to  hold  and  operate  our 
vessels, were we to hold them for sale, we have determined the fair market value of our vessels, with the exception of the nine 
vessels, were greater than their carrying value. With respect to these nine vessels, the carrying value of these vessels exceeded 
their  aggregate  market  value.  However,  as  discussed  above,  for  each  of  these  vessels,  the  carrying  value  was  less  than  its 
projected undiscounted net cash flows, consequently, no impairment loss was recognized. See Item 18. Financial Statements: 
note 30 “Subsequent Events” for discussion on the subsequent disposals of eight vessels from our fleet.

51

 
Recently Issued Accounting Standards

See Item 18. Financial Statements: note 3 “Recently Issued Accounting Standards”.

ITEM 6.  DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

A.        Directors and Senior Management

Directors

The following provides information about each of our directors as of the date of this annual report.

Name
Tor Olav Trøim

Daniel Rabun

Thorleif Egeli

Carl Steen

Niels Stolt-Nielsen

Lori Wheeler Naess

Georgina Sousa

Age
59

67

58

71

57

51

72

Position
Chairman of our Board of Directors and Director

Director, Audit Committee member, Compensation Committee member and  
Nomination Committee member

Director

Director, Audit Committee member, Compensation Committee member and 
Nomination Committee member

Director and Compensation Committee member

Director and Audit Committee Chairperson

Director

Tor Olav Trøim has served as a director of the Company since September 2011 and appointed as the Chairman of the 
Board  in  September  2017.  Mr.  Trøim  is  founder  and  sole  shareholder  of  Magni  Partners.  He  is  the  senior  partner  (and  an 
employee) of Magni Partners’ subsidiary, Magni Partners Limited, in the U.K.  Mr. Trøim is a beneficiary of the Drew Trust, 
and  the  sole  shareholder  of  Drew  Holdings  Limited.    Mr.  Trøim  has  30  years  of  experience  in  energy  related  industries  in 
various positions. Before founding Magni Partners in 2014, Mr. Trøim was a Director of Seatankers Management Co. Ltd. from 
1995 until September 2014.  He was Chief Executive Officer of DNO AS from 1992 to 1995 and an Equity Portfolio Manager 
with Storebrand ASA from 1987 to 1990.  Mr. Trøim graduated with an MSc degree in naval architecture from the University 
of Trondheim, Norway in 1985.  Mr. Trøim is a Norwegian citizen and a resident of the United Kingdom. Other directorships 
and management positions include, Magni Partners (Bermuda) Limited (Founding Partner), Borr Drilling Limited (Director), 
Golar  LNG  Partners  LP  (Chairman)  (until  April  15,  2021),  Stolt-Nielsen  SA.  (Director),  Magni  Sports  AS  (Director)  and 
Valerenga Football AS (Director).    

Daniel  Rabun  has  served  as  a  director  since  February  2015  and  was  appointed  Chairman  in  September  2015.  Mr. 
Rabun resigned as Chairman in September 2017 and was appointed a non-executive director on that date. He also serves on our 
Audit Committee, Compensation Committee and Nomination Committee. He joined Ensco plc in March 2006 as President and 
as a member of the Board of Directors. Mr. Rabun was appointed to serve as Ensco's Chief Executive Officer from January 1, 
2007  and  elected  Chairman  of  the  Board  of  Directors  in  May  2007.  Mr.  Rabun  retired  from  Ensco  as  President  and  Chief 
Executive  Officer  in  May  2014  and  as  Chairman  in  May  2015.  Prior  to  joining  Ensco,  Mr.  Rabun  was  a  partner  at  the 
international law firm of Baker & McKenzie LLP where he had practiced law since 1986. In May 2015, Mr. Rabun became a 
non-executive  director  and  currently  serves  a  member  of  the  Audit  Committee  and  the  Governance  and  Nominations 
Committee  of  APA  Corporation  (formerly  Apache  Corp.).  In  May  2018,  Mr.  Rabun  became  Chairman  of  the  Board  and  a 
member  of  the  Compensation  Committee  and  Governance  and  Nominations  Committee  of  ChampionX  Corporation.  He  has 
been a U.S. Certified Public Accountant since 1976 and a member of the Texas Bar since 1983. Mr. Rabun holds a Bachelor of 
Business  Administration  Degree  in  Accounting  from  the  University  of  Houston  and  a  Juris  Doctorate  Degree  from  Southern 
Methodist University.

52

 
 
Thorleif  Egeli  was  appointed  to  the  Board  in  September  2018,  Mr.  Egeli  was,  until  May  2018,  Vice  President  of 
Schlumberger Production Management – North America managing the non-operating E&P assets for Schlumberger in the US, 
Canada and Argentina. Prior to this he held a number of senior positions within Schlumberger having begun his career with 
Schlumberger in 1990 as a field engineer. Between October 2009 and April 2013 Mr. Egeli held a number of positions within 
Archer including President Latin America, Corporate Marketing and Chief Operating Officer; before re-joining Schlumberger 
in 2013. Appointed in June 2018, Mr. Egeli also serves on the Board of Directors of Stimline, an international well intervention 
and  completion  company  headquartered  in  Kristiansand  Norway.  Mr.  Egeli  also  serves  on  the  Board  of  Directors  at  the 
Norwegian  American  Chamber  of  Commerce,  South  West  Chapter  in  Houston,  Texas.  Other  current  directorships  and 
management positions also include Golar LNG Limited (Director) and its various subsidiaries in Bermuda (Director) and the 
Marshall Islands (Director and Vice President). Mr. Egeli holds a Master of Science (MSc) in Mechanical Engineering and an 
MBA from Rotterdam School of Management, Holland.

Carl Steen has served as a director since January 2015 and currently serves on our Audit Committee, Compensation 
Committee and Nomination Committee. From August 2012 until the closing of the GMLP Merger, Mr. Steen has also served as 
a  director  of  Golar  Partners.  Mr.  Steen  graduated  in  1975  from  ETH  Zurich  Switzerland  with  a  M.Sc  in  Industrial  and 
Management Engineering. After working for a number of high profile companies, Mr. Steen joined Nordea Bank from January 
2001  to  February  2011  as  head  of  the  bank’s  Shipping,  Oil  Services  &  International  Division.  Mr.  Steen  holds  directorship 
positions  in  various  Norwegian  and  international  companies  including  Euronav  NV,  Wilhelmsen  Holding  ASA  and  Belships 
ASA.

Niels Stolt-Nielsen joined the Board in September 2015 and serves on our Compensation Committee. He is also CEO, 
Director  and  a  shareholder  of  Stolt-Nielsen  Limited,  which  includes  world-leading  businesses  in  global  bulk-liquid  and 
chemical logistics, an innovative business in land-based aquaculture and a number of LNG joint ventures and investments.  Mr. 
Stolt-Nielsen  is  the  Chairman  of  Avenir  LNG.  He  brings  with  him  extensive  shipping,  logistical  and  strategic  leadership 
experience.

Lori Wheeler Naess was appointed as a director and Audit Committee Chairperson in February 2016. Ms. Naess also 
serves  on  the  Board  and  Audit  Committee  of  Opera  Limited,  a  U.S.-listed  company.  Ms.  Naess  was  a  director  at 
PricewaterhouseCoopers in Oslo and was a Project Leader for the Capital Markets Group. Between 2010 and 2012, she was a 
Senior Advisor for the Financial Supervisory Authority in Norway and prior to this she was also with PricewaterhouseCoopers 
in roles in the U.S., Norway and Germany. Ms. Naess is a U.S. Certified Public Accountant (inactive).

Georgina  Sousa  was  appointed  as  a  director  in  September  2019.  She  also  served  as  secretary  from  May  2019  until 
March 2022. She currently serves as a director of Himalaya Shipping Ltd., a company listed on the Oslo Stock Exchange.  Ms. 
Sousa was employed by Golar Management (Bermuda) Limited (GMBL) as Managing Director from January 2019 until her 
retirement on March 2022. She previously served as a director and secretary of Borr Drilling Limited, a company listed on both 
the  NYSE  and  the  OSE  and  2020  Bulkers  Ltd.,  listed  on  the  OSE  from  February  2019  to  February  2022.  Prior  to  joining 
GMBL, Ms. Sousa was employed by Frontline Ltd. as Head of Corporate Administration from February 2007 until December 
2018.  She previously served as a director of Frontline Ltd. from April 2013 until December 2018, North Atlantic Drilling Ltd. 
from September 2013 until June 2018, Sevan Drilling Limited from August 2016 until June 2018, Northern Drilling Ltd. from 
March  2017  until  December  2018  and  Flex  LNG  LTD.  from  June  2017  until  December  2018.  Ms.  Sousa  also  served  as  a 
director of Seadrill Limited from November 2015 until July 2018.  Ms. Sousa served as secretary for all the above-mentioned 
companies  at  various  times  during  the  period  between  2005  and  2018.  Until  January  2007,  Ms.  Sousa  was  Vice-President 
Corporate  Services  of  Consolidated  Services  Limited,  a  Bermuda  Management  Company,  having  joined  the  firm  in  1993  as 
Manager  of  Corporate  Administration.  From  1976  to  1982  Ms.  Sousa  was  employed  by  the  Bermuda  law  firm  of  Appleby, 
Spurling & Kempe as secretary and from 1982 to 1993, she was employed by the Bermuda law firm of Cox & Wilkinson as 
senior company secretary. Ms. Sousa is a UK citizen and resides in Bermuda.  

53

  
Board diversity

The  table  below  provides  certain  information  regarding  the  diversity  of  our  board  of  directors  as  of  the  date  of  this 

annual report.

Board Diversity Matrix

Country of Principal Executive Office:

Foreign Private Issuer

Disclosure Prohibited under Home Country Law

Total Number of Directors

Bermuda

Yes

No

7

Part I: Gender Identity

Directors

Part II: Demographic Background

Female

Male

Non-Binary

Did Not 
Disclose 
Gender

2

5

—

—

Underrepresented Individual in Home Country Jurisdiction

—

Executive Officers

The following provides information about each of our executive officers as of the date of this annual report:

Name

Iain Ross

Karl Fredrik Staubo

Eduardo Maranhão

Øistein Dahl

Ragnar Nes

Olve Skjeggedal

Age

Position

60

35

38

61

54

47

Chief Executive Officer – Golar Management (resigned April 12, 2021)

Chief Executive Officer – Golar Management (from May 13, 2021)

Chief Financial Officer – Golar Management (from May 13, 2021)
Chief Operating Officer – Golar Management Norway (resigned April 1, 2022)

Chief Operating Officer – Golar Management Norway (from April 1, 2022)

Chief Technical Officer – Golar Management Norway

Iain Ross has served as Chief Executive Officer (“CEO”) from September 21, 2017. On April 12, 2021, Mr. Iain Ross 

announced his resignation as our CEO.

Karl  Fredrik  Staubo  was  appointed  as  our  CEO  in  May  2021.  Prior  to  this  role  he  acted  as  Golar  LNG's  Chief 
Financial Officer from September 2020 and as CEO of Golar LNG Partners LP from May 2020 until the closing of the GMLP 
Merger. Mr. Staubo has 11 years of experience advising and investing in shipping, energy and infrastructure companies. Mr. 
Staubo  worked  in  the  Corporate  Finance  division  of  Clarkson's  Platou  Securities,  including  as  Head  of  Shipping,  from  June 
2010 until September 2018. Subsequent to his time at Clarkson's, Mr. Staubo has worked at Magni Partners Ltd, as a partner 
since October 2018. During his time with Magni Partners, Mr. Staubo has worked as an advisor to the Golar group and was 
extensively involved in the amendments to Golar Partners’ Norwegian Bonds. He has a MA in Business Studies and Economics 
from the University of Edinburgh.

Eduardo Maranhão was appointed as our Chief Financial Officer in May 2021. Prior to assuming this position Mr. 
Maranhão served as Chief Financial Officer of Hygo Energy Transition Ltd. Mr. Maranhão has also served as both CEO and as 
a  director  of  Centrais  Electricas  de  Sergipe  S.A.,  and  as  a  partner  at  Magni  Partners.  Mr.  Maranhão  has  vast  experience  in 
international energy projects and infrastructure financing having worked at different financial institutions including Lakeshore 
Partners, Banco Santander, Crédit Agricole CIB, Banco Votorantim and Citibank. Mr. Maranhão holds a Bachelor of Business 
Administration from Universidade de Pernambuco in Brazil and has completed a Management Acceleration Programme from 
INSEAD in France.

54

Øistein Dahl has served as the Managing Director of Golar Management Norway (previously Golar Wilhelmsen) since 
September 2011, the Chief Operating Officer of Golar Management since April 2012 until April 2022 and the Chief Operating 
Officer  of  CCMN  from  April  2022.  From  2012  until  the  closing  of  the  GMLP  Merger,  Mr.  Dahl  served  as  Chief  Operating 
Officer of Golar Partners. Prior to September 2011, he worked for the Leif Höegh & Company Group (roll-on roll-off, tank, 
bulk,  reefer  general  cargo  and  LNG  vessels).  He  held  various  positions  within  the  Höegh  Group  of  companies  within  vessel 
management, newbuilds and projects, as well as business development before becoming President for Höegh Fleet in October 
2007, a position he held for four years. Mr. Dahl has also worked within offshore engineering and with the Norwegian Class 
Society, DNV-GL. Mr. Dahl has a M.Sc degree from the NTNU Technical University in Trondheim, Norway.

Ragnar Nes joined Golar in November 2017 and was appointed the Chief Operating Officer of Golar Management in 
April  2022  after  having  served  as  the  Head  of  FLNG  since  March  2018.  Prior  to  joining  Golar,  Mr.  Nes  served  as  the 
operational manager and asset manager for the floating production storage and offloading vessels in Fred Olsen, Yinson and 
BW Offshore for 10 years. Prior to joining offshore oil and gas, Mr. Nes held various positions in ship management for Odfjell 
and Wilh.Wilhelmsen. Mr. Nes has also worked with Det Norske Veritas and started his career at sea as electrician onboard 
submarines  in  Royal  Norwegian  Navy.  Mr.  Nes  has  a  MSc  degree  in  Electrical  Engineering  from  the  NTNU  Technical 
University in Trondheim, Norway.

Olve Skjeggedal joined Golar in April 2015. Prior to his appointment as Chief Technical Officer in September 2019 
Mr. Skjeggedal served as Project Manager FLNG, and more recently as Project Director for the Golar Gimi FLNG conversion 
for  the  BP  Phase  1  Greater  Tortue  Ahmeyim  project.  Prior  to  joining  Golar,  Mr.  Skjeggedal  held  various  positions  within 
engineering,  business  development  and  project  management  in  energy  and  gas  related  businesses  including  General  Electric, 
Wärtsilä and Höegh LNG. Mr. Skjeggedal has a M.Sc degree from the NTNU Technical University in Trondheim, Norway.

B.      Compensation

For  the  year  ended  December  31,  2021,  we  paid  our  directors  and  executive  officers  aggregate  cash  compensation 
(including bonus) of $2.9 million and an aggregate amount of $0.1 million for pension and retirement benefits. During the year 
ended  December  31,  2021,  we  granted  them  750,000  share  options  at  a  weighted  average  exercise  price  of  $10.97  with  an 
expiration date of 2024. For a description of our share based payment plan please refer to the section of this item entitled “E. 
Share Ownership - Share Based Payment Plan” below.

In addition to cash compensation, during 2021 we also recognized an expense of $1.6 million relating to share based 
compensation  issued  to  certain  of  our  directors  and  executive  officers.  See  note  26  “Share  Capital  and  Share  Based 
Compensation” of our consolidated financial statements included herein.

C.      Board Practices

Our  directors  do  not  have  service  contracts  with  us  and  do  not  receive  any  benefits  upon  termination  of  their 
directorships.  Our  board  of  directors  established  an  audit  committee  in  July  2005,  which  is  responsible  for  overseeing  the 
quality and integrity of our external financial reporting, appointment, compensation and oversight of our external auditors and 
oversees our management assessment of internal controls and procedures, as more fully set forth in its written charter, which 
has been adopted by the board. Our audit committee consists of three independent members, Lori Wheeler Naess, Daniel Rabun 
and  Carl  Steen,  who  are  all  Company  directors.  In  addition,  the  board  of  directors  also  has  compensation  and  nominations 
committees, details of which are further described in “Item 16G. Corporate Governance”.

Our board of directors is elected annually at the annual general meeting. Officers are appointed from time to time by 

our board of directors and hold office until a successor is elected.

As  a  foreign  private  issuer,  we  are  exempt  from  certain  Nasdaq  requirements  that  are  applicable  to  U.S.  listed 
companies. Please see the section of this Annual Report entitled “Item 16G. Corporate Governance” for a discussion of how our 
corporate governance practices differ from those required of U.S. companies listed on the Nasdaq.  

D.      Employees

As  of  December  31,  2021,  we  employed  approximately  300  employees  and  consultants  in  our  offices  in  Bermuda, 
Cameroon, Croatia, London, Malaysia and Oslo, as well as in the shipyards where are vessel conversions are underway. We 
also employed approximately 1,403 seafaring employees and contractors for the vessels that we own and manage.

55

E.      Share Ownership

The table below shows the number and percentage of our issued and outstanding common shares beneficially owned 
by  our  directors  and  officers  as  of  April  14,  2022.  Also  shown  are  their  interests  in  share  options  and  restricted  stock  units 
awarded to them under our various share based payment schemes. The subscription price for options granted under the schemes 
will normally be reduced by the amount of all dividends declared by us in the period from the date of grant until the date the 
option is exercised.

Director or Officer

Beneficial Ownership in
Common Shares

Interest in Options

Restricted Stock Units

Number of 
shares
5,314,454(1)

Total
number of
options

%

Exercise price

Expiry date

Number of 
RSUs

4.92%

11,840

$26.90

2023

5,563

Vesting 
Date

2023

*

*

*

*

*

*

3,950

$26.90

2023

2,225

2023

—

N/A

N/A

2,225

2023

3,950

$26.90

2023

2,225

2023

Tor Olav Trøim

Daniel Rabun

Thorleif Egeli

Carl Steen

Niels Stolt-Nielsen

2,741,470(2)

2.47%

3,950

$26.90

2023

2,225(2)

2023

Lori Wheeler Naess

Georgina Sousa

Karl Fredrik Staubo

Eduardo Maranhao

Ragnar Nes

Olve Skjeggedal

*

*

*

*

—

*

*

*

*

*

—

*

3,950

$26.90

2023

2,225

2023

—

N/A

N/A

500,000

$10.97

2024

250,000

$10.97

2024

N/A

N/A

N/A

N/A

N/A

N/A

4,300

$26.90

2023

1,894

2023

3,200

$26.90

2023

5,098
8,261

2023
**

* Less than 1%.
** These are the maximum number of RSUs that may be earned under the award granted in March 2020 and which will vest in March 2023. 
The award is subject to the achievement of a total shareholder return (TSR) performance condition relative to the TSR of a predetermined 
group of peer companies over a three-year performance period ending December 31, 2022.
(1) 5,314,454 common shares are owned by Drew Holdings Limited, a company controlled by Tor Olav Trøim.
(2) Included within this balance are 2,672,695 shares which are owned by Stolt-Nielsen Limited, a company controlled by Niels Stolt-Nielsen. 
Shares will also be received by this company upon vesting of RSUs.

Our directors and executive officers have the same voting rights as all other holders of our common shares.

Share Based Payment Plan

Our Long Term Incentive Plan (the “LTIP”) was adopted by our board of directors, effective as of October 24, 2017. 
The purpose of the LTIP is primarily to provide a means through which we may attract, retain and motivate qualified persons as 
employees, directors and consultants. Accordingly, the LTIP provides for the grant of options and other awards as determined 
by the board of directors in its sole discretion.

56

 
 
 
 
 
As of December 31, 2021, 0.7 million of our authorized and unissued common shares were reserved for issue pursuant 
to subscription under options and restricted stock units granted under our share based payment plans. For further detail on share 
options  and  restricted  stock  units  please  see  note  26  “Share  Capital  and  Share  Based  Compensation”  of  our  consolidated 
financial statements included herein. 

The exercise price of options is reduced by the value of dividends paid until 2019, on a per share basis. Accordingly, 

the above figures show the reduced exercise price as of April 14, 2022.

ITEM 7.  MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

A. 

Major shareholders

The  following  table  presents  certain  information  as  of  April  14,  2022  regarding  the  beneficial  ownership  of  our 
common shares with respect to each shareholder that we know to beneficially own more than 5% of our issued and outstanding 
common shares:

Owner
Orbis Investment Management Limited (1)
Cobas Asset Management (2)
Rubric Capital Management LP (3)

Common Shares (4)

Number

Percent

11,747,447 

10,401,514 

6,800,187 

 10.88 %

 9.63 %

 6.30 %

(1) Information derived from Schedule 13G/A of Orbis Investment Management Limited filed with the Commission on February 14, 2022.
(2) Information derived from Schedule 13G/A of Cobas Asset Management filed with the Commission on March 9, 2022.
(3) Information derived from Schedule 13G of Rubric Capital Management LP filed with the Commission on February 14, 2022.
(5) Based on a total of 107,988,209 outstanding shares of our common stock as of April 14, 2022.

Our major shareholders have the same voting rights as all of our other common shareholders. To our knowledge, no 
corporation  or  foreign  government  owns  more  than  50%  of  our  issued  and  outstanding  common  shares.  In  2021,  Morgan 
Stanley and FMR LLC, reduced their shareholdings by 4.9% and 1.5% to 1.5% and 3.6%, respectively. In 2020, Luxor Capital 
Partners LP, reduced their shareholding by 3.5% to 1.7%. We are not aware of any arrangements the operation of which may, at 
a subsequent date, result in a change of control.

As  of  April  14,  2022,  we  had  eight  common  shareholders  of  record  located  in  the  United  States.  One  of  those 
shareholders  is  CEDE  &  CO.,  a  nominee  of  The  Depository  Trust  Company,  which  held  in  aggregate  107,902,889  common 
shares,  representing  99.87%  of  our  outstanding  common  shares.  We  believe  that  the  shares  held  by  CEDE  &  CO.  include 
common shares beneficially owned by both holders in the United Sates and non-U.S. beneficial owners.

B.      Related party transactions

There  are  no  provisions  in  our  Memorandum  of  Association  or  Bye-Laws  regarding  related  party  transactions.  The 
Bermuda Companies Act of 1981 provides that a company, or one of its subsidiaries, may enter into a contract with an officer 
of the company, or an entity in which an officer has a material interest, if the officer notifies the directors of his or her interest 
in the contract or proposed contract. 

The related party transactions that we were party to between January 1, 2021 and December 31, 2021 are described in 

note 28 “Related Party Transactions” of our consolidated financial statements included herein. 

C.      Interests of Experts and Counsel

Not applicable.

57

  
 
 
 
 
ITEM 8.  FINANCIAL INFORMATION

A.        Consolidated Financial Statements and Other Financial Information

See ''Item 18. Financial Statements''

Legal proceedings and claims 

We may, from time to time, be involved in legal proceedings and claims that arise in the ordinary course of business. 
A contingent liability will be recognized in the financial statements only where we believe that a liability will be probable and 
for which the amounts are reasonably estimable, based upon the facts known prior to the issuance of the financial statements.

UK tax lease benefits

During 2003 we entered into six UK tax leases. Under the terms of the leasing arrangements, the benefits are derived 
primarily from the tax depreciation assumed to be available to the lessors as a result of their investment in the vessels. HMRC 
has been challenging the use of similar lease structures and has been engaged in litigation of a test case, with an unrelated party, 
for some years. In August 2015, following an appeal to the Court of Appeal by the HMRC which set aside previous judgments 
in  favor  of  the  tax  payer,  the  First  Tier  Tribunal  (“FTT  or  the  UK  court”)  ruled  in  favor  of  HMRC.  We  have  reviewed  the 
details of the case and the basis of the judgment with our legal and tax advisers to ascertain what impact, if any, the judgment 
may  have  on  us  and  the  possible  range  of  exposure.  Our  discussions  with  HMRC  on  this  matter  have  concluded  without 
agreement  and,  in  January  2020,  we  received  a  closure  notice  to  the  inquiry  stating  the  basis  of  HMRC's  position. 
Consequently, a notice of appeal against the closure notice was submitted to HMRC. In December 2020, notice of appeal was 
submitted to the FTT Tribunal. 

In April 2022, we entered into the settlement deed with HMRC in relation our UK tax lease benefits and paid $63.5 
million, of which $16.0 million was funded from our restricted cash. See note 29 “Commitments and Contingencies” and note 
30 “Subsequent Events” of our consolidated financial statements included herein for further details.

Dividend distribution policy

Our long-term objective is to pay a regular dividend in support of our main objective to provide significant returns to 
shareholders. The level of our dividends will be guided by current earnings, market prospects, capital expenditure requirements 
and investment opportunities.

Any future dividends declared will be at the discretion of our board of directors and will depend upon our financial 
condition, earnings and other factors, such as any restrictions in our financing arrangements. Our ability to declare dividends is 
also regulated by Bermuda law, which prohibits us from paying dividends if, at the time of distribution, we will not be able to 
pay our liabilities as they fall due or the value of our assets is less than the sum of our liabilities, issued share capital and share 
premium.

In  addition,  since  we  are  a  holding  company  with  no  material  assets  other  than  the  shares  of  our  subsidiaries  and 
affiliates through which we conduct our operations, our ability to pay dividends will depend on our subsidiaries and affiliates 
distributing  to  us  their  earnings  and  cash  flows.  Some  of  our  loan  agreements  limit  or  prohibit  our  and  our  subsidiaries'  and 
affiliates' ability to make distributions to us without the consent of our lenders.

In  2022,  we  purchased  and  subsequently  cancelled  0.4  million  treasury  shares.  See  item  16E.  Purchases  of  equity 

securities by the issuer and affiliated purchasers and note 30 “Subsequent Events” for further details.

For 2021, there were no dividends declared. During 2021, we purchased and cancelled 2.0 million treasury shares. See 
note  26  “Share  capital  and  share  based  compensation”  of  our  consolidated  financial  statements  included  herein  for  further 
details.

For 2020, there were no dividends declared. In February 2020, we purchased the remaining 1.5 million of our shares 
underlying  the  Total  Return  Swap  and  subsequently  cancelled  all  our  treasury  shares  that  we  repurchased  in  the  current  and 
previous  periods  amounting  to  3.5  million  shares.  See  note  26  “Share  capital  and  share  based  compensation”  of  our 
consolidated financial statements included herein for further details.

58

For 2019, our board of directors declared quarterly dividends in May 2019 of $15.1 million, or $0.15 per share. The 
Board  approved  the  suspension  of  further  dividends  to  finance  the  repurchase  of  the  3  million  shares  underlying  the  Total 
Return Swap to simplify Golar’s capital structure, remove the cash collateral requirement and reduce earnings volatility.

B.           Significant Changes

Significant  changes  since  the  date  of  our  consolidated  financial  statements  are  discussed  on  Item  5,  Operating  and 
Financial Review and Prospects and further disclosed in note 30 “Subsequent Events” of our consolidated financial statements 
included herein.

ITEM 9.  THE OFFER AND LISTING

C. Markets

Our common shares have traded on the Nasdaq since December 12, 2002 under the symbol “GLNG”. In March 2022, 

we listed our Norwegian bonds on the Oslo Børs. 

ITEM 10.    ADDITIONAL INFORMATION

This section summarizes our share capital and the material provisions of our Memorandum of Association and Bye-
Laws, including rights of holders of our common shares. The description is only a summary and does not describe everything 
that  our  Memorandum  of  Association  and  Bye-laws  contain.  Our  Memorandum  of  Association  and  the  Bye-Laws  have 
previously been filed as Exhibits 1.1 and 1.2, respectively to our Registration Statement on Form 20-F, (File No. 000-50113) 
filed with the Commission on November 27, 2002, and are hereby incorporated by reference into this Annual Report.

At  our  2013  Annual  General  Meeting,  our  shareholders  voted  to  amend  our  Bye-laws  to  ensure  conformity  with 
revisions  to  the  Bermuda  Companies  Act  1981,  as  amended.  We  adopted  these  amended  Bye-laws  of  the  Company  on 
September 20, 2013, and they were filed as Exhibit 3.1 to our report on Form 6-K filed with the Commission on July 1, 2014, 
and are hereby incorporated by reference into this Annual Report.

At our 2020 Annual General Meeting, our shareholders voted to further amend our Bye-laws to change the quorum 
necessary for the transaction of the company business. We adopted these amended Bye-laws of the Company on September 24, 
2020, and they were filed as Exhibit 1.1 to our report on Form 6-K filed with the Commission on November 30, 2020, and are 
hereby incorporated by reference into this Annual Report.

A.      Share capital

Not applicable.

B.      Memorandum of Association and Bye-laws

The object of our business, as stated in Section Six of our Memorandum of Association, is to engage in any lawful act 
or activity for which companies may be organized under the Companies Act, 1981 of Bermuda, or the Companies Act, other 
than  to  issue  insurance  or  re-insurance,  to  act  as  a  technical  advisor  to  any  other  enterprise  or  business  or  to  carry  on  the 
business  of  a  mutual  fund.  Our  Memorandum  of  Association  and  Bye-laws  do  not  impose  any  limitations  on  the  ownership 
rights of our shareholders.

Shareholder  Meetings.  Under  our  Bye-laws,  annual  shareholder  meetings  will  be  held  in  accordance  with  the 
Companies Act at a time and place selected by our board of directors. The quorum at any annual or general meeting is equal to 
one or more shareholders, either present in person or represented by proxy, holding in the aggregate shares carrying 33 1/3% of 
the exercisable voting rights. Special meetings may be called at the discretion of the board of directors and at the request of 
shareholders holding at least one-tenth of all outstanding shares entitled to vote at a meeting. Annual shareholder meetings and 
special  meetings  must  be  called  by  not  less  than  seven  days'  prior  written  notice  specifying  the  place,  day  and  time  of  the 
meeting. The board of directors may fix any date as the record date for determining those shareholders eligible to receive notice 
of and to vote at the meeting.

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The Companies Act provides that a company must have a general meeting of its shareholders in each calendar year. 
The Companies Act does not impose any general requirements regarding the number of voting shares which must be present or 
represented  at  a  general  meeting  in  order  for  the  business  transacted  at  the  general  meeting  to  be  valid.  The  Companies  Act 
generally  leaves  the  quorum  for  shareholder  meetings  to  the  company  to  determine  in  its  Bye-laws.  The  Companies  Act 
specifically imposes special quorum requirements where the shareholders are being asked to approve the modification of rights 
attaching to a particular class of shares (33.33%) or an amalgamation or merger transaction (33.33%) unless in either case the 
Bye-laws  provide  otherwise.  The  Company's  Bye-laws  do  not  provide  for  a  quorum  requirement  other  than  at  least  two 
members being present in person or by proxy and entitled to vote (whatever the number of shares held by them).

There  are  no  limitations  on  the  right  of  non-Bermudians  or  non-residents  of  Bermuda  to  hold  or  vote  our  common 

shares.

The  key  powers  of  our  shareholders  include  the  power  to  alter  the  terms  of  the  Company's  Memorandum  of 
Association  and  to  approve  and  thereby  make  effective  any  alterations  to  the  Company's  Bye-laws  made  by  the  directors. 
Dissenting  shareholders  holding  20%  of  the  Company's  shares  may  apply  to  the  Court  to  annul  or  vary  an  alteration  to  the 
Company's  Memorandum  of  Association.  A  majority  vote  against  an  alteration  to  the  Company's  Bye-laws  made  by  the 
directors will prevent the alteration from becoming effective. Other key powers are to approve the alteration of the Company's 
capital including a reduction in share capital, to approve the removal of a director, to resolve that the Company be wound up or 
discontinued from Bermuda to another jurisdiction or to enter into an amalgamation or winding up. Under the Companies Act, 
all of the foregoing corporate actions require approval by an ordinary resolution (a simple majority of votes cast), except in the 
case of an amalgamation or merger transaction, which requires approval by 75% of the votes cast unless the Bye-Laws provide 
otherwise.  The  Company's  Bye-laws  only  require  an  ordinary  resolution  to  approve  an  amalgamation.  In  addition,  the 
Company's Bye-laws confer express power on the board to reduce its issued share capital selectively with the authority of an 
ordinary resolution.

The Companies Act provides shareholders holding 10% of the Company's voting shares the ability to request that the 
board of directors shall convene a meeting of shareholders to consider any business which the shareholders wish to be discussed 
by the shareholders including (as noted below) the removal of any director. However, the shareholders are not permitted to pass 
any  resolutions  relating  to  the  management  of  the  Company's  business  affairs  unless  there  is  a  pre-existing  provision  in  the 
Company's Bye-laws which confers such rights on the shareholders. Subject to compliance with the time limits prescribed by 
the  Companies  Act,  shareholders  holding  20%  of  the  voting  shares  (or  alternatively,  100  shareholders)  may  also  require  the 
directors to circulate a written statement not exceeding 1000 words relating to any resolution or other matter proposed to be put 
before, or dealt with at, the annual general meeting of the Company.

Majority shareholders do not generally owe any duties to other shareholders to refrain from exercising all of the votes 

attached to their shares. There are no deadlines in the Companies Act relating to the time when votes must be exercised.

The  Companies  Act  provides  that  a  company  shall  not  be  bound  to  take  notice  of  any  trust  or  other  interest  in  its 
shares. There is a presumption that all the rights attaching to shares are held by, and are exercisable by, the registered holder, by 
virtue of being registered as a member of the company. The company's relationship is with the registered holder of its shares. If 
the  registered  holder  of  the  shares  holds  the  shares  for  someone  else  (the  beneficial  owner)  then  if  the  beneficial  owner  is 
entitled  to  the  shares,  the  beneficial  owner  may  give  instructions  to  the  registered  holder  on  how  to  vote  the  shares.  The 
Companies  Act  provides  that  the  registered  holder  may  appoint  more  than  one  proxy  to  attend  a  shareholder  meeting,  and 
consequently where rights to shares are held in a chain, the registered holder may appoint the beneficial owner as the registered 
holder's proxy.

Directors. The Companies Act provides that the directors shall be elected or appointed by the shareholders. A director 
may be elected by a simple majority vote of shareholders, at a meeting where shareholders holding not less than 33.33% of the 
voting shares are present in person or by proxy. A person holding 50% or more of the voting shares of the Company will be 
able to elect all of the directors, and to prevent the election of any person whom such shareholder does not wish to be elected. 
There  are  no  provisions  for  cumulative  voting  in  the  Companies  Act  or  the  Bye-laws  and  the  Company's  Bye-laws  do  not 
contain any super-majority voting requirements. The appointment and removal of directors is covered by Bye-laws 86, 87 and 
88.

There are procedures for the removal of one or more of the directors by the shareholders before the expiration of his 
term of office. Shareholders holding 10% or more of the voting shares of the Company may require the board of directors to 
convene  a  shareholder  meeting  to  consider  a  resolution  for  the  removal  of  a  director.  At  least  14  days’  written  notice  of  a 
resolution  to  remove  a  director  must  be  given  to  the  director  affected,  and  that  director  must  be  permitted  to  speak  at  the 
shareholder meeting at which the resolution for his removal is considered by the shareholders.

60

The  Companies  Act  stipulates  that  an  undischarged  bankruptcy  of  a  director  (in  any  country)  shall  prohibit  that 
director  from  acting  as  a  director,  directly  or  indirectly,  and  taking  part  in  or  being  concerned  with  the  management  of  a 
company, except with leave of the court. The Company's Bye-Law 89 is more restrictive in that it stipulates that the office of a 
Director shall be vacated upon the happening of any of the following events (in addition to the Director's resignation or removal 
from office by the shareholders):

•

•

•

•

If he becomes of unsound mind or a patient for any purpose of any statute or applicable law relating to mental 
health and the Board resolves that he shall be removed from office;

If he becomes bankrupt or compounds with his creditors;

If he is prohibited by law from being a Director; or

If he ceases to be a Director by virtue of the Companies Act.

Under the Company's Bye-laws, the minimum number of directors comprising the board of directors at any time shall 
be two. The board of directors currently consists of seven directors. The quorum necessary for the transaction of business of the 
board may be fixed by the board and shall constitute a majority of the board. The minimum and maximum number of directors 
comprising the board of directors from time to time shall be determined by way of an ordinary resolution of the shareholders of 
the  Company.  The  shareholders  may,  at  the  annual  general  meeting  by  ordinary  resolution,  determine  that  one  or  more 
vacancies in the board of directors be deemed casual vacancies. The board of directors, so long as a quorum remains in office, 
shall have the power to fill such casual vacancies. Each director will hold office until the next annual general meeting or until 
his  successor  is  appointed  or  elected.  The  shareholders  may  call  a  Special  General  Meeting  for  the  purpose  of  removing  a 
director, provided notice is served upon the concerned director 14 days prior to the meeting and he is entitled to be heard. Any 
vacancy created by such a removal may be filled at the meeting by the election of another person by the shareholders or in the 
absence of such election, by the board of directors.

Subject to the provisions of the Companies Act, a director of a company may, notwithstanding his office, be a party to 
or be otherwise interested in any transaction or arrangement with that company, and may act as director, officer, or employee of 
any party to a transaction in which the company is interested. Under our Bye-Law 92, provided an interested director declares 
the nature of his or her interest immediately or thereafter at a meeting of the board of directors, or by writing to the directors as 
required by the Companies Act, a director shall not by reason of his office be held accountable for any benefit derived from any 
outside office or employment. The vote of an interested director, provided he or she has complied with the provisions of the 
Companies Act and our Bye-Laws with regard to disclosure of his or her interest, shall be counted for purposes of determining 
the existence of a quorum.

The  Company’s  Bye-law  94  provides  the  board  of  directors  with  the  authority  to  exercise  all  of  the  powers  of  the 
Company to borrow money and to mortgage or charge all or any part of our property and assets as collateral security for any 
debt, liability or obligation. The Company’s directors are not required to retire because of their age, and the directors are not 
required to be holders of the Company’s common shares. Directors serve for a one year term, and shall serve until re-elected or 
until  their  successors  are  appointed  at  the  next  annual  general  meeting.  The  Company’s  Bye-laws  provide  that  no  director, 
alternate director, officer or member of a committee, if any, resident representative, or his heirs, executors or administrators, 
whom we refer to collectively as an indemnitee, is liable for the acts, receipts, neglects or defaults of any other such person or 
any person involved in our formation, or for any loss or expense incurred by us through the insufficiency or deficiency of title 
to any property acquired by us, or for the insufficiency or deficiency of any security in or upon which any of our monies shall 
be invested, or for any loss or damage arising from the bankruptcy, insolvency, or tortuous act of any person with whom any 
monies,  securities,  or  effects  shall  be  deposited,  or  for  any  loss  occasioned  by  any  error  of  judgment,  omission,  default,  or 
oversight on his part, or for any other loss, damage or misfortune whatever which shall happen in relation to the execution of 
his duties, or supposed duties, to us or otherwise in relation thereto. Each indemnitee will be indemnified and held harmless out 
of our funds to the fullest extent permitted by Bermuda law against all liabilities, loss, damage or expense (including but not 
limited to liabilities under contract, tort and statute or any applicable foreign law or regulation and all reasonable legal and other 
costs  and  expenses  properly  payable)  incurred  or  suffered  by  him  as  such  director,  alternate  director,  officer,  committee 
member or resident representative (or in his reasonable belief that he is acting as any of the above). In addition, each indemnitee 
shall be indemnified against all liabilities incurred in defending any proceedings, whether civil or criminal, in which judgment 
is given in such indemnitee’s favor, or in which he is acquitted or in connection with any application under the Companies Act 
in which relief from liability is granted to him by the court.  The Company is authorized to purchase insurance to cover any 
liability it may incur under the indemnification provisions of its Bye-laws. The indemnity provisions are covered by Bye-laws 
138 through 146.

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Dividends. Holders of common shares are entitled to receive dividend and distribution payments, pro rata based on the 
number of common shares held, when, as and if declared by the board of directors, in its sole discretion. Any future dividends 
declared  will  be  at  the  discretion  of  the  board  of  directors  and  will  depend  upon  our  financial  condition,  earnings  and  other 
factors.

As a Bermuda exempted company, we are subject to Bermuda law relating to the payment of dividends. We may not 
pay any dividends if, at the time the dividend is declared or at the time the dividend is paid, there are reasonable grounds for 
believing that, after giving effect to that payment;

•

•

we will not be able to pay our liabilities as they fall due; or

the realizable value of our assets is less than our liabilities.

In addition, since we are a holding company with no material assets, and conduct our operations through subsidiaries 
and our affiliates, our ability to pay any dividends to shareholders will depend on our subsidiaries' and affiliates distributing to 
us  their  earnings  and  cash  flow.  Some  of  our  loan  agreements  currently  limit  or  prohibit  our  subsidiaries'  ability  to  make 
distributions to us and our ability to make distributions to our shareholders.

Share repurchases and preemptive rights. Subject to certain balance sheet restrictions, the Companies Act permits a 
company to purchase its own shares if it is able to do so without becoming cash flow insolvent as a result. The restrictions are 
that the par value of the share must be charged against the company's issued share capital account or a company fund which is 
available for dividend or distribution or be paid for out of the proceeds of a fresh issue of shares. Any premium paid on the 
repurchase of shares must be charged to the company's current share premium account or charged to a company fund which is 
available  for  dividend  or  distribution.  The  Companies  Act  does  not  impose  any  requirement  that  the  directors  shall  make  a 
general offer to all shareholders to purchase their shares pro rata to their respective shareholdings. The Company's Bye-Laws 
do not contain any specific rules regarding the procedures to be followed by the Company when purchasing its own shares, and 
consequently the primary source of the Company's obligations to shareholders when the Company tenders for its shares will be 
the rules of the listing exchanges on which the Company's shares are listed. The Company’s power to purchase its own shares is 
covered by Bye-laws 9, 10 and 11.

The Companies Act does not confer any rights of pre-emption on shareholders when a company issues further shares, 
and no such rights of pre-emption are implied as a matter of common law. The Company's Bye-Laws do not confer any rights 
of pre-emption. Bye-Law 8 specifically provides that the issuance of more shares ranking pari passu with the shares in issue 
shall not constitute a variation of class rights, unless the rights attached to shares in issue state that the issuance of further shares 
shall constitute a variation of class rights. Bye-Law 12 confers on the directors the right to dispose of any number of unissued 
shares  forming  part  of  the  authorized  share  capital  of  the  Company  without  any  requirement  for  shareholder  approval.  The 
Company’s power to issue shares is covered by Bye-laws 12, 13, 14, and 15.

Liquidation. In the event of our liquidation, dissolution or winding up, the holders of common shares are entitled to 
share in our assets, if any, remaining after the payment of all of our debts and liabilities, subject to any liquidation preference on 
any outstanding preference shares.

C.           Material contracts 

The following is a list of each material contract, other than material contracts entered into in the ordinary course of 
business, to which we or any of our subsidiaries is a party, for the two years immediately preceding the date of this Annual 
Report.

1. Rules of Golar LNG Limited Bermuda Employee Share Option Scheme.
2. Bermuda Tax Assurance, dated May 23, 2011.
3. Memorandum of Agreement, dated September 9, 2015, by and between Golar Hilli Corporation and Fortune Lianjiang 

Shipping S.A.

4. Bareboat charter by and between Golar Hilli Corp. and Fortune Lianjiang Shipping S.A., dated September 9, 2015.
5. Additional  Clauses  to  the  Bareboat  Charter  Party  dated  September  9,  2015  between  Golar  Hilli  Corp.  and  Fortune 

Lianjiang Shipping S.A.

6. Common Terms Agreements, by and between Golar Hilli Corp. and Fortune Lianjiang Shipping S.A., dated September 

9, 2015.

7. Share  Purchase  Agreement,  dated  June  17,  2016,  by  and  between  Golar  LNG  and  Stonepeak  Infrastructure  Fund  II 

Cayman (G) Ltd.

62

8.

Investment  and  Shareholders  Agreement,  dated  July  5,  2016,  by  and  among  Golar  LNG  Limited,  Stonepeak 
Infrastructure Fund II Cayman (G) Ltd and Golar Power Limited. 

9. Second Amended and Restated Agreement of Limited Partnership of Golar LNG Partners LP dated October 19, 2016. 
10. Indenture, dated February 17, 2017, between Golar LNG Limited and Deutsche Bank Trust Company Americas as a 

Bond Trustee. 

11. Purchase and Sale Agreement, dated August 15, 2017, by and among Golar LNG Limited, KS Investments Pte. Ltd., 

Black & Veatch International Company and Golar Partners Operating LLC. 

12. 2017 Long-Term Incentive Plan.
13. Liquefaction Tolling Agreement, dated November 29, 2017, between Société Nationale des Hydrocarbures, Perenco 

Cameroon SA, Golar Hilli Corporation and Golar Cameroon SASU.

14. First  Amendment  to  Liquefaction  Tolling  Agreement,  dated  November  15,  2019,  between  Société  Nationale  des 

Hydrocarbures, Perenco Cameroon SA, Golar Hilli Corporation and Golar Cameroon SASU.

15. Second  Amendment  to  Liquefaction  Tolling  Agreement,  dated  March  23,  2021,  between  Société  Nationale  des 

Hydrocarbures, Perenco Cameroon SA, Golar Hilli Corporation and Golar Cameroon SASU.

16. Third  Amendment  to  Liquefaction  Tolling  Agreement,  dated  July  22,  2021,  between  Société  Nationale  des 

Hydrocarbures, Perenco Cameroon SA, Golar Hilli Corporation and Golar Cameroon SASU.

17. Amendment Agreement, dated March 23, 2018, relating to the Purchase and Sale Agreement by and between Golar 

LNG Partners LP, Golar LNG Limited, KS Investments Pte. Ltd. and Black & Veatch International Company.

18. Amended and Restated Limited Liability Company Agreement of Golar Hilli LLC, dated July 12, 2018.
19. Amended and Restated Limited Liability Company Agreement of Golar Hilli LLC dated as of April 15, 2021, by and 
among  Golar  LNG  Limited,  Golar  Partners  Operating  LLC,  KSI  Investments  Pte.  Ltd.  and  Black  &  Veatch 
International Corporation.

20. Golar LNG Partners LP Guarantee Agreement, dated as of July 12, 2018.
21. Lease  and  Operate  Agreement,  dated  February  26,  2019,  by  and  between  Gimi  MS  Corporation  and  BP  Mauritania 

Investments Limited.

22. $700  million  facility  agreement  dated  October  24,  2019,  by  and  between  Gimi  MS  Corporation,  ABN  Amro  Bank 

N.V., Clifford Capital Pte. Ltd., ING Bank N.V. and Natixis.

23. First supplemental agreement to $700 million facility dated January 19, 2021, by and among Gimi MS Corporation, 

Golar LNG Limited, Gimi Holding Company Limited and ING Bank N.V.

24. Second supplemental agreement to $700 million facility agreement dated March 02, 2021, by and between Gimi MS 

Corporation, ABN Amro Bank N.V., Clifford Capital Pte. Ltd., ING Bank N.V. and Natixis.

25. Agreement and plan of Merger dated January 13, 2021 between Golar LNG Partners LP, Golar GP LLC, New Fortress 

Energy Inc, Lobos Acquisition LLC and NFE International Holdings Limited.

26. Transfer  Agreement,  dated  as  of  January  13,  2021,  by  and  between  Golar  LNG  Limited,  Golar  GP  LLC  and  NFE 

International Holdings Limited.

27. Support Agreement, dated as of January 13, 2021, by and between Golar LNG Partners LP, Golar LNG Limited, Golar 

LNG Partners LP and Golar GP LLC.

28. Agreement  and  plan  of  Merger  dated  January  13,  2021  between  Hygo  Energy  Transition  Ltd,  New  Fortress  Energy 

Inc, Golar LNG Limited, Stonepeak Infrastructure Fund II Cayman (G) Ltd and Lobos Acquisition LLC.

29. Omnibus  Agreement  dated  as  of  April  15,  2021,  by  and  among  Golar  LNG  Limited,  certain  direct  and  indirect 

subsidiaries of Golar LNG Limited and New Fortress Energy, Inc.

30. Omnibus Agreement (Hygo) dated as of April 15, 2021 by and among Golar LNG Limited, certain direct and indirect 

subsidiaries of Golar LNG Limited party thereto and New Fortress Energy Inc.

31. Shareholders’ Agreement dated as of April 15, 2021 by and among New Fortress Energy Inc., Golar LNG Limited and 

Stonepeak Infrastructure Fund II Cayman (G) Ltd.

32. $300  million  unsecured  Nowegian  Bond  dated  March  10,  2012,  by  and  between  Golar  LNG  Limited,  DNB  Bank 

ASA, Danske Bank A/S, Pareto Securiities AS and Nordea Bank Abp.

33. Share purchase agreement dated dated January 26, 2022 by and between Cool Company Ltd and Golar LNG Limited.
34. Amendment agreement to share purchase agreement dated February 25, 2022 by and between Cool Company Ltd and 

Golar LNG Limited.

For  a  further  discussion  of  these  contracts  and  the  related  transactions,  please  refer  to  “Item  4.  Information  on  the 
Company-A. History and Development of the Company,” “Item 4. Information on the Company-B. Business Overview,” “Item 
5.  Operating  and  Financial  Review  and  Prospects  A.  Operating  Results,”  “Item  5.  Operating  and  Financial  Review  and 
Prospects-B. Liquidity and Capital Resources,” “Item 6. Directors, Senior Management and Employees E. Share Ownership,” 
“Item  7.  Major  Shareholders  and  Related  Party  Transactions-B.  Related  Party  Transactions”  and  “Item  10.  Additional 
Information--E. Taxation.” Other than as discussed in this Annual Report, we have no material contracts, other than contracts 
entered into in the ordinary course of business, to which we or any of our subsidiaries are a party.

63

D.           Exchange Controls

The Bermuda Monetary Authority, or the BMA, must give permission for all issuances and transfers of securities of a 
Bermuda exempted company like us, unless the proposed transaction is exempted by the BMA's written general permissions. 
We have received a general permission from the BMA to issue any unissued common shares, and for the free transferability of 
the  common  shares  as  long  as  our  common  shares  are  listed  on  the  Nasdaq.  Our  common  shares  may  therefore  be  freely 
transferred among persons who are residents or non-residents of Bermuda.

Although we are incorporated in Bermuda, we are classified as non-resident of Bermuda for exchange control purposes 
by the BMA. Other than transferring Bermuda Dollars out of Bermuda, there are no restrictions on our ability to transfer funds 
into or out of Bermuda to pay dividends to U.S. residents who are holders of our common shares or other non-resident holders 
of our common shares in currency other than Bermuda Dollars.

E.            Taxation

The  following  is  a  discussion  of  the  material  U.S.  federal  income  tax  and  Bermuda  tax  considerations  relevant  to  a 
U.S. Holder, as defined below, of our common stock. This discussion does not purport to deal with the tax consequences of 
owning  our  common  stock  to  all  categories  of  investors,  some  of  which,  such  as  financial  institutions,  regulated  investment 
companies, real estate investment trusts, tax-exempt organizations, insurance companies, persons holding our common stock as 
part of a hedging, integrated, conversion or constructive sale transaction or a straddle, traders in securities that have elected the 
mark-to-market method of accounting for their securities, persons liable for alternative minimum tax, persons who are investors 
in  partnerships  or  other  pass-through  entities  for  U.S.  federal  income  tax  purposes,  dealers  in  securities  or  currencies,  U.S. 
Holders  whose  functional  currency  is  not  the  U.S.  dollar,  persons  required  to  recognize  income  for  U.S.  federal  income  tax 
purposes  no  later  than  when  such  income  is  included  on  an  “applicable  financial  statement,”  persons  subject  to  the  “base-
erosion and anti-avoidance” tax and investors that own, actually or under applicable constructive ownership rules, 10% or more 
(by vote or value) of our shares of common stock, may be subject to special rules. This discussion deals only with holders who 
hold the shares of our common stock as a capital asset. You are encouraged to consult your own tax advisors concerning the 
overall tax consequences arising in your own particular situation under U.S. federal, state, local or foreign law of the ownership 
of our common stock.

Taxation of Operating Income

U.S. Taxation of our Company

Shipping income that is attributable to transportation that begins or ends, but that does not both begin and end, in the 
United  States  will  be  considered  to  be  50%  derived  from  sources  within  the  United  States.  Shipping  income  attributable  to 
transportation that both begins and ends in the United States will be considered to be 100% derived from sources within the 
United States. We are not permitted by law to engage in transportation that gives rise to 100% U.S. source income.

Shipping  income  attributable  to  transportation  exclusively  between  non-U.S.  ports  will  be  considered  to  be  100% 
derived from sources outside of the United States. Shipping income derived from sources outside of the United States will not 
be subject to U.S. federal income tax.

Unless exempt from U.S. federal income tax under section 883 of the Code, we will be subject to U.S. federal income 

tax, in the manner discussed below, to the extent our shipping income is derived from sources within the United States.

Based upon our current and anticipated shipping operations, our vessels are and will be operated in various parts of the 

world, including to or from U.S. ports. 

Application of Section 883 of the Code

We have made special U.S. federal tax elections in respect of all our vessel-owning or vessel-operating subsidiaries 
that are potentially subject to U.S. federal income tax on shipping income derived from sources within the United States. The 
effect of such elections is to disregard the subsidiaries for which such elections have been made as separate taxable entities for 
U.S. federal income tax purposes.

64

Under section 883 of the Code and the Treasury Regulations promulgated thereunder, we, and each of our subsidiaries, 
will  be  exempt  from  U.S.  federal  income  taxation  on  our  respective  U.S.  source  shipping  income  if  the  following  three 
conditions are met:

•

•

•

we and each subsidiary are organized in a jurisdiction outside the United States that grants an equivalent exemption 
from  tax  to  corporations  organized  in  the  United  States  with  respect  to  the  types  of  U.S.  source  international 
transportation income that we earn (or an equivalent exemption);
we  satisfy  the  publicly  traded  test  or  the  qualified  shareholder  stock  ownership  test  as  described  in  the  Section  883 
Regulations; and
we meet certain substantiation, reporting and other requirements.

The  U.S.  Treasury  Department  has  recognized  (i)  Bermuda,  our  country  of  incorporation,  and  (ii)  the  countries  of 
incorporation of each of our subsidiaries that has earned shipping income from sources within the United States as qualified 
foreign countries. Accordingly, we and each such subsidiary satisfy the country of organization requirement.

Due to the public nature of our shareholdings, we do not believe that we will be able to substantiate that we satisfy the 
ownership  requirement.  However,  as  described  below,  we  believe  that  we  will  be  able  to  satisfy  the  publicly-traded 
requirement.

The  Treasury  Regulations  under  section  883  of  the  Code  provide  that  the  stock  of  a  foreign  corporation  will  be 
considered to be “primarily traded” on an “established securities market” if the number of shares of each class of stock that are 
traded during any taxable year on all “established securities markets” in that country exceeds the number of shares in each such 
class that are traded during that year on “established securities markets” in any other single country. Our stock was “primarily 
traded” on the Nasdaq, an “established securities market” in the United States, during 2021.

Under  the  Treasury  Regulations,  our  common  stock  will  be  considered  to  be  “regularly  traded”  on  an  “established 
securities market” if one or more classes of our stock representing more than 50% of our outstanding shares, by total combined 
voting power of all classes of stock entitled to vote and total value, is listed on the market; this is also known as the “Listing 
Requirement”. Since our common shares are listed on the Nasdaq, we will satisfy the Listing Requirement.

The  Treasury  Regulations  further  require  that  with  respect  to  each  class  of  stock  relied  upon  to  meet  the  Listing 
Requirement: (i) such class of stock is traded on the market, other than in minimal quantities, on at least 60 days during the 
taxable year or one-sixth of the days in a short taxable year; this is also known as the “Trading Frequency Test”; and (ii) the 
aggregate number of shares of such class of stock traded on such market is at least 10% of the average number of shares of such 
class of stock outstanding during such year, or as appropriately adjusted in the case of a short taxable year; this is also known as 
the “Trading Volume Test.” We believe that our common shares satisfied the Trading Frequency Test and the Trading Volume 
Test in 2021. Even if this were not the case, the Treasury Regulations provide that the Trading Frequency Test and the Trading 
Volume Test will be deemed satisfied by a class of stock if, as we expect to be the case with our common shares, such class of 
stock is traded on an “established securities market” in the United States and such class of stock is regularly quoted by dealers 
making a market in such stock.

Notwithstanding the foregoing, the Treasury Regulations provide that our common shares will not be considered to be 
“regularly traded” on an “established securities market” for any taxable year in which 50% or more of the outstanding common 
shares, by vote and value, are owned, for more than half the days of the taxable year, by persons who each own 5% or more of 
the vote and value of the outstanding common shares; this is also known as the “5% Override Rule.” The 5% Override Rule 
will  not  apply,  however,  if  in  respect  of  each  category  of  shipping  income  for  which  exemption  is  being  claimed,  we  can 
establish that individual residents of qualified foreign countries, or “Qualified Shareholders,” own sufficient common shares to 
preclude non-Qualified Shareholders from owning 50% or more of the total vote and value of our common shares for more than 
half the number of days during the taxable year; this is also known as the “5% Override Exception.”

Based  on  our  public  shareholdings  for  2021,  we  were  not  subject  to  the  5%  Override  Rule  for  2021.  Therefore,  we 
believe  that  we  satisfied  the  Publicly-Traded  Requirement  for  2021  and  we  and  each  of  our  subsidiaries  are  entitled  to 
exemption from U.S. federal income tax under section 883 of the Code in respect of our U.S. source shipping income. To the 
extent that we become subject to the 5% Override Rule in future years (as a result of changes in the ownership of our common 
shares), it may be difficult for us to establish that we qualify for the 5% Override Exception.

If we were not eligible for the exemption under section 883 of the Code, our U.S. source shipping income would be 

subject to U.S. federal income tax as described in more detail below.

65

Taxation in Absence of Exemption Under Section 883 of the Code

To the extent the benefits of section 883 of the Code are unavailable with respect to any item of U.S. source shipping 
income  earned  by  us  or  by  our  subsidiaries  and  such  U.S.  source  shipping  income  is  not  considered  to  be  “effectively 
connected”  with  the  conduct  of  a  U.S.  trade  or  business,  such  U.S.  source  shipping  income  would  be  subject  to  a  4%  U.S. 
federal income tax imposed by section 887 of the Code on a gross basis, without benefit of deductions. Since under the sourcing 
rules described above, no more than 50% of the shipping income earned by us or our subsidiaries would be derived from U.S. 
sources, the maximum effective rate of U.S. federal income tax on such gross shipping income would never exceed 2%. For the 
calendar year 2021, we and our subsidiaries would be subject to no aggregated tax under section 887 of the Code if applicable.

In  addition,  our  U.S.  source  shipping  income  that  is  considered  to  be  “effectively  connected”  with  the  conduct  of  a 
U.S. trade or business (net of applicable deductions) is subject to the U.S. corporate income tax currently imposed at a rate of 
21%. In addition, we may be subject to the 30% U.S. “branch profits” tax on earnings effectively connected with the conduct of 
such  trade  or  business,  as  determined  after  allowance  for  certain  adjustments,  and  on  certain  interest  paid  or  deemed  paid 
attributable to the conduct of our U.S. trade or business.

Our  U.S.  source  shipping  income  would  be  considered  effectively  connected  with  the  conduct  of  a  U.S.  trade  or 

business only if:

•

•

we had, or were considered to have, a fixed place of business in the United States involved in the earning of our U.S. 
source shipping income; and
substantially all of our U.S. source shipping income was attributable to regularly scheduled transportation, such as the 
operation  of  a  ship  that  followed  a  published  schedule  with  repeated  sailings  at  regular  intervals  between  the  same 
points for voyages that begin or end in the United States.

We believe that we will not meet these conditions because we will not have, or permit circumstances that would result 
in having, such a fixed place of business in the United States or any ship sailing to or from the United States on a regularly 
scheduled basis.

Gain on Sale of Vessels

If we and our subsidiaries qualify for exemption from tax under section 883 of the Code in respect of our U.S. source 
shipping income, the gain on the sale of any vessel earning such U.S. source shipping income should likewise be exempt from 
U.S. federal income tax. Even if we and our subsidiaries are unable to qualify for exemption from tax under section 883 of the 
Code and we or any of our subsidiaries, as the seller of such vessel, is considered to be engaged in the conduct of a U.S. trade or 
business,  gain  on  the  sale  of  such  vessel  would  not  be  subject  to  U.S.  federal  income  tax  provided  the  sale  is  considered  to 
occur outside of the United States under U.S. federal income tax principles. In general, a sale of a vessel will be considered to 
occur outside of the United States for this purpose if title to the vessel, and risk of loss with respect to the vessel, pass to the 
buyer outside of the United States.  To the extent circumstances permit, we intend to structure sales of our vessels in such a 
manner, including effecting the sale and delivery of vessels outside of the United States. If the sale is considered to occur within 
the United States, any gain on such sale may be subject to U.S. federal income tax as “effectively connected” income.

U.S. Taxation of U.S. Holders

The  term  “U.S.  Holder”  means  a  beneficial  owner  of  our  common  shares  that  is  a  U.S.  citizen  or  resident,  U.S. 
corporation or other U.S. entity taxable as a corporation, an estate, the income of which is subject to U.S. federal income tax 
regardless  of  its  source,  or  a  trust  if  a  court  within  the  United  States  is  able  to  exercise  primary  jurisdiction  over  the 
administration of the trust and one or more U.S. persons have the authority to control all substantial decisions of the trust, and 
owns our common shares as a capital asset, generally, for investment purposes.

If a partnership holds our common shares, the tax treatment of a partner will generally depend upon the status of the 
partner  and  upon  the  activities  of  the  partnership.  If  you  are  a  partner  in  a  partnership  holding  our  common  shares,  you  are 
urged to consult your tax advisor.

66

Distributions

Any distributions made by us with respect to our common shares to a U.S. Holder will generally constitute dividends 
to  the  extent  of  our  current  and  accumulated  earnings  and  profits,  as  determined  under  U.S.  federal  income  tax 
principles. Subject to the discussion below under “Passive Foreign Investment Company”, we expect that dividends paid by us 
to a non-corporate U.S. Holder will be eligible for preferential U.S. federal income tax rates provided that the non-corporate 
U.S. Holder has owned the common shares for more than 60 days in the 121-day period beginning 60 days before the date on 
which our common shares becomes ex-dividend and certain other conditions are satisfied. However, there is no assurance that 
any  dividends  paid  by  us  will  be  eligible  for  these  preferential  tax  rates  in  the  hands  of  a  non-corporate  U.S.  Holder.  Any 
dividends paid by us, which are not eligible for these preferential tax rates will be taxed as ordinary income to a non-corporate 
U.S. Holder. Because we are not a U.S. corporation, U.S. Holders that are corporations will generally not be entitled to claim a 
dividends-received deduction with respect to any distributions they receive from us. Dividends paid on our common shares will 
be  income  from  sources  outside  the  United  States  and  will  generally  constitute  “passive  category  income”  or,  in  the  case  of 
certain U.S. Holders, “general category income” for U.S. foreign tax credit limitation purposes.

Distributions in excess of our earnings and profits will be treated first as a non-taxable return of capital to the extent of 

the U.S. Holder's tax basis in its common shares, and thereafter as a taxable capital gain.

Sale, Exchange or other Disposition of Our Common Shares

Subject to the discussion below under “Passive Foreign Investment Company,” a U.S. Holder generally will recognize 
taxable  gain  or  loss  upon  a  sale,  exchange  or  other  disposition  of  our  common  shares  in  an  amount  equal  to  the  difference 
between the amount realized by the U.S. Holder from such sale, exchange or other disposition and the U.S. Holder's tax basis in 
the common shares. Such gain or loss will be treated as long-term capital gain or loss if the U.S. Holder's holding period in such 
common shares is greater than one year at the time of the sale, exchange or other disposition. Otherwise, such gain or loss will 
be treated as short-term capital gain or loss. A U.S. Holder's ability to deduct capital losses is subject to certain limitations. A 
U.S. Holder's gain or loss will generally be treated (subject to certain exceptions) as gain or loss from source within the United 
States for U.S. foreign tax credit limitation purposes.

Passive Foreign Investment Company

Notwithstanding the above rules regarding distributions and dispositions, special rules may apply to U.S. Holders (or, 
in some cases, U.S. persons who are treated as owning our common shares under constructive ownership rules) if we are treated 
as a “passive foreign investment company”, or a PFIC for U.S. federal income tax purposes. We will be a PFIC if either:

•
•

at least 75% of our gross income in a taxable year is “passive income;” or
at least 50% of our assets in a taxable year (averaged over the year and generally determined based upon value) 
are held for the production of, or produce, “passive income.”

For purposes of determining whether we are a PFIC, we will be treated as earning and owning our proportionate share 
of the income and assets, respectively, of (i) any of our subsidiary corporations in which we own 25% or more of the value of 
the subsidiary's stock and (ii) any partnership in which we either own 25% or more of the equity interests (by value) or satisfy 
an “active partner” test and do not elect out of “look through” treatment for the partnership. To date, our subsidiaries and we 
have  derived  most  of  our  income  from  time  and  voyage  charters  (including  through  our  interest  in  the  Cool  Pool),  and  we 
expect  to  continue  to  do  so.  This  income  should  be  treated  as  services  income,  which  is  not  “passive  income”  for  PFIC 
purposes.  We  believe  there  is  substantial  legal  authority  supporting  our  position  consisting  of  case  law  and  U.S.  Internal 
Revenue  Service,  also  known  as  the  “IRS”,  pronouncements  concerning  the  characterization  of  income  derived  from  time 
charters  and  voyage  charters  as  services  income  for  other  tax  purposes.  However,  there  is  also  authority  which  characterizes 
time charter income as rental income rather than services income for other tax purposes.

Based on the foregoing, we believe that we were not a PFIC with respect to 2021 or any prior taxable year. However, 
the  IRS  or  a  court  could  disagree  with  our  position.  Further  there  can  be  no  assurance  that  we  will  not  become  a  PFIC  any 
future taxable year as a result of changes in our operations or assets.

67

If  we  become  a  PFIC  (and  regardless  of  whether  we  remain  a  PFIC),  each  U.S.  Holder  who  owns  or  is  treated  as 
owning our common shares during any period in which we are so classified, would be subject to U.S. federal income tax, at the 
then  highest  applicable  income  tax  rates  on  ordinary  income,  plus  interest,  upon  certain  “excess  distributions”  and  upon 
dispositions  of  our  common  shares  including,  under  certain  circumstances,  a  disposition  pursuant  to  an  otherwise  tax  free 
reorganization,  as  if  the  distribution  or  gain  had  been  recognized  ratably  over  the  U.S.  Holder's  entire  holding  period  of  our 
common shares. The amounts allocated to the taxable year of the sale or other disposition and to any year during such holding 
period before we became a PFIC would be taxed as ordinary income. An “excess distribution” generally includes dividends or 
other distributions received from a PFIC in any taxable year of a U.S. Holder to the extent that the amount of those distributions 
exceeds  125%  of  the  average  distributions  made  by  the  PFIC  during  a  specified  base  period.  The  tax  at  ordinary  rates  and 
interest resulting from an excess distribution would not be imposed if the U.S. Holder makes a “mark-to-market” election or 
“qualified electing fund” election, as discussed below.

If we become a PFIC and, provided that, as is currently the case, our common shares are treated as “marketable stock,” 
a U.S. Holder may make a “mark-to-market” election with respect to our common shares. Under this election, any excess of the 
fair market value of the common shares at the close of any tax year over the U.S. Holder's adjusted tax basis in the common 
shares is included in the U.S. Holder's income as ordinary income. In addition, the excess, if any, of the U.S. Holder's adjusted 
tax basis at the close of any taxable year over the fair market value of the common shares is deductible in an amount equal to 
the lesser of the amount of the excess or the net “mark-to-market” gains that the U.S. Holder included in income in previous 
years. If a U.S. Holder makes a “mark-to-market” election after the beginning of its holding period of our common shares, the 
U.S. Holder does not avoid the PFIC rules described above with respect to the inclusion of ordinary income, and the imposition 
of interest thereon, attributable to periods before the election.

In some circumstances, a shareholder in a PFIC may avoid the unfavorable consequences of the PFIC rules by making 
a “qualified electing fund” election. However, a U.S. Holder cannot make a “qualified electing fund” election with respect to us 
unless such U.S. Holder complies with certain reporting requirements. We do not intend to provide the information necessary to 
meet such reporting requirements.

In addition to the above consequences, if we are or have been a PFIC for any taxable year, a U.S. Holder would be 

required to file IRS form 8621 with the IRS for that year with respect to such U.S. Holder's common stock.

U.S. Federal Income Tax Consequences to Non-U.S. Holders of Our Common Shares

A beneficial owner of our common shares (other than a partnership) that is not a U.S. Holder is referred to herein as a 
Non-U.S. Holder. It is assumed for purposes of this section that the Non-U.S. Holder (1) is not engaged in the conduct of a 
United States trade or business and (2) (a) if an individual, is not treated as a U.S. resident pursuant to the substantial presence 
test (generally treating a non-resident individual alien as a resident if such person is present in the United States for more than a 
weighted sum of 183 days during a three-year period and the nonresident alien is present for at least 31 days in the current year) 
and is not present in the United States for 183 days or more in the taxable year of disposition of the notes or common shares or 
(b) if not a natural person, has not made any election to subject itself to, or is otherwise subject to, U.S. federal income taxation 
on a net basis.

Subject to the discussion below regarding backup withholding, a Non-U.S. Holder will generally not be subject to U.S. 
federal income tax upon receipt, holding, or sale or disposition of, or receipt of dividends paid in respect of, the common shares.

Backup Withholding and Information Reporting

In  general,  dividend  payments,  or  other  taxable  distributions,  made  within  the  United  States  will  be  subject  to 
information  reporting  requirements.  Such  payments  will  also  be  subject  to  “backup  withholding”  if  made  to  a  non-corporate 
U.S. Holder and such U.S. Holder:

•
•
•

•

fails to provide an accurate taxpayer identification number;
provides us with an incorrect taxpayer identification number;
is notified by the IRS that it has failed to report all interest or dividends required to be shown on its U.S. federal 
income tax returns; or
in certain circumstances, fails to comply with applicable certification requirements.

68

If a shareholder sells our common shares to or through a U.S. office or broker, the payment of the proceeds is subject 
to  both  U.S.  information  reporting  and  “backup  withholding”  unless  the  shareholder  establishes  an  exemption.  If  the 
shareholder  sells  our  common  shares  through  a  non-U.S.  office  of  a  non-U.S.  broker  and  the  sales  proceeds  are  paid  to  the 
shareholder  outside  the  United  States,  then  information  reporting  and  “backup  withholding”  generally  will  not  apply  to  that 
payment. However, U.S. information reporting requirements, but not “backup withholding,” will apply to a payment of sales 
proceeds,  including  a  payment  made  to  a  shareholder  outside  the  United  States,  if  the  shareholder  sells  the  common  shares 
through a non-U.S. office of a broker that is a U.S. person or has some other contacts with the United States.

“Backup  withholding”  is  not  an  additional  tax.  Rather,  a  taxpayer  generally  may  obtain  a  refund  of  any  amounts 
withheld under “backup withholding” rules that exceed such taxpayer's U.S. federal income tax liability by filing a refund claim 
with the IRS, provided that the required information is furnished to the IRS.

Individuals  who  are  U.S.  Holders  (and  to  the  extent  specified  in  the  applicable  Treasury  Regulations,  certain 
individuals  who  are  non-U.S.  Holders  and  certain  U.S.  entities)  who  hold  “specified  foreign  financial  assets”  (as  defined  in 
Section  6038D  of  the  Code  and  the  applicable  Treasury  Regulations)  are  required  to  file  IRS  Form  8938  (Statement  of 
Specified Foreign Financial Assets) with information relating to each such asset for each taxable year in which the aggregate 
value  of  all  such  assets  exceeds  $75,000  at  any  time  during  the  taxable  year  or  $50,000  on  the  last  day  of  the  taxable  year. 
Specified foreign financial assets would include, among other assets, our common stock, unless the common stock were held 
through  an  account  maintained  with  a  U.S.  financial  institution.  Substantial  penalties  apply  to  any  failure  to  timely  file  IRS 
Form 8938, unless the failure is shown to be due to reasonable cause and not due to willful neglect. Additionally, the statute of 
limitations on the assessment and collection of U.S. federal income tax with respect to a taxable year for which the filing of IRS 
Form 8938 is required may not close until three years after the date on which IRS Form 8938 is filed. U.S. Holders (including 
U.S. entities) and non-U.S. Holders are encouraged to consult their own tax advisors regarding their reporting obligations under 
Section 6038D of the Code.

Bermuda Taxation

Bermuda currently imposes no tax (including a tax in the nature of an income, estate, duty, inheritance, capital transfer 
or withholding tax) on profits, income, capital gains or appreciations derived by us, or dividends or other distributions paid by 
us to shareholders of our common shares. Bermuda has undertaken not to impose any such Bermuda taxes on shareholders of 
our common shares prior to the year 2035, except in so far as such tax applies to persons ordinarily resident in Bermuda.

The Minister of Finance in Bermuda has granted us a tax exempt status until March 31, 2035, under which no income 
taxes  or  other  taxes  (other  than  duty  on  goods  imported  into  Bermuda  and  payroll  tax  in  respect  of  any  Bermuda-resident 
employees) are payable by us in Bermuda. If the Minister of Finance in Bermuda does not grant a new exemption or extension 
of the current tax exemption, and if the Bermudian Parliament passes legislation imposing taxes on exempted companies, we 
may become subject to taxation in Bermuda after March 31, 2035. 

F.           Dividends and Paying Agents

Not applicable.

G.          Statements by Experts

Not applicable.

H.          Documents on Display

We  will  file  reports  and  other  information  with  the  Commission.  The  Commission  maintains  a  website  (http://
www.sec.gov)  that  contains  reports,  proxy  and  information  statements  and  other  information  regarding  registrants  that  file 
electronically with it.

I. 

Subsidiary Information

Not applicable.

69

 
ITEM 11.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We  are  exposed  to  various  market  risks,  including  interest  rate,  commodity  price  and  foreign  currency  exchange 
risks. We enter into a variety of derivative instruments and contracts to maintain the desired level of exposure arising from these 
risks. Our policy is to hedge our exposure to risks, when possible, within boundaries deemed appropriate by management.

A discussion of our accounting policies for derivative financial instruments is included in note 2 “Accounting Policies” 
of our consolidated financial statements included herein. Further information on our exposure to market risk is included in note 
27 “Financial Instruments” of our consolidated financial statements included herein.

The  following  analysis  provides  quantitative  information  regarding  our  exposure  to  foreign  currency  exchange  rate 
risk  and  interest  rate  risk.  There  are  certain  shortcomings  inherent  in  the  sensitivity  analysis  presented,  primarily  due  to  the 
assumption that exchange rates change in a parallel fashion and that interest rates change instantaneously.

Interest rate risk. A significant portion of our long-term debt obligation is subject to adverse movements in interest 
rates. Our interest rate risk management policy permits economic hedge relationships in order to reduce the risk associated with 
adverse  fluctuations  in  interest  rates.  We  use  interest  rate  swaps  and  fixed  rate  debt  to  manage  the  exposure  to  adverse 
movements  in  interest  rates.  Interest  rate  swaps  are  used  to  convert  floating  rate  debt  obligations  to  a  fixed  rate  in  order  to 
achieve an overall desired position of fixed and floating rate debt. Credit exposures are monitored on a counterparty basis, with 
all new transactions subject to senior management approval. 

As of December 31, 2021, the notional amount of interest rate swaps outstanding in respect of our debt obligation was    

$505.0 million, representing approximately 50.3% of our floating rate loans. The principal of our floating rate loans outstanding 
as of December 31, 2021 was $1,004.9 million. Based on our floating rate debt at December 31, 2021, a one-percentage point 
increase in the floating interest rate would increase our interest expense by $4.0 million per annum. For disclosure of the fair 
value of the derivatives and debt obligations outstanding as of December 31, 2021, see note 27 “Financial Instruments” of our 
consolidated financial statements included herein.

Foreign  currency  risk.  The  majority  of  our  transactions,  assets  and  liabilities  are  denominated  in  U.S.  Dollars,  our 
functional currency. Periodically, we may be exposed to foreign currency exchange fluctuations as a result of expenses paid by 
certain subsidiaries in currencies other than U.S. Dollars, which includes British Pounds, or GBP, Norwegian Kroners, or NOK, 
and Euros, in relation to our administrative office in the UK, operating expenses and capital expenditure projects incurred in a 
variety of foreign currencies. Based on our GBP expenses for 2021, a 10% depreciation of the U.S. Dollar against GBP would 
have increased our expenses by $1.8 million. 

We  operate  a  branch  in  Norway,  where  the  majority  of  expenses  are  incurred  in  NOK.  Based  on  our  NOK 
administrative  expenses  incurred  in  2021,  a  10%  depreciation  of  the  U.S.  Dollar  against  NOK  would  have  increased  our 
expenses by $2.6 million. 

The  base  currency  of  the  majority  of  our  seafaring  officers'  remuneration  was  the  Euro.  Based  on  the  crew  costs 
incurred in 2021, a 10% depreciation of the U.S. Dollar against the Euro would have increased our crew cost for 2021 by $2.9 
million.

Commodity price risk. As of December 31, 2021, we have two derivative assets in relation to the LTA:

The Hilli oil derivative instrument represents the fair value of the estimated discounted cash flows of payments due as 
a result of the Brent Crude price moving above the contractual floor of $60.00 per barrel over the contract term. The derivative 
asset  is  adjusted  to  fair  value  at  each  balance  date  and,  on  December  31,  2021,  the  value  of  this  asset  is  $127.5  million. 
Movements  in  the  price  of  Brent  Crude  will  cause  the  derivative  asset,  and  resulting  fair  value  movements,  to  fluctuate. 
However, we bear no downside risk should the Brent Crude price move below $60.00.

In 2021, we signed an agreement to increase the utilization of Hilli by 200,000 tons for 2022. The tolling fee for the 
2022 incremental capacity is linked to European gas prices at the Dutch Title Transfer Facility (“TTF”). The Hilli gas derivative 
instrument represents the fair value of the estimated discounted cash flows of the additional payments due to us as a result of 
forecasted  TTF  prices  and  forecasted  EUR/USD  exchange  rates,  above  a  floor  of  $0.5652/MMBTU.  The  derivative  asset  is 
adjusted to fair value at each balance date and, on December 31, 2021, the value of this asset is $79.6 million. Movements in 
the TTF price will cause the derivative asset, and resulting fair value movements, to fluctuate. However, we bear no downside 
risk should the TTF price move below $0.5652/MMBTU.

70

As of December 31, 2021, we were party to commodity swaps to manage our exposure to the European natural gas 
prices, the notional quantity of commodity swaps outstanding was 23,249 tons, and a 10% increase in TTF prices would result 
in a loss of $2.3 million per annum. For disclosure of the fair value of the derivatives and debt obligations outstanding as of 
December 31, 2021, see note 27 “Financial Instruments” of our consolidated financial statements included herein.

ITEM 12.   DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

Not applicable.

ITEM 13.   DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

None.

ITEM 14.   MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF 
PROCEEDS

None.

ITEM 15.   CONTROLS AND PROCEDURE

(a)          Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in 
our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules 
and  forms,  and  that  such  information  is  accumulated  and  communicated  to  our  management,  including  our  Chief  Executive 
Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Under  the  supervision  of  our  Company’s  Chief  Executive  Officer  and  Chief  Financial  Officer,  we  carried  out  an 
evaluation  of  the  effectiveness  of  our  disclosure  controls  and  procedures,  pursuant  to  Rule  13a-15(b)  and  15d-15(b)  of  the 
Exchange Act of 1934, as of December 31, 2021. At the time our Annual Report on Form 20-F for the year ended December 
31, 2021 was filed on April 28, 2022, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure 
controls and procedures were effective as of December 31, 2021.

 (b)         Management's annual report on internal controls over financial reporting

In  accordance  with  the  requirements  of  Rule  13a-15  of  the  Securities  Exchange  Act  of  1934,  as  amended,  the 
following report is provided by management in respect of our internal control over financial reporting. As defined in the Rule 
13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as amended, internal control over financial reporting is a 
process  designed  by,  or  under  the  supervision  of,  our  Chief  Executive  Officer  and  Chief  Financial  Officer,  or  persons 
performing similar functions, and effected by our Board of Directors, management and other personnel, to provide reasonable 
assurance regarding the reliability of financial reporting and the preparation of the consolidated financial statements for external 
purposes in accordance with U.S. GAAP and includes those policies and procedures that:

•

•

•

pertain  to  the  maintenance  of  records  that,  in  reasonable  detail,  accurately  and  fairly  reflect  our  transactions  and 
dispositions of assets; 
provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements 
in  accordance  with  U.S.  GAAP,  and  that  our  receipts  and  expenditures  are  being  made  only  in  accordance  with 
authorizations of our management and directors of the Company; and 
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition 
of our assets that could have a material effect on the financial statements.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Our 
internal  control  system  was  designed  to  provide  reasonable  assurance  regarding  the  reliability  of  financial  reporting  and  the 
preparation of our published consolidated financial statements for external purposes under U.S. GAAP.

71

 
In  connection  with  the  preparation  of  our  annual  consolidated  financial  statements,  management  has  undertaken  an 
assessment  of  the  effectiveness  of  our  internal  control  over  financial  reporting  as  of    December  31,  2021,  based  on  criteria 
established  in  Internal  Control  -  Integrated  Framework  (2013),  issued  by  the  Committee  of  Sponsoring  Organizations  of  the 
Treadway Commission.

Management’s  assessment  included  an  evaluation  of  the  design  of  our  internal  control  over  financial  reporting  and 
testing  of  the  operational  effectiveness  of  those  controls.  Based  on  this  assessment,  management  has  concluded  and  hereby 
reports that as of December 31, 2021, our internal control over financial reporting was effective.

The Company’s independent registered public accounting firm has issued an attestation report on the effectiveness of 

the Company’s internal control over financial reporting.

(c)          Attestation report of the registered public accounting firm

The effectiveness of our internal control over financial reporting as of December 31, 2021 has been audited by Ernst & 
Young  LLP,  an  independent  registered  public  accounting  firm,  as  stated  in  their  report  which  appears  on  page  F-3  of  our 
consolidated financial statements.

(d)          Changes in internal control over financial reporting

There were no changes in our internal control over financial reporting during the period covered by this Annual Report 

that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

ITEM 16A.  AUDIT COMMITTEE FINANCIAL EXPERT

Our board of directors has determined that Lori Wheeler Naess and Daniel Rabun each qualify as an audit committee 
financial  expert  and  are  both  independent,  in  accordance  with  SEC  Rule  10a-3  pursuant  to  Section  10A  of  the  Securities 
Exchange Act of 1934.

ITEM 16B.  CODE OF ETHICS

We have adopted a Corporate Code of Business Ethics and Conduct that applies to all our employees. A copy of our 
Corporate Code of Business Ethics and Conduct may be found on our website www.golarlng.com. This website is provided as 
an inactive textual reference only. Information contained on our website does not constitute part of this annual report. We will 
provide any person, free of charge, a copy of our Code of Ethics upon written request to our registered office. Additionally, our 
Code of Business Ethics and Conduct is included as Exhibit 11.1 of this annual report. Any waivers that are granted from any 
provision of our Code of Business Ethics and Conduct may be disclosed on our website within five business days following the 
date of such waiver.

ITEM 16C.  PRINCIPAL ACCOUNTANT FEES AND SERVICES

(a)

Audit Fees

The following table sets forth, for the two most recent fiscal years, the aggregate fees billed for professional services 
rendered by the principal accountant, Ernst & Young LLP for the audit of our annual financial statements and services provided 
by the principal accountant in connection with statutory and regulatory filings or engagements for the two most recent fiscal 
years.

(in thousands of $)

Fiscal year ended December 31, 2021

Fiscal year ended December 31, 2020

$ 

$ 

1,962 

1,820 

72

(b) 

Audit-Related Fees

The following table sets forth, for the two most recent fiscal years, the aggregate fees billed for assurance and related 
services,  not  included  under  “(a)  Audit  Fees”,  rendered  by  the  principal  accountant  for  the  audit  of  our  annual  financial 
statements and services provided by the principal accountant in connection with statutory and regulatory filings or engagements 
for the two most recent fiscal years.

(in thousands of $)

Fiscal year ended December 31, 2021

Fiscal year ended December 31, 2020

(c)   

Tax Fees

$ 

$ 

148 

67 

The following table sets forth, for the two most recent fiscal years, the aggregate fees billed for professional services 

rendered by the principal accountant for tax compliance, tax advice and tax planning.

(in thousands of $)

Fiscal year ended December 31, 2021

Fiscal year ended December 31, 2020

(d)   

All Other Fees

$ 

$ 

5 

4 

The following table sets forth, for the two most recent fiscal years, the aggregate fees billed for professional services 
rendered by the principal accountant for other services that are not included in the scope of the current year audit or tax services 
as mentioned above. This majority of the balance comprises of advisory services provided during the year.

(in thousands of $)

Fiscal year ended December 31, 2021

Fiscal year ended December 31, 2020

(e)   

Audit Committee's Pre-Approval Policies and Procedures

$ 

$ 

72 

322 

Our  board  of  directors  has  adopted  pre-approval  policies  and  procedures  in  compliance  with  paragraph  (c)(7)(i)  of 
Rule 2-01 of Regulation S-X that require our board of directors to approve the appointment of our independent auditor before 
such  auditor  is  engaged  and  to  approve  each  of  the  audit  and  non-audit  related  services  to  be  provided  by  such  auditor.  All 
services  provided  by  the  principal  auditor  in  2021  and  2020  were  approved  by  our  board  of  directors  pursuant  to  the  pre-
approval policy.

ITEM 16D.  EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES

Not applicable.

73

ITEM 16E.  PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS

In  February  2021,  our  board  of  directors  approved  a  share  buyback  program  of  up  to  $50  million  of  our  common 
shares. During 2021, we repurchased an aggregate of 2.0 million shares for a cost of $24.5 million and subsequently cancelled 
all our treasury shares in September 2021.

Total number 
of shares 
purchased

Average price 
paid per share

1,184,662  $ 

500,103  $ 

299,882  $ 

368,496  $ 

11.55 

13.54 

13.28 

17.80 

Total value of 
shares 
purchased as 
part of publicly 
announced 
plan or 
program

13,711,335 

6,783,883 

3,988,446 

6,565,840 

Maximum 
value of shares 
(in $) that may 
be purchased 
under the plan 
or program

36,288,665 

29,504,782 

25,516,336 

18,950,496 

April 2021

June 2021

July 2021

March 2022

ITEM 16F.  CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT

Not applicable.

ITEM 16G. CORPORATE GOVERNANCE

Pursuant to an exception under Nasdaq Rule 5615, or Nasdaq listing standards available to foreign private issuers, we 
are not required to comply with all of the corporate governance practices followed by U.S. companies under the Nasdaq's listing 
standards, which are available at www.nasdaq.com. As a foreign private issuer, we are permitted to follow our home country 
practices  in  lieu  of  certain  Nasdaq  corporate  governance  requirements.  We  have  certified  to  Nasdaq  that  our  corporate 
governance practices are in compliance with, and are not prohibited by, the laws of Bermuda.

We are exempt from many of the Nasdaq's corporate governance practices other than the requirements regarding the 
disclosure  of  a  going  concern  audit  opinion,  submission  of  a  listing  agreement,  notification  of  material  non-compliance  with 
Nasdaq's  corporate  governance  practices  and  the  establishment  and  composition  of  an  audit  committee  and  a  formal  written 
audit committee charter. The practices we follow in lieu of Nasdaq's corporate governance requirements are as follows:

Independence  of  directors.  We  are  exempt  from  certain  Nasdaq  requirements  regarding  independence  of  directors. 
Consistent  with  Bermuda  law,  our  board  of  directors  is  not  required  to  be  composed  of  a  majority  of  independent  directors. 
Currently,  five  of  the  seven  members  of  the  board  of  directors,  Daniel  Rabun,  Lori  Wheeler  Naess,  Carl  Steen,  Niels  Stolt-
Nielsen and Thorleif Egeli are independent according to Nasdaq's standards for independence. Our board of directors does not 
hold meetings at which only independent directors are present.

Audit Committee. We are exempt from certain Nasdaq requirements regarding our audit committee. Consistent with 
Bermuda  law,  the  directors  on  our  audit  committee  are  not  required  to  comply  with  certain  of  Nasdaq’s  independence 
requirements  for  audit  committee  members,  and  our  management  is  responsible  for  the  proper  and  timely  preparation  of  our 
annual  reports,  which  are  audited  by  independent  auditors.  However,  the  committee  currently  consists  of  three  independent 
directors, Lori Wheeler Naess, Daniel Rabun and Carl Steen.

Compensation Committee. We are exempt from certain Nasdaq requirements regarding our compensation committee. 
Consistent  with  Bermuda  law,  our  compensation  committee  may  consist  of  members  who  are  not  independent  directors. 
However, the committee currently consists of three independent directors, Carl Steen, Niels Stolt-Nielsen and Daniel Rabun. 
The  primary  responsibility  of  this  committee  is  to  review,  approve  and  make  recommendations  to  the  board  regarding 
compensation for directors and management.

Nomination  Committee.  We  are  exempt  from  certain  Nasdaq  requirements  regarding  our  nomination  committee. 
Consistent with Bermuda law, our nomination committee may consist of members who are not independent directors. However, 
the committee is currently comprised of two independent directors, Carl Steen and Daniel Rabun. The primary responsibility of 
this committee is to select and recommend to the board, director and committee member candidates.

74

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Share Issuance. In lieu of obtaining shareholder approval prior to the issuance of securities in certain circumstances, 

consistent with Bermuda law and our Bye-Laws, the board of directors approves share issuances.

As a foreign private issuer, we are not required to solicit proxies or provide proxy statements to Nasdaq pursuant to 
Nasdaq's corporate governance rules or Bermuda law. Consistent with Bermuda law, and as provided in our amended Bye-laws, 
we will notify our shareholders of shareholder meetings at least seven days before such meeting. This notification will contain, 
among other things, information regarding business to be transacted at the meeting.

We believe that our established corporate governance practices satisfy the Nasdaq listing standards.

ITEM 16H. MINE SAFETY DISCLOSURE

Not applicable.

ITEM 17.  FINANCIAL STATEMENTS

See Item 18.

ITEM 18.  FINANCIAL STATEMENTS 

The  following  financial  statements  listed  below  and  set  forth  on  pages  F-1  through  to  F-71  are  filed  as  part  of  this 

Annual Report.

ITEM 19.  EXHIBITS 

The following exhibits are filed as part of this Annual Report:

Number

Description of Exhibit

1.1**

Memorandum  of  Association  of  Golar  LNG  Limited  as  adopted  on  May  9,  2001,  incorporated  by  reference  to 
Exhibit 1.1 of Golar LNG Limited’s Registration Statement on Form 20-F, filed with the SEC on November 27, 
2002, File No. 00050113, or the Original Registration Statement.

1.2**

Bye-Laws of Golar LNG Limited amended and adopted September 20, 2013, incorporated by reference to Exhibit 
3.1 to Golar LNG Limited’s Report of Foreign Issuer on Form 6-K filed on July 1, 2014.

1.3**

Bye-Laws of Golar LNG Limited amended and adopted September 24, 2020, incorporated by reference to Exhibit 
4.1 to Golar LNG Limited’s Report of Foreign Issuer on Form 6-K filed on November 30, 2020.

1.4**

Certificate of Incorporation as adopted on May 10, 2001, incorporated by reference to Exhibit 1.3 of Golar LNG 
Limited’s Original Registration Statement.

1.5**

1.6**

Certificate of deposit of memorandum of increase of share capital of Golar LNG Limited registered on June 20, 
2001 (increasing Golar LNG Limited’s authorized capital), incorporated by reference to Exhibit 1.4 of Golar LNG 
Limited’s Original Registration Statement.

Certificate of deposit of memorandum of increase of share capital of Golar LNG Limited registered November 6, 
2014, incorporated by reference to Exhibit 1.6 of Golar LNG Limited Annual Report on Form 20-F for the fiscal 
year ended December 31, 2014.

75

 
 
Number

Description of Exhibit

2.1**

Form of share certificate incorporated by reference to Exhibit 2.1 of Golar LNG Limited’s Annual Report on Form 
20-F for the fiscal year ended December 31, 2010.

2.2**

Indenture, dated February 17, 2017, between Golar LNG Limited and Deutsche Bank Trust Company Americas as 
a Bond Trustee, incorporated by reference to Exhibit 2.2 of Golar LNG Limited Annual Report on Form 20-F for 
the fiscal year ended December 31, 2016.

2.3*

Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934.

4.1**

Rules  of  the  Bermuda  Employee  Share  Option  Scheme,  incorporated  by  reference  to  Exhibit  4.6  of  Golar  LNG 
Limited’s Original Registration Statement.

4.2**

Bermuda Tax Assurance, dated May 23, 2011, incorporated by reference to Exhibit 4.4 of Golar LNG Limited’s 
Annual Report on Form 20-F for the fiscal year ended December 31, 2013.

4.3**

4.4**

4.5**

4.6**

4.7**

Memorandum  of  Agreement,  dated  September  9,  2015,  by  and  between  Golar  Hilli  Corporation  and  Fortune 
Lianjiang  Shipping  S.A.,  providing  for,  among  other  things,  the  sale  and  leaseback  of  the  Hilli,  incorporated  by 
reference to Exhibit 4.21 of Golar LNG Limited Annual Report on Form 20-F for the fiscal year ended December 
31, 2015.

Bareboat charter by and between Golar Hilli Corp. and Fortune Lianjiang Shipping S.A., dated September 9, 2015, 
incorporated by reference to Exhibit 4.2 to Golar LNG Limited’s Report of Foreign Issuer on Form 6-K filed on 
August 31, 2018.

Additional Clauses to the Bareboat Charter Party dated September 9, 2015 between Golar Hilli Corp. and Fortune 
Lianjiang  Shipping  S.A.,  incorporated  by  reference  to  Exhibit  4.3  to  Golar  LNG  Limited’s  Report  of  Foreign 
Issuer on Form 6-K filed on August 31, 2018.

Common  Terms  Agreements,  by  and  between  Golar  Hilli  Corp.  and  Fortune  Lianjiang  Shipping  S.A.,  dated 
September 9, 2015, incorporated by reference to Exhibit 4.4 to Golar LNG Limited’s Report of Foreign Issuer on 
Form 6-K filed on August 31, 2018.

Purchase  and  Sale  Agreement,  dated  August  15,  2017,  by  and  among  Golar  LNG  Limited,  KS  Investments  Pte. 
Ltd.,  Black  &  Veatch  International  Company  and  Golar  Partners  Operating  LLC,  incorporated  by  reference  to 
Exhibit 4.1 to Golar LNG Limited’s Report of Foreign Issuer on Form 6-K filed on September 29, 2017.

4.8**

2017  long-term  incentive  plan,  incorporated  by  reference  to  Exhibit  4.6  to  Golar  LNG  Limited's  Registration 
statement on form S-8, filed on November 20, 2017. 

4.9**/+

Liquefaction  Tolling  Agreement,  dated  November  29,  2017,  between  Société  Nationale  des  Hydrocarbures, 
Perenco Cameroon SA, Golar Hilli Corporation and Golar Cameroon SASU, incorporated by reference to Exhibit 
4.29 of Golar LNG Limited Annual Report on Form 20-F for the fiscal year ended December 31, 2017.

4.10*/++

First Amendment to Liquefaction Tolling Agreement, dated November 15, 2019, between Société Nationale des 
Hydrocarbures, Perenco Cameroon SA, Golar Hilli Corporation and Golar Cameroon SASU.

76

Number

Description of Exhibit

4.11*/++

Second  Amendment  to  Liquefaction  Tolling  Agreement,  dated  March  23,  2021,  between  Société  Nationale  des 
Hydrocarbures, Perenco Cameroon SA, Golar Hilli Corporation and Golar Cameroon SASU.

4.12*/++

Third  Amendment  to  Liquefaction  Tolling  Agreement,  dated  July  22,  2021,  between  Société  Nationale  des 
Hydrocarbures, Perenco Cameroon SA, Golar Hilli Corporation and Golar Cameroon SASU.

4.13**

Amendment Agreement, dated March 23 2018, relating to the Purchase and Sale Agreement by and between Golar 
LNG  Partners  LP,  Golar  LNG  Limited,  KS  Investments  Pte.  Ltd.  and  Black  &  Veatch  International  Company, 
incorporated by reference to  Exhibit 4.1 to Golar LNG Limited’s Report of Foreign Issuer on Form 6-K filed on 
July 30, 2018.

4.14**

Amended  and  Restated  Limited  Liability  Company  Agreement  of  Golar  Hilli  LLC,  dated  July  12,  2018, 
incorporated by reference to Exhibit 4.1 to Golar LNG Limited’s Report of Foreign Issuer on Form 6-K filed on 
August 31, 2018.

4.15**

Amended and Restated Limited Liability Company Agreement of Golar Hilli LLC dated as of April 15, 2021, by 
and  among  Golar  LNG  Limited,  Golar  Partners  Operating  LLC,  KSI  Investments  Pte.  Ltd.  and  Black  &  Veatch 
International  Corporation,  incorporated  by  reference  to  Exhibit  4.14  to  Golar  LNG  Limited  Annual  Report  on 
Form 20-F for the fiscal year ended December 31, 2020.

4.16**

Golar LNG Partners LP Guarantee Agreement, dated as of July 12, 2018, incorporated by reference to Exhibit 4.5 
to Golar LNG Limited’s Report of Foreign Issuer on Form 6-K filed on August 31, 2018.

4.17**/+

Lease  and  Operate  Agreement  by  and  between  Gimi  MS  Corporation  and  BP  Mauritania  Investments  Limited, 
dated February 26, 2019, incorporated by reference to Exhibit 4.26 to Golar LNG Limited Annual Report on Form 
20-F for the fiscal year ended December 31, 2018.

4.18**/++

$700 million facility agreement dated October 24, 2019, by and between Gimi MS Corporation, ABN Amro Bank 
N.V.,  Clifford  Capital  Pte.  Ltd.,  ING  Bank  N.V.  and  Natixis,  incorporated  by  reference  to  Exhibit  1.1  to  Golar 
LNG Limited's Report of Foreign Issues on Form 6-K filed on November 30, 2020.

4.19**/++

First  supplemental  agreement  to  $700  million  facility  dated  January  19,  2021,  by  and  among  Gimi  MS 
Corporation, Golar LNG Limited, Gimi Holding Company Limited and ING Bank N.V., incorporated by reference 
to Exhibit 4.18 to Golar LNG Limited Annual Report on Form 20-F for the fiscal year ended December 31, 2020.

4.20*/++

Second supplemental agreement to $700 million facility agreement dated March 2, 2021, by and between Gimi MS 
Corporation, ABN Amro Bank N.V., Clifford Capital Pte. Ltd., ING Bank N.V. and Natixis.

4.21**

Agreement  and  plan  of  Merger  dated  January  13,  2021,  relating  to  the  sale  of  Golar  LNG  Partners  LP,  by  and 
between  Golar  GP  LLC,  New  Fortress  Energy  Inc,  Lobos  Acquisition  LLC  and  NFE  International  Holdings 
Limited, incorporated by reference to Exhibit 4.1 to Golar LNG Limited's Report of Foreign Issues on Form 6-K 
filed on January 19, 2021.

4.22**

Transfer Agreement dated January 13, 2021, relating to the sale of Golar LNG Partners LP, by and between Golar 
LNG Limited, Golar GP LLC and NFE International Holdings Limited, incorporated by reference to Exhibit 4.2 to 
Golar LNG Limited's Report of Foreign Issues on Form 6-K filed on January 19, 2021.

4.23**

Support Agreement dated January 13, 2021, relating to the sale of Golar LNG Partners LP, by and between Golar 
LNG Limited, Golar GP LLC and NFE International Holdings Limited, incorporated by reference to Exhibit 4.3 to 
Golar LNG Limited's Report of Foreign Issues on Form 6-K filed on January 19, 2021.

77

Number

4.24**

Description of Exhibit

Agreement  and  plan  of  Merger  dated  January  13,  2021,  relating  to  the  sale  of  Hygo  Energy  Transition  LTD, 
between New Fortress Energy Inc, Golar LNG Limited, Stonepeak Infrastructure Fund II Cayman (G) LTD and 
Lobos Acquisition LLC, incorporated by reference to Exhibit 4.4 to Golar LNG Limited's Report of Foreign Issues 
on Form 6-K filed on January 19, 2021.

4.25**

Omnibus  Agreement  dated  as  of  April  15,  2021,  by  and  among  Golar  LNG  Limited,  certain  direct  and  indirect 
subsidiaries  of  Golar  LNG  Limited  and  New  Fortress  Energy,  Inc,  incorporated  by  reference  to  Exhibit  4.23  to 
Golar LNG Limited Annual Report on Form 20-F for the fiscal year ended December 31, 2020.

4.26**

Omnibus  Agreement  (Hygo)  dated  as  of  April  15,  2021  by  and  among  Golar  LNG  Limited,  certain  direct  and 
indirect subsidiaries of Golar LNG Limited party thereto and New Fortress Energy Inc, incorporated by reference 
to Exhibit 4.24 to Golar LNG Limited Annual Report on Form 20-F for the fiscal year ended December 31, 2020.

4.27**

Shareholders’ Agreement dated as of April 15, 2021 by and among New Fortress Energy Inc., Golar LNG Limited 
and  Stonepeak  Infrastructure  Fund  II  Cayman  (G)  Ltd,  incorporated  by  reference  to  Exhibit  4.25  to  Golar  LNG 
Limited Annual Report on Form 20-F for the fiscal year ended December 31, 2020.

4.28*

$300 million unsecured Norwegian Bond dated March 10, 2012, by and between Golar LNG Limited, DNB Bank 
ASA, Danske Bank A/S, Pareto Securities AS and Nordea Bank Abp.

4.29*/++

Share  purchase  agreement  dated  dated  January  26,  2022  by  and  between  Cool  Company  Ltd  and  Golar  LNG 
Limited.

4.30*/++

Amendment agreement to share purchase agreement dated February 25, 2022 by and between Cool Company Ltd 
and Golar LNG Limited.

8.1*

Golar LNG Limited subsidiaries.

11.1**

Golar LNG Limited Corporate Code of Business Ethics and Conduct, incorporated by reference to Exhibit 14.1 of 
Golar LNG Limited’s Annual Report on Form 20-F for the year ended December 31, 2003.

12.1*

Certification of the Principal Executive Officer under Section 302 of the Sarbanes-Oxley Act of 2002.

12.2*

Certification of the Principal Financial Officer under Section 302 of the Sarbanes-Oxley Act of 2002.

13.1*

Certification under Section 906 of the Sarbanes-Oxley act of 2002 of the Principal Executive Officer.

13.2*

Certification under Section 906 of the Sarbanes-Oxley act of 2002 of the Principal Financial Officer.

78

Number

Description of Exhibit

15.1*

Consent of Independent Registered Public Accounting Firm - Ernst & Young LLP.

_________________________ 
*                               Filed herewith.

**        Incorporated by reference.

+          Certain portions have been omitted pursuant to a confidential treatment request. Omitted information have been 
separately filed with the Securities and Exchange Commission. 

++       Certain portions have been omitted.

101. INS* XBRL Instance Document
101. SCH* XBRL Taxonomy Extension Schema
101. CAL* XBRL Taxonomy Extension Schema Calculation Linkbase
101. DEF* XBRL Taxonomy Extension Schema Definition Linkbase
101. LAB* XBRL Taxonomy Extension Schema Label Linkbase
101. PRE* XBRL Taxonomy Extension Schema Presentation Linkbase

79

The  registrant  hereby  certifies  that  it  meets  all  of  the  requirements  for  filing  on  Form  20-F  and  that  it  has  duly  caused  and 
authorized the undersigned to sign this annual report on its behalf.

SIGNATURES

Date

April 28, 2022

By

Golar LNG Limited
(Registrant)

/s/ Eduardo Maranhão

Eduardo Maranhão

Principal Financial Officer

80

 
 
 
 
 
 
 
 
GOLAR LNG LIMITED
INDEX TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS

REPORTS OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PCAOB ID 1438)

Page

F-2

CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 2021, 2020 
AND 2019

F-5

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME/(LOSS) FOR THE YEARS ENDED 
DECEMBER 31, 2021, 2020 AND 2019

CONSOLIDATED BALANCE SHEETS AS OF DECEMBER 31, 2021 AND 2020

F-6

F-7

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2021, 2020 
AND 2019

F-8

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 
2021, 2020 AND 2019

NOTES TO THE AUDITED CONSOLIDATED FINANCIAL STATEMENTS

F-10

F-11

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and the Board of Directors of Golar LNG Limited

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of Golar LNG Limited (the “Company”) as of December 31, 
2021  and  2020,  the  related  consolidated  statements  of  operations,  comprehensive  income/(loss),  cash  flows  and  changes  in 
equity for each of the three years in the period ended December 31, 2021 and the related notes (collectively referred to as the 
“consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, 
the financial position of the Company at December 31, 2021 and 2020, and the results of its operations and its cash flows for 
each  of  the  three  years  in  the  period  ended  December  31,  2021,  in  conformity  with  U.S.  generally  accepted  accounting 
principles. 

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) 
(PCAOB), the Company’s internal control over financial reporting as of December 31, 2021, based on criteria established in 
Internal  Control-Integrated  Framework  issued  by  the  Committee  of  Sponsoring  Organizations  of  the  Treadway  Commission 
(2013 framework) and our report dated April 28, 2022, expressed an unqualified opinion thereon.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on 
the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are 
required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable 
rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the 
audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to 
error  or  fraud.  Our  audits  included  performing  procedures  to  assess  the  risks  of  material  misstatement  of  the  financial 
statements,  whether  due  to  error  or  fraud,  and  performing  procedures  that  respond  to  those  risks.  Such  procedures  included 
examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included 
evaluating  the  accounting  principles  used  and  significant  estimates  made  by  management,  as  well  as  evaluating  the  overall 
presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that 
was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that 
are  material  to  the  financial  statements  and  (2)  involved  our  especially  challenging,  subjective,  or  complex  judgments.  The 
communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken 
as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit 
matter or on the accounts or disclosures to which it relates.

F-2

Vessel impairment
Description 
of the 
matter

The Company’s vessels balance was $2,878 million as of December 31, 2021. As explained in Note 2 to the 
consolidated financial statements, management performs an annual impairment assessment at the year-end and 
whenever events or changes in circumstances indicate that the carrying value of a vessel might exceed its fair 
value.  If  indicators  of  impairment  are  identified,  management  analyzes  the  future  cash  flows  expected  to  be 
generated  throughout  the  remaining  useful  life  of  vessels  where  indicators  of  impairment  exist.  These 
undiscounted cash flows are estimated using certain assumptions, such as forecasts in respect of charter rates 
combined with vessel utilization rates. In relation to forecasted charter rates, the Company applies the currently 
contracted  charter  rate  for  the  periods  in  the  forecasted  cash  flow  where  the  vessel  is  on  charter.  For  vessels 
with no contracted charters or when a vessel’s forecasted cash flow period falls beyond the contracted charter, 
the  forecasted  charter  rates  are  estimated  based  on  industry  analysis  and  broker  reports  (‘charter  rates  post-
contract expiry’).  

Auditing  the  Company’s  impairment  assessment  was  complex  due  to  the  significant  estimation  uncertainty, 
subjectivity,  and  judgment  in  forecasting  the  undiscounted  cash  flows  of  the  vessels.  The  significant 
assumptions that drive the forecasted cash flows used in management’s analysis are the estimation of charter 
rates post-contract expiry combined with vessel utilization. These significant assumptions are forward looking 
and subject to future economic and market conditions.

How we 
addressed 
the matter 
in our audit

We obtained an understanding of the Company’s impairment process and evaluated the design and tested the 
operating effectiveness of the controls over the Company’s determination of the key inputs to the impairment 
assessment,  as  described  above.  This  included  evaluating  management’s  review  of  the  identified  impairment 
indicators and determination of the assumptions used in the undiscounted cash flows to be generated throughout 
the remaining useful life of the vessels.

We analyzed management’s impairment assessment by comparing the methodology used to assess impairment 
of each vessel against the accounting guidance in ASC 360 – Property, Plant and Equipment (“ASC 360”). We 
tested the reasonableness of the estimated charter revenues by comparing the related inputs (primarily charter 
rates  post-contract  expiry  combined  with  vessel  utilization)  to  forecasted  market  rates  and  historical 
information.  We  evaluated  whether  the  gradual  step  up  and  step  down  of  charter  rates  estimated  by 
management is comparable to the liquefied natural gas (‘LNG’) curves published in the market and whether the 
calculations reflect the expected utilization of the vessels. We also inspected market reports and analyzed how 
the  economic  factors  such  as  future  demand  and  supply  for  LNG  carriers  and  floating  storage  regasification 
units  (‘FSRUs’)  have  been  incorporated  in  management’s  estimates  of  future  charter  revenues.  Further,  we 
calculated the average charter post-contract expiry rate used across the remaining useful life of the vessels and 
compared  it  to  the  historical  average  across  a  similar  period.  We  identified  vessels  which  are  not  employed 
under active charters or are nearing the end of their charter and considered them to be highly sensitive to the 
charter rate. In relation to these vessels, we independently calculated the charter rate at which the undiscounted 
cash flows equalled the carrying value of the vessel (‘break-even charter rate’) and compared the rates against 
forecasted market rates. Further, we calculated the minimum utilization percentages required for these vessels 
by analyzing the break-even charter rates relative to the forecasted market rates, and assessed these percentages 
by comparing against historical utilization averages together with the LNG market outlook for a similar type of 
vessel. We also compared the assumptions and estimates made by management in their impairment assessment 
for the prior year against the actual results in 2021 to assess the precision of management’s forecasting process. 
In addition, we assessed the adequacy of the related disclosures in the financial statements.

/s/ Ernst & Young LLP
We have served as the Company’s auditor since 2014.
London, United Kingdom
April 28, 2022

F-3

 
 
 
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and Board of Directors of Golar LNG Limited

Opinion on Internal Control over Financial Reporting

We  have  audited  Golar  LNG  Limited’s  internal  control  over  financial  reporting  as  of  December  31,  2021,  based  on  criteria 
established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway 
Commission (2013 framework) (the COSO criteria). In our opinion, Golar LNG Limited (the “Company”) maintained, in all 
material respects, effective internal control over financial reporting as of December 31, 2021, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) 
(PCAOB),  the  2021  consolidated  financial  statements  of  the  Company  and  our  report  dated  April  28,  2022  expressed  an 
unqualified opinion thereon.

Basis for Opinion

The  Company’s  management  is  responsible  for  maintaining  effective  internal  control  over  financial  reporting  and  for  its 
assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Annual 
Report  on  Internal  Control  over  Financial  Reporting.  Our  responsibility  is  to  express  an  opinion  on  the  Company’s  internal 
control  over  financial  reporting  based  on  our  audit.  We  are  a  public  accounting  firm  registered  with  the  PCAOB  and  are 
required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable 
rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the 
audit  to  obtain  reasonable  assurance  about  whether  effective  internal  control  over  financial  reporting  was  maintained  in  all 
material respects.

Our  audit  included  obtaining  an  understanding  of  internal  control  over  financial  reporting,  assessing  the  risk  that  a  material 
weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and 
performing  such  other  procedures  as  we  considered  necessary  in  the  circumstances.  We  believe  that  our  audit  provides  a 
reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A  company’s  internal  control  over  financial  reporting  is  a  process  designed  to  provide  reasonable  assurance  regarding  the 
reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally 
accepted  accounting  principles.  A  company’s  internal  control  over  financial  reporting  includes  those  policies  and  procedures 
that  (1)  pertain  to  the  maintenance  of  records  that,  in  reasonable  detail,  accurately  and  fairly  reflect  the  transactions  and 
dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit 
preparation  of  financial  statements  in  accordance  with  generally  accepted  accounting  principles,  and  that  receipts  and 
expenditures  of  the  company  are  being  made  only  in  accordance  with  authorizations  of  management  and  directors  of  the 
company;  and  (3)  provide  reasonable  assurance  regarding  prevention  or  timely  detection  of  unauthorized  acquisition,  use,  or 
disposition of the company’s assets that could have a material effect on the financial statements.

Because  of  its  inherent  limitations,  internal  control  over  financial  reporting  may  not  prevent  or  detect  misstatements.  Also, 
projections  of  any  evaluation  of  effectiveness  to  future  periods  are  subject  to  the  risk  that  controls  may  become  inadequate 
because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ Ernst & Young LLP
London, United Kingdom

April 28, 2022

F-4

 
 
 
GOLAR LNG LIMITED
CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 2021, 2020 AND 
2019 

 (in thousands of $, except per share amounts)

Time and voyage charter revenues

Time charter revenues - collaborative arrangement

Liquefaction services revenue

Vessel and other management fees

Total operating revenues

Vessel operating expenses

Voyage, charterhire and commission expenses, net

Voyage, charterhire and commission expenses - collaborative 
arrangement

Administrative expenses

Project development expenses

Depreciation and amortization

Impairment of long-term assets

Total operating expenses

Other operating income

Realized and unrealized gain/(loss) on oil and gas derivative 
instruments

Other operating income

Operating income

Other non-operating (losses)/income

Financial income/(expense)

Interest income

Interest expense

Gains/(losses) on derivative instruments

Other financial items, net

Net financial expense

(Loss)/income before taxes and net income/(losses) from equity 
method investments

Income taxes

Income/(losses) from equity method investments

Net (loss)/income from continuing operations

Notes

13

13

7

7, 14, 28

28

28

19

6

8

28, 29

9

28

10

10

11

2, 17

2021

202,968 

— 

221,020 

27,777 

451,765 

(120,325) 

(10,774) 

— 

(35,021) 

(2,787) 

2020

191,881 

— 

226,061 

20,695 

438,637 

(108,926) 

(12,634) 

— 

(35,311) 

(8,891) 

(105,952) 

(107,923) 

— 

— 

(274,859) 

(273,685) 

2019

185,407 

23,359 

218,096 

21,888 

448,750 

(121,290) 

(19,908) 

(18,933) 

(52,171) 

(4,990) 

(113,033) 

(42,098) 

(372,423) 

204,663 

5,020 

386,589 

(42,561) 

3,262 

125,653 

(26,001) 

10,333 

60,659 

(361,928) 

5,682 

— 

139 

(55,163) 

24,348 

(759) 

(31,435) 

(6,774) 

(1,740) 

1,080 

(7,434) 

1,572 

(69,354) 

(52,423) 

(1,552) 

10,479 

(103,124) 

(38,044) 

(5,522) 

(121,757) 

(136,211) 

9,578 

(981) 

(538) 

8,059 

(75,552) 

(1,024) 

(2,515) 

(79,091) 

Net income/(loss) from discontinued operations

14

568,049 

(175,989) 

(43,284) 

Net income/(loss)

Net income attributable to non-controlling interests

Net income/(loss) attributable to stockholders of Golar LNG 
Limited

Earnings/(loss) per share attributable to Golar LNG Ltd stockholders
Per common share amounts:

Basic and dilutive loss per share from continuing operations 

Basic and dilutive earnings/(loss) per share from discontinued 
operations 

Cash dividends paid per share

560,615 

(146,764) 

(167,930) 

(105,627) 

(122,375) 

(89,581) 

413,851 

(273,557) 

(211,956) 

12

12

$ 

$ 

$ 

(1.43)  $ 

(1.01)  $ 

(1.68) 

5.25  $ 

—  $ 

(1.81)  $ 

—  $ 

(0.43) 

0.45 

The accompanying notes are an integral part of these consolidated financial statements.

F-5

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
GOLAR LNG LIMITED
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME/(LOSS) FOR THE YEARS ENDED 
DECEMBER 31, 2021, 2020 AND 2019 
(in thousands of $)

Notes

2021

2020

2019

COMPREHENSIVE INCOME/(LOSS)

Net income/(loss)

Other comprehensive income/(loss):

Gain/(loss) associated with pensions 

Share of equity method investment's comprehensive losses from 
discontinued operations (1)

Realized accumulated comprehensive losses on disposal of equity 
method investment

25

14

Comprehensive income/(loss)

Comprehensive income/(loss) attributable to:

Stockholders of Golar LNG Limited

Non-controlling interests

Comprehensive income/(loss)

560,615 

(167,930) 

(122,375) 

5,006 

(3,527) 

(3,058) 

(3,147) 

(17,680) 

(3,296) 

43,380 

45,239 

605,854 

459,090 

146,764 

605,854 

— 

(21,207) 

(189,137) 

— 

(6,354) 

(128,729) 

(294,764) 

105,627 

(189,137) 

(218,310) 

89,581 

(128,729) 

(1) No tax impact for the years ended December 31, 2021, 2020 and 2019.

The accompanying notes are an integral part of these consolidated financial statements.

F-6

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
GOLAR LNG LIMITED
CONSOLIDATED BALANCE SHEETS AS OF DECEMBER 31, 2021 AND 2020 
(in thousands of $, except share amounts)

Notes

2021

2020

ASSETS

Current assets

Cash and cash equivalents

Restricted cash and short-term deposits

Trade accounts receivable

Amounts due from related parties

Inventories

Assets held for sale

Other current assets

Total current assets

Non-current assets

Restricted cash

Equity method investments

Asset under development

Vessels and equipment, net

Other non-current assets

Total assets

LIABILITIES AND EQUITY

Current liabilities

Current portion of long-term debt and short-term debt

Trade accounts payable

Accrued expenses

Other current liabilities

Amounts due to related parties

Total current liabilities

Non-current liabilities

Long-term debt

Other non-current liabilities

Total liabilities

Commitments and contingencies

EQUITY

Share capital 108,222,604 common shares of $1.00 each issued and outstanding 
(2019: 109,943,594) 

Additional paid-in capital

Contributed surplus

Accumulated other comprehensive loss

Retained losses

Total stockholders' equity

Non-controlling interests

Total equity

Total liabilities and equity

15

28

2

16

15

2, 17

18

19

20

21

22

23

28

21

24

29

26

268,627 

77,337 

29,749 

3,484 

536 

— 

545,864 

925,597 

72,828 

52,215 

877,838 

2,877,674 

142,143 

4,948,295 

127,691 

100,361 

29,648 

2,112 

1,533 

267,766 

8,682 

537,793 

62,820 

44,385 

658,247 

2,983,073 

27,911 

4,314,229 

(1,051,582) 

(982,845) 

(12,405) 

(92,855) 

(150,380) 

— 

(10,579) 

(89,357) 

(85,419) 

(12,006) 

(1,307,222) 

(1,180,206) 

(1,358,219) 

(1,367,937) 

(104,937) 

(135,439) 

(2,770,378) 

(2,683,582) 

(108,223) 

(109,944) 

(1,972,859) 

(1,969,602) 

(200,000) 

(200,000) 

10,834 

539,598 

56,073 

930,950 

(1,730,650) 

(1,292,523) 

5

(447,267) 

(338,124) 

(2,177,917) 

(1,630,647) 

(4,948,295) 

(4,314,229) 

The accompanying notes are an integral part of these consolidated financial statements.

F-7

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
GOLAR LNG LIMITED
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2021, 2020 AND 
2019
(in thousands of $)

Notes

2021

2020

2019

Operating activities

Net income/(loss)

Adjustments to reconcile net income/(loss) to net cash provided by 
operating activities:

Depreciation and amortization

Gain on disposal of long lived asset

Deconsolidation of lessor VIE

Impairment of non-current assets 

Impairment of long-lived assets

Amortization of deferred charges and debt guarantees, net

Net (income)/losses from equity method investments

Net (income)/loss from discontinued operations

Dividend received from discontinued operations

Drydocking expenditure

Compensation cost related to employee stock awards

Net foreign exchange losses 

Change in fair value of investment in listed equity securities

Change in fair value of derivative instruments

Change in fair value of oil and gas derivative instruments

Change in assets and liabilities:

Trade accounts receivable

Inventories

Other current and non-current assets

Amounts due to/from related companies

Trade accounts payable

Accrued expenses
Other current and non-current liabilities (1)

Net cash provided by continuing operating activities

Investing activities

Additions to vessels and equipment

Additions to asset under development

Additions to equity method investments

Dividends received from listed equity securities

Proceeds from subscription of equity interest in Gimi MS Corporation

Proceeds from disposal of long-lived assets

Short-term loan advanced to related parties

Net cash used in continuing investing activities

Additions to equity method investments

Dividends received

Net proceeds from disposals of equity method investments

Short-term loan advanced to related parties

Proceeds from repayment of short-term loan advanced to related parties

Proceeds from disposals to Golar Partners, net of cash disposed

19

18

5

6

6

2, 17

2, 14

2

27

10

8

2

5

18

28

560,615 

(167,930) 

(122,375) 

105,952 

107,923 

113,033 

— 

— 

— 

— 

3,049 

(1,080) 

(5,682) 

(4,809) 

— 

— 

3,890 

538 

(568,049) 

175,989 

— 

— 

7,347 

34,751 

6,527 

2,515 

43,284 

7,609 

— 

(1,591) 

3,520 

466 

295,776 

(27,016) 

(179,891) 

(1,247) 

998 

979 

(9,419) 

857 

6,192 

63,770 

253,881 

(925) 

(213,481) 

(8,625) 

5,029 

25,403 

— 

(1,750) 

(194,349) 

— 

460 

119,535 

— 

— 

— 

— 

(10,622) 

(24,881) 

5,421 

3,221 

— 

46,208 

45,100 

(4,178) 

(305) 

(15,822) 

11,632 

3,832 

3,769 

(52,392) 

145,783 

(3,880) 

(298,304) 

(10,230) 

— 

11,081 

190,131 

— 

8,882 

1,241 

— 

44,395 

39,090 

39,448 

5,778 

(5,868) 

2,354 

(678) 

(39,683) 

(56,224) 

106,545 

(24,389) 

(376,276) 

(1,264) 

— 

115,246 

3,160 

— 

(111,202) 

(283,523) 

(2,410) 

10,584 

— 

(45,000) 

45,000 

— 

8,174 

(19,730) 

29,207 

— 

— 

— 

9,652 

19,129 

Net cash provided by discontinued investing activities

2

119,995 

F-8

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Financing activities

Proceeds from short-term and long-term debt

Repayments of short-term and long-term debt

Net proceeds from the issuance of equity

Cash dividends paid

Financing costs paid

Purchase of treasury shares

Net cash used in financing activities

Net increase/(decrease) in cash, cash equivalents and restricted cash

Cash, cash equivalents and restricted cash at beginning of period

Cash, cash equivalents and restricted cash at end of period

Supplemental disclosure of cash flow information:

Cash paid during the year for:

Interest paid, net of capitalized interest

Income taxes paid

Notes

2021

2020

2019

26

580,268 

(557,255) 

— 

(33,136) 

(17,000) 

(24,484) 

(51,607) 

127,920 

290,872 

418,792 

729,707 

(934,534) 

99,831 

(26,072) 

(14,577) 

(16,650) 

524,278 

(552,195) 

— 

(65,004) 

(24,464) 

(18,615) 

(162,295) 

(136,000) 

(119,540) 

(293,849) 

410,412 

290,872 

704,261 

410,412 

35,887 

694 

56,267 

1,181 

148,072 

663 

(1) Includes accretion of discount on convertible bonds of $15.9 million, $15.6 million and $14.5 million for the years ended December 31, 2021, 2020 and 
2019, respectively.

Supplemental note to the consolidated statements of cash flows

The following table identifies the balance sheet line-items included in cash, cash equivalents and restricted cash presented in the 
consolidated statements of cash flows:

(in thousands of $)

Cash and cash equivalents

Notes

2021

2020

2019

268,627   

127,691   

222,123   

Restricted cash and short-term deposits 
(current portion)

Restricted cash (non-current portion)

15

15

77,337   

72,828   

418,792   

100,361   

62,820   

290,872   

111,545   

76,744   

410,412   

2018

217,835 

332,033 

154,393 

704,261 

F-9

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
GOLAR LNG LIMITED
CONSOLIDATED  STATEMENTS  OF  CHANGES  IN  EQUITY  FOR  THE  YEARS  ENDED  DECEMBER  31,  2021, 
2020 AND 2019 
 (in thousands of $)

Notes

Share 
Capital

Treasury 
Shares

Additional 
Paid-in 
Capital

Contributed 
Surplus 

Accumulated 
Other 
Comprehensive 
Loss (1)

Retained 
(Losses)/
Earnings

Non-
controlling 
Interests

Total
Equity

Balance at December 31, 2018

 101,303 

  (20,483) 

  1,857,196 

200,000 

(28,512) 

(364,379) 

80,666 

 1,825,791 

Net (loss)/income

Dividends

Employee stock compensation

Forfeiture of employee stock 
compensation

Sale of equity interest and 
proceeds from subscription of 
equity interest in Gimi MS 
Corporation

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

9,371 

(489) 

5

— 

— 

9,989 

Treasury shares

27, 28

— 

  (18,615) 

Other comprehensive loss

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

(6,354) 

(211,956) 

89,581 

  (122,375) 

(28,810) 

(22,939) 

(51,749) 

— 

— 

— 

— 

9,371 

(489) 

— 

  105,257 

  115,246 

— 

— 

— 

— 

(18,615) 

(6,354) 

Balance at December 31, 2019

 101,303 

  (39,098) 

  1,876,067 

200,000 

(34,866) 

(605,145) 

  252,565 

 1,750,826 

Net (loss)/income

Dividends

Employee stock compensation

Forfeiture of employee stock 
compensation

Restricted stock units

Proceeds from subscription of 
equity interest in Gimi MS 
Corporation

Repurchase and cancellation of 
treasury shares

Net proceeds from issuance of 
shares

Deconsolidation of lessor VIE

Other comprehensive loss

— 

— 

— 

— 

73 

— 

— 

— 

— 

— 

— 

— 

5

27, 28

  (3,500) 

  39,098 

27

5

  12,068 

— 

— 

Balance at December 31, 2020

 109,944 

Net income/(loss)

Dividends

Employee stock compensation

Forfeiture of employee stock 
compensation

Restricted stock units

Proceeds from subscription of 
equity interest in Gimi MS 
Corporation 

Repurchase and cancellation of 
treasury shares

— 

— 

— 

— 

264 

5

— 

27, 28

  (1,985) 

Realized accumulated 
comprehensive losses on disposal 
of equity method investment 

Deconsolidation of lessor VIE

Other comprehensive loss

15

5

— 

— 

— 

Balance at December 31, 2021

 108,223 

— 

— 

5,671 

(250) 

(73) 

— 

— 

88,187 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

(21,207) 

(273,557) 

  105,627 

  (167,930) 

— 

— 

— 

— 

(26,340) 

(26,340) 

— 

— 

— 

5,671 

(250) 

— 

— 

11,081 

11,081 

(52,248) 

— 

(16,650) 

— 

— 

— 

— 

  100,255 

(4,809) 

(4,809) 

— 

(21,207) 

  1,969,602 

200,000 

(56,073) 

(930,950) 

  338,124 

 1,630,647 

— 

— 

4,330 

(809) 

(264) 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

413,851 

  146,764 

  560,615 

— 

— 

— 

— 

(37,136) 

(37,136) 

— 

— 

— 

4,330 

(809) 

— 

— 

25,403 

25,403 

(22,499) 

— 

(24,484) 

43,380 

1,859 

— 

— 

— 

— 

43,380 

(25,888) 

(25,888) 

— 

1,859 

  1,972,859 

200,000 

(10,834) 

(539,598) 

  447,267 

 2,177,917 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

(1) As at December 31, 2021, 2020 and 2019, our accumulated other comprehensive loss consisted of $5.0 million gain, $3.5 million loss and $3.1 million loss 
in relation to our pension and post retirement benefit plan and $3.1 million, $17.7 million and $3.3 million share of equity method investment's comprehensive 
loss from discontinued operations, respectively.

The accompanying notes are an integral part of these consolidated financial statements.

F-10

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
GOLAR LNG LIMITED
NOTES TO THE AUDITED CONSOLIDATED FINANCIAL STATEMENTS 

1.

GENERAL

Golar LNG Limited (the “Company” or “Golar”) was incorporated in Hamilton, Bermuda on May 10, 2001 for the purpose of 
acquiring  the  liquefied  natural  gas  (“LNG”)  shipping  interests  of  Osprey  Maritime  Limited,  which  was  owned  by  World 
Shipholding Limited. 

As of December 31, 2021, our fleet was comprised of nine LNG carriers, one Floating Storage Regasification Unit (“FSRU”) 
and  three  Floating  Liquefaction  Natural  Gas  vessels  (“FLNGs”)  (including  one  vessel  under  conversion  to  a  FLNG  and  one 
vessel earmarked for conversion to a FLNG). We also operate vessels on behalf of third parties under management agreements.

We are listed on the Nasdaq under the ticker: “GLNG”.

As  used  herein  and  unless  otherwise  required  by  the  context,  the  terms  “Golar”,  the  “Company”,  “we”,  “our”  and  words  of 
similar import refer to Golar or any one or more of its consolidated subsidiaries, or to all such entities.

2.

BASIS OF PREPARATION AND SIGNIFICANT ACCOUNTING POLICIES

Basis of preparation

These consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United 
States of America (“U.S. GAAP”).    

The accounting policies set out below have been applied consistently to all periods in these consolidated financial statements.

Principles of consolidation

A variable interest entity (“VIE”) is defined by the accounting standard as a legal entity where either (a) equity interest holders 
as  a  group  lack  the  characteristics  of  a  controlling  financial  interest,  including  decision  making  ability  and  an  interest  in  the 
entity's residual risks and rewards, or (b) the equity holders have not provided sufficient equity investment to permit the entity 
to  finance  its  activities  without  additional  subordinated  financial  support,  or  (c)  the  voting  rights  of  some  investors  are  not 
proportional to their obligations to absorb the expected losses of the entity, their rights to receive the expected residual returns 
of the entity, or both and substantially all of the entity's activities either involve or are conducted on behalf of an investor that 
has disproportionately few voting rights. A party that is a variable interest holder is required to consolidate a VIE if the holder 
has  both  (a)  the  power  to  direct  the  activities  that  most  significantly  impact  the  entity's  economic  performance  and  (b)  the 
obligation  to  absorb  losses  that  could  potentially  be  significant  to  the  VIE  or  the  right  to  receive  benefits  from  the  VIE  that 
could potentially be significant to the VIE.

The accompanying consolidated financial statements include the financial statements of the entities listed in notes 4 and 5.

Investments  in  entities  in  which  we  directly  or  indirectly  hold  more  than  50%  of  the  voting  control  are  consolidated  in  the 
financial statements, as well as certain VIEs in which the Company is deemed to be subject to a majority of the risk of loss from 
the  VIE's  activities  or  entitled  to  receive  a  majority  of  the  entity's  residual  returns,  or  both.  All  inter-company  balances  and 
transactions are eliminated. The non-controlling interests of the above-mentioned subsidiaries were included in the consolidated 
balance sheets and statements of operations as “Non-controlling interests”.

Changes in our ownership interest while we retain a controlling financial interest in a subsidiary are accounted for as equity 
transactions. The carrying amount of the non-controlling interest is adjusted to reflect our changed ownership interest, with any 
difference between the fair value of consideration and the amount of the adjusted non-controlling interest being recognized in 
equity.

We recognize a gain or loss when a subsidiary issue its stock to third parties at a price per share in excess or below its carrying 
value resulting in a reduction in our ownership interest in the subsidiary. The gain or loss is recorded in the line “Additional 
paid-in capital” within the statement of changes in equity.

F-11

When a consolidated subsidiary issues preferred stock, such preferred stock is classified as equity. Preferred stock issued by a 
consolidated  subsidiary  to  non-controlling  interests  is  recorded  as  non-controlling  interests  for  the  proceeds  received  upon 
issuance.

Foreign currencies

Our  functional  currency  is  the  U.S.  dollar  as  most  of  our  revenues  are  received  in  U.S.  dollars  and  a  majority  of  our 
expenditures are incurred in U.S. dollars. Our reporting currency is U.S. dollars. Transactions in foreign currencies during the 
year are translated into U.S. dollars at the exchange rates in effect at the date of the transaction. Monetary assets and liabilities 
are translated using exchange rates at the balance sheet date. Non-monetary assets and liabilities are translated using historical 
exchange rates. Foreign currency transaction and translation gains or losses are included in the consolidated balance sheets and 
consolidated statements of operations.

Use of estimates

The  preparation  of  financial  statements  in  accordance  with  US  GAAP  requires  that  management  make  estimates  and 
assumptions affecting the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date 
of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could 
differ from those estimates. 

In assessing the recoverability of our vessels’ carrying amounts, we make assumptions regarding estimated future cash flows, 
estimates in respect of residual or scrap value, charter rates, ship operating expenses and drydocking requirements.

In relation to the oil derivative instruments (note 27), the fair value was determined using the estimated discounted cash flows 
of the additional payments due to us as a result of oil prices moving above a contractual oil price floor over the term of the 
Hilli's  Liquefaction  Tolling  Agreement  (“LTA”).  The  fair  value  of  the  gas  derivative  was  determined  using  the  estimated 
discounted  cash  flows  of  the  additional  payments  due  to  us  as  a  result  of  forecast  natural  gas  prices  and  forecast  Euro/USD 
exchange rates. Significant inputs used in the valuation of the oil and gas derivative instruments include management’s estimate 
of  an  appropriate  discount  rate  and  the  length  of  time  necessary  to  blend  the  long-term  and  short-term  oil  and  gas  prices 
obtained  from  quoted  prices  in  active  markets.  The  changes  in  fair  value  of  our  oil  and  gas  derivative  instruments  are 
recognized  in  each  period  within  “Realized  and  unrealized  gain/(loss)  on  oil  and  gas  derivative  instruments”  as  part  of  the 
consolidated statement of operations (note 8). 

Changes in presentation of Net income/(losses) from equity method investments and Equity method investments

On  April  15,  2021,  we  sold  our  equity  method  investments  in  Golar  Partners  and  Hygo  (note  14).  Previously,  our  share  of 
earnings/(losses) in Golar Partners and Hygo and the associated carrying values of our investments in Golar Partners and Hygo 
were  presented  within  “Net  losses  from  equity  method  investments”  and  “Equity  method  investments”.  Following  the 
completion  of  the  disposal,  we  retrospectively  presented  our  share  of  earnings/(losses)  in  Golar  Partners  and  Hygo  and  the 
associated carrying values of our investments as “Net income/(loss) from discontinued operations” and “Assets held for sale”, 
respectively. In addition, we have retrospectively presented the cash flow activities arising from our held for sale investments as 
“Net  cash  (used  in)/provided  by  discontinued  investing  activities”.  The  retrospective  changes  in  presentation  for  the  prior 
periods are shown below:

Consolidated Statements of Operations

(in thousands of $)
Net losses from equity method 
investments

2020

Adjustments 
Increase/
(Decrease)

As previously 
reported

Restated

As previously 
reported

2019

Adjustments 
Increase/
(Decrease)

Restated

(176,527)  

175,989   

(538)   

(45,799)  

43,284   

(2,515) 

Net loss from discontinued operations  

—   

(175,989)  

(175,989)   

—   

(43,284)  

(43,284) 

Consolidated Balance Sheet

(in thousands of $)

Equity method investments
Assets held for sale

2020

Adjustments 
Increase/
(Decrease)

As previously 
reported

Restated

312,151   
—   

(267,766)  
267,766   

44,385 
267,766 

F-12

 
 
 
Consolidated Statements of Cash Flows

(in thousands of $)

Net cash provided by operating 
activities

Net losses from equity method 
investments

Net loss from discontinued operations  

Dividend received 

Dividend received from discontinued 
operations

Net cash provided by operating 
activities

Net cash (used in)/provided by 
investing activities

Additions to equity method 
investments

Dividends received

Short-term loan advanced to related 
parties

Proceeds from repayment of short-
term loan advanced to related parties

Proceeds from disposals to Golar 
Partners, net of cash disposed

Net cash (used in)/provided by 
investing activities

Net cash (used in)/provided by 
discontinued investing activities

Additions to equity method 
investments

Dividends received

Short-term loan advanced to related 
parties

Proceeds from repayment of short-
term loan advanced to related parties

Proceeds from disposals to Golar 
Partners, net of cash disposed

Net cash (used in)/provided by 
discontinued investing activities

Fair value measurements

2020

Adjustments 
Increase/
(Decrease)

As previously 
reported

Restated

As previously 
reported

2019

Adjustments 
Increase/
(Decrease)

Restated

(176,527)  

175,989   

(538)   

(45,799)  

43,284   

(2,515) 

—   

—   

—   

(175,989)  

(175,989)   

—   

(43,284)  

(43,284) 

—   

—   

— 

— 

7,609   

(7,609)  

— 

—   

7,609   

7,609 

(176,527)  

—   

(176,527)   

(38,190)  

—   

(38,190) 

(12,640)  

2,410   

(10,230)   

(20,994)  

19,730   

(1,264) 

10,584   

(10,584)  

(45,000)  

45,000   

45,000   

(45,000)  

—   

—   

— 

— 

— 

— 

29,207   

(29,207)  

—   

—   

—   

—   

9,652   

(9,652)  

— 

— 

— 

— 

(2,056)  

(8,174)  

(10,230)   

17,865   

(19,129)  

(1,264) 

—   

—   

(2,410)  

10,584   

(2,410)   

10,584 

—   

(45,000)  

(45,000)   

—   

45,000   

45,000 

—   

—   

—   

—   

(19,730)  

(19,730) 

29,207   

29,207 

—   

—   

— 

— 

—   

—   

— 

—   

9,652   

9,652 

—   

8,174   

8,174 

—   

19,129   

19,129 

We account for fair value measurement in accordance with the accounting standards guidance using fair value to measure assets 
and liabilities. The guidance provides a single definition of fair value, together with a framework for measuring it, and requires 
additional disclosure about the use of fair value to measure assets and liabilities.

F-13

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Revenue and related expense recognition

Contracts relating to our LNG carriers, FSRUs and FLNG assets can take the form of operating leases, finance leases, tolling 
agreements and management agreements. In addition, we have historically contracted a portion of our vessels in the spot market 
through our “Cool Pool” arrangement. Although the substance of these contracts is similar (they allow our customers to hire our 
assets and to avail themselves of Golar's management services for a specified day rate), the accounting treatment varies.

To determine whether a contract conveys a lease agreement for a period of time, the Company has assessed whether, throughout 
the period of use, the customer has both of the following:

•
•

the right to obtain substantially all of the economic benefits from the use of the identified asset; and 
the right to direct the use of that identified asset.

If a contract relating to an asset fails to give the customer both of the above rights, we account for the agreement as a revenue 
contract. A contract relating to an asset will generally be accounted for as a revenue contract if the customer does not contract 
for  substantially  all  of  the  capacity  of  the  asset  (i.e.  another  third  party  could  contract  for  a  meaningful  amount  of  the  asset 
capacity).

In situations where we provide management services unrelated to an asset contract, we account for the contract as a revenue 
contract.

Lease accounting 

When  a  contract  is  designated  as  a  lease,  we  make  an  assessment  on  whether  the  contract  is  an  operating  lease  or  a  finance 
lease. An agreement will be a finance lease if any of the following conditions are met: 

•
•
•

•
•

ownership of the asset is transferred at the end of the lease term; 
the contract contains an option to purchase the asset which is reasonably certain to be exercised; 
the lease term is for a major part of the remaining useful life of the contract, although contracts entered into the last 
25% of the asset's useful life are not subject to this criterion; 
the discounted value of the fixed payments under the lease represents substantially all of the fair value of the asset; or
the asset is heavily customized such that it could not be used for another charter at the end of the term. 

Lessor accounting 

In making the classification assessment, we estimate the residual value of the underlying asset at the end of the lease term with 
reference  to  broker  valuations.  None  of  our  lease  contracts  contain  residual  value  guarantees  and  any  purchase  options  are 
disclosed in note 13. Agreements which include renewal and termination options are included in the lease term if we believe 
they are “reasonably certain” to be exercised by the lessee or if controlled by the lessor. The determination of whether lessee 
extension clauses are reasonably certain depends on whether the option contains an economic incentive. 

Generally, lease accounting commences when the asset is made available to the customer, however, where the contract contains 
specific customer acceptance testing conditions, lease accounting will not commence until the asset has successfully passed the 
acceptance test. We assess a lease under the modification guidance when there is a change to the terms and conditions of the 
contract that results in a change in the scope or the consideration of the lease. 

Costs directly associated with the execution of the lease or costs incurred after lease inception (the execution of the contract) 
but  prior  to  the  commencement  of  the  lease  that  directly  relates  to  preparing  the  asset  for  the  contract  (for  example  bunker 
costs),  are  capitalized  and  amortized  to  the  consolidated  statement  of  income  over  the  lease  term.  We  also  defer  upfront  net 
revenue payments (for example positioning fees) to the consolidated balance sheet and amortize to the consolidated statement 
of income over the lease term.  

Fixed revenue from operating leases is accounted for on a straight-line basis over the life of the lease; while variable revenue is 
accounted for as incurred in the relevant period. Fixed revenue includes fixed payments and variable payments based on a rate 
or index. For our operating leases, we have elected the practical expedient to combine our service revenue and operating lease 
income as both the timing and the pattern of transfer of the components are the same. 

F-14

Time charter agreements

Revenues include minimum lease payments under time charters, fees for positioning and repositioning vessels, and gross pool 
revenues. Revenues generated from time charters, which we generally classify as operating leases, are recorded over the term of 
the charter as service is provided. However, we do not recognize revenue if a charter has not been contractually committed to 
by a customer and ourselves, even if the vessel has discharged its cargo and is sailing to the anticipated load port on its next 
voyage. Initial direct costs (those directly related to the negotiation and consummation of the lease) are deferred and allocated 
to earnings over the lease term. Rental income and expense are amortized over the lease term on a straight-line basis.

Repositioning fees (included in time and voyage charter revenues) received in respect of time charters are recognized at the end 
of the charter when the fee becomes fixed and determinable. However, where there is a fixed amount specified in the charter, 
which is not dependent upon redelivery location, the fee will be recognized evenly over the term of the charter.

Under time charters, voyage expenses are generally paid by our customers. Voyage related expenses, principally fuel, may also 
be incurred when positioning or repositioning the vessel before or after the period of time charter and during periods when the 
vessel is not under charter or is off-hire, for example when the vessel is undergoing repairs. These expenses are recognized as 
incurred. 

Vessel operating expenses, which are recognized when incurred, include crewing, repairs and maintenance, insurance, stores, 
lube  oils,  communication  expenses  and  third-party  management  fees.  Bunkers  consumption  represents  mainly  bunkers 
consumed during unemployment and off-hire. 

Cool Pool

Pool  revenues  and  expenses  under  the  Cool  Pool  arrangement  are  accounted  for  in  accordance  with  the  guidance  for 
collaborative arrangements when two (or more) parties are active participants in the activity and exposed to significant risk and 
rewards dependent on the commercial success of the activity. Active participation is deemed to be when participating on the 
Cool Pool steering committee.

When applying a collaborative arrangement, we present our share of net income earned under the Cool Pool across a number of 
lines in the Income Statement. Net revenue and expenses incurred specifically to Golar vessels and for which we are deemed to 
be  the  principal,  are  presented  gross  on  the  face  of  the  Income  Statement  in  the  line  items  “Time  and  voyage  and  charter 
revenues” and “Voyage, charter hire and commission expenses.” Pool net revenues generated by the other participants in the 
pooling arrangement, will be presented separately in revenue and expenses from collaborative arrangements. Each participant's 
share  of  the  net  pool  revenues  is  based  on  the  number  of  days  such  vessels  participated  in  the  pool.  Refer  to  note  28  for  an 
analysis of the income statement effect for the pooling arrangement.

When no collaborative arrangement is applied, we present our gross share of income earned and costs incurred under the Cool 
Pool on the face of the Income Statement in the line items “Time and voyage and charter revenues” and “Voyage, charter hire 
and commission expenses” respectively. For pool net revenues and expenses generated by the other participants in the pooling 
arrangement, we analogize these to be either the cost of obtaining a contract or the benefit of operating within the Cool Pool, 
and presented within the line item “Voyage, charter hire and commission expenses, net.”

Liquefaction services revenue

For liquefaction services revenue, the provision of liquefaction services capacity is considered a single performance obligation 
recognized evenly over time. We consider our services (the receipt of customer's gas, treatment and temporary storage on board 
our FLNG and delivery of LNG to waiting carriers) to be a series of distinct services that are substantially the same and have 
the  same  pattern  of  transfer  to  our  customer.  We  recognize  revenue  when  obligations  under  the  terms  of  our  contract  are 
satisfied.  We  have  applied  the  practical  expedient  to  recognize  liquefaction  services  revenue  in  proportion  to  the  amount  we 
have the right to invoice.

Contractual payment terms for liquefaction services is monthly in arrears. Contract liabilities arise when the customer makes 
payments in advance of receiving services. The period between when invoicing and when payment is due is not significant.

F-15

Management fees

Management fees are generated from vessel management which includes commercial and technical vessel-related services and 
administrative services. The management services we provide are considered a single performance obligation recognized evenly 
over time as our services are rendered. We consider our services as a series of distinct services that are substantially the same 
and have the same pattern of transfer to the customer. We recognize revenue when obligations under the terms of our contracts 
with our customers are satisfied. We have applied the practical expedient to recognize management fee revenue in proportion to 
the amount that we have the right to invoice.

Our  contracts  generally  have  an  initial  term  of  one  year  or  less,  after  which  the  arrangement  continues  until  the  end  of  the 
contract, ranging from 30 to 120 days. Contract assets arise when we render management services in advance of entitlement to 
payment from our customers. 

Insurance claims

The  Company  has  two  main  types  of  insurance  policies,  being  ‘hull  and  machinery’  (“H&M”)  and  ‘loss  of  hire’  (“LOH”) 
coverage. LOH indemnifications aim at providing us coverage for loss of revenue for our insured vessels and related claims are 
considered gain contingencies, which are recognized when the proceeds from our insurance syndication are realized or deemed 
realizable,  net  of  any  deductions  where  applicable.  LOH  is  recognized  on  the  face  of  the  Income  Statement  in  the  line  item 
“Other operating income”.

H&M policy covers any damage we incur in relation to our property, plant and equipment. The insurance policy is considered 
loss recoveries, meaning that the timing of recognition of a claim for an insured damage occurs at the time such loss impacts the 
Income Statement, when deemed probable of being recovered from the counterparty and for an amount net of any deductions 
that may apply. H&M is recognized on the face of the Income Statement in the line item “Vessel operating expenses”.

Cash and cash equivalents

We consider all demand and time deposits and highly liquid investments with original maturities of three months or less to be 
equivalent  to  cash.  Amounts  are  presented  net  of  allowances  for  credit  losses,  which  are  assessed  based  on  consideration  of 
whether the balances have short-term maturities and whether the counterparty has an investment grade credit rating, limiting 
any credit exposure.

Restricted cash and short-term deposits

Restricted cash consists of bank deposits which may only be used to settle certain pre-arranged loans, bid bonds in respect of 
tenders  for  projects  we  have  entered  into,  cash  collateral  required  for  certain  swaps,  and  other  contracts  which  require  us  to 
restrict cash. 

Short-term  deposits  represent  highly  liquid  deposits  placed  with  financial  institutions,  primarily  from  our  consolidated  VIEs, 
which are readily convertible into known amounts of cash with original maturities of less than 12 months. 

Amounts are presented net of allowances for credit losses, which are assessed based on consideration of whether the balances 
have short-term maturities and whether the counterparty has an investment grade credit rating, limiting any credit exposure.

Trade accounts receivables

Trade  receivables  are  presented  net  of  allowances  of  expected  credit  losses.  At  each  balance  sheet  date,  all  potentially 
uncollectible accounts are assessed individually for the purpose of determining the appropriate allowance for expected credit 
loss.  Our  trade  receivables  have  short  maturities  so  we  have  considered  that  forecasted  changes  to  economic  conditions  will 
have an insignificant effect on the estimate of the allowance, except in extraordinary circumstances.

F-16

Allowance for credit losses 

Financial  assets  recorded  at  amortized  cost  and  off-balance  sheet  credit  exposures  not  accounted  for  as  insurance  (including 
financial guarantees) reflect an allowance for current expected credit losses (“credit losses”) over the lifetime of the instrument. 
The allowance for credit losses reflects a deduction to the net amount expected to be collected on the financial asset. Amounts 
are  written  off  against  the  allowance  when  management  believes  the  un-collectability  of  a  balance  is  confirmed  or  certain. 
Expected  recoveries  will  not  exceed  the  amounts  previously  written-off  or  current  credit  loss  allowance  by  financial  asset 
category. We estimate expected credit losses based on relevant information about past events, including historical experience, 
current  conditions,  and  reasonable  and  supportable  forecasts  that  affect  the  collectability  of  the  reported  amount.  We  have 
elected to calculate expected credit losses on the combined balance of both the amortized cost and accrued interest from the 
unpaid principal balance. Specific calculation of our credit allowances is included in the respective accounting policies included 
herein; all other financial assets are assessed on an individual basis calculated using the method we consider most appropriate 
for each asset.

Inventories

Inventories, which are comprised principally of fuel, are stated at the lower of cost and net realizable value. Cost is determined 
on a first-in, first-out basis.

Equity method investments 

Equity method investments relates to our investments on entities over which we generally have between 20% and 50% of the 
voting  rights,  or  over  which  we  have  significant  influence,  but  over  which  we  do  not  exercise  control  or  have  the  power  to 
control  the  financial  and  operational  policies.  Investments  in  these  entities  are  accounted  for  by  the  equity  method  of 
accounting. This also extends to entities in which we hold a majority ownership interest, but we do not control, due to the other 
parties'  participating  rights.  Under  this  method,  we  record  our  investment  at  cost  (or  fair  value  if  a  consequence  of 
deconsolidation), and adjust the carrying amount for our share of the income or losses from these equity method investments 
subsequent to the date of the investment and report the recognized earnings or losses in income. Dividends received from an 
affiliate  reduce  the  carrying  amount  of  the  investment.  The  excess,  if  any,  of  the  purchase  price  over  book  value  of  our 
investments  in  equity  method  of  the  affiliates,  or  basis  difference,  is  included  in  the  consolidated  balance  sheets  as  “Equity 
method investments”. We allocate the basis difference across the assets and liabilities of the affiliate, with the residual assigned 
to goodwill. Any negative goodwill is recognized immediately in the income statement as a gain on bargain purchase. The basis 
difference will then be amortized through the consolidated statements of operations as part of the equity method of accounting. 
When our share of income or losses in equity method investments equals or exceeds its interest, we do not recognize further 
losses, unless we have incurred obligations or made payments on behalf of the affiliate. 

Vessels and equipment

Vessels and equipment are stated at cost less accumulated depreciation. The cost of vessels and equipment, less the estimated 
residual values, is depreciated on a straight-line basis over the assets' remaining useful economic lives. Management estimates 
the residual values of our vessels based on broker scrap value cost of steel and aluminum times the weight of the ship noted in 
lightweight ton. Residual values are periodically reviewed and revised to recognize changes in conditions, new regulations or 
other reasons. 

The cost of building mooring equipment is capitalized and depreciated over the initial lease term of the related agreement.

Refurbishment  costs  incurred  during  the  period  are  capitalized  as  part  of  vessels  and  equipment  and  depreciated  over  the 
vessels' remaining useful economic lives. Refurbishment costs are costs that appreciably increase the capacity, or improve the 
efficiency or safety of vessels and equipment. 

Drydocking  expenditures  are  capitalized  when  incurred  and  amortized  over  the  period  until  the  next  anticipated  drydocking, 
which is generally five years. For vessels that are newly built or acquired, we have adopted the “built-in overhaul” method of 
accounting. The built-in overhaul method is based on the segregation of vessel costs into those that should be depreciated over 
the  useful  life  of  the  vessel  and  those  that  require  drydocking  at  periodic  intervals  to  reflect  the  different  useful  lives  of  the 
components of the assets. The estimated cost of the drydocking component is amortized until the date of the first drydocking 
following  acquisition,  upon  which  the  cost  is  capitalized  and  the  process  is  repeated.  When  a  vessel  is  disposed  of,  any 
unamortized drydocking expenditure is charged against income in the period of disposal.

F-17

 
Vessel reactivation costs incurred on vessels leaving lay-up include costs of both a capital and expense nature. The capital costs 
include the addition of new equipment or modifications to the vessel which enhance or increase the operational efficiency and 
functionality  of  the  vessel.  These  expenditures  are  capitalized  and  depreciated  over  the  remaining  useful  life  of  the  vessel.  
Expenditures of a routine repairs and maintenance nature that do not improve the operating efficiency or extend the useful lives 
of the vessels are expensed as incurred as mobilization costs.

Useful lives applied in depreciation are as follows:

Vessels (excluding converted FSRU and FLNG)

40 years

Vessels - converted FSRU

Vessels - FLNG

Deferred drydocking expenditure

Deferred drydocking expenditure - FLNG

Mooring equipment - FLNG

Office equipment and fittings

Asset under development

20 years from conversion date

30 years from conversion date

5 years

20 years

8 years

3 to 6 years

An asset is classified as an asset under development when there is a firm commitment from us to proceed with the construction 
of  the  asset  and  the  likelihood  of  conversion  is  virtually  certain  to  occur.  An  asset  under  development  is  classified  as  non-
current and is stated at cost. All costs incurred during the construction of the asset, including conversion installment payments, 
interest, supervision and technical costs are capitalized. Non refundable reimbursements are offset against the cost incurred for 
the construction of the asset. Interest costs directly attributable to construction of the asset are added to the cost of the asset. 
Capitalization ceases and depreciation commences once the asset is completed and available for its intended use. 

Interest costs capitalized

Interest is capitalized on all qualifying assets that require a period of time to get them ready for their intended use. Qualifying 
assets  consist  of  vessels  under  construction,  assets  under  development  and  vessels  undergoing  conversion  into  FSRUs  or 
FLNGs  for  our  own  use.  In  addition,  certain  equity  method  investments  may  be  considered  qualifying  assets  prior  to 
commencement of their planned principal operation. The interest capitalized is calculated using the rate of interest on the loan 
to  fund  the  expenditure  or  our  weighted  average  cost  of  borrowings,  where  appropriate,  from  commencement  of  the  asset 
development  until  substantially  all  the  activities  necessary  to  prepare  the  assets  for  its  intended  use  are  complete.  If  our 
financing plans associate a specific borrowing with a qualifying asset, we use the rate on that borrowing as the capitalization 
rate  to  be  applied  to  that  portion  of  the  average  accumulated  expenditures  for  the  asset  provided  that  does  not  exceed  the 
amount of that borrowing. We do not capitalize amounts beyond the actual interest expense incurred in the period.

Asset retirement obligation

An asset retirement obligation (“ARO”), is a liability associated with the eventual retirement of a fixed asset.

The  fair  value  of  an  ARO  is  recorded  as  a  liability  in  the  period  when  the  obligation  arises.  The  fair  value  of  the  ARO  is 
measured using expected future discounted cash outflows. When the liability is recognized, we also capitalize the related ARO 
cost by adding it to the carrying amount of the related fixed asset. Each period, the liability is increased for the change in its 
present value with a corresponding charge to operating expenses. Changes in the amount or timing of the estimated ARO are 
recorded as an adjustment to the related liability and asset. 

F-18

 
  
Held-for-sale assets and disposal group                                                                                                                                                                                                                                                                                                      

Individual assets or subsidiaries to be disposed of, by sale or otherwise in a single transaction, are classified as held-for-sale if 
all of the following criteria are met at the period end:

• management, having the authority to approve the action, commits to a plan to sell the assets or subsidiaries;
•

the asset or subsidiaries are available for immediate sale in its (their) present condition subject only to terms that are 
usual and customary for such sales;
an active program to locate a buyer and other actions required to complete the plan to sell have been initiated;
the sale is probable; and
the transfer is expected to qualify for recognition as a completed sale, within one year.

•
•
•

The  term  probable  refers  to  a  future  sale  that  is  likely  to  occur,  the  asset  or  subsidiaries  (disposal  group)  is  being  actively 
marketed  for  sale  at  a  price  that  is  reasonable  in  relation  to  its  current  fair  value  and  actions  required  to  complete  the  plan 
indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn.

A disposal group is classified as discontinued operations if the following criteria are met: (1) a component of an entity or group 
of components that has been disposed of by sale, disposed of other than by sale or is classified as held-for-sale that represents a 
strategic shift that has or will have a major effect on our financial results and operations, or (2) an acquired business or non-
profit activity (the entity to be sold) that is classified as held-for-sale on the date of the acquisition.

Assets or subsidiaries held-for-sale are carried at the lower of their carrying amount and fair value less costs to sell. Interest and 
other expenses attributable to the liabilities of a disposal group classified as held-for-sale shall continue to be accrued. As an 
exception,  investments  in  associates  classified  as  held  for  sale  continue  to  be  measured  in  accordance  with  ASC  323 
“Investments - Equity Method and Joint Venture”. Upon classification as held-for-sale, the assets are no longer depreciated.

If, at any time, the criteria for held-for-sale is no longer met, then the asset or disposal group will be reclassified to held and 
used.  The  asset  or  disposal  group  will  be  valued  at  the  lower  of  the  carrying  amount  before  the  asset  or  disposal  group  was 
classified as held-for-sale (as adjusted for any subsequent depreciation and amortization), and its fair value. Any adjustment to 
the value is shown in consolidated statements of operations for the period in which the criterion for held-for-sale was not met.

Gain or loss on disposals of held-for-sale assets is recognized as the difference between the fair value of consideration received 
and the carrying amount of the assets disposed.

Impairment of long-lived assets

We continually monitor events and changes in circumstances that could indicate carrying amounts of long-lived assets may not 
be  recoverable.  In  assessing  the  recoverability  of  our  vessels’  carrying  amounts,  we  make  assumptions  regarding  estimated 
future  cash  flows,  estimates  in  respect  of  residual  or  scrap  value  and  whether  the  vessel  is  in  substance  under  development. 
Management  performs  an  annual  impairment  assessment  and  when  such  events  or  changes  in  circumstances  are  present,  we 
assess the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through 
undiscounted expected future cash flows. If the total of the future cash flows is less than the carrying amount of those assets, we 
recognize an impairment loss based on the excess of the carrying amount over their respective fair value.

Other-than-temporary impairment of investments

Where  there  are  indicators  that  fair  value  is  below  carrying  value  of  our  investments,  we  will  evaluate  these  for  other-than-
temporary impairment. Consideration will be given to (1) the length of time and the extent to which fair value is below carrying 
value, (2) the financial condition and near-term prospects of the investee, and (3) our intent and ability to hold the investment 
until any anticipated recovery. Where determined to be other-than-temporary impairment, we will recognize an impairment loss 
in the period in the line item “Income/(losses) from equity method investments” in the consolidated statements of operations.

F-19

Investments in listed equity securities

Investments  in  listed  equity  securities  represents  ownership  interests  of  a  publicly  listed  entity.  Investments  in  listed  equity 
securities are recorded at fair value with changes in fair value reported in “Other non-operating losses, net” which is included in 
net  income.  We  classify  our  investment  in  listed  equity  securities  in  the  income  statement  as  non-operating  because  it  is  not 
integrated with our operations therefore is non-operating in nature. We use quoted market prices to determine the fair value of 
listed equity securities with a readily determinable fair value, unless the presence of certain restrictions warrants the application 
of a discount to fair value. We do not assess our investments in listed equity securities for impairment given they are carried at 
fair value.

We classify our investments in listed equity securities as current assets because the investment is available to be sold to meet 
liquidity needs if necessary, even if it is not the intention to dispose of the investment in the next twelve months.

Dividends received from our investments in listed equity securities are reflected as operating activities in the statement of cash 
flows (unless such distributions relate to a return of capital in which case it is reflected as an investing activity in the statement 
of cash flows).

Debt

Our  debt  consists  of  short-term  and  long-term  debt  securities,  convertible  debt  securities  and  credit  facilities  with  banks  and 
other lenders.  Debt issuances are placed directly by us or through securities dealers or underwriters and are held by financial 
institutions. Debt is recorded on our consolidated balance sheets at par value adjusted for unamortized discount or premium and 
net of unamortized debt issuance costs.  Debt issuance costs directly related to the issuance of debt are amortized over the life of 
the debt and are recorded in interest expense, net of capitalized interest using the effective interest method.  Gains and losses on 
the extinguishment of debt are recorded in other financial items, net on our consolidated statements of operations.

Advances or loans to/from related parties are recorded at cost.

Deferred charges

Costs  associated  with  long-term  financing,  including  debt  arrangement  fees,  are  deferred  and  amortized  over  the  term  of  the 
relevant  loan  under  the  effective  interest  method.  Amortization  of  debt  issuance  costs  is  included  in  interest  expense.  These 
costs are presented as a deduction from the corresponding liability, consistent with debt discounts.

Derivatives

We use derivatives to reduce market risks associated with our operations. We use interest rate swaps for the management of 
interest rate risk exposure. The interest rate swaps effectively convert a portion of our debt from a floating to a fixed rate over 
the life of the transactions without an exchange of underlying principal.

We seek to reduce our exposure to fluctuations in foreign exchange rates through the use of foreign currency forward contracts.

From time to time, we enter into equity swaps. Under these facilities, we swap with our counterparty (usually a major bank) the 
risk  of  fluctuations  in  our  share  price  and  the  benefit  of  any  dividends,  for  a  fixed  payment  of  LIBOR  plus  margin.  The 
counterparty may acquire shares in the Company to hedge its own position.  

F-20

  
All  derivative  instruments  are  initially  recorded  at  fair  value  as  either  assets  or  liabilities  in  the  accompanying  consolidated 
balance sheets and subsequently remeasured to fair value, regardless of the purpose or intent for holding the derivative. Where 
the fair value of a derivative instrument is a net liability, the derivative instrument is classified in “Other current liabilities” 
in the consolidated balance sheets. Where the fair value of a derivative instrument is a net asset, the derivative instrument is 
classified in “Other current assets” and “Other non-current assets” in the consolidated balance sheets, depending on its maturity. 
The changes in fair value of derivative financial instruments (excluding the oil and gas derivative instruments) are recognized 
each period in current earnings in “Gains/(losses) on derivative instruments” in the consolidated statements of operations. We 
do not apply hedge accounting.

The fair value of the oil derivative was determined using the estimated discounted cash flows of the additional payments due to 
us  as  a  result  of  oil  prices  moving  above  a  contractual  oil  price  floor  over  the  term  of  the  “LTA”.  The  fair  value  of  the  gas 
derivative was determined using the estimated discounted cash flows of the additional payments due to us as a result of forecast 
natural gas prices and forecast Euro/USD exchange rates. Significant inputs used in the valuation of the oil and gas derivative 
instruments include management’s estimate of an appropriate discount rate and the length of time necessary to blend the long-
term and short-term oil and gas prices obtained from quoted prices in active markets. The changes in fair value of our oil and 
gas derivative instruments are recognized in each period within “Realized and unrealized gain/(loss) on oil and gas derivative 
instruments” as part of the consolidated statement of operations.

Convertible bonds

We account for debt instruments with convertible features in accordance with the details and substance of the instruments at the 
time  of  their  issuance.  For  convertible  debt  instruments  issued  at  a  substantial  premium  to  equivalent  instruments  without 
conversion features, or those that may be settled in cash upon conversion, it is presumed that the premium or cash conversion 
option represents an equity component. 

Accordingly, we determine the carrying amounts of the liability and equity components of such convertible debt instruments by 
first determining the carrying amount of the liability component by measuring the fair value of a similar liability that does not 
have an equity component. The carrying amount of the equity component representing the embedded conversion option is then 
determined by deducting the fair value of the liability component from the total proceeds from the issue. The resulting equity 
component is recorded, with a corresponding offset to debt discount which is subsequently amortized to interest cost using the 
effective  interest  method  over  the  period  the  debt  is  expected  to  be  outstanding  as  an  additional  non-cash  interest  expense. 
Transaction costs associated with the instrument are allocated pro-rata between the debt and equity components. 

For conventional convertible bonds which do not have a cash conversion option or where no substantial premium is received on 
issuance, it may not be appropriate to separate the bond into the liability and equity components.

Contingent liabilities

In the ordinary course of business, we are subject to various claims, lawsuits and complaints. Management, in consultation with 
internal and external advisers, will provide for a contingent loss in the financial statements if the contingency had occurred at 
the date of the financial statements and the likelihood of loss was probable and the amount can be reasonably estimated. If we 
determine that the reasonable estimate of the loss is a range and there is no best estimate within the range, we will provide the 
lower amount within the range. 

Pensions

Defined  benefit  pension  costs,  assets  and  liabilities  requires  the  significant  actuarial  assumptions  to  be  adjusted  annually  to 
reflect  current  market  and  economic  conditions.  Our  accounting  policy  states  that  full  recognition  of  the  funded  status  of 
defined  benefit  pension  plans  is  to  be  included  within  our  consolidated  balance  sheets.  The  pension  benefit  obligation  is 
calculated by using a projected unit credit method.

Defined contribution pension costs represent the contributions payable to the scheme in respect of the accounting period and are 
recorded in the consolidated statements of operations.

F-21

Guarantees

Guarantees issued by us, excluding those that are guaranteeing our own performance, are recognized at fair value at the time 
that the guarantees are issued, or upon the deconsolidation of a subsidiary, and reported in “Other current liabilities” and “Other 
non-current  liabilities”.  A  liability  is  recognized  to  the  fair  value  of  the  obligation  undertaken  in  issuing  the  guarantee.  If  it 
becomes probable that we will have to perform under a guarantee, we will recognize an additional liability if (and when) the 
amount of the loss can be reasonably estimated. The recognition of fair value is not required for certain guarantees such as the 
parent's guarantee of a subsidiary's debt to a third party. For those guarantees excluded from the above guidance requiring the 
fair value recognition for contingent liability, financial statement disclosures of such items are made. 

Financial  guarantees  are  assessed  for  credit  losses  and  any  allowance  is  presented  as  a  liability  for  off-balance  sheet  credit 
exposures where the balance exceeds the collateral provided over the remaining instrument life. The allowance is assessed at 
the individual guarantee level, calculated by multiplying the balance exposed on default by the probability of default and loss 
given default over the term of the guarantee.

Treasury shares

Treasury  shares  are  recognized  as  a  separate  component  of  equity  at  an  amount  corresponding  to  the  purchase  consideration 
transferred  to  repurchase  its  shares.  Upon  subsequent  disposal  of  treasury  shares,  any  consideration  is  recognized  directly  in 
equity.

Stock-based compensation

Our stock-based compensation includes both stock options and restricted stock units (“RSUs”).

We  expense  the  fair  value  of  stock-based  compensation  issued  to  employees  and  non-employees  over  the  period  the  stock 
options or RSUs vest. We amortize stock-based compensation for awards on a straight-line basis over the period during which 
the  individuals  are  required  to  provide  service  in  exchange  for  the  reward  -  the  requisite  service  (vesting)  period.  No 
compensation cost is recognized for stock-based compensation for which the individuals do not render the requisite service. The 
fair value of stock options is estimated using the Black-Scholes option pricing model. The fair value of RSUs is estimated using 
the market price of the Company's common stock at grant date.

Earnings per share

Basic earnings per share (“EPS”) is computed based on the income available to common stockholders and the weighted average 
number of shares outstanding for basic EPS. Treasury shares are not included in the calculation. Diluted EPS includes the effect 
of the assumed conversion of potentially dilutive instruments. Such potentially dilutive common shares are excluded when the 
effect would be to increase earnings per share or reduce a loss per share.

Income taxes

Income  taxes  are  based  on  a  separate  return  basis.  The  guidance  on  “Income  Taxes”  prescribes  a  recognition  threshold  and 
measurement attributes for the financial statement recognition and measurement of a tax position taken or expected to be taken 
in a tax return.

Penalties  and  interest  related  to  uncertain  tax  positions  are  recognized  in  “Income  taxes”  in  the  consolidated  statements  of 
operations.

Deferred taxes

Deferred  tax  assets  and  liabilities  are  recognized  principally  for  the  expected  tax  consequences  of  temporary  differences 
between  the  tax  bases  of  assets  and  liabilities  and  their  reported  amounts.  Deferred  tax  assets  are  reduced  by  a  valuation 
allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will 
not  be  realized.  Realization  of  the  deferred  income  tax  asset  is  dependent  on  generating  sufficient  taxable  income  in  future 
years.

F-22

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset is realized 
or the liability is settled, based on the tax rates and tax laws that have been enacted or substantively enacted at the balance sheet 
date. Income tax relating to items recognized directly in the statement of comprehensive income is recognized in the statement 
of changes in equity and not in the consolidated statements of operations.

Business combinations 

When  the  assets  acquired  and  liabilities  assumed  constitute  a  business,  then  the  acquisition  is  a  business  combination.  If 
substantially  all  of  the  fair  value  of  the  gross  asset  acquired  is  concentrated  in  a  single  identifiable  asset  or  group  of  similar 
identifiable  assets,  the  asset  is  not  considered  a  business.  Business  combinations  are  accounted  for  under  the  acquisition 
method. On acquisition, the identifiable assets, liabilities and contingent liabilities are measured at their fair values at the date of 
acquisition.  Any  excess  of  the  cost  of  acquisition  over  the  fair  values  of  the  identifiable  net  assets  acquired  is  recognized  as 
goodwill.  In  instances  where  the  cost  of  acquisition  is  lower  than  the  fair  values  of  the  identifiable  net  assets  acquired  (i.e. 
bargain  purchase),  the  difference  is  credited  to  the  statement  of  operations  in  the  period  of  acquisition.  The  consideration 
transferred  for  an  acquisition  is  measured  at  fair  value  of  the  consideration  given.  Acquisition  related  costs  are  expensed  as 
incurred. The results of operations of acquired businesses are included from the date of acquisition.

If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination 
occurs,  we  will  recognize  a  measurement-period  adjustment  during  the  period  in  which  we  determine  the  amount  of  the 
adjustment, including the effect on earnings of any amounts we would have recorded in previous periods if the accounting had 
been completed at the acquisition date.  

Related parties

Parties are related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence 
over the other party in making financial and operating decisions. Parties are also related if they are subject to common control 
or significant influence. Amounts due from related parties are presented net of allowances for credit losses, which are calculated 
using a loss rate applied against an aging matrix.

Segment reporting

A segment is a distinguishable component of the business that is engaged in business activities from which we earn revenues 
and incur expenses whose operating results are regularly reviewed by the chief operating decision maker (“CODM”), and which 
are subject to risks and rewards that are different from those of other segments. Prior to the sale of our investments in Golar 
Partners  and  Hygo,  we  operated  in  four  reportable  segments,  “Shipping”,  “FLNG”,  “Power”  and  “Corporate  and  other.”  We 
consider the disposal of our interest in Hygo as our exit from our Power operations and hence ceased to consider Power as a 
reportable segment (as defined under U.S. GAAP) with effect from the first quarter of 2021. Consequently, management deems 
that  we  provide  three  distinct  services  and  operate  in  the  following  three  reportable  segments:  “Shipping”,  “FLNG”  and 
“Corporate and other”. 

3.

RECENTLY ISSUED ACCOUNTING STANDARDS

Adoption of new accounting standards

In  August  2018,  the  FASB  issued  ASU  2018-14  Compensation  -  Retirement  Benefits  -  Defined  Benefit  Plans  -  General 
(Subtopic 715-20). The amendments in this ASU removed certain disclosure requirements and introduced new ones including 
an explanation of the reasons for significant gains and losses relating to changes in the projected benefit obligation, plan assets 
to  be  returned  to  the  entity  and  accumulated  benefit  obligation  in  excess  of  the  fair  value  of  related  funding  assets.  These 
amendments to disclosure requirements were mandated for defined benefit plans from January 1, 2021. This amendment has 
not  had  a  material  impact  on  our  consolidated  financial  statements  nor  related  disclosures,  including  retained  earnings,  as  of 
January 1, 2021.

In December 2019, the FASB issued ASU 2019-12 Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. 
The amendments in this ASU removed certain exceptions previously available and provided additional calculation rules to help 
simplify the accounting for income taxes. These amendments were effective from January 1, 2021. This amendment has not had 
a material impact on our consolidated financial statements nor related disclosures, including retained earnings, as of January 1, 
2021.

F-23

Accounting pronouncements that have been issued but not yet adopted

The following table provides a brief description of other recent accounting standards that have been issued but not yet adopted:

Standard

Description

ASU 2020-04 Reference Rate Reform (Topic 
848): Facilitation of the Effects of Reference 
Rate Reform on Financial Reporting; and 
ASU 2021-01 Reference Rate Reform (Topic 
848): Scope.

The  amendments  provide  temporary  optional 
expedients  and  exceptions  for  applying  U.S. 
GAAP to contracts, hedging relationships, and 
other  transactions  affected  by  reference  rate 
reform 
if  certain  criteria  are  met.  The 
applicable expedients for us are in relation to 
modifications of contracts within the scope of 
Topics 310, Receivables, 470, Debt, and 842, 
Leases.  This  optional  guidance  may  be 
applied prospectively from any date beginning 
March  12,  2020  and  cannot  be  applied  to 
modifications  that  occur  after  December  31, 
2022. 

ASU 2020-06 Debt – Debt with Conversion 
and Other Options (Topic 470) and 
Derivatives and Hedging - Contracts in 
Entity’s Own Equity (Topic 815).

the 

simplify 

the  existing  models 

issuer’s 
The  amendments 
accounting for convertible instruments and its 
application  of 
the  equity  classification 
guidance.  The  new  guidance  eliminates  some 
of 
for  assessing 
convertible instruments, which results in more 
instruments  being  recognized  as  a  single  unit 
of  account  on  the  balance  sheet  and  expands 
disclosure  requirements.  The  new  guidance 
simplifies  the  assessment  of  contracts  in  an 
entity’s own equity and existing EPS guidance 
in ASC 260. 

Date of 
Adoption

January  1, 
2022

Effect on our 
Consolidated 
Financial 
Statements or 
Other Significant 
Matters
Under evaluation, 
although all our 
financial 
instruments are 
denominated in 
U.S. dollars and 
the reformation 
date for U.S. 
dollar settings is 
not until  
immediately after 
June 30, 2023.

January  1, 
2022

No material impact 
expected as a result 
of adoption of this 
ASU.

ASU  2021-04  Earnings  Per  Share  (Topic  260), 
Extinguishments 
Debt—Modifications 
(Subtopic 
Compensation—Stock 
Compensation (Topic 718), and Derivatives and 
Hedging  —Contracts  in  Entity’s  Own  Equity 
(Subtopic 815-40).

470-50), 

and 

January 1, 
2022

No material impact 
expected as a result 
of adoption of this 
ASU.

resulting 

The amendments clarify issuer’s recognition and 
measurement  considerations 
from 
exchanges  or  modifications  of  freestanding 
instruments  (written  call  options)  classified  in 
equity.  Such  exchanges  or  modifications  are 
treated as adjustments to the cost to raise debt, to 
the  cost  to  raise  equity  or  as  share-based 
payments (ASC 718) when issued to compensate 
for  goods  or  services.  If  not  treated  as  costs  of 
debt  funding,  equity  funding  or  share-based 
payment,  it  results  in  an  adjustment  to  EPS/net 
income/(loss).  Holder's  accounting 
is  not 
affected by these amendments.

F-24

Standard

Description

ASU 2021-05 Leases (Topic 842) – Lessors – 
Certain Leases with Variable Lease Payments

The  amendments  apply  only  to  lessors  and 
require  them  to  classify  leases  with  variable 
lease payments that are not based on an index or 
rate  as  operating  leases  if  they  would  have 
otherwise  been  classified  as  sales-type  or  direct 
financing  leases  and  the  lessor  would  have 
lease 
recognized 
commencement.  There 
to 
recognition  of  variable  lease  payments.  Lessors 
can  apply  the  amendments  either  prospectively 
or 
accompanying 
disclosures.

is  no  change 

retrospectively 

selling 

with 

loss 

at 

a 

Date of 
Adoption

January 1, 
2022

Effect on our 
Consolidated 
Financial 
Statements or 
Other Significant 
Matters
No impact expected 
as a result of 
adoption of this 
ASU.

ASU  2021-08  Business  Combinations  (Topic 
805)  -  Accounting  for  contract  assets  and 
contract 
contracts  with 
customers 

liabilities 

from 

January 1, 
2023

No impact expected 
as a result of the 
adoption of this 
ASU.

the  acquisition  date 

Requires  contract  assets  and  contract  liabilities 
(i.e.,  deferred  revenue)  acquired  in  a  business 
combination  to  be  recognized  and  measured  by 
the  acquirer  on 
in 
accordance  with  ASC  606.  Generally,  this  new 
guidance  will  result  in  the  acquirer  recognizing 
contract assets and contract liabilities at the same 
amounts  recorded  by  the  acquiree  (rather  than 
having such amounts recognized by the acquirer 
at  fair  value  in  acquisition  accounting,  as  has 
been historical practice). 

4.

SUBSIDIARIES

The following table lists our significant subsidiaries and their purpose as at December 31, 2021. Unless otherwise indicated, we 
own a 100% ownership interest in each of the following subsidiaries. 

Name

Gimi Holding Company Limited (1)

Golar Shoreline LNG Limited

Golar Hilli LLC (2)

Jurisdiction of 
Incorporation

Bermuda

Bermuda

Purpose

Holding company

Holding company

Marshall Islands

Holding company

Golar LNG Energy Limited

Bermuda

Holding company

Golar Hull M2022 Corporation  

Marshall Islands

Leases Golar Crystal*

Golar LNG NB10 Corporation

Marshall Islands

Leases Golar Glacier*

Golar Hull M2048 Corporation

Marshall Islands

Leases Golar Ice*

Golar LNG NB11 Corporation

Marshall Islands

Leases Golar Kelvin*

Golar Hull M2021 Corporation 

Marshall Islands

Leases Golar Seal*

Golar Hull M2047 Corporation  

Marshall Islands

Leases Golar Snow*

Golar Hull M2027 Corporation  

Marshall Islands

Leases Golar Bear*

F-25

Name

Golar Hilli Corp. (2)

Jurisdiction of 
Incorporation

Purpose

Marshall Islands

Leases Hilli Episeyo (“Hilli”)*

Golar LNG NB13 Corporation

Marshall Islands

Owns and operates Golar Tundra

Golar LNG 2216 Corporation

Marshall Islands

Owns and operates Golar Arctic

Golar LNG NB12 Corporation

Marshall Islands

Owns and operates Golar Frost

Golar Gandria N.V.

Gimi MS Corporation (3)

Curaçao

Owns and operates Golar Gandria

Marshall Islands

Owns Gimi

Golar Management (Bermuda) Limited

Bermuda

Management company

Golar Management Limited

United Kingdom

Management company

Golar Management Norway AS

Golar Management Malaysia Sdn. Bhd.

Golar Management D.O.O

Golar Viking Management D.O.O

Golar ML2 LLC

Norway

Malaysia

Croatia

Croatia

Bermuda

Vessel management company

Vessel management company

Vessel management company

Vessel management company

Holding company

(1)  In  July  2019,  Gimi  Holding  Company  Limited  was  incorporated  and  is  wholly  owned  by  Golar  LNG.  In  October  2019,  Golar  LNG 
transferred its ownership in Gimi MS Corporation to Gimi Holding Company Limited.

(2) In February 2018, Golar Hilli LLC was incorporated with Golar LNG as sole member. In June 2018, the Hilli was sold to a China State 
Shipbuilding Corporation entity (“CSSC”) entity that subsequently leased back the vessel on a bareboat charter for a term of 10 years. In 
July  2018,  shares  in  Golar  Hilli  Corp.  (a  89%  owned  subsidiary  of  Golar  Hilli  LLC)  were  exchanged  for  Hilli  Common  Units,  Series  A 
Special Units and Series B Special Units (note 5).

(3) In November 2018, Gimi MS Corporation (“Gimi MS Corp”) was incorporated with Golar LNG as sole shareholder. In February 2019, 
the  Gimi  was  transferred  to  Gimi  MS  Corp  from  Golar  Gimi  Corporation.  In  April  2019,  First  FLNG  Holdings  Pte.  Ltd.  (“First  FLNG 
Holdings”), a wholly-owned subsidiary of Keppel Asia Infrastructure Fund, acquired a 30% share in Gimi MS Corp. See note 5 for further 
details.

* The above table excludes mention of the lessor variable interest entities (“lessor VIEs”) that we have leased vessels from under finance 
leases. The lessor VIEs are wholly-owned, newly formed special purpose vehicles (“SPVs”) of financial institutions. While we do not hold 
any  equity  investments  in  these  SPVs,  we  have  concluded  that  we  are  the  primary  beneficiary  of  these  lessor  VIEs  and  accordingly  have 
consolidated these entities into our financial results (note 5).

F-26

5.

5.1

VARIABLE INTEREST ENTITIES ("VIEs") 

Lessor VIEs

As of December 31, 2021, we leased eight vessels (December 31, 2020: nine vessels) from VIEs as part of sale and leaseback 
agreements, of which four were with ICBC Finance Leasing Co. Ltd (“ICBCL”) entities, one with a CCB Financial Leasing 
Corporation  Limited  (“CCBFL”)  entity,  one  with  a  COSCO  Shipping  entity,  one  with  a  CSSC  entity  and  one  with  a  AVIC 
International  Leasing  Company  Limited  (“AVIC”)  entity.  Each  of  the  ICBCL,  CCBFL,  COSCO  Shipping,  CSSC  and  AVIC 
entities are wholly-owned, newly formed special purpose vehicles (“Lessor SPV”). In each of these transactions, we sold our 
vessel and then subsequently leased back the vessel on a bareboat charter for a term of seven to ten years. We have options to 
repurchase each vessel at fixed pre-determined amounts during their respective charter periods and an obligation to repurchase 
each vessel at the end of each vessel's respective lease period. 

While we do not hold any equity investments in the above SPVs, we have determined that we have a variable interest in these 
SPVs  and  that  these  lessor  entities,  that  own  the  vessels,  are  VIEs.  Based  on  our  evaluation  of  the  agreements,  we  have 
concluded  that  we  are  the  primary  beneficiary  of  these  VIEs  and,  accordingly,  these  lessor  VIEs  are  consolidated  into  our 
financial results. We did not record any gains or losses from the sale of these vessels as they continued to be reported as vessels 
at  their  original  costs  in  our  consolidated  financial  statements  at  the  time  of  each  transaction.  Similarly,  the  effect  of  the 
bareboat charter arrangement is eliminated upon consolidation of the lessor SPV. The equity attributable to the respective lessor 
VIEs are included in non-controlling interests in our consolidated financial statements. As of December 31, 2021 and 2020, the 
respective vessels are reported under “Vessels and equipment, net” or “Asset under development” in our consolidated balance 
sheets.

In November 2015 we entered into a 10 year sale and leaseback arrangement with China Merchants Bank Co. Ltd (“CMBL”) 
for the Golar Tundra with a sale value of $254.6 million. In December 2021, we repurchased the vessel and terminated the sale 
and  leaseback  arrangement  with  CMBL  for  $103.3  million  and  incurred  $0.9  million  of  finance  charges.  Consequently,  this 
resulted in the deconsolidation of the lessor VIE reflected against non-controlling interest of $25.9 million on our consolidated 
balance sheet.

The following table gives a summary of the sale and leaseback arrangements, including repurchase options and obligations as 
of December 31, 2021:

Sales 
value (in $ 
millions)

Lease 
duration

Next 
repurchase 
option (in $ 
millions)

Vessel

Effective from Lessor

Golar 
Glacier(1)
Golar Kelvin (1)
Golar Snow(1)
Golar Ice (1)
Golar Seal

October 2014
January 2015
January 2015

ICBCL
ICBCL
ICBCL

February 2015 ICBCL

March 2016 CCBFL

Golar Crystal

March 2017 COSCO

204.0
204.0
204.0

204.0

203.0

187.0

10 years
10 years
10 years

10 years

10 years

10 years

Hilli

Golar Bear

June 2018

June 2020

CSSC

AVIC

1,200.0

10 years

160.0

7 years

118.3
121.7
126.2

121.2

99.2

85.3

611.9

100.1

Net 
repurchase 
obligation at 
end of lease 
term (in $ 
millions)

113.4
71.0
116.2

71.0

63.4

50.0

300.0

35.0

End of lease 
term

April 2023
January 2025
April 2023

January 2025

March 2026

March 2027

June 2028

June 2027

Date of next 
repurchase option

October 2022(2)
January 2022(2)
January 2022(2)
February 2022(2)
March 2022(2)
March 2022(2)
June 2023
March 2022(2)

(1)  In  June  2021,  we  entered  into  certain  amendments  to  our  ICBCL  sale  and  leaseback  facilities  which  include  (i)  prepayment  of 
$15.0 million for each sale and leaseback facility in July 2021; and (ii) bringing forward our obligation to repurchase the Golar Glacier and 
Golar Snow to April 2023 from October 2024 and January 2025, respectively. 

(2) We did not exercise our previous repurchase options. 

F-27

 
 
A  summary  of  our  payment  obligations  (excluding  repurchase  options  and  obligations)  under  the  bareboat  charters  with  the 
lessor VIEs as of December 31, 2021, are shown below:

(in thousands of $)

Golar Glacier 

Golar Kelvin 

Golar Snow 

Golar Ice 
Golar Seal (1)
Golar Crystal (2)
Hilli (2)
Golar Bear (2)

2022

17,100

19,710

17,100

19,710

13,717

10,659

105,509

15,755

2023

4,451

19,710

3,608

19,710

13,754

10,622

101,717

15,153

2024

—

18,468

—

19,764

13,717

10,593

98,016

14,562

2025

—

—

—

162

13,717

10,534

94,133

13,949

2026

2027+

—

—

—

—

—

10,500

90,341

13,347

—

—

—

—

—

1,753

107,583

2,721

(1) In November 2021, we entered into another supplementary agreement with the existing lender CCBFL to extend further Golar Seal's put 
option to January 2025. The last payment obligation relating to the Golar Seal has been presented in 2025 even though the maturity of the 
lease obligation is in March 2026, given the put option is maturing in January 2025 (note 21).

(2) The payment obligations relating to the Golar Crystal, Hilli and Golar Bear above includes variable rental payments due under the lease 
based on assumed LIBOR plus a margin.

The assets and liabilities of the lessor VIEs that most significantly impact our consolidated balance sheets as of December 31, 
2021 and 2020, are as follows:

(in thousands of $)

Assets

Restricted cash and 
short-term deposits 
(note 15)

Liabilities

Debt:

Current portion of 
long-term debt and 
short-term debt (1) 

Long-term interest 
bearing debt - non-
current portion (1) 

Golar 
Glacier

Golar 
Kelvin

Golar 
Snow

Golar Ice Golar Seal

Golar 
Crystal

Hilli

Golar 
Bear

2021

Total

2020

Total

4,340 

5,068 

4,410 

6,689 

3,432 

4,612 

16,523 

14,156 

59,230 

36,875 

(82,752)   

(99,463)   

(81,906)   

(54,872)   

— 

(8,691)   

(380,554)   

— 

(708,238)   

(865,982) 

— 

— 

— 

— 

(78,540)   

(66,109)   

(216,313)   

(104,044)   

(465,006)   

(625,119) 

(82,752)   

(99,463)   

(81,906)   

(54,872)   

(78,540)   

(74,800)   

(596,867)   

(104,044)   (1,173,244)   (1,491,101) 

(1) Where applicable, these balances are net of deferred finance charges (note 21).

The  most  significant  impact  of  the  lessor  VIE's  operations  on  our  consolidated  statements  of  operations  and  consolidated 
statements of cash flows, for the years ended December 31, 2021, 2020 and 2019 are as follows:

(in thousands of $)
Statement of income

Interest expense

Statement of cash flows

Net debt repayments

Net debt receipts

Financing costs paid

2021

2020

2019

22,670   

34,733   

69,373 

(331,929)  

13,250   

(1,568)  

(550,663)  

459,707   

(3,931)  

(410,737) 

144,278 

— 

F-28

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
5.2

Golar Hilli LLC

In  2018,  we  and  affiliates  of  Keppel  Shipyard  Limited  (“Keppel”)  and  Black  &  Veatch  Corporation  (“B&V”)  (together,  the 
“Sellers"),  completed  the  sale  (“Hilli  Disposal”)  to  Golar  Partners  of  common  units  (the  “Hilli  Common  Unit”)  in  our 
consolidated subsidiary Golar Hilli LLC (“Hilli LLC”), which owns Golar Hilli Corp. (“Hilli Corp”). 

Concurrently  with  the  closing  of  the  Hilli  Disposal,  we  entered  into  the  Amended  and  Restated  Limited  Liability  Company 
Agreement  of  Hilli  LLC  (the  “LLC  Agreement”)  on  July  12,  2018.  The  ownership  interests  in  Hilli  LLC  are  represented  by 
three  classes  of  units:  the  Hilli  Common  Units,  the  Series  A  Special  Units  and  the  Series  B  Special  Units.  After  the  Hilli 
Disposal, the ownership structure of Hilli LLC is as follows:

Golar LNG Limited

Golar Partners

Keppel

B&V

Percentage ownership interest

Common Units

Series A Special Units Series B Special Units

 44.6 %

 50.0 %

 5.0 %

 0.4 %

 89.1 %

 — %

 10.0 %

 0.9 %

 89.1 %

 — %

 10.0 %

 0.9 %

We are the managing member of Hilli LLC and are responsible for all operational, management and administrative decisions 
relating to Hilli LLC’s business. We have retained sole control over the most significant activities and the greatest exposure to 
variability in residual returns and expected losses from the Hilli and, as a result, management has concluded that Hilli LLC is a 
VIE and that we are the primary beneficiary. As such, we continue to consolidate both Hilli LLC and Hilli Corp.

All  three  classes  of  ownership  interests  in  Hilli  LLC  have  certain  participating  and  protective  rights.  We  reflect  Keppel  and 
B&V’s ownership in Hilli LLC’s Series A Special Units and Series B Special Units as non-controlling interests in our financial 
statements.

Hilli  LLC  shall  make  distributions  to  the  Hilli  Unitholders  when,  as  and  if  declared  by  us;  provided,  however,  that  no 
distributions may be made on the Hilli Common Units on any distribution date unless Series A Distributions (defined below) 
and Series B Distributions (defined below) for the most recently ended quarter and any accumulated Series A Distributions and 
Series B Distributions in arrears for any past quarter have been or contemporaneously are being paid or provided for.

Series A Special Units: 
The Series A Special Units rank senior to the Hilli Common Units and on par with the Series B Special Units. Upon termination 
of the LTA, Hilli LLC has a right to redeem the Series A Special Units from legally available funds at a redemption price of $1 
(per  Series  A  Special  Unit)  plus  any  unpaid  distributions.  There  are  no  conversion  features  on  the  Series  A  Special  Units. 
“Series A Distributions” reflect all incremental cash receipts by Hilli Corp during such quarter when Brent Crude prices rise 
above $60 per barrel with contractually defined adjustments. 

Series B Special Units: 
The Series B Special Units rank senior to the Hilli Common Units and on par with the Series A Special Units. There are no 
conversion or redemption features on the Series B Special Units. Incremental returns generated from future vessel expansion 
capacity (currently uncontracted and excluding the exercise of additional capacity under the existing LTA) include cash receipts 
and contractually defined adjustments. Of such vessel expansion capacity distributions (“Series B Distributions”):

•
•

holders of Series B Special Units are entitled to 95% of these distributions, and
holders of Hilli Common Units are entitled to 5% of these distributions.

Hilli Common Units: 
Distributions  attributable  to  Hilli  Common  Unitholders  are  not  declared  until  any  accumulated  Series  A  Special  Units  and 
Series B Special Units distributions have been paid. As discussed above, Hilli Common Unitholders are entitled to receive a pro 
rata share of 5% of the vessel expansion capacity distributions.  

F-29

Summarized financial information of Hilli LLC

The assets and liabilities of Hilli LLC  (1) that most significantly impacted our consolidated balance sheet as of December 31, 
2021 and 2020, are as follows:

(in thousands of $)
Balance sheet

Current assets

Non-current assets

Current liabilities

Non-current liabilities

2021

2020

157,643   

1,280,217   

(444,352)  

(270,371)  

65,629 

1,203,805 

(447,701) 

(345,058) 

(1) As Hilli LLC is the primary beneficiary of the Hilli Lessor VIE (see above) the Hilli LLC balances include the Hilli Lessor VIE.

The  most  significant  impacts  of  Hilli  LLC  VIE's  operations  on  our  consolidated  statements  of  operations  and  consolidated 
statements of cash flows, as of December 31, 2021 and 2020, are as follows:

(in thousands of $)
Statement of operations

Liquefaction services revenue

2021

2020

2019

221,020   

226,061   

218,096 

Realized and unrealized gain/(loss) on oil and gas derivative 
instruments

202,998   

(42,561)  

(26,001) 

Statement of cash flows

Net debt repayments

Net debt receipts

5.3

Gimi MS Corporation

(97,056)  

2,848   

(322,304)  

230,721   

(243,513) 

129,454 

In April 2019, Gimi MS Corporation (“Gimi MS”) entered into a Subscription Agreement with First FLNG Holdings, a wholly-
owned  subsidiary  of  Keppel  Asia  Infrastructure  Fund,  in  respect  to  First  FLNG  Holdings'  participation  in  a  30%  share  of 
FLNG Gimi. Gimi MS will construct, own and operate FLNG Gimi and First FLNG Holdings subscribed for 30% of the total 
issued ordinary share capital of Gimi MS for a subscription price equivalent to 30% of the estimated project cost. Under the 
Subscription  Agreement,  Gimi  MS  may  call  for  cash  from  the  shareholders  for  any  future  funding  requirements  and 
shareholders are required to contribute to such cash calls up to a defined cash call contribution. 

Concurrent with the closing of the sale of the common units, we have determined that (i) Gimi MS is a VIE, (ii) we are the 
primary beneficiary and retain sole control over the most significant activities and the greatest exposure to variability in residual 
returns and expected losses from the Gimi. Thus, Gimi MS continues to be consolidated into our financial statements.

Summarized financial information of Gimi MS

The assets and liabilities of Gimi MS that most significantly impacted our consolidated balance sheet as of December 31, 2021 
and 2020, are as follows:

(in thousands of $)
Balance sheet

Current assets

Non-current assets

Current liabilities

Non-current liabilities

Notes

2021

2020

18

7,107   

877,835   

(18,127)  

(389,244)  

15,505 

658,247 

(33,844) 

(277,932) 

F-30

 
 
 
 
 
 
 
 
 
 
 
 
The most significant impacts of Gimi MS VIE's operations on our consolidated statement of cash flows, as of December 31, 
2021 and 2020, are as follows:

(in thousands of $)
Statement of cash flows

Additions to asset under development

Financing costs paid

Net debt receipts

Proceeds from subscription of equity interest

6.

SEGMENT INFORMATION

2021

2020

2019

213,481   

(5,605)  

110,000   

25,403   

217,590   

(11,302)  

170,000   

11,081   

376,276 

(20,938) 

130,000 

115,246 

In January 2021, following the board of directors' approvals of the GMLP Merger and Hygo Merger (note 14), we determined 
that our share of the net earnings/(losses) in Golar Partners and Hygo and the respective carrying values of our equity method 
investments have to be presented as “Net income/(loss) from discontinued operations” and “Assets held for sale”, respectively. 
The disposal of our interest in Hygo signaled our exit from Power operations and we ceased to consider the Power operations as 
a reportable segment (as defined under U.S. GAAP) with effect from the first quarter of 2021. Consequently, management has 
therefore concluded that we provide and operate three distinct reportable segments as follows:

•

•

•

Shipping  –  This  segment  is  based  on  the  business  activities  of  the  transportation  of  LNG  carriers.  We  operate  and 
subsequently charter out LNG carriers on fixed terms to customers. 

FLNG – This segment is based on the business activities of FLNG vessels or projects. We convert LNG carriers into 
FLNG vessels and subsequently charter them out to customers. We currently have one operational FLNG, the Hilli, one 
undergoing conversion, the Gimi (note 18), and one LNG carrier earmarked for conversion, the Gandria. 

Corporate  and  other  –  This  segment  is  based  on  the  business  activities  of  vessel  management  and  administrative 
services and our corporate overhead costs.

A  reconciliation  of  net  income/(loss)  to  Adjusted  EBITDA  for  the  years  ended  December  31,  2021,  2020  and  2019  are  as 
follows:

(in thousands of $)

Net income/(loss)

Income taxes

Income/(loss) before income taxes

Depreciation and amortization
Impairment of long-term assets (1)
Unrealized (gain)/loss on oil and gas derivative instruments (note 8)

Other non-operating losses/(income), net

Interest income

Interest expense

(Gains)/losses on derivative instruments

Other financial items, net

Net (income)/losses from equity method investments

Net (income)/loss from discontinued operations 

Adjusted EBITDA

2021

2020

2019

560,615 

1,740 

562,355 

105,952 

— 

(179,891) 

361,928 

(139) 

55,163 

(24,348) 

759 

(1,080) 

(568,049) 

312,650 

(167,930) 

(122,375) 

981 

1,024 

(166,949) 

(121,351) 

107,923 

— 

45,100 

(5,682) 

(1,572) 

69,354 

52,423 

1,552 

538 

175,989 

278,676 

113,033 

42,098 

39,090 

— 

(10,479) 

103,124 

38,044 

5,522 

2,515 

43,284 

254,880 

(1) Impairment of long-term assets for the year ended December 31, 2019 include:

•

•

•

$34.3 million impairment charge on vessel and equipment associated with our LNG carrier, the LNG Croatia; 

$7.3 million impairment charge associated with our investment in OLT Offshore LNG Toscana S.P.A. (“OLT-O”); and

$0.5 million impairment charge in relation to our investment in Cool Company Ltd. 

F-31

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(in thousands of $)
Statement of Operations:

Total operating revenues

Vessel operating expenses
Voyage, charterhire and 
commission expenses, net
Administrative expenses (2)
Project development 
expenses
Realized gains on oil 
derivative instrument (note 8)  

Other operating income

Adjusted EBITDA

Net income/(losses) of equity 
method investments

Year Ended December 31, 2021
Total results 
from 
continuing 
operations

Corporate 
and other (1)

Results from 
Discontinued 
operations

Total

Shipping

FLNG

202,968   

(57,010)  

221,020   

(51,196)  

27,777   

451,765   

(12,119)  

(120,325)  

(10,340)  

(644)  

(600)  

(397)  

166   

(33,980)  

(10,774)  

(35,021)  

—   

—   

—   

—   

451,765 

(120,325) 

(10,774) 

(35,021) 

—   

—   

5,020   

(2,974)  

187   

(2,787)  

—   

(2,787) 

24,772   

—   

—   

—   

24,772   

5,020   

139,994   

190,625   

(17,969)  

312,650   

—   

—   

—   

24,772 

5,020 

312,650 

—   

—   

1,080   

1,080   

568,049   

569,129 

(1) Includes inter-segment eliminations arising from vessel and administrative management fees revenue between segments.

(2) Included within the “Corporate and other” “administrative expenses” is $0.5 million of redundancy costs from an overhead streamlining 

exercise following the completion of the Hygo and GMLP Merger Agreements (note 14).   

(in thousands of $)

Shipping

FLNG

Year Ended December 31, 2020

Corporate 
and other (1)

Total results 
from 
continuing 
operations

Results from 
Discontinued 
operations

Total

Statement of Operations:

Total operating revenues

Vessel operating expenses

Voyage, charterhire and 
commission expenses 
(including expenses from 
collaborative arrangement)

Administrative expenses
Project development 
expenses
Realized gains on oil 
derivative instrument (note 8)  

Other operating income/
(losses)

Adjusted EBITDA

Net income/(losses) from 
equity method investments

191,881   

(57,326)  

226,061   

(52,104)  

20,695   

438,637   

504   

(108,926)  

—   

—   

438,637 

(108,926) 

(12,634)  

(2,211)  

—   

—   

(1,672)  

(31,428)  

(12,634)  

(35,311)  

—   

—   

(12,634) 

(35,311) 

(112)  

(2,793)  

(5,986)  

(8,891)  

—   

(8,891) 

—   

2,539   

—   

2,539   

—   

2,539 

3,262   

—   

—   

3,262   

122,860   

172,031   

(16,215)  

278,676   

—   

—   

3,262 

278,676 

—   

—   

(538)  

(538)  

(175,989)  

(176,527) 

(1) Includes inter-segment eliminations arising from vessel and administrative management fees revenue between segments.

F-32

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Year Ended December 31, 2019

Shipping

FLNG

Corporate 
and other (1)

Total results 
from 
continuing 
operations

Results from 
Discontinued 
operations

Total

208,766   

(66,502)  

218,096   

(55,284)  

21,888   

448,750   

496   

(121,290)  

—   

—   

448,750 

(121,290) 

(38,053)  

(2,220)  

(788)  

(1,526)  

—   

(48,425)  

(38,841)  

(52,171)  

—   

—   

(38,841) 

(52,171) 

(964)  

(3,173)  

(853)  

(4,990)  

—   

(4,990) 

—   

13,089   

—   

13,089   

—   

13,089 

13,295   

(2,962)  

—   

10,333   

114,322   

167,452   

(26,894)  

254,880   

—   

—   

10,333 

254,880 

—   

—   

(2,515)  

(2,515)  

(43,284)  

(45,799) 

(in thousands of $)
Statement of Operations:

Total operating revenues

Vessel operating expenses

Voyage, charterhire and 
commission expenses 
(including expenses from 
collaborative arrangement)

Administrative expenses

Project development 
expenses

Realized gains on oil 
derivative instrument (note 8)  

Other operating income/
(losses)

Adjusted EBITDA

Net income/(losses) from 
equity method investments

(1) Includes inter-segment eliminations arising from vessel and administrative management fees revenue between segments.

Year Ended December 31, 2021

Shipping

FLNG

Corporate 
and other (1)

Segment 
assets from 
continuing 
operations

Assets held 
for sale

Total

(in thousands of $)
Balance sheet:

Total assets

Equity method investments

Capital expenditures

—   

—   

—   

52,215   

52,215   

219,582   

—   

219,582   

1,811,844   

2,314,342   

822,109   

4,948,295   

—   

—   

—   

4,948,295 

52,215 

219,582 

(1) Includes inter-segment eliminations arising from vessel and administrative management fees revenue between segments.

F-33

 
 
 
 
 
 
 
 
 
 
 
Year Ended December 31, 2020

Shipping 

FLNG

Corporate 
and other (1)

Segment 
assets from 
continuing 
operations

Assets held 
for sale (2)(3)

Total

1,870,819   

1,933,677   

241,967   

4,046,463   

267,766   

4,314,229 

(in thousands of $)

Balance sheet:

Total assets

Equity method investments

—   

—   

44,385   

44,385   

Capital expenditures

101,380   

223,999   

—   

325,379   

—   

—   

44,385 

325,379 

(1) Includes inter-segment eliminations arising from vessel and administrative management fees revenue between segments.

(2)  In  2020,  given  the  continued  suppression  of  Golar  Partners'  unit  price  and  the  significant  difference  between  the  carrying  value  of  our 
investment in Golar Partners and its fair value, we recognized an impairment charge of $135.9 million.. The fair value of our investment in 
Golar Partners was categorized within level 2 of the fair value hierarchy. 

(3) In 2020, we had capitalized interest costs on Hygo amounting to $1.9 million prior to the commencement of the Sergipe Power Plant.

Revenues from external customers
On  July  8,  2019,  following  the  exit  of  GasLog  from  the  Cool  Pool,  we  consolidated  the  Cool  Pool.  From  the  point  of 
consolidation, the Cool Pool ceased to be an external customer, and we no longer use a collaborative arrangement accounting. 
Consequently, we account for the gross revenue and voyage expenses relating to our vessels in the Cool Pool under “Time and 
voyage charter revenues” and “Voyage, charterhire and commission expenses”, respectively.

In the years ended December 31, 2021, 2020 and 2019, revenues from the following customers accounted for over 10% of our 
consolidated time and voyage charter and liquefaction revenues:

(in thousands of $)
Perenco and SNH (1)
An international major trading house

A European major trading house
The Cool Pool (2)

2021

2020

2019

221,020 

70,249 

21,557 

— 

 50 %  

226,061 

 54 %  

218,096 

 16 %  

 5 %  

 — %  

46,090 

43,536 

— 

 11 %  

 10 %  

 — %  

25,371 

8,908 

66,691 

 51 %

 6 %

 2 %

 16 %

(1) LTA with Perenco Cameroon S.A. (“Perenco”) and Société Nationale des Hydrocarbures (“SNH”), (together, the “Customer”) in relation 
to the Hilli (note 7). 

(2) The 2019 Cool Pool revenue of $66.7 million includes revenue of $23.4 million that is separately disclosed in the consolidated statements 
of operations as from a collaborative arrangement. The balance of $43.3 million was derived from Golar vessels operating within the Cool 
Pool and is included within the caption “Time and voyage charter revenues” in the consolidated statements of operations (note 28).

The revenue table above excludes vessel and other management fees from related parties (note 28). 

Geographic data
The following geographical data presents our revenues from customers and total assets with respect only to our FLNG, while 
operating  under  the  LTA,  in  Cameroon.  In  time  and  voyage  charters  for  LNG  carriers  (or  our  FSRU,  operating  as  a  LNG 
carrier),  the  charterer,  not  us,  controls  the  routes  of  our  vessels.  These  routes  can  be  worldwide  as  determined  by  the 
charterers. Accordingly, the chief operating decision makers do not evaluate our performance either according to customer or 
region.
geographical 

(in thousands of $)
Cameroon

Liquefaction services revenue

Total assets

2021

2020

2019

221,020 

226,061 

218,096 

  1,408,444 

  1,264,085 

  1,333,779 

F-34

 
 
 
 
 
 
 
 
 
 
7.

REVENUE

Contract assets arise when we render services in advance of receiving payment from our customers. Contract liabilities arise 
when the customer makes payments in advance of receiving the services. Changes in our contract balances during the period are 
as follows:

(in thousands of $)

Opening balance on January 1, 2021

Payments received for services billed in prior period

Services provided and billed in current period

Payments received for services billed in current period

Deferred commissioning period revenue

Closing balance on December 31, 2021

Contract assets (1) Contract liabilities (2)
(22,856) 
— 

26,780   
(26,780)  

235,526   

(213,748)  

—   

21,778   

— 

— 

4,120 

(18,736) 

(1) Relates to management fee revenue and liquefaction services revenue, see a) and b) below.

(2) Relates to liquefaction services revenue, see b) below.

a) Management fee revenue

By virtue of an agreement to offset intercompany balances entered into between us and our related parties, of our total contract 
asset  balances  above,  $1.0  million  and  $0.6  million  were  included  in  balance  sheet  line  item,  “Amounts  due  from  related 
parties” and “Amounts due to related parties”, respectively as at December 31, 2020 (note 28). Following the completion of the 
GMLP  Merger  and  Hygo  Merger,  the  agreement  to  offset  intercompany  balances  between  us  and  our  related  parties  have 
ceased (note 28). 

b) Liquefaction services revenue:

The Hilli is moored in close proximity to the Customer’s gasfields, providing liquefaction service capacity over the term of the 
LTA. The components of liquefaction services revenue are as follows:

(in thousands of $)
Base tolling fee (1)
Amortization of deferred commissioning period revenue (2)
Amortization of Day 1 gain (3)
Overproduction revenue (4)
Other

Total

Year Ended 
 December 31,

2021

2020

2019

204,501   

204,501   

204,501 

4,120   

9,712   

3,249   

(562)  

4,220   

9,950   

7,965   

(575)  

4,220 

9,950 

— 

(575) 

221,020   

226,061   

218,096 

(1) The LTA bills at a base rate in periods when the oil price is $60 or less per barrel (included in “Liquefaction services revenue” in the 
consolidated statements of operations), and at an increased rate when the oil price is greater than $60 per barrel (recognized as a derivative 
and  included  in  “Realized  and  unrealized  gain/(loss)  on  oil  and  gas  derivative  instruments”  in  the  consolidated  statements  of  operations, 
excluded from revenue and from the transaction price).

(2) Customer billing during the commissioning period, prior to vessel acceptance and commencement of the contract term, of $33.8 million is 
considered  an  upfront  payment  for  services.  These  amounts  billed  were  deferred  (included  in  “Other  current  liabilities”  and  “Other  non-
current  liabilities”  in  the  consolidated  balance  sheets)  and  recognized  as  part  of  “Liquefaction  services  revenue”  in  the  consolidated 
statements of operations evenly over the contract term.

(3)  The  Day  1  gain  was  established  when  the  oil  derivative  instrument  was  initially  recognized  in  December  2017  for  $79.6  million 
(recognized in “Other current liabilities” and “Other non-current liabilities” in the consolidated balance sheets). This amount is amortized and 
recognized as part of “Liquefaction services revenue” in the consolidated statements of operations evenly over the contract term.

(4) In 2020, we entered into an addendum to the LTA, wherein our Customer, agreed to compensate us for any production in excess of the 
base capacity set out in the LTA. This resulted in the recognition of overproduction revenues of $3.2 million and $8.0 million included in 
“Liquefaction services revenue” in the consolidated statements of operations for the years ended December 31, 2021 and 2020. 

F-35

 
 
 
 
 
 
 
 
 
 
 
 
We expect to recognize liquefaction services revenue related to the partially unsatisfied performance obligation at the reporting 
date evenly over the remaining contract term of 4.5 years, including the components of transaction price described above.

Hilli increased utilization

In  July  2021,  we  signed  an  agreement  with  the  Customer  to  increase  the  utilization  of  Hilli  (“the  Hilli  Extended  Capacity 
Agreement”). Commencing in January 2022, the capacity utilization of Hilli will increase by 200,000 tons of LNG, bringing 
total utilization in 2022 to 1.4 million tons (“2022 Incremental Capacity”). The tolling fee for the 2022 incremental capacity is 
to be linked to European gas prices at the Dutch Title Transfer Facility (“TTF”) (note 20 and 27). A day 1 gain was established 
when the gas derivative instrument was initially recognized in July 2021 for $28.6 million (recognized in “Other current assets” 
and “Other non-current liabilities” in the consolidated balance sheets) and will be recognized as part of “Liquefaction services 
revenue” in the consolidated statement of operations in 2022.

Under the Hilli Extended Capacity Agreement, the Customer was granted an option to increase capacity utilization of Hilli by 
up to 400,000 tons of LNG per year from January 2023 through to the end of the current contract term in 2026, which must be 
declared  during  the  third  quarter  of  2022  (“2023  Incremental  Option”).  This  has  the  potential  to  increase  total  annual  LNG 
production from Hilli to 1.6 million tons from January 2023 onwards.

8.

REALIZED AND UNREALIZED GAIN/(LOSS) ON OIL AND GAS DERIVATIVE INSTRUMENTS

The realized and unrealized gain/(loss) on the oil and gas derivative instruments comprise of the following:

(in thousands of $)

Realized gain on Hilli oil derivative instrument

Unrealized gain/(loss) on Hilli oil derivative instrument (note 20)

Unrealized gain on Hilli gas derivative instrument (note 16)

Unrealized mark-to-market adjustment for commodity swap derivatives 
(note 27)

Year Ended December 31,

2021

24,772   

126,940   

51,286   

1,665   

2020

2,539   

(45,100)  

—   

—   

2019

13,089 

(39,090) 

— 

— 

204,663   

(42,561)  

(26,001) 

The unrealized gain/(loss) on oil and gas derivative instruments results from movements in forecast oil, natural gas and Euro/
USD exchange rates, whereas the realized gain on oil derivative instrument results from monthly billings above the Hilli base 
tolling fee under the LTA. 

9.

OTHER NON-OPERATING INCOME/(LOSSES)

Other non-operating income/(losses), net comprise of the following:

(in thousands of $)

Unrealized mark-to-market loss on our investment in listed equity securities (note 14 and 27)

UK tax lease settlement contingent liability (note 29)

Dividend income from our investment in listed equity securities

Gain on disposal of the LNG Croatia (note 18)

2021

295,777 

71,739 

(5,588)   

— 

361,928 

2020

— 

— 

— 

5,682 

5,682 

F-36

 
 
 
 
 
 
 
 
 
 
 
 
 
 
10.

GAINS/(LOSSES) ON DERIVATIVE INSTRUMENTS AND OTHER FINANCIAL ITEMS, NET

Gains/(losses) on derivative instruments includes:

(in thousands of $)

Mark-to-market adjustment for interest rate swap derivatives (note 27)

Mark-to-market adjustment for foreign exchange swap derivatives (note 27)

Interest (expense)/income on undesignated interest rate swaps (note 27)

Mark-to-market adjustment for equity derivatives (note 27)

2021

27,016 

240 

(2,908)   

— 

2020

2019

(38,601)   

(16,485) 

(2,556)   

(6,215)   

(5,051)   

2,568 

6,351 

(30,478) 

(38,044) 

24,348 

(52,423)   

Other financial items, net includes:

(in thousands of $)

Amortization of debt guarantee (note 28)

Financing arrangement fees and other costs

Foreign exchange loss on operations

Other

11.

INCOME TAXES

The components of income tax expense are as follows:

(in thousands of $)

Current tax expense

Deferred tax expense

Total income tax expense

2021

2,569 

2020

4,111 

2019

1,242 

(2,341)   

(2,138)   

(5,735) 

(465)   

(522)   

(759)   

(3,221)   

(304)   

(902) 

(127) 

(1,552)   

(5,522) 

Year ended December 31

2021

(1,746)   

6 

(1,740)   

2020

(809)   

(172)   

(981)   

2019

(906) 

(118) 

(1,024) 

The income taxes for the years ended December 31, 2021, 2020 and 2019 differed from the amount computed by applying the 
Bermuda statutory income tax rate of 0% as follows:

(in thousands of $)

Effect of movement in deferred tax balances

Effect of adjustments in respect of current tax in prior periods

Effect of taxable income in various countries
Total tax expense

Jurisdictions open to examination

Year ended December 31

2021

6 

(224)   

(1,522)   
(1,740)   

2020

(172)   

(37)   

(772)   
(981)   

2019

(118) 

(86) 

(820) 
(1,024) 

The earliest tax years that remain subject to examination by the major taxable jurisdictions in which we operate are: 2020 (UK) 
and 2017 (Norway).

Deferred taxes

Deferred income taxes reflect the impact of temporary differences between the amount of assets and liabilities recognized for 
financial reporting purposes and such amounts recognized for tax purposes and pensions. 

As of December 31, 2021, we have a deferred tax liability of $0.6 million (2020: $0.6 million).

F-37

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
12.

EARNINGS/(LOSS) PER SHARE

Basic  earnings/(loss)  per  share  (“EPS”)  is  calculated  with  reference  to  the  weighted  average  number  of  common  shares 
outstanding during the year. 

The components of the numerator for the calculation of basic and diluted EPS are as follows:

(in thousands of $)

2021

2020

2019

Net loss attributable to Golar LNG Ltd stockholders from continuing 
operations - basic and diluted

(154,198)   

(97,568)   

(168,672) 

Net income/(loss) from discontinued operations - basic and diluted

568,049 

(175,989)   

(43,284) 

The components of the denominator for the calculation of basic and diluted EPS are as follows:

(in thousands)

Basic and diluted loss per share:

2021

2020

2019

Weighted average number of common shares outstanding

108,208 

96,983 

100,659 

EPS are as follows:

Basic and diluted EPS from continuing operations (1)
Basic and diluted EPS from discontinued operations

2021

(1.43)  $ 

5.25  $ 

2020

(1.01)  $ 

(1.81)  $ 

2019

(1.68) 

(0.43) 

$ 

$ 

(1) The effects of stock awards and convertible bonds have been excluded from the calculation of diluted EPS for each of the years ended 
December 31, 2021, 2020 and 2019 because the effects were anti-dilutive.

13.

OPERATING LEASES

Rental income

The minimum contractual future revenues to be received on time charters in respect of our vessels as of December 31, 2021, 
were as follows:

Year ending December 31

(in thousands of $)

2022

2023

2024

2025
2026 and thereafter

Total minimum contractual future revenues

173,829 

55,785 

34,322 

22,174 
22,807 

308,917 

The cost and accumulated depreciation of vessels leased to third parties at December 31, 2021 and 2020 were $2,149.0 million 
and $2,149.1 million; and $413.0 million and $356.0 million, respectively. With the exception of the Hilli which has a carrying 
value of $1,119.2 million as of December 31, 2021 and 2020. In April 2022, we consummated the Vessel Sale and Purchase 
Agreement (the “Vessel SPA”) with Cool Company Ltd (“Cool Co”) resulting to the disposal of eight of our vessels (note 30).

F-38

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
The components of operating lease income were as follows:

(in thousands of $)
Operating lease income(1)
Variable lease income (1) (2)

Total operating lease income

2021

2020

2019

185,318   

186,706   

123,292 

17,650   

5,175   

18,783 

202,968   

191,881   

142,075 

(1) “Total operating lease income” is included in the income statement line-item “Time and voyage charter revenues”. During the year ended 
December 31, 2021 and 2020, we chartered in an external vessel and recognized $0.9 million and $4.6 million of operating lease income, 
respectively and $2.6 million of variable lease income for the year ended December 31, 2021. No similar external vessel was chartered for the 
year ended December 31, 2019.

(2) “Variable lease income” is excluded from lease payments that comprise the minimum contractual future revenues from non-cancellable 
operating leases.

Rental expense

We lease certain office premises, equipment on-board our fleet of vessels and service boats supporting the Hilli under operating 
leases.  Many  lease  agreements  include  one  or  more  options  to  renew.  We  will  include  these  renewal  options  when  we  are 
reasonably certain that we will exercise the option. The exercise of these lease renewal options is at our discretion.  

Variable lease cost relates to certain of our lease agreements which include payments that vary. These are primarily generated 
from  service  charges  related  to  our  usage  of  office  premises,  usage  charges  for  equipment  on-board  our  fleet  of  vessels, 
adjustments for inflation, and fuel consumption for the rental of service boats supporting the Hilli.

The components of operating lease cost were as follows:

(in thousands of $)
Operating lease cost (1)
Variable lease cost (2)
Total operating lease cost

2021

9,628   

1,621   

2020

8,951   

4,000   

11,249   

12,951   

2019

5,603 

2,983 

8,586 

(1)  “Operating  lease  cost”  includes  short-term  lease  cost.  During  the  year  ended  December  31,  2021  and  2020,  we  sub-chartered  out  an 
external  vessel  and  recognized  $3.0  million  and  $3.8  million  of  cost  respectively,  presented  in  the  income  statement  line-item  “Voyage, 
charterhire and commission expense”. No similar external vessel was chartered for the year ended December 31, 2019.

(2) “Variable lease cost” is excluded from lease payments that comprise the operating lease liability.

Total  operating  lease  cost  is  included  in  the  income  statement  line-items  “Vessel  operating  expenses”  and  “Administrative 
expenses”.

As of December 31, 2021 and 2020 the right-of-use assets recognized by Golar as a lessee in various operating leases amounted 
to $11.0 million and $14.6 million respectively (note 20).

Our weighted average remaining lease term for our operating leases is 5.0 years. Our weighted-average discount rate applied for 
the majority of our operating leases is 5.5%.

F-39

 
 
 
 
 
 
The maturity of our lease liabilities is as follows:

Year ending December 31

(in thousands of $)

2022

2023

2024

2025

2026 and thereafter

Total minimum lease payments

3,838 

2,051 

1,589 

1,725 

2,528 

11,731 

Total rental expense for operating leases was $11.2 million, $13.0 million and $8.6 million for the years ended December 31, 
2021, 2020 and 2019, respectively.

14.

DISCONTINUED OPERATIONS

Golar Partners

Golar Partners is an owner and operator of FSRUs and LNG carriers and we had previously accounted for all our investments 
(Common  Units,  GP  Units  and  incentive  distribution  rights  (“IDRs”))  in  Golar  Partners  under  the  equity  method  since  the 
deconsolidation of Golar Partners in December 2012.

On April 15, 2021, we completed the Agreement and Plan of Merger (the “GMLP Merger Agreement”) with NFE, Golar GP 
LLC, the general partner of Golar Partners (the “General Partner”), Lobos Acquisition LLC, a limited liability company and a 
wholly-owned subsidiary of NFE (“GMLP Merger Sub”), and NFE International Holdings Limited, a private limited company 
and a wholly-owned subsidiary of NFE (“GP Buyer”). GMLP Merger Sub merged with and into Golar Partners (the “GMLP 
Merger”), with Golar Partners surviving the GMLP Merger as a wholly-owned subsidiary of NFE. Under the GMLP Merger 
Agreement, NFE acquired all the outstanding common units of Golar Partners for $3.55 per unit in cash. Concurrently with the 
completion  of  the  GMLP  merger,  the  IDRs  of  Golar  Partners  owned  by  us  were  cancelled  and  ceased  to  exist,  and  no 
consideration was paid to us in respect thereof. 

Hygo

Hygo was a joint venture with private equity firm Stonepeak and owned a 50% interest in Centrais Eléctricas de Sergipe S.A. 
(“CELSE”), which operates the Sergipe Power Plant. We had previously considered Hygo and its subsidiaries as our affiliates 
and accordingly accounted for our investment in Hygo under the equity method of accounting since the formation of the joint 
venture in 2016. 

On April 15, 2021, we also completed the Agreement and Plan of Merger (the “Hygo Merger Agreement”) with NFE, Hygo, 
Stonepeak Infrastructure Fund II Cayman (G) Ltd., a fund managed by Stonepeak, and Lobos Acquisition Ltd., a wholly-owned 
subsidiary of NFE (“Hygo Merger Sub”), pursuant to which, on April 15, 2021, Hygo Merger Sub merged with and into Hygo 
(the  “Hygo  Merger”),  with  Hygo  surviving  the  Hygo  Merger  as  a  wholly  owned  subsidiary  of  NFE.  Under  the  terms  of  the 
Hygo Merger Agreement, NFE acquired all the outstanding shares of Hygo for 31,372,549 Class A NFE common shares and 
$580 million in cash of which we received consideration of $50 million in cash and 18,627,451 NFE Shares.

F-40

 
 
 
 
 
 
 
Gain on disposal of Golar Partners and Hygo

Gain on disposal of our equity accounted investments in Golar Partners and Hygo to NFE is determined as follows:

(in thousands of $)
Consideration received from NFE (1)(2)
Carrying value of disposed equity method investments(3)
Realized accumulated comprehensive losses on disposal of equity method investment
Others (4)
Gain on disposal

876,277 

(257,270) 

(43,380) 

(686) 

574,941 

(1)  Consideration  received  from  NFE  comprised  of  (i)  $75.7  million  and  $5.1  million  in  cash  as  consideration  for  our  21,333,586  Golar 
Partners common units and the 2% general partner units of Golar Partners respectively, which is equivalent to $3.55 per unit on the closing of 
the GMLP Merger. Concurrently, the IDRs of Golar Partners owned by us were cancelled, ceased to exist with no consideration paid; and (ii) 
$50.0 million cash and $745.4 million as the fair value of NFE Shares on closing of the Hygo Merger.

(2) On closing of the Hygo Merger, consideration received include $50 million in cash and 18,627,451 NFE Shares. The NFE Shares had a 
closing price of $44.65 on April 15, 2021, however these shares bore a restricted legend which became freely tradable from October 16, 2021. 
We have considered this restriction to be a characteristic of the instrument and have adjusted the fair value of our investment to reflect the 
effect of this restriction. To reflect the lack of marketability of the NFE Shares during its holding period, we applied a discount of 10.37%, 
using  the  average  of  several  option  pricing  valuation  models.  This  resulted  in  a  fair  value  of  $745.4  million  at  April  15,  2021.  The  key 
assumptions  used  in  the  option  pricing  model  include  dividend  yield,  equity  volatility  and  equity  beta  relating  to  the  NFE  Shares,  market 
volatility and equity market risk premium. 

As of December 31, 2021, NFE's closing share price of $24.14 resulted in a fair value of $449.7 million and a total unrealized mark-to-market 
loss of $295.8 million, presented within the income statement line-item “Other non-operating losses, net” (note 9). 

(3)  The  carrying  value  of  our  equity  method  investments  at  the  date  of  disposal  were  made  up  of  (i)  $267.8  million  book  value  as  of 
December 31, 2020; (ii) $6.9 million share in net losses from our equity method investments' operations for the period from January 1, 2021 
to April 15, 2021; (iii) $3.1 million of other comprehensive loss for the period from January 1, 2021 to April 15, 2021; and (iv) $0.5 million 
of dividends received.

(4)  Others  comprised  of  fees  incurred  in  relation  to  the  disposal  of  our  equity  method  investments  and  the  release  of  our  tax  indemnity 
guarantee liability to Golar Partners of $2.8 million and $2.1 million, respectively.

Net income/(loss) from discontinued operations

The net income/(loss) from discontinued operations for the period ended April 15, 2021 and the year ended December 31, 2020, 
are as follows:

(in thousands of $)
Share of net earnings/(losses) of Golar Partners (1)
Share of net losses of Hygo (1)
Loss from discontinued operations (1)
Gain on disposal of equity method investments

Net income/(loss) from discontinued operations

(1) For the period ended April 15, 2021.

Year ended December 31

2021

8,116   

(15,008)  

(6,892)  

574,941   

568,049   

2020

(136,832)  

(39,157)  

(175,989)  

—   

(175,989)  

2019

(20,050) 

(23,234) 

(43,284) 

— 

(43,284) 

F-41

 
 
 
 
 
 
 
 
 
 
The summarized financial information of Golar Partners and Hygo shown on a 100% basis are as follows: 

(in thousands of $)

April 15, 2021

December 31, 2020

Balance Sheet

Current assets

Non-current assets

Current liabilities

Non-current liabilities

Non-controlling interests

Statement of Operations

Revenue
Net income/(loss)(1)

Golar 
Partners

Hygo

Golar 
Partners

Hygo

85,738   

97,509   

146,821   

1,742,835   

949,265   

1,880,840   

109,596 

917,976 

(1,152,473)  

(144,146)  

(832,277)  

(97,245) 

(17,965)  

(461,291)  

(570,063)  

(453,278) 

(82,339)  

(15,250)  

82,112   

13,557 

78,389   

13,749   

284,734   

47,295 

28,952   

(110,735)  

18,077   

(61,859) 

(1) Net loss for Hygo for the period ended April 15, 2021 includes the management incentive scheme (“MIS”) of $83.7 million which is not reflected in our 
share of net losses of Hygo as the MIS was reimbursed by Stonepeak. 

Golar Partners and Hygo Post-Merger Services Agreements

Upon completion of the GMLP Merger and the Hygo Merger, we entered into certain transition services agreements, corporate 
services  agreements,  ship  management  agreements  and  omnibus  agreements  with  Golar  Partners,  Hygo  and  NFE.  These 
agreements  replaced  the  previous  management  and  administrative  services  agreements,  ship  management  agreements  and 
guarantees that Golar provided to Golar Partners and Hygo. 

Hygo

Under  the  indemnity  agreement,  we  and  Stonepeak  have  agreed  on  a  several  (but  not  joint)  basis  (i)  to  indemnify  Hygo  in 
respect of its obligations under its guarantee of certain obligations related to CELSE (such indemnity not to exceed $3 million) 
and (ii) in connection therewith, to procure the delivery of a letter of credit with a face value of $1.5 million (note 15). Under 
the Hygo omnibus agreement, Golar agreed to guarantee the certain obligations of the sale leaseback arrangements in respect of 
the  Golar  Celsius,  Golar  Penguin  and  Golar  Nanook.  We  and  Stonepeak,  agreed  to  severally  indemnify  NFE  Brazil,  NFE, 
Merger Sub and each of their respective affiliates and representatives, from and against any and all losses, damages, liabilities, 
costs,  charges,  fees,  expenses,  taxes,  disbursements,  actions,  penalties,  proceedings,  claims  and  demands  or  other  liabilities 
related to certain taxes imposed by government authorities. 

Golar Partners

Under the omnibus agreement, Golar agreed to guarantee the certain obligations of the charters of the Methane Princess, Golar 
Winter, Golar Eskimo, NR Satu and maintain (i) our several guarantee in respect of the Hilli bareboat charter in accordance with 
the  terms  of  the  Hilli  bareboat  charter  and  (ii)  the  guarantee  dated  November  29,  2016  in  favor  of  Standard  Chartered  Bank 
(“SCB”) issued pursuant to the facility letter between SCB and Golar Hilli Corporation. We have also agreed to maintain the 
indemnification  for  certain  costs  incurred  in  Hilli  operations  until  August  14,  2025,  when  these  costs  exceed  a  contractual 
ceiling, capped at $20 million.

We shall comply with all covenants and terms, including provision of covenants compliance reports, if required. We shall also  
indemnify, defend and hold harmless NFE and each of its affiliates from and against all losses, liabilities, damages, costs and 
expenses of every kind and nature, reasonable attorneys’ fees and expert's fees arising in connection with our failure to comply 
with the foregoing. The maximum potential exposure in respect of the guarantees issued by the Company is not known as these 
matters cannot be absolutely determined. The likelihood of triggering the guarantees is remote based on our past performance. 

F-42

 
 
 
 
 
 
 
For the period from April 15, 2021 to December 31, 2021, we:

•

•
•

•

declared distributions on Hilli LLC totaling $21.2 million with respect to the Hilli LLC common units owned by Golar 
Partners and accounted for $0.1 million of Hilli costs indemnification;
incurred pool net expenses from other participants in the pooling arrangement totaling $2.5 million;
earned ship management and administrative services fees from Golar Partners and Hygo amounting to $10.0 million; 
and
earned charter and debt guarantee fees from Golar Partners and Hygo amounting to $1.4 million. As of December 31, 
2021, we guaranteed $387.3 million of Hygo's gross long-term debt obligations. 

15.

RESTRICTED CASH AND SHORT-TERM DEPOSITS

Our restricted cash and short-term deposits balances are as follows:

(in thousands of $)
Restricted cash in relation to the Hilli (1)
Restricted cash and short-term deposits held by lessor VIEs (2)
Restricted cash in relation to liability for UK tax leases (3)
Restricted cash relating to sale of LNG Croatia (4)
Restricted cash related to Hygo performance guarantee (5)
Restricted cash relating to office lease
Restricted cash relating to the $1.125 billion debt facility (6)
Restricted cash relating to interest rate swaps (7)
Restricted cash relating to disposal of LNG Croatia (8)
Total restricted cash and short-term deposits

2021

60,720 

59,230 

16,000 

11,328 

1,500 

782 

605 

— 

— 

150,165 

2020

77,212 

36,875 

— 

— 

— 

868 

2,615 

8,864 

36,747 

163,181 

Less: Amounts included in current restricted cash and short-term deposits

Long-term restricted cash

(77,337)   

(100,361) 

72,828 

62,820 

(1) In November 2015, in connection with the issuance of a $400 million letter of credit (“LC”) by a financial institution to our project partner 
involved in the Hilli FLNG project, we posted an initial cash collateral sum of $305.0 million to support the Hilli performance guarantee. 
Under  the  provisions  of  the  $400  million  LC,  the  terms  allow  for  a  stepped  reduction  in  the  value  of  the  guarantee  over  time  and  thus,  a 
concurrent  reduction  in  the  cash  collateral  requirements.  In  May  2021,  following  the  achievement  of  the  3.6  million  tonnes  of  LNG 
production milestone, the LC was reduced to $100 million and the cash collateral to $60.7 million.

In November 2016, after certain conditions precedent were satisfied by the Company, the LC required in accordance with the signed LTA was 
re-issued and, with an initial expiry date of December 31, 2018, the LC automatically extends, on an annual basis, until the tenth anniversary 
of the acceptance date of the Hilli by the charterer, unless the bank should exercise its option to exit from this arrangement by giving three 
months' notice prior to the annual renewal date.

(2) These are amounts held by lessor VIE entities that we are required to consolidate under U.S. GAAP into our financial statements as VIEs 
(note 5).

(3)  The  lessor  for  the  six  UK  leases  has  a  first  priority  security  interest  in  relation  to  the  Golar  Gandria  and  second  priority  interests  in 
relation to the Golar Tundra and the Golar Frost and a collateral of $16.0 million (note 29).

(4) In connection with the Operation & Maintenance Agreement (“LNG Hrvatska O&M Agreement”) that we entered with LNG Hrvatska 
d.o.o. to operate and maintain the FSRU, LNG Croatia, we are required to hold a performance guarantee of €9.3 million and $1.3 million, 
which will remain restricted throughout the 10-year O&M Agreement term.

(5) In connection with the disposal of Hygo, we provided a $1.5 million performance guarantee to the senior lenders of CELSE to enable the 
lenders to waive their requirement for consent in the event of a change of control and extend the technical completion date. The guarantee 
expired in January 2022.

(6)  At  December  31,  2021,  the  remaining  balance  in  the  $1.125  billion  facility  only  relates  to  the  Golar  Frost  amounting  to 
$54.7 million with a cash collateral of $0.6 million.

(7) This refers to the collateral required by certain banks for some of our interest rate swaps that have a credit arrangement which requires us 
to provide cash collateral when the market value of the instrument falls below a specified threshold.

F-43

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(8) In December 2020, as part of the sale of LNG Croatia, $36.7 million (€30.0 million) was required to be held in an escrow account and was 
subsequently released 30 days post-acceptance of the vessel (note 18). 

Restricted cash does not include minimum consolidated cash balances of $50.0 million (note 21) required to be maintained as 
part of the financial covenants for our loan facilities, as these amounts are included in “Cash and cash equivalents”.

16.

OTHER CURRENT ASSETS

Other current assets consists of the following:

(in thousands of $)
Investment in listed equity securities (1)
Gas derivative instrument (note 27)
TTF swap collateral (2)
Prepaid expenses

Mark-to-market asset on TTF swap (note 27)

Other receivables

2021

450,225 

79,578 

6,940 

3,567 

1,753 

3,801 

545,864 

2020

— 

— 

— 

2,391 

— 

6,291 

8,682 

(1) “Investment in listed equity securities” is comprised of our 18.6 million NFE Shares (note 14 and 27), and associated dividend receivable 
from these shares, amounting to $449.7 million and $0.6 million, respectively. Dividend receivable is included in the income statement 
line-item “Other non-operating losses, net”.

(2) TTF swap collateral relates to the amount required by the swap counterparty, held at measurement date, reactive to the daily fluctuations 
of the market value of the financial instrument. 

17.

EQUITY METHOD INVESTMENTS

On April 15, 2021 we completed the GMLP and Hygo Mergers and retrospectively presented our share of earnings/(losses) in 
Golar  Partners  and  Hygo,  and  the  associated  carrying  values  of  our  equity  accounted  investments  as  net  income/(loss)  from 
discontinued operations (note 14). 

At December 31, 2021 and 2020, we have the following participation in investments that are recorded using the equity method:

Egyptian Company for Gas Services S.A.E (“ECGS”)

Avenir LNG Limited (“Avenir”)

2021

 50.0 %

 23.5 %

2020

 50.0 %

 23.1 %

The carrying amounts of our investments in our equity method investments as at December 31, 2021 and 2020 are as follows:

(in thousands of $)

Avenir

ECGS

Total equity method investments

The components of our equity method investments are as follows:

(in thousands of $)

Balance as of January 1

Additions

Capitalized interest

Net income/(losses) from equity method investments 

Balance as at December 31

F-44

2021

47,913 

4,302 

52,215 

2021

44,385 

6,750 

— 

1,080 

52,215

2020

39,984 

4,401 

44,385 

2020

32,816 

11,250 

857 

(538) 

44,385

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
ECGS

In December 2005, we entered into an agreement with the Egyptian Natural Gas Holding Company and HK Petroleum Services 
to  establish  a  jointly  owned  company,  ECGS,  to  develop  operations  in  Egypt,  particularly  in  hydrocarbon  and  LNG  related 
areas.  

In March 2006, we acquired 0.5 million common shares in ECGS at a subscription price of $1 per share. This represents a 50% 
interest in the voting rights of ECGS and, in December 2011, ECGS called up its remaining share capital amounting to $7.5 
million. Of this, we paid $3.75 million to maintain our 50% equity interest. ECGS does not have quoted market price because 
the company is not publicly traded. 

As ECGS is jointly owned and operated, we have adopted the equity method of accounting for our 50% investment in ECGS, as 
we consider we have joint control. 

Avenir

In  October  2018,  Golar,  Stolt-Nielsen  Ltd,  (“Stolt-Nielsen”),  Höegh  LNG  Holdings  Limited  (“Höegh”)  entered  into  a  joint 
$182.0  million  investment  in  Avenir.  Golar  had  contributed  $24.8  million  in  exchange  for  an  initial  shareholding  of  25%  of 
Avenir. The other shareholders, Höegh and Stolt-Nielsen held initial shareholdings of 25% and 50%, respectively. In November 
2018, Avenir announced a private placement of 110 million new shares at a par value price of $1.00 per share. Stolt-Nielsen, 
Golar  and  Höegh  subscribed  for  49.5  million,  24.75  million  and  24.75  million  shares,  respectively.  Institutional  and  other 
professional  investors  had  subscribed  for  the  remaining  11  million  shares.  The  ownership  of  Avenir  held  by  Stolt-Nielsen, 
Golar and Höegh after the placement was diluted to 45%, 22.5% and 22.5%, respectively. 

In  March  2020,  Avenir  issued  an  equity  shortfall  notice  of  $45.0  million  which  was  funded  through  issuance  of  additional 
shares at a par value of $1.00 per share. As of December 31, 2021, we had fully injected our committed equity of $18.0 million 
to Avenir, bringing our total contribution to Avenir of $42.75 million, representing 23.5% ownership. 

Interest  costs  capitalized  on  the  investment  in  Avenir  for  the  years  ended  December  31,  2021  and  2020,  were  $nil  and 
$0.9 million respectively.

18.

ASSET UNDER DEVELOPMENT

(in thousands of $)

As of January 1

Additions

Transfer from vessels and equipment, net (note 19)
Transfer from other non-current assets (1)
Interest costs capitalized
Disposal of LNG Croatia

As of December 31

2021

2020

658,247   

434,248 

178,377   

283,927 

—   
—   

77,172 
16,213 

41,214   
—   

34,296 
(187,609) 

877,838   

658,247 

(1) In January 2020, the net book value of LNG Croatia was classified to asset under development as well as the associated long lead items of 
$16.2 million, following her entry to the shipyard for FSRU conversion.

Gimi FLNG conversion

In  February  2019,  we  entered  into  a  Lease  and  Operate  Agreement  (“LOA”)  with  BP  for  the  employment  of  a  FLNG  unit, 
Gimi,  after  conversion  to  an  FLNG  for  a  term  of  20  years.  In  April  2019,  we  completed  the  sale  of  30%  of  the  total  issued 
ordinary share capital of Gimi MS to First FLNG Holdings. In October 2020, we announced that we had confirmed a revised 
project  schedule  with  BP  which  extended  the  target  connection  date  by  11  months  to  2023.  The  conversion  cost  including 
financing cost is approximately $1.6 billion of which $700 million is funded by the Gimi facility (note 21). 

F-45

 
 
 
 
 
 
 
As of December 31, 2021, the estimated timing of the outstanding payments in connection with the Gimi FLNG conversion are 
follows:
as 

(in thousands of $)

Period ending December 31,

2022

2023

2024

LNG Croatia FSRU conversion

372,792 

285,358 

57,346 

715,496 

In March 2019, we entered into agreements with LNG Hrvatska relating to the conversion and subsequent sale of the converted 
carrier LNG Croatia into a FSRU. In January 2020, LNG Croatia entered the yard for conversion. Concurrently, we entered 
into a sale and leaseback agreement with CSSC to fund the FSRU conversion and had drawn down $124.7 million during 2020.  
In  addition,  we  also  entered  into  the  LNG  Hrvatska  O&M  Agreement  in  relation  to  the  converted  FSRU  LNG  Croatia  for  a 
minimum  of  10  years,  with  renewal  options.  In  December  2020,  upon  acceptance  of  the  converted  FSRU  LNG  Croatia,  we 
repurchased the vessel and settled in full our sale and leaseback obligations with CSSC.

The  table  below  shows  the  gain  on  disposal  of  the  LNG  Croatia  recognized  in  December  2020  under  “Other  non-operating 
income”:

(in thousands of $)

Cash consideration received

Carrying value of converted vessel, LNG Croatia

Gain on disposal

19.

VESSELS AND EQUIPMENT, NET

2020

193,291 

(187,609) 

5,682 

(in thousands of $)

Cost

As of January 1

Additions
Write-offs (1)
As of December 31

Year Ended December 31, 2021

Vessels and 
equipment

Mooring 
equipment

Deferred 
Drydocking 
expenditure

Office 
equipment 
and fittings

Total

3,298,854   

45,771   

137,951   

8,166   

3,490,742 

—   

(87)  

—   

—   

—   

—   

87   

(96)  

87 

(183) 

3,298,767   

45,771   

137,951   

8,157   

3,490,646 

Depreciation, amortization and impairment

As of January 1
Charge for the year (2)
Write-offs (1)
As of December 31

(465,206)  

(14,820)  

(86,238)  

(5,543)  

87   

—   

(23,014)  

(12,587)  

—   

(4,629)  

(1,118)  

96   

(507,669) 

(105,486) 

183 

(551,357)  

(20,363)  

(35,601)  

(5,651)  

(612,972) 

Net book value as at December 31, 2021

2,747,410   

25,408   

102,350   

2,506   

2,877,674 

F-46

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(in thousands of $)

Cost

As of January 1

Additions
Transfer to asset under development (3)
Write-offs (1)
As of December 31

Year Ended December 31, 2020

Vessels and 
equipment

Mooring 
equipment

Deferred 
Drydocking 
expenditure

Office 
equipment 
and fittings

Total

3,429,317   

45,771   

140,738   

8,398   

3,624,224 

3,282   

(127,620)  

(6,125)  

—   

—   

—   

3,713   

—   

(6,500)  

161   

—   

(393)  

7,156 

(127,620) 

(13,018) 

3,298,854   

45,771   

137,951   

8,166   

3,490,742 

Depreciation, amortization and impairment

As of January 1

Charge for the year
Transfer to asset under development (3)
Write-offs (1)
As of December 31

(434,396)  

(87,383)  

50,448   

6,125   

(9,106)  

(5,714)  

—   

—   

(16,434)  

(13,080)  

—   

6,500   

(3,739)  

(1,283)  

—   

393   

(463,675) 

(107,460) 

50,448 

13,018 

(465,206)  

(14,820)  

(23,014)  

(4,629)  

(507,669) 

Net book value as at December 31, 2020

2,833,648   

30,951   

114,937   

3,537   

2,983,073 

(1) Write-offs relates to fully depreciated or fully amortized assets.

(2)  Depreciation  and  amortization  charge  for  the  years  ended  December  31,  2021  and  2020,  excludes  $0.5  million  and,  $0.5  million 
respectively, of amortization charges in relation to the Cameroon License fee.

(3)  Relates  to  the  reclassification  of  LNG  Croatia's  carrying  value  and  associated  accumulated  depreciation  to  “Asset  under 
development” (note 18).

The  following  table  presents  the  market  values  and  carrying  values  of  our  vessels  that  we  have  determined  to  have  market 
values that are less than their carrying values as of December 31, 2021. However, based on the estimated future undiscounted 
cash flows of these vessels, which are significantly greater than the respective carrying values, no impairment was recognized.

(in millions of $)
Vessel

Golar Arctic

Golar Bear

Golar Crystal
Golar Frost

Golar Glacier

Golar Ice

Golar Kelvin

Golar Seal

Golar Snow

2021 Market value (1)
42.0

156.0

155.5
156.5

158.0

160.8

160.3

153.3

161.8

2021 Carrying value

123.2

172.8

167.8
175.8

172.0

179.2

173.5

163.0

179.2

Deficit

(81.2)

(16.8)

(12.3)
(19.3)

(14.0)

(18.4)

(13.2)

(9.7)

(17.4)

(1) Market values are determined using reference to average broker values provided by independent brokers. Broker values are considered an 
estimate  of  the  market  value  for  the  purpose  of  determining  whether  an  impairment  trigger  exists.  Broker  values  are  commonly  used  and 
accepted  by  our  lenders  in  relation  to  determining  compliance  with  relevant  covenants  in  applicable  credit  facilities  for  the  purpose  of 
assessing security quality.

Since vessel values can be volatile, our estimates of market value may not be indicative of either the current or future prices we could obtain 
if  we  sold  any  of  the  vessels.  In  addition,  the  determination  of  estimated  market  values  may  involve  considerable  judgment,  given  the 
illiquidity of the second-hand markets for these types of vessels.

F-47

 
 
 
 
 
 
 
 
 
 
 
20.

OTHER NON-CURRENT ASSETS

Other non-current assets comprised of the following:

(in thousands of $)
Oil derivative instrument (note 27)
Operating lease right-of-use-assets (1)
Other non-current assets (2)

2021

127,480 

10,991 

3,672 

142,143 

2020

540 

14,642 

12,729 

27,911 

(1) Operating lease right-of-use-assets mainly comprise of our office leases. 

(2) Included in “other non-current assets” for the year ended December 31, 2020 was the compensation of the debt guarantees provided to 
Hygo  of  $8.1  million.  Following  the  completion  of  the  Hygo  Merger,  the  debt  guarantees  were  terminated  and  replaced  with  a  transition 
services agreement (note 14).

21.

DEBT

(in thousands of $)

Total debt, net of deferred finance charges

Less: Current portion of long-term debt and short-term debt

Long-term debt

2021

2020

(2,409,801)   

(2,350,782) 

1,051,582 

982,845 

(1,358,219)   

(1,367,937) 

The outstanding debt, gross of deferred finance charges, as of December 31, 2021 is repayable as follows:

Year ending December 31

(in thousands of $)

2022

2023

2024

2025

2026

2027 and thereafter

Total

Deferred finance charges

Total debt net of deferred finance charges

Golar debt 

VIE debt (1)

Total debt

(343,793)   

(708,758)   

(1,052,551) 

(28,147)   

(173,085)   

(101,074)   

(68,279)   

(367,646)   

(146,819)   

(176,691)   

(249,583)   

(42,448)   

(35,602)   

(201,232) 

(169,353) 

(514,465) 

(219,139) 

(285,185) 

(1,266,934)   

(1,174,991)   

(2,441,925) 

30,377 

1,747 

32,124 

(1,236,557)   

(1,173,244)   

(2,409,801) 

(1)  These  amounts  relate  to  certain  lessor  entities  (for  which  legal  ownership  resides  with  financial  institutions)  that  we  are  required  to 
consolidate under U.S. GAAP into our financial statements as variable interest entities (note 5).

F-48

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
At December 31, 2021 and 2020, our debt was as follows:

(in thousands of $)

Golar Arctic facility

2017 Convertible bonds

Norwegian bonds

Golar Tundra facility

Revolving Credit Facility

Gimi Facility

$1,125 billion facility:

- Golar Frost facility

Subtotal (excluding lessor VIE loans)

ICBCL VIE loans:

- Golar Glacier facility

- Golar Snow facility 

- Golar Kelvin facility 

- Golar Ice facility 

CMBL VIE loan:

- Golar Tundra facility

CCBFL VIE loan:

- Golar Seal facility

COSCO VIE loan:

- Golar Crystal facility

CSSC VIE loan: 
   - Hilli facility

AVIC VIE loan:

Golar Bear facility

Total debt (gross)

Deferred finance charges

Total debt net of deferred finance charges

Golar Arctic facility

2021

(29,178)  

(315,646)  

(299,403)  

(158,000)  

—   

(410,000)  

2020 Maturity date

(36,472) 

(383,739) 

— 

— 

(100,000) 

(300,000) 

2024

2022

2025

2026

2030

(54,707)  

(65,649) 

2024 (1)

(1,266,934)  

(885,860) 

(82,816)  

(81,970)  

(99,538)  

(54,947)  

(110,625) 

(111,108) 

(128,562) 

(83,857) 

—   

(89,450) 

Repayable on 
demand

(78,540)  

(90,178) 

2025 

(75,094)  

(83,596) 

2027

(597,280)  

(691,488) 

Repayable on 
demand/2026

(104,806)  

(104,807) 

2023

(2,441,925)  

(2,379,531) 

32,124   

28,749 

(2,409,801)  

(2,350,782) 

In October 2019, we entered into an agreement with the existing lenders to extend the maturity of our Golar Arctic facility. The 
extended facility matures 5 years from execution, is repayable in quarterly installments and has a final balloon of $9.1 million 
in October 2024. The margin had also increased from 2.25% to 2.75%.

2017 Convertible bonds 

On February 17, 2017, we closed a $402.5 million aggregate principal amount of 2.75% convertible senior unsecured notes due 
2022.  The  conversion  rate  for  the  bonds  was  initially  equal  to  26.5308  common  shares  per  $1,000  principal  amount  of  the 
bonds. This is equivalent to an initial conversion price of $37.69 per common share, or a 35% premium on the February 13, 
2017 closing share price of $27.92. The conversion price is subject to adjustment for dividends paid. To mitigate the dilution 
risk of conversion to common equity, we also entered into capped call transactions costing approximately $31.2 million. The 
capped call transactions cover approximately 10,678,647 common shares, have an initial strike price of $37.69, and an initial 
cap price of $48.86. The cap price of $48.86, which is a proxy for the revised conversion price, represents a 75% premium on 
the February 13, 2017 closing share price of $27.92. Including the $31.2 million cost of the capped call, the all-in cost of the 
bond  is  approximately  4.3%.  Bond  proceeds,  net  of  fees  and  the  cost  of  the  capped  call,  amounted  to  $360.2  million.  On 
inception, we recognized a liability of $320.3 million and an equity portion of $39.9 million.

F-49

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
During  2019,  the  quarterly  dividends  of  the  following  quarter  results  exceeded  the  dividend  threshold  and  resulted  in  an 
adjustment to the initial conversion rate. 

In $, except conversion rate

First quarter, 2019

Norwegian Bonds

Distribution declared 
per share

Conversion rate

Conversion price

0.150   

26.993   

37.05 

In October 2021, we closed our $300.0 million senior unsecured bonds in the Nordic bond market (“Norwegian Bonds”). The 
Norwegian Bonds will mature in October 2025 and bear interest at 7.00% per annum. The net proceeds from the Norwegian 
Bonds was used to partly refinance our $402.5 million million 2017 convertible bonds maturing in February 2022 (“Convertible 
Bonds”)  and  for  general  corporate  purposes.  Contemporaneous  with  the  closing  of  the  Norwegian  Bonds,  we  redeemed 
$85.2 million of the Convertible Bonds and recognized loss on partial redemption of the Convertible Bonds of $0.8 million. 

Golar Tundra Facility

In  December  2021,  we  terminated  the  sale  and  leaseback  arrangement  in  relation  to  the  Golar  Tundra  with  CMBL  and 
concurrently  the  Golar  Tundra  debt  facility  of  $78.2  million  was  extinguished.  We  subsequently  entered  into  a  secured  loan 
facility for $182.0 million. The Golar Tundra facility bore interest at LIBOR plus a margin of 3% and is repayable over a term 
of  five  years.  As  of  December  31,  2021,  we  had  drawn  $158.0  million  of  the  available  funds.  Subsequent  drawdown  is 
dependent upon certain charter requirements. A commitment fee is chargeable on any undrawn portion of this facility.

Revolving Credit Facility (“RCF”)

In December 2020, we entered into a $100.0 million RCF which bore interest at LIBOR plus a margin of 5% and was secured 
by a pledge against our shares in Hygo. The facility has a term of 366 days with two 366-day extension options available at the 
lenders’ discretion.  In April 2021, in connection with the closing of the Hygo Merger, certain amendments to the facility were 
executed.  While  most  of  the  existing  terms  remain  substantially  unchanged,  the  key  amendments  include:  (i)  changes  to  the 
security,  with  the  release  of  the  Hygo  shares  and  the  replacement  with  a  pledge  against  Golar’s  holding  in  18,627,451  NFE 
Shares, although, if certain requirements are met, the facility allows for the release of a portion of the NFE Shares based on a 
prescribed loan to value ratio; and (ii) a decrease to the interest rate to LIBOR plus a margin of 4.5%. In November 2021, we 
repaid our $100.0 million RCF, using the proceeds from the Norwegian Bonds. The NFE Shares held as security to the RCF 
were subsequently released. 

Corporate RCF

In  November  2021  we  executed  the  Corporate  RCF,  which  has  a  term  of  three  years,  a  revolving  facility  with  a  limit  of 
$200.0 million and bears interest at LIBOR plus a margin of 2.8%. The facility is secured against the 18,627,451 NFE Shares 
we own. We are permitted under the terms of the facility, to release a portion of the pledged NFE Shares in accordance with the 
prescribed loan to value ratio based on the then-current market value of such NFE Shares. As of December 31, 2021, we had 
not drawn down on this facility.

Gimi facility

In  October  2019,  we  entered  into  a  $700  million  facility  agreement  with  a  group  of  lenders  to  finance  the  conversion  and 
operations  of  the  Gimi.  The  facility  is  available  for  drawdown  during  the  Gimi  conversion  and  amortizes  from  the 
commencement of commercial operations, with a final balloon payment of $350.0 million in 2030. The facility bears interest at 
LIBOR plus a margin of 4.0% during the conversion phase, reducing to LIBOR plus a margin of 3.0% post commencement of 
commercial operations. As of December 31, 2021, we had drawn $410.0 million of the available funds. Subsequent drawdowns 
are dependent upon reaching further conversion milestones relating to project spend. A commitment fee is chargeable on any 
undrawn portion of this facility.

F-50

 
$1.125 billion facility

In July 2013, we entered into a $1.125 billion facility which bears interest at LIBOR plus a margin of 2.10% for the K-Sure 
tranche of the facility and 2.75% for both the KEXIM and commercial tranche of the loan. The facility is divided into three 
tranches, with the following general terms:

Tranche

K-Sure

KEXIM

Commercial

Proportion of 
facility

Term of loan from 
date of drawdown

40%

40%

20%

12 years

12 years

5 years

Repayment terms

Six-monthly installments

Six-monthly installments
Six-monthly installments, unpaid 
balance to be refinanced after 5 years

The  K-Sure  tranche  is  funded  by  a  consortium  of  lenders,  of  which  95%  is  guaranteed  by  a  Korean  Trade  Insurance 
Corporation (or K-Sure) policy; the KEXIM tranche is funded by the Export Import Bank of Korea (or KEXIM). Repayments 
under  the  K-Sure  and  KEXIM  tranches  are  due  semi-annually  with  a  12-year  repayment  profile.  The  commercial  tranche  is 
funded by a syndicate of banks and is for a term of five years from date of drawdown with a final balloon payment depending 
on drawdown dates for each respective vessel. In the event the commercial tranche is not refinanced prior to the end of the five 
years,  both  K-Sure  and  KEXIM  have  an  option  to  demand  repayment  of  the  balances  outstanding  under  their  respective 
tranches.  In  October  2018,  the  term  of  the  commercial  tranche,  and  consequently  the  option  to  K-Sure  and  KEXIM,  was 
extended  by  5  years  to  2024.  The  facility  is  further  divided  into  vessel-specific  tranches  dependent  upon  delivery  and 
drawdown, with each borrower being the subsidiary owning the respective vessel. 

In  June  2020,  we  refinanced  the  proportion  of  the  debt  facility  relating  to  Golar  Bear  ahead  of  its  maturity  and  the  cash 
collateral pledged against the Golar Bear facility of $6.0 million was released. Concurrently we entered into an agreement to 
bareboat charter the vessel with AVIC for $110.0 million (see Lessor VIE debt below for more information). As of December 
31, 2021, the remaining balance of the facility of $54.7 million relates to the Golar Frost, with a cash collateral of $0.6 million 
(note 15).

Lessor VIE debt

The following loans relate to our lessor VIE entities, including ICBCL, CCBFL, COSCO, CSSC and AVIC that we consolidate 
as variable interest entities (“VIEs”). Although we have no control over the funding arrangements of these entities, we consider 
ourselves  the  primary  beneficiary  of  these  VIEs  and  we  are  therefore  required  to  consolidate  these  loan  facilities  into  our 
financial results. See note 5 for additional information.

Facility

Effective 
from

Golar Glacier

Golar Snow

Golar Kelvin

Golar Ice

Golar Seal (2)

October 
2014

January 
2015

January 
2015

February 
2015

March 
2016

SPV
Hai Jiao 1401 
Limited

Hai Jiao 1402 
Limited

Hai Jiao 1405 
Limited

Hai Jiao 1406 
Limited

Loan 
counterparty
ICBCIL 
Finance Co.(1)
ICBCIL 
Finance Co.(1)
ICBCIL 
Finance Co.(1)
ICBCIL 
Finance Co.(1)

Loan facility 
at inception 
(in $ 
millions)

Loan facility at 
December 31, 
2021(in $ 
millions)

(184.8)

(182.6)

(182.5)

(172.0)

(82.8)

(82.0)

(99.5)

(54.9)

Loan duration/
maturity
Repayable on 
demand

Repayable on 
demand

Repayable on 
demand

Repayable on 
demand

Interest

2.11% -  2.65%

2.11% - 2.65%

2.11% - 2.65%

2.11% - 2.65%

Compass Shipping 
1 Corporation 
Limited

CCBFL

(162.4)

(78.5)

2025

2.46% -  3.50%

Golar Crystal

March 
2017

Oriental Fleet LNG 
01 Limited

COSCO 
Shipping

(101.0)

(75.1)

10 years

Hilli (3)

June 2018

Fortune Lianjing 
Shipping S.A.

CSSC

(840.0)

(120.0)

(320.2)

(277.1)

8 years non-
recourse

Repayable on 
demand

LIBOR plus 
margin

LIBOR plus 
margin

Nil

Golar Bear

June 2020

Cool Bear 
Shipping Limited

AVIC

(110.0)

(104.8)

2023

3.00% - 4.00%

F-51

The vessels in the table above are secured as collateral against these long-term loans (note 29).

(1) ICBCIL Finance Co. is a related party of ICBCL.

(2) The Golar Seal facility includes a put option that if exercised requires us to repay the facility if an appropriate long-term charter of 4 years 
or more is not entered into by January 2021. In November 2020, we agreed and executed an extension with CCBFL to extend such put option 
by  one  year.  In  November  2021,  we  entered  into  another  supplemental  agreement  with  existing  lender  to  extend  further  the  put  option 
maturity from January 2025. Since then, we presented the maturity of the loan facility to January 2025 even though the maturity of the sale 
and leaseback arrangement is in March 2026 given the maturity date of the call option is the earlier of the two. 

(3) In July 2019, the SPV, Fortune Lianjiang Shipping S.A., repaid $150.0 million to the interest-bearing facility and subsequently drew down 
$150.0 million from the internal loan with CSSC. In March, 2020, the SPV, Fortune Lianjiang Shipping S.A., repaid $215.2 million to the 
interest-bearing facility and subsequently drew down $223.0 million from the internal loan with CSSC.

Debt restrictions

Certain  of  our  debts  are  collateralized  by  vessel  liens  and,  in  the  case  of  some  debt,  pledges  of  shares  by  each  guarantor 
subsidiary. The existing financing agreements impose certain operating and financing restrictions which may significantly limit 
or  prohibit,  among  other  things,  our  ability  to  incur  additional  indebtedness,  create  liens,  sell  capital  shares  of  subsidiaries, 
make certain investments, engage in mergers and acquisitions, purchase and sell vessels, enter into time or consecutive voyage 
charters  or  distribute  dividends  in  relation  to  the  term  loan  facility.  In  addition,  lenders  may  accelerate  the  maturity  of 
indebtedness  under  financing  agreements  and  foreclose  upon  the  collateral  securing  the  indebtedness  upon  the  occurrence  of 
certain events of default, including a failure to comply with any of the covenants contained in our debt agreements. Many of our 
debt agreements contain certain covenants, which require compliance with certain financial ratios. Such ratios include current 
assets:  liabilities  and  minimum  net  worth  and  minimum  free  cash  restrictions.  With  regards  to  cash  restrictions,  we  have 
covenanted  to  retain  at  least  $50.0  million  of  cash  and  cash  equivalents  on  a  consolidated  group  basis.  In  addition,  as  of 
December 31, 2021 there are cross default provisions in certain of our and Hygo's loan and lease agreements. In addition to lien 
security, some of our debt is also collateralized through pledges of equity shares by our guarantor subsidiaries. 

As of December 31, 2021, we were in compliance with all our covenants under our various loan agreements.

22.

ACCRUED EXPENSES

(in thousands of $)

Interest expense

Administrative expenses

Vessel operating and drydocking expenses

Current tax payable

2021

(66,726)   

(12,463)   

(12,378)   

(1,288)   
(92,855)   

2020

(52,600) 

(13,078) 

(23,334) 

(345) 
(89,357) 

Vessel operating and drydocking expense related accruals comprised of vessel operating expenses such as crew wages, vessel 
supplies, routine repairs, maintenance, drydocking, lubricating oils and insurances. 

Administrative expenses related accruals comprised of general overhead including personnel costs, legal and professional fees, 
costs associated with project development, property costs and other general expenses.

F-52

 
 
 
 
 
 
23.

OTHER CURRENT LIABILITIES

(in thousands of $)

Liability for UK tax leases (note 29)
Day 1 gain deferred revenue - current portion (1) (note 24)
Deferred operating cost and charterhire revenue

Mark-to-market interest rate swaps valuation (note 27)

Current portion of operating lease liability (note 13)

Mark-to-market foreign exchange swaps valuation (note 27)
Other (2)

2021

(71,739)   

(38,242)   

(17,486)   

(17,300)   

(3,838)   

— 

(1,775)   

(150,380)   

2020

— 

(9,950) 

(12,330) 

(44,315) 

(5,005) 

(1,310) 

(12,509) 

(85,419) 

(1) “Day 1 gain deferred revenue - current portion” refers to the liability upon recognition of the oil derivative embedded in the Hilli LTA of 
$10.0 million and the gas derivative indexed to the TTF of $28.3 million which arises from the 2022 contracted capacity of the Hilli LTA. 

(2) Included in “Other” is dividend payable for lessor VIE of $nil and $7.5 million at December 31, 2021 and 2020, respectively.

24.

OTHER NON-CURRENT LIABILITIES

(in thousands of $)
Day 1 gain deferred revenue (1)
Pension obligations (note 25)
Deferred commissioning period revenue (2)
Non-current portion of operating lease liabilities (note 13)

Guarantees issued to Golar Partners and Hygo (notes 14 and 28)
Other (3) 

2021

(34,221)   

(31,357)   

(14,515)   

(7,591)   

— 

(17,253)   

2020

(43,934) 

(37,258) 

(18,635) 

(10,634) 

(19,545) 

(5,433) 

(104,937)   

(135,439) 

(1) This represents the corresponding liability upon recognition of the LTA derivative asset. This deferred gain is amortized and recognized as 
part  of  “Liquefaction  services  revenue”  in  the  consolidated  statements  of  operations  evenly  over  the  LTA  contract  term,  with  this 
commencing  on  the  customer's  acceptance  of  the  Hilli.  The  initial  amount  recognized  was  $79.6  million,  of  which  $34.2  million  is  non-
current at December 31, 2021. The current portion of the Day 1 gain deferred revenue is included in “Other current liabilities” (note 23).

(2)  This  represents  customer  billing  during  the  commissioning  period,  prior  to  vessel  acceptance  and  commencement  of  the  contract  term, 
which is considered an upfront payment for services. These amounts billed are recognized as part of “Liquefaction services revenue” in the 
consolidated statements of operations evenly over the LTA contract term, with this commencing on the customer's acceptance of the Hilli. 
The  initial  amount  recognized  was  $33.8  million,  of  which  $14.5  million  is  non-current  at  December  31,  2021.  The  current  portion  of 
Deferred commissioning period billing is included in “Other current liabilities” (note 23).

(3) Included in “Other” are (i) an asset retirement obligation of $5.3 million and $5.0 million for the years ended December 31, 2021 and 
2020, respectively. The corresponding asset of $4.7 million is recorded within vessels and equipment, net (note 19); and (ii) dividend payable 
for lessor VIE of $11.5 million and $nil at December 31, 2021 and 2020, respectively.

25.

PENSIONS

Defined contribution scheme
We  operate  a  defined  contribution  scheme.  The  pension  cost  for  the  period  represents  contributions  payable  by  us  to  the 
scheme. The charge to net income for the years ended December 31, 2021, 2020 and 2019 was $2.2 million, $2.1 million and 
$2.4 million, respectively.

F-53

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Defined benefit schemes
We have two defined benefit pension plans both of which are closed to new entrants but still cover certain of our employees. 
Benefits are based on the employee's years of service and compensation. Net periodic pension plan costs are determined using 
the  Projected  Unit  Credit  Cost  method.  Our  plans  are  funded  by  us  in  conformity  with  the  funding  requirements  of  the 
applicable  government  regulations.  Plan  assets  consist  of  both  fixed  income  and  equity  funds  managed  by  professional  fund 
managers.

We use December 31 as a measurement date for our pension plans.

The components of net periodic benefit costs are as follows:

(in thousands of $)

Service cost

Interest cost

Expected return on plan assets

Recognized actuarial loss

Net periodic benefit cost

2021

(120)   

(879)   

214 

(1,131)   

(1,916)   

2020

(155)   

(1,271)   

318 

(848)   

(1,956)   

2019

(162) 

(1,740) 

375 

(777) 

(2,304) 

The components of net periodic benefit costs are recognized in the income statement within administrative expenses and vessel 
operating expenses.

The estimated net loss for the defined benefit pension plans that was amortized from accumulated other comprehensive income 
into net periodic pension benefit cost during the year ended December 31, 2021 is $1.1 million (2020: $0.8 million).

The change in projected benefit obligation and plan assets and reconciliation of funded status as of December 31 are as follows:

(in thousands of $)

Reconciliation of benefit obligation:

Benefit obligation at January 1

Service cost

Interest cost
Actuarial (gain)/loss (1)
Foreign currency exchange rate changes

Benefit payments

Benefit obligation at December 31

2021

2020

54,122 

49,943 

120 

879 

(4,081)   

(120)   

(3,705)   

47,215 

155 

1,271 

5,458 

372 

(3,077) 

54,122 

(1) Actuarial (gain)/loss is sensitive to changes in key actuarial assumptions specifically discount rates, mortality rates and assumed future salary increases.

The accumulated benefit obligation at December 31, 2021 and 2020 was $46.7 million and $53.4 million, respectively.

(in thousands of $)

Reconciliation of fair value of plan assets:

Fair value of plan assets at January 1

Actual return on plan assets

Employer contributions

Foreign currency exchange rate changes

Benefit payments

Fair value of plan assets at December 31

2021

2020

16,864 

(46)   

2,900 

(155)   

(3,705)   

15,858 

15,223 

1,355 

2,900 

463 

(3,077) 

16,864 

The amounts recognized in accumulated other comprehensive income, as of December 31, 2021 and 2020, is $10.9 million and 
$15.9 million, respectively.

The actuarial loss recognized in other comprehensive income/(loss) is net of tax of $0.7 million, $0.6 million, and $0.5 million 
for the years ended December 31, 2021, 2020 and 2019, respectively. 

F-54

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Employer contributions and benefits paid under the pension plans include $2.9 million paid from employer assets for the years 
ended December 31, 2021 and 2020.

(1) Our defined benefit pension plan comprises of two schemes as follows:

(in thousands of $)

December 31, 2021

December 31, 2020

UK 
Scheme

Marine 
Scheme

Total

UK 
Scheme

Marine 
Scheme

Total

Fair value of benefit obligation

(11,608)   

(35,607)   

(47,215)   

(12,727)   

(41,395)   

(54,122) 

Fair value of plan assets
Funded (unfunded) status at end of 
year

15,077 

781 

15,858 

15,822 

1,042 

16,864 

3,469 

(34,826)   

(31,357)   

3,095 

(40,353)   

(37,258) 

The fair value of our plan assets, by category, as of December 31, 2021 and 2020 are as follows:

(in thousands of $)

Equity securities

Cash

2021

15,077 

781 

15,858 

2020

15,822 

1,042 

16,864 

The asset allocation for our Marine scheme at December 31, 2021 and 2020, by asset category are as follows:

Marine scheme

Cash

Total

2021 (%)

2020 (%)

 100 

 100 

 100 

 100 

The asset allocation for our UK scheme at December 31, 2021 and 2020, by asset category are as follows:

UK scheme

Equity

Total

2021 (%)

2020 (%)

 100 

 100 

 100 

 100 

Our investment strategy is to balance risk and reward through the selection of professional investment managers and investing 
in pooled funds.

We are expected to make the following contributions to the schemes during the year ended December 31, 2022, as follows:

(in thousands of $)

Employer contributions

We are expected to make the following pension disbursements as follows:

(in thousands of $)
2022
2023
2024
2025
2026
2027 - 2031

UK scheme

— 

UK scheme
380 
390 
430 
540 
430 
2,460 

Marine 
scheme

2,900 

Marine 
scheme
2,600 
2,500 
2,400 
2,300 
2,200 
9,500 

F-55

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
The weighted average assumptions used to determine the benefit obligation for our defined benefit pension plans for the years 
ended December 31 are as follows:

Discount rate

Rate of compensation increase

2021

 2.43 %

 2.70 %

2020

 1.68 %

 2.29 %

The weighted average assumptions used to determine the net periodic benefit cost for our defined benefit pension plans for the 
years ended December 31 are as follows:

Discount rate

Expected return on plan assets

Rate of compensation increase

2021

 2.44 %

 1.31 %

 2.75 %

2020

 1.69 %

 2.06 %

 2.31 %

The overall expected long-term rate of return on assets assumption used to determine the net periodic benefit cost for our plans 
for the years ended December 31, 2021 and 2020 is based on the weighted average of various returns on assets using the asset 
allocation as at the beginning of 2021 and 2020. For equities and other asset classes, we have applied an equity risk premium 
over ten-year governmental bonds.

26.

SHARE CAPITAL AND SHARE BASED COMPENSATION

Our common shares are listed on the Nasdaq Stock Exchange. 

As at December 31, 2021 and 2020, our authorized and issued share capital is as follows:

Authorized share capital:

(in thousands of $, except per share data)
150,000,000 (2020: 150,000,000) common shares of $1.00 each

Issued share capital:

2021
150,000 

2020
150,000 

(in thousands of $, except per share data)
108,222,604 (2020: 109,943,594) outstanding issued common shares of $1.00 each

2021
108,223 

2020
109,944 

(number of shares)

As at January 1
Repurchase and cancellation of treasury shares (1)
Issuance of shares (2)
Vesting of RSUs

As at December 31

2021

2020

  109,943,594 

  101,302,404 

(1,984,647)   

(3,500,000) 

— 

12,067,789 

263,657 

73,401 

  108,222,604 

  109,943,594 

(1)  During  2021,  we  repurchased  and  cancelled  2.0  million  of  treasury  shares  for  a  consideration  of  $24.5  million  inclusive  of  brokers 
commission of $0.04 million.

In February 2020, we purchased 1.5 million shares for a consideration of $70.4 million and cancelled all our 3.5 million treasury shares, that 
we repurchased in 2020 and prior years.

(2) In December 2020, we closed a registered equity offering of 12,067,789 of our common shares, at par value of $1.00 per share. We raised 
proceeds, net of the underwriter's discount and offering fees, of approximately $100 million, which we used to partially repay the term loan 
facility, fully repay the margin loan facility and for general corporate purposes.

F-56

 
 
 
 
 
 
 
 
 
 
 
Contributed surplus

As  at  December  31,  2021  and  2020  we  had  contributed  surplus  of  $200  million.  Contributed  surplus  is  capital  that  can  be 
returned  to  stockholders  without  the  need  to  reduce  share  capital,  thereby  giving  Golar  greater  flexibility  when  it  comes  to 
declaring dividends.

Share options

The Golar LNG Limited Long Term Incentive Plan (“LTIP”) was adopted by our board of directors, effective as of October 24, 
2017.  The  maximum  aggregate  number  of  common  shares  that  may  be  delivered  pursuant  to  any  and  all  awards  under  the 
Company’s LTIP shall not exceed 3,000,000 common shares, subject to adjustment due to recapitalization or reorganization as 
provided  under  the  LTIP.  The  LTIP  allows  for  grants  of  (i)  share  options,  (ii)  share  appreciation  rights,  (iii)  restricted  share 
awards  (iv)  share  awards,  (v)  other  share-based  awards,  (vi)  cash  awards,  (vii)  dividend  equivalent  rights,  (viii)  substitute 
awards  and  (ix)  performance-based  awards,  or  any  combination  of  the  foregoing  as  determined  by  the  board  of  directors  or 
nominated  committee  in  its  sole  discretion.  Either  authorized  unissued  shares  or  treasury  shares  (if  there  are  any)  in  the 
Company may be used to satisfy exercised options.

In  2021,  the  Company  granted  750,000  share  options  to  its  officers.  The  options  vest  in  equal  installments  over  2  years  and 
have a three-year term. In 2020, no share options were awarded to employees.  

The fair value of each option award is estimated on the grant date or modification date using the Black-Scholes option pricing 
model. The weighted average assumptions as at May 2021 grant date are noted in the table below:

Risk free interest rate

Expected volatility of common stock

Expected dividend yield

Expected term of options (in years)

2021

 0.2 %

 85.0 %

 0.0 %

2.3 years

The assumption for expected future volatility is based primarily on an analysis of historical volatility of our common stock. 

Where the criteria for using the simplified method are met, we have used this method to estimate the expected term of options 
based on the vesting period of the award that represents the period options granted are expected to be outstanding. Under the 
simplified method, the mid-point between the vesting date and the maximum contractual expiration date is used as the expected 
term. Where the criteria for using the simplified method are not met, we used the contractual term of the options.

The  dividend  yield  has  been  estimated  at  0.0%  as  the  exercise  price  of  the  options  are  reduced  by  the  value  of  dividends, 
declared and paid on a per share basis.

As  at  December  31,  2021,  2020  and  2019,  the  number  of  options  outstanding  in  respect  of  Golar  shares  was  1.5  million, 
1.8 million and 2.7 million, respectively.

F-57

 
A summary of the share option activity for the year ended December 31, 2021 is presented below:

Options outstanding at December 31, 2020

Granted during the year

Forfeited during the year

Lapsed during the year

Options outstanding at December 31, 2021

Options outstanding and exercisable at:

December 31, 2021

December 31, 2020

December 31, 2019

Shares
(in '000s)

Weighted 
average 
exercise price

1,841  $ 

750  $ 

(205)  $ 

(881)  $ 

1,505  $ 

755  $ 

1,717  $ 

2,221  $ 

24.62 

10.97 

23.46 

25.19 

17.65 

24.28 

24.46 

30.74 

Weighted 
average 
remaining 
contractual 
term
(years)

1.2

1.6

0.8

1.2

1.7

The exercise price of all options is reduced by the amount of dividends declared and paid up to 2019. The above figures for 
options granted, exercised and forfeited show the average of the prices at the time of granting, exercising and forfeiting of the 
options, and for options outstanding at the beginning and end of the year, the average of the reduced option prices is shown.

As  of  December  31,  2021,  2020  and  2019,  the  aggregate  intrinsic  value  of  share  options  that  were  both  outstanding  and 
exercisable was $nil as the exercise price was higher than the market value of the share options at year end.

(in thousands of $)

Total fair value of share options fully vested in the year

Compensation cost recognized in the consolidated statement of income

Share options cost capitalized*

Year ended December 31

2021

1,595 

1,434 

16 

2020

3,175 

2,274 

110 

2019

8,967 

7,148 

608 

*Relates to capitalized costs on share options awarded to employees directly involved in certain vessel conversion projects.

As of December 31, 2021, the total unrecognized compensation cost amounting to $1.8 million relating to options outstanding 
is expected to be recognized over a weighted average period of 1.4 years.

Restricted Stock Units (RSU)

Time-based RSUs

Pursuant to the LTIP, the Company granted certain individuals nil and 0.7 million of RSUs during the years ended December 
31, 2021 and 2020, respectively. The RSUs vest equally over a period of 3 years.

The fair value of the RSU award is estimated using the market price of our common stock at grant date with expense recognized 
over the three-year vesting period. 

F-58

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
A summary of time-based RSU activities for the year ended December 31, 2021 is presented below: 

Non-vested RSUs at December 31, 2020

Vested during the year

Forfeited during the year

Non-vested RSUs at December 31, 2021

Performance-based RSUs

Weighted 
average grant 
date fair 
value per 
share

Weighted 
average 
remaining 
contractual 
term
(years)

10.02

10.94

9.07

9.71

2.0

1.1

Shares
(in '000s)

748 

(264) 

(141) 

343 

In March 2020, the Company also granted certain individuals RSUs that are subject to the achievement of a total shareholder 
return  (TSR)  performance  condition  relative  to  the  TSR  of  a  predetermined  group  of  peer  companies  over  a  three-year 
performance  period  ending  December  31,  2022.  The  maximum  number  of  RSUs  that  may  be  earned  under  the  award  is 
159,430. Payouts of the performance-based RSUs will range from 0% to 100% of the target awards based on the Company’s 
TSR ranking within the peer group. This award will vest in March 2023. 

The  fair  value  of  this  award  is  estimated  on  the  grant  date  using  the  Monte  Carlo  simulation  model.  The  weighted  average 
assumptions as of grant date are noted in the table below:

Remaining performance period

Contractual term

Expected dividend yield

Risk fee interest rate

Golar volatility

Share price at grant date

2020

2.8 years

3.0 years

 0.0 %

 0.42 %

 84 %

7.49 

$ 

The assumption for expected future volatility is based primarily on an analysis of historical volatility of our common stock with 
an implied volatility factored in for the last 0.9 years of the performance period. 

A summary of performance-based RSU activity for the year ended December 31, 2021 is presented below: 

Weighted 
average grant 
date fair 
value per 
share

Weighted 
average 
remaining 
contractual 
term
(years)

Non-vested performance based RSUs at December 31, 2020

Forfeited during the year

Non-vested performance based RSUs at December 31, 2021

Shares
(in '000s)

159 

(131) 

28 

6.25

6.25

6.25

(in thousands of $)

Compensation cost recognized in the consolidated statement of income

RSU cost capitalized*

Year ended December 31

2021

1,774 

322 

2020

2,739 

295 

*Relates to capitalized costs on RSUs awarded to employees directly involved in certain vessel conversion projects.

As  of  December  31,  2021,  the  total  unrecognized  compensation  cost  of  $1.7  million  relating  to  both  time-based  and 
performance based RSUs outstanding is expected to be recognized over a weighted average period of 1.0 year.

F-59

2.21

1.21

2019

1,124 

— 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
27.

FINANCIAL INSTRUMENTS

Interest rate risk management

In certain situations, we may enter into financial instruments to reduce the risk associated with fluctuations in interest rates. We 
have entered into swaps that convert floating rate interest obligations to fixed rates, which from an economic perspective, hedge 
the interest rate exposure. We do not hold or issue instruments for speculative or trading purposes. The counterparties to such 
contracts  are  major  banking  and  financial  institutions.  Credit  risk  exists  to  the  extent  that  the  counterparties  are  unable  to 
perform under the contracts; however we do not anticipate non-performance by any of our counterparties.

We manage our debt portfolio with interest rate swap agreements in U.S. dollars to achieve an overall desired position of fixed 
and floating interest rates. Since 2015, we have ceased hedge accounting for any of our derivatives. 

As of December 31, 2021 and 2020, we were party to the following interest rate swap transactions involving the payment of 
fixed rates in exchange for LIBOR as summarized below:

Instrument
(in thousands of $)

Interest rate swaps:

Receiving floating, pay fixed

Receiving floating, pay fixed

Foreign currency risk

Year end

Notional 
value 

Maturity 
dates

Fixed interest rates

2021  

505,000 

2024/2029

2020  

597,500 

2021/2029

1.69% to 2.37%

1.69% to 2.37%

The majority of the vessels' gross earnings are receivable in U.S. dollars. The majority of our transactions, assets and liabilities 
are denominated in U.S. dollars, our functional currency. However, we incur certain expenditure in other currencies. There is a 
risk that currency fluctuations will have a negative effect on the value of our cash flows.

Commodity price risk management

A derivative asset, representing the fair value of the estimated discounted cash flows of payments due as a result of the Brent 
Crude price moving above the contractual floor of $60.00 per barrel over the contract term, was recognized in December 2017 
following the effectiveness of the LTA. Golar bears no downside risk should the Brent Crude price move below $60.00.

The  2022  Incremental  Capacity  for  the  Hilli  is  linked  to  European  natural  gas  prices.  During  the  year  ended  December  31, 
2021, we were party to a commodity swap involving the payment of fixed prices in exchange for Dutch Natural Gas to manage 
our exposure to the European natural gas prices as summarized below:

Instrument

Commodity swap derivatives:

Receiving fixed, pay floating

Equity price risk 

Notional 
quantity 
(tons)

Maturity 
date

Year end

Fixed price

2021  

23,249 

2022

$23.25 to $28.00

Our Board of Directors has approved a share repurchase program, which is being partly financed through the use of total return 
swap or equity swap facilities with third party banks, indexed to our own shares. We carry the risk of fluctuations in the share 
price  of  those  acquired  shares.  The  banks  are  compensated  at  their  cost  of  funding  plus  a  margin.  In  February  2020,  we 
purchased the remaining 1.5 million of our shares and 107,000 of Golar Partners' units underlying the total return swap, at an 
average price of $46.91 and $21.40, respectively at a fair consideration of $72.7 million, of which $59.3 million restricted cash 
was released at repurchase, with $55.5 million to settle the derivative liability fair value (note 15) and $17.2 million relating to 
the  fair  value  of  the  shares  and  units  underlying  the  total  return  swap.  The  effect  of  our  total  return  swap  facilities  in  our 
consolidated statement of operation as at December 31, 2020 was a loss of $5.1 million.

F-60

 
 
 
 
 
 
 
 
Fair values of financial instruments

We recognize our fair value estimates using a fair value hierarchy based on the inputs used to measure fair value. The fair value 
hierarchy has three levels based on reliability of inputs used to determine fair value as follows:

Level 1: Quoted market prices in active markets for identical assets and liabilities;
Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data; and
Level 3: Unobservable inputs that are not corroborated by market data.

There have been no transfers between different levels in the fair value hierarchy during the year. 

The carrying value and fair value of our financial instruments at December 31, 2021 and 2020 are as follows: 

(in thousands of $)

Fair value 
hierarchy

2021
Carrying 

2021

2020
Carrying 

2020

value Fair value

value Fair value

Non-derivatives:
Cash and cash equivalents (1)
Restricted cash and short-term deposits (2)
Trade accounts receivable (3)
Investment in listed equity securities (4)
Trade accounts payable (3)
Current portion of long-term debt and short-term debt (5) (6) (7)
Current portion of convertible bonds (6) (8)
Long-term debt – convertible bonds (6) (8)  
Long-term debt (6) (7)

Level 1

Level 1

Level 1

Level 1

Level 1

Level 2

Level 2

Level 2 

268,627   

268,627   

127,691   

127,691 

150,165   

150,165   

163,181   

163,181 

29,749   

29,749   

29,648   

29,648 

449,666   

449,666   

—   

— 

(12,405)  

(12,405)  

(10,579)  

(10,579) 

(736,905)  

(736,905)  

(984,510)  

(984,510) 

(315,646)  

(316,561)  

—   

— 

—   

—   

(383,740)  

(366,581) 

Level 2 

 (1,389,374)  (1,389,374)  (1,011,281)  (1,011,281) 

Derivatives:
Oil and gas derivative instruments (9) (10)
Interest rate swaps liability (9) (11) (12) (13)
Commodity swap asset (11)
Commodity swap liability (11)
Foreign exchange swaps liability (9) (11) (13)

Level 2

Level 2

Level 2

Level 2

Level 2

207,058   

207,058   

540   

540 

(17,300)  

(17,300)  

(44,315)  

(44,315) 

1,753   

1,753   

(88)  

—   

(88)  

—   

—   

—   

— 

— 

(1,310)  

(1,310) 

(1) The carrying value of cash and cash equivalents, which are highly liquid, is a reasonable estimate of fair value.

(2) The carrying value of restricted cash and short-term deposits is considered to be equal to the estimated fair value because of their near 
term maturity.

(3) The carrying values of trade accounts receivable and trade accounts payable approximate fair values because of the near term maturity of 
these instruments.

(4) “Investment in listed equity securities” refers to our 18.6 million NFE Shares (note 14 and 16). The fair value was calculated using the 
NFE closing share price as at December 31, 2021, resulting in a valuation of $449.7 million. 

(5) The carrying amounts of our short-term debt approximate their fair values because of the near term maturity of these instruments.

(6) Our debt obligations are recorded at amortized cost in the consolidated balance sheets. The amounts presented in the table are gross of the 
deferred charges amounting to 32.1 million and $28.7 million at December 31, 2021 and December 31, 2020, respectively.

(7)  The  estimated  fair  values  for  both  the  floating  long-term  debt  and  short-term  debt  to  a  related  party  are  considered  to  be  equal  to  the 
carrying value since they bear variable interest rates, which are adjusted on a quarterly or six-monthly basis.  

F-61

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(8)  The  estimated  fair  value  for  the  liability  component  of  the  unsecured  convertible  bonds  is  based  on  the  quoted  market  price  as  at  the 
balance sheet date.  

(9)  Derivative  assets  are  generally  captured  within  other  current  assets  and  non-current  assets  and  derivative  liabilities  are  captured  within 
other current liabilities on the balance sheet.

(10)  The  fair  value  of  the  oil  and  gas  derivative  instruments  was  determined  using  the  estimated  discounted  cash  flows  of  the  additional 
payments due to us as a result of oil prices moving above a contractual oil price floor over the term of the LTA and the estimated discounted 
cash flows of the additional payments due to us in 2022 as a result of gas prices moving with respect to the contractual pricing terms per the 
LTA Amendment and the Euro/USD exchange rates based on the forex forward curve. Significant inputs used in the valuation of the oil and 
gas derivative instruments include management’s estimate of an appropriate discount rate and the length of time necessary to blend the long-
term and short-term oil and gas prices obtained from quoted prices in active markets. 

(11) The fair value of certain derivative instruments is the estimated amount that we would receive or pay to terminate the agreements at the 
reporting date, taking into account current interest rates, foreign exchange rates, closing quoted market prices and our creditworthiness and 
that of our counterparties.

(12) The credit exposure of interest rate swap agreements is represented by the fair value of contracts with a positive value at the end of each 
period, reduced by the effects of master netting arrangements. It is our policy to enter into master netting agreements with counterparties to 
derivative financial instrument contracts, which give us the legal right to discharge all or a portion of the amounts owed to the counterparty by 
offsetting them against amounts that the counterparty owes to us. 

(13) The fair value measurement of a liability must reflect the non-performance of the entity. Therefore, the impact of our credit worthiness 
has also been factored into the fair value measurement of the derivative instruments in a liability position.

The following methods and assumptions were used to estimate the fair value of our other classes of financial instrument:

•

•

The  carrying  values  of  loans  receivables  and  working  capital  facilities  approximate  fair  values  because  of  the  near-
term  maturity  of  these  instruments  (note  16,  23  and  28).  These  instruments  are  classified  within  Level  1  of  the  fair 
value hierarchy.

Our pension plan assets are primarily invested in funds holding equity and debt securities, which are valued at quoted 
market price (note 25). These plan assets are classified within Level 1 of the fair value hierarchy. 

The  following  table  summarizes  the  fair  value  of  our  derivative  instruments  on  a  gross  basis  (none  of  which  have  been 
designated as hedges) recorded in our consolidated balance sheets as of December 31, 2021 and 2020:

Balance sheet classification

2021

2020

(in thousands of $)
Asset derivatives

Gas derivative instrument

Oil derivative instrument
Commodity swap

Total asset derivatives

Liability derivatives

Interest rate swaps

Commodity swap

Foreign exchange swaps

Total liability derivatives

Other current assets (note 16)

Other non-current assets (note 20)
Other current assets (note 16)

Other current liabilities (note 23)

Other current liabilities (note 23) 

Other current liabilities

79,578 

127,480 
1,753 

208,811 

— 

540 
— 

540 

(17,300)   

(44,315) 

(88)   

— 

(17,388)   

— 

(1,310) 

(45,625) 

F-62

 
 
 
 
 
 
 
 
 
 
 
 
 
It  is  our  policy  to  enter  into  master  netting  agreements  with  the  counterparties  to  derivative  financial  instrument  contracts, 
which  give  us  the  legal  right  to  discharge  all  or  a  portion  of  amounts  owed  to  the  counterparty  by  offsetting  them  against 
amounts  that  the  counterparty  owes  to  us.  We  have  elected  not  to  offset  the  fair  values  of  derivative  assets  and  liabilities 
executed with the same counterparty that are generally subject to enforceable master netting arrangements. As of December 31, 
2021 and 2020, the amounts presented in our consolidated balance sheet in relation to interest rate swaps and foreign exchange 
swaps are not able to be offset. For our commodity swaps, if we were to offset and record the asset and liability balances of 
derivatives on a net basis, the amounts presented in our consolidated balance sheets as of December 31, 2021 and 2020 would 
be adjusted as detailed in the following table:

2021

2020

Gross amounts 
presented in the 
consolidated 
balance sheet

Gross amounts 
not offset in the 
consolidated 
balance sheet 
subject to netting 
agreements

Net amount

Gross amounts 
presented in the 
consolidated 
balance sheet

Gross amounts 
not offset in the 
consolidated 
balance sheet 
subject to netting 
agreements

Net amount

(in thousands of $)

Commodity swaps

Total asset derivatives

Total liability derivatives  

1,753   

(88)  

(88)  

88   

1,665   

—   

—   

—   

—   

—   

— 

— 

Some of our interest rate swaps have a credit arrangement that requires us to provide cash collateral when the market value of 
the instrument falls below a specified threshold. As of December 31, 2021 and December 31, 2020, cash collateral amounting to 
$nil and $8.9 million has been provided (note 15).

Concentrations of risk

There  is  a  concentration  of  credit  risk  with  respect  to  cash  and  cash  equivalents  and  restricted  cash  to  the  extent  that 
substantially  all  of  the  amounts  are  carried  with  Internationale  Nederlanden  Groep  (“ING”)  Bank,  Nordea  Bank  ABP,  DNB 
Bank ASA, Citibank, Standard Chartered and Danske Bank. However, we believe this risk is remote, as they are established 
and reputable establishments with no prior history of default.

There is a concentration of financing risk with respect to our long-term debt to the extent that a substantial amount of our long-
term debt is carried with ING, Citibank, Nordea Bank, Danske Bank A/S, DNB Bank ASA, K-Sure, KEXIM and commercial 
lenders of our $1.125 billion facility, as well as with ICBCL, CCBFL, COSCO, CSSC and AVIC in regards to our sale and 
leaseback  arrangements  (note  5).  We  believe  these  counterparties  to  be  sound  financial  institutions,  with  investment  grade 
credit ratings. Therefore, we believe this risk is remote.

We also have an equity investment in our affiliate, Avenir, as of December 31, 2021, our ownership interests and the carrying 
value  of  the  investment  recorded  in  our  balance  sheet  as  of  December  31,  2021  was  23.5%  and  $47.9  million,  respectively. 
Accordingly, the value of our investment and the income generated from Avenir is subject to specific risks associated with its 
business. In the event the decline in the fair value of the investment falls below the carrying value and it was determined to be 
other-than-temporary, we would be required to recognize an impairment loss. 

A  further  concentration  of  supplier  risk  exists  in  relation  to  the  Gimi  undergoing  FLNG  conversion  with  Keppel  and 
B&V. However, we believe this risk is remote as Keppel are global leaders in the shipbuilding and vessel conversion sectors 
while B&V is a global engineering, procurement and construction company. 

F-63

 
28.

RELATED PARTY TRANSACTIONS

a) Transactions with existing related parties:

Net revenues/(expenses): The transactions with other related parties for the years ended December 31, 2021, 2020 and 2019 
consisted of the following:

(in thousands of $)
ECGS (1)
Avenir LNG (2)
Borr Drilling (3)
2020 Bulkers (4)
Magni Partners (5)
The Cool Pool (6)
Total

2021

1,482 

468 

348 

111 

(189)   

— 

2,220 

2020

— 

980 

384 

45 

(606)   

— 

803 

2019

— 

— 

542 

265 

(858) 

39,666 

39,615 

Receivables:  The  balances  with  other  related  parties  as  of  December  31,  2021  and  2020  consisted  of  the  following:

(in thousands of $)
Avenir LNG (2)
Borr Drilling (3)
Magni Partners (5)
2020 Bulkers (4)
Total

2021

3,225   

149   

81   

29   

2020

980 

936 

81 

51 

3,484   

2,048 

(1) We chartered Golar Ice to ECGS during the year ended December 31, 2021.

(2) Avenir LNG entered into agreements to compensate Golar in relation to the provision of certain debt guarantees relating to 
Avenir LNG and its subsidiaries. This compensation amounted to an aggregate of $0.5 million, $1.0 million and $nil for the 
years ended December 31, 2021, 2020 and 2019, respectively. In October 2021, we provided a one year revolving shareholder 
loan of $5.3 million  to Avenir, of which $1.8 million was drawn as of December 31, 2021. The facility bears a fixed interest 
rate of 5% per annum. As of December 31, 2021, we have an interest receivable and commitment fee receivable on the undrawn 
portion of the loan of $15.3 thousand and $12.3 thousand, respectively.

(3) Borr Drilling - Tor Olav Trøim is the founder, and director of Borr Drilling, a Bermuda company listed on the Oslo and 
NASDAQ  stock  exchanges.  Receivables  comprise  primarily  of  management  and  administrative  services  provided  by  our 
Bermuda corporate office.

(4)  2020  Bulkers  is  a  related  party  by  virtue  of  common  directorships.  Receivables  comprise  primarily  of  management  and 
administrative services provided by our Bermuda corporate office.

(5)  Magni  Partners  -  Tor  Olav  Trøim  is  the  founder  of,  and  partner  in,  Magni  Partners  (Bermuda)  Limited,  a  privately  held 
Bermuda  company,  and  is  the  ultimate  beneficial  owner  of  the  company.  Receivables  and  payables  from  Magni  Partners 
comprise  primarily  of  the  cost  (without  mark-up)  or  part  cost  of  personnel  employed  by  Magni  Partners  who  have  provided 
advisory and management services to Golar. These costs do not include any payment for any services provided by Tor Olav 
Trøim himself. 

(6) The Cool Pool - On July 8, 2019 GasLog's vessel charter contracts had concluded and withdrew their participation from the 
Cool Pool. Following GasLog's departure, we assumed sole responsibility for the management of the Cool Pool and consolidate 
the Cool Pool. From the point of consolidation, the Cool Pool ceased to be a related party. 

F-64

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
The table below summarizes our net earnings (impacting each line item in our consolidated statement of operation) generated 
from our participation in the Cool Pool:

(in thousands of $)

Time and voyage charter revenues
Time charter revenues - collaborative arrangement
Voyage, charterhire expenses and commission expenses
Voyage, charterhire and commission expenses - collaborative arrangement

Net income from the Cool Pool

b) Transactions with former related parties

b.1) Golar Partners and subsidiaries:

2019
43,332 
23,359 
(8,092) 
(18,933) 
39,666 

Following the completion of the GMLP Merger on April 15, 2021, Golar Partners ceased to be a related party and subsequent 
transactions  with  Golar  Partners  and  its  subsidiaries  are  treated  as  a  third  party  and  settled  under  normal  payment  terms. 
Furthermore, the management and administrative services agreement and ship management fee agreement were terminated and 
replaced with the transition services agreement, Bermuda services agreement and ship management agreements (note 14). 

Net revenues: The transactions with Golar Partners and its subsidiaries for the period from January 1, 2021 to April 15, 2021 
and for the years ended December 31, 2020 and 2019 consisted of the following:

(in thousands of $)
Management and administrative services revenue (1)
Ship management fees revenue (2)
Interest income on short-term loan (3)
Total

Period ended April 
15, 2021

Year Ended 
December 31, 2020

Year Ended 
December 31, 2019

1,717   

2,251   

18   

3,986   

7,941   

5,263   

317   

13,521   

9,645 

4,460 

109 

14,214 

Receivables (payables): The balances with Golar Partners and subsidiaries as of December 31, 2021 and 2020 consisted of the 
following:

(in thousands of $)
Balances due to Golar Partners and its subsidiaries (3)
Methane Princess lease security deposit movements (4)
Total

2021

—   

—   

—   

2020

(1,133) 

349 

(784) 

(1)  Management  and  administrative  services  revenue  -  On  March  30,  2011,  Golar  Partners  entered  into  a  management  and 
administrative  services  agreement  with  Golar  Management  Limited  (“Golar  Management”),  a  wholly-owned  subsidiary  of 
Golar, pursuant to which Golar Management will provide to Golar Partners certain management and administrative services. 
The services provided by Golar Management are charged at cost plus a management fee equal to 5% of Golar Management’s 
costs  and  expenses  incurred  in  connection  with  providing  these  services.  Golar  Partners  may  terminate  the  agreement  by 
providing 120 days written notice.

(2) Ship management fees - Golar and certain of its affiliates charge ship management fees to Golar Partners for the provision of 
technical  and  commercial  management  of  Golar  Partners'  vessels.  Each  of  Golar  Partners’  vessels  is  subject  to  management 
agreements  pursuant  to  which  certain  commercial  and  technical  management  services  are  provided  by  Golar  Management. 
Golar Partners may terminate these agreements by providing 30 days written notice. 

(3) Interest income on short-term loan, balances due(to)/from Golar Partners and its subsidiaries - Receivables and payables 
with  Golar  Partners  and  its  subsidiaries  are  comprised  primarily  of  unpaid  management  fees  and  expenses  for  management, 
advisory  and  administrative  services,  dividends  in  respect  of  the  Hilli  Common  Units  and  other  related  party  arrangements 
including the short term loan and Hilli disposal. In addition, certain receivables and payables arise when we pay an invoice on 
behalf of a related party and vice versa. Receivables and payables are generally settled quarterly in arrears. Balances owing to 
or due from Golar Partners and its subsidiaries are unsecured, interest-free and intended to be settled in the ordinary course of 
business. 

F-65

 
 
 
 
 
 
 
 
 
 
 
 
During the year ended December 31, 2020, we loaned a total of $45.0 million with interest of LIBOR plus a margin of 5.0% to 
Golar Partners. The loan was fully repaid, including interest of  $0.3 million during the year ended December 31, 2020.

In November 2019, we loaned $15.0 million to Golar Partners, with interest of LIBOR plus 5.0%. The loan was fully repaid, 
including interest of $0.1 million, in December 2019.

(4) Methane Princess lease security deposit movements - This represents net advances from Golar Partners since its IPO, which 
correspond with the net release of funds from the security deposits held relating to a lease for the Methane Princess. This is in 
connection  with  the  Methane  Princess  tax  lease  indemnity  provided  to  Golar  Partners  under  the  predecessor  Omnibus 
Agreement which terminated on April 15, 2021.

Under  the  predecessor  omnibus  agreement,  we  provided  a  $11.4  million  tax  indemnification  guarantee  to  Golar  Partners  in 
connection with the Methane Princess finance lease which was voluntarily terminated contemporaneously with closing of the 
GMLP Merger (note 29) where we paid $8.6 million and $0.8 million to the lessor and Golar Partners respectively, and released 
the remaining liability to the income statement (note 14).

Other transactions:

During the period ended April 15, 2021 and years ended December 2020 and 2019, we received total distributions from Golar 
Partners of $0.5 million, $10.5 million, and $36.8 million, respectively, with respect to common units and general partners units 
owned by us.

During the period ended April 15, 2021 and years ended December 2020 and 2019, Hilli LLC declared distributions totaling 
$7.2 million $19.4 million and $17.5 million, respectively, with respect to the common units owned by Golar Partners. We have 
agreed to indemnify Golar Partners for certain costs incurred in Hilli operations, when these costs exceed a contractual ceiling, 
capped  at  $20  million.  Costs  indemnified  include  vessel  operating  expenses,  taxes,  maintenance  expenses,  employee 
compensation and benefits, and capital expenditures. Included within the Hilli distributions for the period ended April 15, 2021 
and years ended December 2020 and 2019, is $0.1 million, $0.4 million and $2.2 million, respectively with respect to Hilli's 
indemnification  cost.  As  of  December  31,  2021,  2020  and  2019,  we  have  a  dividend  payable  of  $nil,  $nil  and  $4.5  million, 
respectively, to Golar Partners.

b.2) Hygo and subsidiaries:

Following the completion of the Hygo Merger on April 15, 2021, Hygo ceased to be a related party and subsequent transactions 
with Hygo and its subsidiaries are treated as third-party transactions and settled under normal payment terms. Furthermore, the 
management and administrative services agreement and ship management fee agreement were terminated and replaced with the 
transition services agreement, Bermuda services agreement and ship management agreements (note 14). 

Net revenues: The transactions with Hygo and its subsidiaries for the period from January 1, 2021 to April 15, 2021 and for the 
years ended December 31, 2020 and 2019 consisted of the following:

(in thousands of $)

Period ended April 
15, 2021

Year Ended 
December 31, 2020

Year Ended 
December 31, 2019

Management and administrative services revenue

Ship management fees income
Debt guarantee compensation (1)
Other (2)

Total

2,051   

904   

676   

—   

3,631   

5,281   

1,780   

3,826   

—   

10,887   

5,904 

1,210 

693 

(2) 

7,805 

F-66

 
 
 
 
 
Payables:  The  balances  with  Hygo  and  its  subsidiaries  as  of  December  31,  2021  and  2020  consisted  of  the  following:

(in thousands of $)

Balances due to Hygo and subsidiaries (2)

2021

—   

2020

(11,222) 

(1) Debt guarantee compensation - In connection with the closing of the Hygo and Stonepeak transaction, Hygo entered into 
agreements to compensate Golar in relation to certain debt guarantees (as further described under the subheading “Guarantees 
and  other”)  relating  to  Hygo  and  subsidiaries.  The  compensation  amounted  to  $0.7  million,  $3.8  million  and  $0.7  million 
income  for  the  period  from  January  1,  2021  to  April  15,  2021  and  for  the  years  ended  December  31,  2020  and  2019, 
respectively.

(2) Balances due to Hygo and subsidiaries - Receivables and payables with Hygo and its subsidiaries are comprised primarily 
of unpaid management fees, advisory and administrative services. In addition, certain receivables and payables arise when we 
pay an invoice on behalf of a related party and vice versa. Receivables and payables are generally settled quarterly in arrears. 
Balances owing to or due from Hygo and its subsidiaries are unsecured, interest-free and intended to be settled in the ordinary 
course of business. In December 2019, we loaned $7.0 million to Hygo, with interest of LIBOR plus 5.0%. The loan was fully 
repaid, including interest, in December 2019.  

Guarantees:

a) Debt guarantees - As described in (i) above, we receive compensation from Hygo in relation to our provision of guarantees 
on certain of its long term debt. In January 2020, the Golar Celsius was refinanced and we provided a debt guarantee to a third 
party bank in respect of the secured debt facility maturing on March 2027. We have also agreed to provide a debt guarantee on 
the Golar Nanook to a third party bank in respect of the secured debt facility maturing on September 2030. In December 2019, 
the Golar Penguin was refinanced, with a cross-default provision on the Golar Crystal. A cross-default provision means that if 
we  or  Hygo  default  on  one  loan  or  lease,  we  would  then  default  on  our  other  loans  containing  such  cross-default  provision. 
These debt facilities are secured against specific vessels. The liability which is recorded in “Other current liabilities” and “Other 
non-current  liabilities”  is  being  amortized  over  the  remaining  term  of  the  respective  debt  facilities  with  the  credit  being 
recognized in “Other financial item”. These debt facilities are secured against specific vessels. As of December 31, 2020, we 
guaranteed $422.3 million of Hygo's gross long-term debt obligations. 

Other transactions:

Net Cool Pool expenses/income - Net expenses/income relating to the other pool participants are presented in our consolidated 
Statement of Operation in the line item “Voyage, charter hire and commission expenses” for the period from January 1, 2021 to 
April 15, 2021 and for the years ended December 31, 2021 and 2020 amounted to $2.9 million and $2.1 million of net expenses 
and $1.6 million of net income, respectively.

b.3) OneLNG and subsidiaries:

Receivables: The balances with OneLNG and its subsidiaries as of December 31, 2021 and 2020 consisted of the following:

(in thousands of $)

Balances due from OneLNG (1)

2021

—   

2020
64 

(1)  Balances  due  from  OneLNG  -  Receivables  with  One  LNG  and  its  subsidiaries  comprise  primarily  of  unpaid  advisory, 
administrative services and payment on behalf of a related party. Balances due from OneLNG are unsecured and interest free.

Subsequent to the decision to dissolve OneLNG, we have written off $0.1 million, $nil and $3.0 million of the trading balance 
with  OneLNG  for  the  years  ended  December  31,  2021,  2020  and  2019,  respectively,  to  “Other  operating  income”  in  our 
consolidated  statements  of  operations  as  we  deem  it  to  be  no  longer  recoverable.  During  the  year  ended  December  31,  2021, 
2020 and 2019, we received $nil, $0.6 million and $4.5 million from OneLNG. 

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29.

COMMITMENTS AND CONTINGENCIES

Assets pledged

(in thousands of $)
Book value of vessels secured against long-term loans(1)

2021

2,855,168 

2020

2,959,535 

(1) This excludes the Gimi which is classified as “Assets under development” (see note 18) and secured against its specific debt facility (note 
20).

Corporate RCF

As at December 31, 2021, the Corporate RCF is secured by a pledge against our 18,627,451 shares in NFE. We are permitted 
under the terms of the facility, to release a portion of the pledged NFE Shares in accordance with the prescribed loan to value 
ratio based on the then-current market value of such NFE Shares. 

RCF

As at December 31, 2020, the RCF was secured by a pledge against our shares in Hygo (note 21). In April 2021, in connection 
with  the  closing  of  the  Hygo  Merger,  certain  amendments  to  the  facility  were  executed.  Whilst  most  of  the  existing  terms 
remain substantially unchanged, the key amendments include: (i) changes to the security, with the release of the Hygo shares 
and the replacement with a pledge against Golar’s holding in 18,627,451 NFE Shares, although, if certain requirements are met, 
the facility allows for the release of a portion of the NFE Shares based on a prescribed loan to value ratio; and (ii) a decrease to 
the  interest  rate  to  LIBOR  plus  a  margin  of  4.5%.  In  November  2021,  the  RCF  was  repaid  and  the  pledged  security  was 
released (note 21).

Capital Commitments

Gandria

We  have  agreed  contract  terms  for  the  conversion  of  the  Gandria  to  a  FLNG.  The  Gandria  is  currently  in  lay-up  awaiting 
delivery  to  Keppel  for  conversion.  The  conversion  agreement  is  subject  to  certain  payments  and  lodging  of  a  full  Notice  to 
Proceed. We have also provided a guarantee to cover the sub-contractor's obligations in connection with the conversion of the 
vessel.

Other contractual commitments and contingencies

UK tax lease benefits 

During 2003 we entered into six UK tax leases. Under the terms of the leasing arrangements, the benefits are derived primarily 
from the tax depreciation assumed to be available to the lessors as a result of their investment in the vessels. As is typical in 
these leasing arrangements, as the lessee we are obligated to maintain the lessor’s after-tax margin. Accordingly, in the event of 
any adverse tax changes or a successful challenge by the UK Tax Authorities (“HMRC”) with regard to the initial tax basis of 
the transactions, or in relation to the 2010 lease restructurings, or in the event of an early termination of the Methane Princess 
lease, we may be required to make additional payments principally to the UK vessel lessor, which could adversely affect our 
earnings or financial position. We would be required to return all, or a portion of, or in certain circumstances significantly more 
than, the upfront cash benefits that we received in respect of our lease financing transactions, including the 2010 restructurings 
and subsequent termination transactions. The gross cash benefit we received upfront on these leases amounted to approximately 
£41 million ($56.0 million) (before deduction of fees). 

Of these six leases, we have since terminated five, with one lease remaining as at December 31, 2020, the Methane Princess 
lease. Pursuant to the deconsolidation of Golar Partners in 2012, Golar Partners is no longer considered a controlled entity but 
an affiliate and therefore as at December 31, 2020, the capital lease obligation relating to this remaining UK tax lease is not 
included  on  our  consolidated  balance  sheet.  However,  under  the  indemnity  provisions  of  the  omnibus  agreement  or  the 
respective  share  purchase  agreements,  we  agreed  to  indemnify  Golar  Partners  in  the  event  of  any  tax  liabilities  in  excess  of 
scheduled or final scheduled amounts arising from the Methane Princess leasing arrangements and termination thereof. As of 
December  31,  2020,  the  lessor  of  the  Methane  Princess  had  a  second  priority  security  interest  in  the  Methane  Princess,  the 
Golar Spirit, the Golar Grand and the Golar Tundra.

F-68

 
 
On April 15, 2021, we completed the disposal of Golar Partners to NFE (as further discussed in note 9) and contemporaneously 
with completion, Golar Partners voluntarily terminated the Methane Princess lease. Therefore as at December 31, 2021, all six 
UK tax leases are terminated. Under the indemnity provisions of the omnibus agreement entered into with Golar Partners and 
the  tax  indemnification  agreement  entered  into  with  NFE,  we  have  agreed  to  indemnify  NFE  in  the  event  of  any  further  tax 
liabilities  in  excess  of  the  final  scheduled  amounts  arising  from  the  Methane  Princess  leasing  arrangements  and  termination 
thereof. With effect from April 15, 2021, the lessor for the six UK tax leases has a first priority security interest in the Golar 
Gandria and second priority interests in relation to the Golar Tundra, the Golar Frost and $16.0 million cash deposit which 
replaced the lessor’s previous security interests in the Golar Spirit, Methane Princess and the Golar Grand.

HMRC has been challenging the use of similar lease structures and has been engaged in litigation of a test case for some years. 
In August 2015, following an appeal to the Court of Appeal by HMRC which set aside previous judgements in favor of the 
taxpayer, the First Tier Tribunal (“FTT or the UK court”) ruled in favor of HMRC. The taxpayer in this particular ruling has the 
election to appeal the courts’ decision, but no appeal has been filed. The judgments of the FTT do not create binding precedent 
for other UK court decisions and therefore the ruling in favor of HMRC is not binding in the context of our structures. Further, 
we  consider  there  are  differences  in  the  fact  pattern  and  structure  between  this  case  and  our  2003  leasing  arrangements  and 
therefore is not necessarily indicative of any outcome. HMRC has written to our lessor to indicate that they believe our lease 
may be similar to the case noted above. In December 2019, in conjunction with our lessor, Golar obtained supplementary legal 
advice confirming our position. Golar's discussions with HMRC on this matter concluded without agreement and, in January 
2020 we received a closure notice to the inquiry stating the basis of HMRC's position. Consequently, a notice of appeal against 
the closure notice was submitted to HMRC. In December 2020, a notice of appeal was submitted to the FTT. 

In 2021, we reopened discussions with HMRC and as at December 31, 2021, we revised our estimate of the reasonably possible 
loss and recorded a $71.7 million liability, net of amounts paid by our lessor to HMRC and including contingent fees payable 
contemporaneous with the settlement. In April 2022, we settled and paid in full our liability (note 30). Any eventual net cash 
outflow will be classified as a financing cash outflow given it is deemed to represent additional interest due to the lessor under 
the now-terminated leasing arrangements.

Legal proceedings and claims 

We  may,  from  time  to  time,  be  involved  in  legal  proceedings  and  claims  that  arise  in  the  ordinary  course  of  business.  A 
contingent liability will be recognized in the financial statements only where we believe that a liability will be probable and for 
which the amounts are reasonably estimable, based upon the facts known prior to the issuance of the financial statements.

For each of the years ended December 31, 2021, 2020 and 2019 we received loss of hire insurance income of $5.0 million for 
the Golar Ice, $3.3 million for the Golar Bear and Golar Ice and $4.0 million for the LNG Croatia, respectively. The above is 
recognized in “Other operating income” in our consolidated statement of operations.

In 2017, we commenced arbitration proceedings arising from the delays and the termination of the Golar Tundra time charter 
with a former charterer. For the year ended December 31, 2019, we recovered the final installment settlement of $9.3 million in 
charter earnings, recognized in “Other operating income” in the consolidated statements of operations.

30.

SUBSEQUENT EVENTS 

2017 Convertible bonds

In  February  2022,  we  fully  redeemed  the  outstanding  notional  value  of  our  2017  Convertible  Bonds,  inclusive  of  interest, 
amounting to $321.7 million.

Corporate bilateral facility

In  February  2022,  we  executed  a  $250  million  corporate  bilateral  facility  with  Sequoia  Investment  Management  secured  by 
Golar's  shareholdings  in  FLNG  Hilli  and  Gimi.  The  corporate  bilateral  facility  has  a  tenor  of  7-years  with  a  bullet  payment 
maturing in February 2029 and bears interest of LIBOR plus a margin range of 4.5% to 5.5%, subject to certain financial ratio 
thresholds. The corporate bilateral facility remained undrawn as of April 14, 2022 and will remain available for drawdown until 
30 June 2022.

F-69

Share buyback

In March 2022, we repurchased 368,496 of our own shares, under the share repurchase program, at a total cost of $6.6 million, 
inclusive of related fees. These shares were subsequently cancelled at March 31, 2022, reducing the balance of our issued and 
outstanding common shares.

Sale of NFE common stock

In  April  2022,  we  sold  6.2  million  of  our  NFE  common  stock  raising  net  proceeds  of  $253.0  million.  We  plan  to  use  these 
proceeds  to  deploy  FLNG  growth  projects  and  general  corporate  purposes.  Following  the  sale  of  such  shares,  our  remaining 
holdings in NFE common stock is 12.4 million.

UK tax lease benefits

In  April  2022,  we  settled  and  paid  in  full  with  the  UK  HMRC  our  liability  in  relation  to  past  tax  leases,  amounting  to 
$63.5 million, of which $16.0 million was funded from our restricted cash. The first priority security interest on the Gandria 
and the second priority security interests on the Golar Tundra and Golar Frost were also released. 

Disposal of Cool Co and subsidiaries

On  January  26,  2022,  we  and  Cool  Co,  our  wholly  owned  subsidiary,  entered  into  a  share  purchase  agreement  (“the  Vessel 
SPA”) under which Cool Co will acquire eight modern TFDE LNG vessels and the Cool Pool Limited, the fleet’s commercial 
management  company  (“the  Disposal  Group”),  from  us.  The  purchase  price  for  each  vessel  was  agreed  at  $145.0  million, 
subject to working capital and debt adjustments. Following completion of the Vessel SPA in April 2022, we now own a 31.3% 
interest in Cool Co. The existing sale and leaseback loans, except for the loans secured over the Golar Ice and the Golar Kelvin 
which  will  be  assumed  by  Cool  Co,  were  refinanced  in  connection  with  the  closing  of  the  Vessel  SPA  and  were 
contemporaneously deconsolidated from our financial statements. Post completion of the Vessel SPA, we will continue to be 
the  guarantor  to  the  Golar  Ice  and  the  Golar  Kelvin  sale  and  leaseback  arrangements.  Subject  to  certain  adjustments  which 
include  but  are  not  limited  to  net  debt  and  working  capital  at  the  date  of  deconsolidation,  the  indicative  loss  on  disposal  is 
estimated at $200 - $250 million. Of the minimum contractual future revenue receivable from our existing charterers and the 
minimum  contractual  future  expense  payable  to  our  existing  lessors  (note  13)  as  at  December  31,  2021,  $294.2  million  and 
$2.4 million, respectively are associated to the eight TFDE vessels which we subsequently sold to Cool Co in March and April 
2022.

Although  we  announced  in  December  2021  the  execution  of  a  pre-commitment  agreement  to  separate  our  eight  TFDE  LNG 
vessels  into  Cool  Company  Ltd,  the  consummation  of  the  pre-commitment  agreement  was  subject  to  the  receipt  of  certain 
approvals  and  third-party  consents,  successful  raise  of  equity  and  the  satisfaction  of  other  customary  closing  conditions.  As 
such we have concluded that the Disposal Group did not meet the definition of held for sale and discontinued operations as at 
December 31, 2021.

F-70

The table below provides the proforma balance sheet assuming the deconsolidation of Cool Co and subsidiaries took place on 
December 31, 2021: 

(in thousands of $)

ASSETS

Current assets

Non-current assets

Total assets

LIABILITIES AND EQUITY

Current liabilities

Non-current liabilities

Total liabilities

Equity

Stockholders' equity

Non-controlling interests

Total equity

Total liabilities and equity

Consolidated balance 
sheet of Golar LNG 
Limited

Deconsolidation of Cool 
Co and subsidiaries

 Proforma consolidated 
balance sheet of Golar 
LNG Limited post Cool 
Co and subsidiaries 
deconsolidation

925,597   

4,022,698   
4,948,295   

(1,307,222)  

(1,463,156)  
(2,770,378)  

(1,730,650)  

(447,267)  
(2,177,917)  
(4,948,295)  

145,956   

(1,258,340)  
(1,112,384)  

414,377   

303,822   
718,199   

219,686   

174,499   
394,185   
1,112,384   

1,071,553 

2,764,358 
3,835,911 

(892,845) 

(1,159,334) 
(2,052,179) 

(1,510,964) 

(272,768) 
(1,783,732) 
(3,835,911) 

F-71