[ ]
|
REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g)
OF THE SECURITIES EXCHANGE ACT OF 1934
|
OR
|
[X]
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
For the fiscal year ended
|
December 31, 2017
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|
OR
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[ ]
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
For the transition period from
|
|
to
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OR
|
[ ]
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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
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|
Commission file number
|
000-50113
|
|
Golar LNG Limited
|
(Exact name of Registrant as specified in its charter)
|
|
(Translation of Registrant's name into English)
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Bermuda
|
(Jurisdiction of incorporation or organization)
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2nd Floor, S.E. Pearman Building, 9 Par-la-Ville Road, Hamilton HM 11, Bermuda
|
(Address of principal executive offices)
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|
Michael Ashford, (1) 441 295 4705, (1) 441 295 3494
2nd Floor, S.E. Pearman Building, 9 Par-la-Ville Road, Hamilton HM 11, Bermuda
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Title of each class
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Name of each exchange
on which registered
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Common Shares, par value, $1.00 per share
|
Nasdaq Global Select Market
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None
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(Title of class)
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None
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(Title of class)
|
101,118,289 Common Shares, par $1.00, per share
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Yes
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X
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No
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|
Yes
|
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No
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X
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Yes
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X
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No
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|
Yes
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X
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No
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|
Large accelerated filer
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X
|
Accelerated filer
|
|
Non-accelerated filer
|
|
Emerging growth company
|
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Yes
|
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No
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X
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U.S. GAAP
|
X
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International Financial Reporting Standards as issued by the International Accounting
Standards Board
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Other
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Item 17
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Item 18
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Yes
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No
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X
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Yes
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No
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PART I
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PAGE
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ITEM 1.
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ITEM 2.
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ITEM 3.
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ITEM 4.
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ITEM 4A.
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ITEM 5.
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ITEM 6.
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ITEM 7.
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ITEM 8.
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ITEM 9.
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ITEM 10.
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ITEM 11.
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ITEM 12.
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PART II
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ITEM 13.
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ITEM 14.
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ITEM 15.
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ITEM 16A.
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ITEM 16B.
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ITEM 16C.
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ITEM 16D.
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ITEM 16E.
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ITEM 16F.
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ITEM 16G.
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ITEM 16H.
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PART III
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ITEM 17.
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ITEM 18.
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ITEM 19.
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||
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|
•
|
changes in liquefied natural gas, or LNG, carrier, floating storage and regasification unit, or FSRU, or floating liquefaction natural gas vessel, or FLNG, market trends, including charter rates, vessel values or technological advancements;
|
•
|
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 the timeliness of the completion of the FLNG
Hilli Episeyo
(the "
Hilli
") commissioning and subsequent acceptance by the charterer;
|
•
|
changes in our ability to close the sale of certain of our equity interests in
Hilli
on a timely basis or at all;
|
•
|
changes in the supply of or demand 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 and the performance of our joint ventures;
|
•
|
changes in trading patterns that affect the opportunities for the profitable operation of LNG carriers, FSRUs or FLNGs;
|
•
|
changes in the supply of or demand for LNG or LNG carried by sea;
|
•
|
changes in commodity prices;
|
•
|
changes in the supply of or demand for natural gas generally or in particular regions;
|
•
|
failure of our contract counterparties, including our joint venture co-owners, to comply with their agreements with us;
|
•
|
changes in our relationships with our counterparties, including our major chartering parties;
|
•
|
changes in the availability of vessels to purchase and in the time it takes to construct new vessels;
|
•
|
failures of shipyards to comply with delivery schedules or performance specifications on a timely basis or at all;
|
•
|
our ability to integrate and realize the benefits of acquisitions;
|
•
|
changes in our ability to sell vessels to Golar Partners, or our joint ventures Golar Power Limited ("Golar Power") and OneLNG S.A. ("OneLNG");
|
•
|
changes in our relationship with Golar Partners, Golar Power or OneLNG;
|
•
|
changes to rules and regulations applicable to LNG carriers, FSRUs, FLNGs or other parts of the LNG supply chain;
|
•
|
our inability to achieve successful utilization of our expanded fleet or inability to expand beyond the carriage of LNG and provisions of FSRUs particularly through our innovative FLNG strategy and our joint ventures;
|
•
|
actions taken by regulatory authorities that may prohibit the access of LNG carriers, FSRUs or FLNGs to various ports;
|
•
|
our inability to achieve successful utilization of our expanded fleet or inability to expand beyond the carriage of LNG and provision of FSRUs, particularly through our innovative FLNG strategy, or FLNG, and our joint ventures;
|
•
|
changes in our ability to obtain additional financing on acceptable terms or at all;
|
•
|
our ability to make additional equity funding payments to Golar Power and OneLNG to meet our obligations under each of the respective shareholders' agreements;
|
•
|
increases in costs, including, among other things, crew wages, insurance, provisions, repairs and maintenance;
|
•
|
changes in general domestic and international political conditions, particularly where we operate;
|
•
|
a decline or continuing weakness in the global financial markets;
|
•
|
challenges by authorities to the tax benefits we previously obtained under certain of our leasing agreements; 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.
|
|
|||||||||||||||
|
Years Ended December 31,
|
||||||||||||||
|
2017
|
2016
|
2015
|
2014
|
2013
|
||||||||||
|
(in thousands of U.S. $, except number of shares, per common share data, fleet data and other financial data)
|
||||||||||||||
Statement of Operations Data:
|
|
|
|
|
|
|
|||||||||
Total operating revenues
|
143,537
|
|
80,257
|
|
102,674
|
|
106,155
|
|
99,828
|
|
|||||
Vessel operating expenses
|
55,946
|
|
53,163
|
|
56,347
|
|
49,570
|
|
43,750
|
|
|||||
Voyage, charter-hire and commission expenses (including collaborative arrangement)
|
61,292
|
|
47,563
|
|
69,042
|
|
27,340
|
|
14,259
|
|
|||||
Total operating expenses
|
244,094
|
|
221,364
|
|
234,604
|
|
146,488
|
|
118,332
|
|
|||||
Operating (loss) income
|
(85,457
|
)
|
(141,091
|
)
|
(36,380
|
)
|
(2,116
|
)
|
63,766
|
|
|||||
Net financial (expense) income
|
(32,788
|
)
|
(59,541
|
)
|
(174,619
|
)
|
(87,852
|
)
|
41,768
|
|
|||||
Equity in net (losses) earnings of affiliates
|
(25,448
|
)
|
47,878
|
|
55,985
|
|
42,220
|
|
3,099
|
|
|||||
Net (loss) income attributable to the stockholders of Golar LNG Ltd
|
(179,703
|
)
|
(186,531
|
)
|
(171,146
|
)
|
(48,017
|
)
|
109,555
|
|
|||||
(Loss) earnings per common share
|
|
|
|
|
|
||||||||||
- basic
(1)
|
(1.79
|
)
|
(1.99
|
)
|
(1.83
|
)
|
(0.55
|
)
|
1.36
|
|
|||||
- diluted
(1)
|
(1.79
|
)
|
(1.99
|
)
|
(1.83
|
)
|
(0.55
|
)
|
1.28
|
|
|||||
Cash dividends declared and paid per common share
|
0.20
|
|
0.60
|
|
1.35
|
|
1.80
|
|
1.35
|
|
|||||
|
|
|
|
|
|
||||||||||
Balance Sheet Data (as of end of year):
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
214,862
|
|
224,190
|
|
105,235
|
|
191,410
|
|
125,347
|
|
|||||
Restricted cash and short-term deposits
(2)
|
222,265
|
|
183,693
|
|
231,820
|
|
74,162
|
|
23,432
|
|
|||||
Non-current restricted cash
(2)
|
175,550
|
|
232,335
|
|
180,361
|
|
425
|
|
3,111
|
|
|||||
Investments in affiliates
|
703,225
|
|
648,780
|
|
541,565
|
|
746,263
|
|
766,024
|
|
|||||
Newbuildings
|
—
|
|
—
|
|
13,561
|
|
344,543
|
|
767,525
|
|
|||||
Asset under development
|
1,177,489
|
|
731,993
|
|
501,022
|
|
345,205
|
|
—
|
|
|||||
Vessels and equipment, net
|
2,077,059
|
|
2,153,831
|
|
2,598,771
|
|
1,648,888
|
|
811,715
|
|
|||||
Total assets
|
4,764,287
|
|
4,256,911
|
|
4,269,198
|
|
3,899,742
|
|
2,591,666
|
|
|||||
Current portion of long-term debt and short-term debt
|
1,384,933
|
|
451,454
|
|
693,123
|
|
112,853
|
|
29,305
|
|
|||||
Long-term debt
|
1,025,914
|
|
1,525,744
|
|
1,342,084
|
|
1,241,133
|
|
663,239
|
|
|||||
Total equity
|
1,796,304
|
|
1,909,826
|
|
1,916,179
|
|
2,237,422
|
|
1,771,727
|
|
|||||
Common shares outstanding
(1)
(in thousands)
|
101,119
|
|
101,081
|
|
93,547
|
|
93,415
|
|
80,580
|
|
|||||
Cash Flow Data:
|
|
|
|
|
|
||||||||||
Net cash provided by (used in) operating activities
|
47,134
|
|
(38,551
|
)
|
(344,649
|
)
|
24,873
|
|
67,722
|
|
|||||
Net cash used in investing activities
|
(433,769
|
)
|
(2,222
|
)
|
(255,956
|
)
|
(1,429,270
|
)
|
(533,067
|
)
|
|||||
Net cash provided by financing activities
|
377,307
|
|
159,728
|
|
514,430
|
|
1,470,460
|
|
165,978
|
|
|||||
Fleet Data:
|
|
|
|
|
|
||||||||||
Number of vessels at end of year
|
14
|
|
14
|
|
17
|
|
13
|
|
7
|
|
|||||
Average number of vessels during year
|
14
|
|
15
|
|
14
|
|
9
|
|
6
|
|
|||||
Average age of vessels (years)
|
12.6
|
|
11.7
|
|
9.7
|
|
10.8
|
|
18.7
|
|
|||||
Total calendar days for fleet
|
5,370
|
|
5,864
|
|
5,647
|
|
2,133
|
|
2,012
|
|
|||||
Total operating days for fleet
(3)
|
3,885
|
|
4,034
|
|
4,481
|
|
2,059
|
|
1,501
|
|
|||||
Other Financial Data:
|
|
|
|
|
|
||||||||||
Average daily time charter equivalent earnings, or TCE
(4)
(to the closest $100)
|
$
|
17,500
|
|
$
|
10,100
|
|
$
|
14,900
|
|
$
|
33,100
|
|
$
|
38,300
|
|
Average daily vessel operating costs
(5)
|
$
|
11,374
|
|
$
|
10,359
|
|
$
|
11,783
|
|
$
|
23,240
|
|
$
|
21,745
|
|
|
Years Ended December 31,
|
|||||||||||||
|
2017
|
|
|
2016
|
|
|
2015
|
|
|
2014
|
|
|
2013
|
|
|
(in thousands of U.S. $, except number of shares, per common share data, fleet and other financial data)
|
|||||||||||||
Operating revenues
|
143,537
|
|
|
80,257
|
|
|
102,674
|
|
|
106,155
|
|
|
99,828
|
|
Less: Vessel and other management fee
|
(26,576
|
)
|
|
(14,225
|
)
|
|
(12,547
|
)
|
|
(10,756
|
)
|
|
(9,270
|
)
|
Net time and voyage charter revenues
|
116,961
|
|
|
66,032
|
|
|
90,127
|
|
|
95,399
|
|
|
90,558
|
|
Voyage expenses*
|
(48,933
|
)
|
|
(25,291
|
)
|
|
(23,434
|
)
|
|
(27,340
|
)
|
|
(14,259
|
)
|
|
68,028
|
|
|
40,741
|
|
|
66,693
|
|
|
68,059
|
|
|
76,299
|
|
Calendar days less scheduled off-hire days**
|
3,885
|
|
|
4,034
|
|
|
4,481
|
|
|
2,059
|
|
|
1,994
|
|
Average daily TCE rate (to the closest $100)
|
17,500
|
|
|
10,100
|
|
|
14,900
|
|
|
33,100
|
|
|
38,300
|
|
•
|
the
Hilli’s
timely acceptance by the Customer under the LTA;
|
•
|
the continued accuracy of the representations and warranties contained in the Hilli Sale Agreement;
|
•
|
the performance by each party of its obligations under the sale agreement;
|
•
|
the absence of any decree, order, injunction, ruling or judgment that prohibits, or other proceedings that seek to prohibit, the Hilli Disposal or makes the Hilli Disposal unlawful; and
|
•
|
the execution of certain agreements related to the consummation of the Hilli Disposal.
|
•
|
Our ability to obtain additional financing, if necessary, for working capital, capital expenditures, acquisitions or other purposes may be impaired or such financing may not be available on favorable terms;
|
•
|
We will need a substantial portion of our cash flow to make principal and interest payments on our debt, reducing the funds that would otherwise be available for operations, future business opportunities and dividends to stockholders;
|
•
|
We may be more vulnerable than our competitors with less debt to competitive pressures or a downturn in our industry or the economy generally; and
|
•
|
Our flexibility in obtaining additional financing, pursuing other business opportunities and responding to changing business and economic conditions may be limited.
|
•
|
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.
|
•
|
LNG shipping and FSRU experience and quality of ship operations;
|
•
|
shipping industry relationships and reputation for customer service and safety;
|
•
|
technical ability and reputation for operation of highly specialized vessels, including FSRUs;
|
•
|
quality and experience of seafaring crew;
|
•
|
the ability to finance FSRUs and LNG carriers at competitive rates, and financial stability generally;
|
•
|
construction management experience, including, (i) relationships with shipyards and the ability to get suitable berths and (ii) the ability to obtain on-time delivery of new FSRUs and LNG carriers according to customer specifications;
|
•
|
willingness to accept operational risks pursuant to a charter, such as allowing termination of the charter for force majeure events; and
|
•
|
competitiveness of the bid in terms of overall price.
|
•
|
marine disasters;
|
•
|
piracy;
|
•
|
environmental accidents;
|
•
|
bad weather;
|
•
|
mechanical failures;
|
•
|
grounding, fire, explosions and collisions;
|
•
|
human error; and
|
•
|
war and terrorism.
|
•
|
death or injury to persons, loss of property or environmental damage;
|
•
|
delays in the delivery of cargo;
|
•
|
loss of revenues from or termination of charter contracts;
|
•
|
governmental fines, penalties or restrictions on conducting business;
|
•
|
higher insurance rates; and
|
•
|
damage to our reputation and customer relationships generally.
|
•
|
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 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, which could reduce energy consumption or its growth;
|
•
|
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;
|
•
|
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;
|
•
|
infrastructure constraints such as delays in the construction of export or liquefaction facilities, the inability of project owners or operators to obtain governmental approvals to construct or operate LNG facilities, as well as
|
•
|
availability of new, alternative energy sources, including compressed natural gas.
|
•
|
increases in interest rates or other events that may affect the availability of sufficient financing for LNG projects on commercially reasonable terms;
|
•
|
decreases in the price of LNG, which might decrease the expected returns relating to investments in LNG projects;
|
•
|
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;
|
•
|
any significant explosion, spill or similar incident involving an LNG production, liquefaction or regasification facility, FSRU or LNG carrier; and
|
•
|
labor or political unrest affecting existing or proposed areas of LNG production, liquefaction and regasification.
|
•
|
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;
|
•
|
the type, size and age of a vessel; and
|
•
|
the cost of newbuildings 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.
|
•
|
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/short-term 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
|
•
|
drydock scheduling and capital expenditures.
|
•
|
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.
|
•
|
four newbuildings (three LNG carriers and one FSRU); and
|
•
|
the LNG carrier
LNG Abuja
for $20 million in April 2015, albeit she was subsequently sold in July 2015.
|
•
|
In January 2015, we sold our interests in the companies that own and operate the FSRU,
Golar Eskimo
(including charter) for $388.8 million less the assumed $162.8 million of bank debt plus other purchase price adjustments. Golar Partners financed the remaining purchase price by using $7.2 million cash on hand and the proceeds of a $220 million loan from us, which was fully repaid in 2015;
|
•
|
In May 2016, we sold our equity interests in the company ("Tundra Corp") that is the disponent owner of the
Golar Tundra
and the related time charter for $330 million less the net lease obligations under the related lease agreement with China Merchant Bank Financial Leasing, or CMBL, plus other purchase price adjustments. At the time of sale, the
Golar Tundra
was subject to a time charter with West Africa Gas Limited, or WAGL. Concurrent with the closing of the sale of Tundra Corp, we entered into an agreement with Golar Partners (as amended, the "Tundra Letter Agreement") which provided, among others, that in the event the
Golar Tundra
had not commenced service under the charter with WAGL by May 23, 2017, Golar Partners had the option (the "Tundra Put Right") to require us to repurchase Tundra Corp at a price equal to the original purchase price (the "Tundra Put Sale"). The
Golar Tundra's
project made limited progress and, on May 30, 2017, Golar Partners elected to exercise the Tundra Put Right.
|
•
|
In August 2017, we entered into a purchase and sale agreement with Golar Partners for the disposal from Golar and affiliates of Keppel and Black & Veatch of 50% of the common units in Golar Hilli LLC which will, on the closing date of the sale, be the indirect disponent owner of the
Hilli
. Please refer to refer to "Item 4. Information on the Company-A. History and Development of the Company-FLNG segment-The Hilli Disposal" for further information.
|
•
|
As discussed above, following the acquisition of the
LNG Abuja
in April 2015, we subsequently sold her in July 2015 for cash consideration of $19 million, resulting in the recognition of an impairment loss of $1 million;
|
•
|
In February 2015, we completed the sale of our LNG carrier, the
Golar Viking
, to a third party for $135.0 million. In connection with the sale, we provided initial bridging finance of $133.0 million plus a revolving credit facility of $5 million. However, due to the acquirer’s difficulties in realizing any short-haul cabotage trade opportunities in Indonesia, we agreed to the repossession of the vessel in consideration for extinguishment for the outstanding balances on the loan receivables. Accordingly, we repossessed the vessel in December 2015; and
|
•
|
In connection with the formation of the Golar Power joint venture, we contributed to it our former subsidiaries that: (i) own the
Golar Penguin
and the
Golar Celsius;
(ii) holds the FSRU newbuilding contract with Samsung; and (iii) holds the rights to participate in the Sergipe Project. Subsequently in July 2016, we received net proceeds of $113 million from our sale to Stonepeak of 50% of the ordinary share capital of Golar Power. Accordingly, effective from the date of the sale to Stonepeak, we deconsolidated the results and net assets of Golar Power.
|
•
|
Golar Partners -
In January 2015, we completed a secondary offering of 7,170,000 of Golar Partners common units, at a price of $29.90 per unit, generating net proceeds of $207.4 million. In August 2015, our Board of Directors approved a unit purchase program under which we could purchase up to $25 million worth of Golar Partners outstanding units over 12 months. Pursuant to the terms of the program, we purchased $5.0 million worth of Golar Partners’ units prior to its expiry.
|
•
|
Golar Wilhelmsen
- In September 2015, we acquired the remaining 40% interest in GWM from Wilhelmsen Ship Management (Norway) AS, for $0.2 million, making it our wholly-owned subsidiary. Golar Management uses the services of GWM to provide the technical, commercial and crew management services both to our and Golar Partners’ vessels. GWM was subsequently renamed Golar Management Norway AS, or GMN.
|
•
|
Golar Power
- As discussed above, we entered into certain agreements to form Golar Power with Stonepeak in June 2016.
|
•
|
OneLNG
- As discussed above, we entered into a Joint Venture and Shareholders’ Agreement with Schlumberger to form OneLNG in July 2016.
|
Vessel Name
|
|
Year of
Delivery
|
|
Capacity Cubic Meters
|
|
Flag
|
|
Type
|
|
Charterer/ Pool Arrangement
|
|
Current Charter Expiration
|
|
Charter Extension Options
|
|
||||||||||||||
Existing Fleet
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Hilli
(1)
|
|
2017
|
|
125,000
|
|
MI
|
|
FLNG Moss
|
|
Perenco
|
|
2025
|
|
n/a
|
Gimi
(2)
|
|
1976
|
|
125,000
|
|
MI
|
|
Moss
|
|
n/a
|
|
n/a
|
|
n/a
|
Gandria
(2)
|
|
1977
|
|
126,000
|
|
MI
|
|
Moss
|
|
n/a
|
|
n/a
|
|
n/a
|
Golar Arctic
(3)
|
|
2003
|
|
140,000
|
|
MI
|
|
Membrane
|
|
An energy and logistics company
|
|
2019
|
|
n/a
|
Golar Viking
(4)
|
|
2005
|
|
140,000
|
|
MI
|
|
Membrane
|
|
n/a
|
|
n/a
|
|
n/a
|
Golar Seal
(5)
|
|
2013
|
|
160,000
|
|
MI
|
|
Membrane
|
|
Cool Pool
|
|
n/a
|
|
n/a
|
Golar Crystal
(5)
|
|
2014
|
|
160,000
|
|
MI
|
|
Membrane
|
|
Cool Pool
|
|
n/a
|
|
n/a
|
Golar Bear
(5)
|
|
2014
|
|
160,000
|
|
MI
|
|
Membrane
|
|
Cool Pool
|
|
n/a
|
|
n/a
|
Golar Glacier
|
|
2014
|
|
162,000
|
|
MI
|
|
Membrane
|
|
A major Japanese trading company
|
|
2019
|
|
n/a
|
Golar Frost
(5)
|
|
2014
|
|
160,000
|
|
MI
|
|
Membrane
|
|
Cool Pool
|
|
n/a
|
|
n/a
|
Golar Snow
(5)
|
|
2015
|
|
160,000
|
|
MI
|
|
Membrane
|
|
Cool Pool
|
|
n/a
|
|
n/a
|
Golar Ice
(5)
|
|
2015
|
|
160,000
|
|
MI
|
|
Membrane
|
|
Cool Pool
|
|
n/a
|
|
n/a
|
Golar Kelvin
(5)
|
|
2015
|
|
162,000
|
|
MI
|
|
Membrane
|
|
Cool Pool
|
|
n/a
|
|
n/a
|
Golar Tundra
(5)(6)
|
|
2015
|
|
170,000
|
|
MI
|
|
FSRU Membrane
|
|
Cool Pool
|
|
n/a
|
|
n/a
|
(1)
|
The
Hilli
conversion completed in October 2017 and she arrived in Cameroon on November 20, 2017. We expect acceptance testing procedures to commence shortly. The
Hilli
was converted from a LNG carrier which was originally constructed in 1975.
|
(2)
|
Two of our vessels, the
Gimi
and the
Gandria
, are being contemplated for conversion into FLNG vessels. The
Gimi
is currently in lay-up. The
Gandria
entered Keppel's shipyard in Singapore in March 2018 to commence generic work in readiness for her conversion into a FLNG, which is expected to commence after we issue a notice to proceed.
|
(3)
|
The charter commenced in March 2016. The charter expiration date is a date, to be determined at the charterer’s option, within 30 days before or after the 26 month charter term. The charter has subsequently been extended to end on the earlier of: (i) the acceptance date of a Golar Partners’ FSRU contracted by the charterer and Golar Partners under a long-term charter, and (ii) January 15, 2019.
|
(4)
|
This vessel is currently operating in the spot market, outside of the Cool Pool.
|
(5)
|
As of
April 6, 2018
, we have eight vessels operating in the Cool Pool. See "Cool Pool" below.
|
(6)
|
Following buy back of the
Golar Tundra
from Golar Partners, she subsequently joined the Cool Pool in November 2017, and is operating as a LNG carrier.
|
•
|
Operate a high-quality, first class LNG carrier fleet:
We own and operate a fleet of high quality LNG carriers with an average age of 5.4 years. Eight of our ten carriers were delivered within the last five years and utilize fuel efficient propulsion and low boil-off technology. Our vessels are compatible with most LNG loading and receiving terminals worldwide.
|
•
|
Maintain leadership in FSRUs and embed this into future power projects through our affiliate, Golar Power:
We are one of the industry leaders in the development, delivery and operation of both newbuild and converted FSRUs based on a strong record of successful project delivery and highly reliable vessel operation. Our joint venture, Golar Power, is currently seeking new FSRU project and power station opportunities in addition to the building of our first integrated gas to power project at Sergipe in Brazil.
|
•
|
Develop new FLNG opportunities through our joint venture with Schlumberger, OneLNG:
OneLNG offers resource holders an integrated solution to monetize stranded gas reserves. Our OneLNG investment proposition is built on a sound technical and commercial offering, derived from structurally lower unit capital costs and short lead times. OneLNG allows smaller 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 the established LNG industry participants, the prospect of OneLNG’s low-cost, low-risk, fast-track solution should provide a compelling alternative to the traditional giant land-based projects - especially in a low energy price environment.
|
•
|
Leverage our affiliation with Golar Partners to monetize long-term midstream contracts:
We believe our affiliation with Golar Partners positions us to pursue a broader array of opportunities. Since the Partnership’s IPO in April 2011, we have sold six vessels to Golar Partners in exchange for consideration of $1.9 billion. In addition to this, we shortly expect to close the sale of an interest in the
Hilli
(see discussion under "the Hilli Disposal").
Golar has invested a substantial portion of its sale proceeds in newbuild and asset conversion projects that are expected to generate attractive returns for the Company over the coming years. As of
April 6, 2018
, we have a 31.8% interest (including our 2% general partner interest) in Golar Partners and hold 100% of its IDRs.
|
•
|
The
Moss
system was developed in the 1970s and uses free standing insulated spherical tanks supported at the equator by a continuous cylindrical skirt. In this system, the tank and the hull of the vessel are two separate structures.
|
•
|
The
Membrane
system uses insulation built directly into the hull of the vessel, along with a membrane covering inside the tanks to maintain their integrity. In this system, the ship's hull directly supports the pressure of the LNG cargo. The membrane system most efficiently utilizes the entire volume of a ship's hull, and is cheaper to build. Most of our LNG carriers are of the membrane type.
|
•
|
FSRUs that are permanently located offshore;
|
•
|
FSRUs that are permanently near shore and attached to a jetty (with LNG transfer being either directly ship to ship or over a jetty);
|
•
|
shuttle carriers that regasify and discharge their cargoes offshore; and
|
•
|
shuttle carriers that regasify and discharge their cargoes alongside.
|
•
|
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;
|
•
|
loss of subsistence use of natural resources that are injured, destroyed or lost;
|
•
|
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;
|
•
|
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, and loss of subsistence use of natural resources.
|
•
|
on-board installation of automatic identification systems to provide a means for the automatic transmission of safety-related information from among similarly equipped ships and shore stations, including information on a ship’s identity, position, course, speed and navigational status;
|
•
|
on-board installation of ship security alert systems, which do not sound on the vessel but only alert the authorities on shore;
|
•
|
the development of vessel security plans;
|
•
|
ship identification number to be permanently marked on a vessel’s hull;
|
•
|
a continuous synopsis record kept onboard showing a vessel's history including the name of the ship, the state whose flag the ship is entitled to fly, the date on which the ship was registered with that state, the ship's identification number, the port at which the ship is registered and the name of the registered owner(s) and their registered address; and
|
•
|
compliance with flag state security certification requirements.
|
•
|
For periods when vessels are in lay-up or under conversion, vessel operating and voyage costs will be lower.
The
Hilli
and the
Gandria
were both placed in lay-up in April 2013. The
Hilli
and the
Gandria
were delivered to Keppel's shipyard in September 2014 and March 2018, respectively, to commence their conversions into FLNGs. The
Hilli
completed her conversion in October 2017 and is currently undergoing commissioning in Cameroon. We expect acceptance testing procedures to commence shortly. The
Gandria
remains in Keppel's shipyard where generic work has commenced in readiness for her conversion into a FLNG. The
Viking
was placed in lay-up in December 2015 and, in February 2018, she was reactivated and entered into the spot market. The
Gimi
was placed in lay-up in January 2014 and is currently still in lay-up, but has been earmarked for use in our FLNG vessel conversion projects, pending lodgment of their final notices to proceed. We receive no revenues for vessels while they are in lay-up or being converted, but we benefit from lower vessel operating costs, principally from reduced crew on board, and minimal maintenance requirements and voyage costs.
|
•
|
Our results will be dependent in part on the performance of the Cool Pool.
In October 2015, we, along with GasLog and Dynagas, established the Cool Pool to market our LNG carriers which are currently operating in the LNG shipping spot market. As of
April 6, 2018
, we had contributed eight (2017: eight) of the 18 vessels to the pool. Each of the vessel owners continues to be responsible for the manning and the technical management of its respective vessels. Our share of the net pool revenues will be dependent upon the performance of the Pool Manager in securing employment and negotiating rates for all of the pool vessels.
|
•
|
We, or our consolidated entities, may enter into different financing arrangements.
Our current financing arrangements may not be representative of the arrangements we will enter into in the future. For example, we may amend our existing credit facilities or enter into other financing arrangements, which may be more expensive. In addition, by virtue of the sale and leaseback transactions we have entered into with certain lessor VIEs, where we are deemed to be the primary beneficiary of the VIEs, we are required to consolidate these VIEs into our 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. For additional detail refer to note 5 "Variable Interest Entities" of our Consolidated Financial Statements included herein. As of December 31, 2017, we consolidated lessor VIEs in connection with the lease financing transactions for seven of our vessels. For descriptions of our current financing arrangements, please see note 23 "Debt" of our Consolidated Financial Statements included herein.
|
•
|
The costs of our projects may change.
We are continuing to invest in and develop our various projects, such as FLNG conversion. The costs we have incurred historically for our projects may not be indicative of future costs.
|
•
|
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
Hilli
LTA embedded derivative. Our Total Return Swap has a credit arrangement, whereby we are required to provide cash collateral on the initial acquisition price and to subsequently post additional cash collateral that corresponds to any further unrealized loss.
|
•
|
Gains or losses from the disposal or deemed disposals of our investments accounted for under the equity method
.
In January 2015, we disposed of 7.2 million of our common units in Golar Partners and recognized a gain on disposal of $32.6 million. In addition we recognize a gain or loss on deemed disposals in our affiliates, where we suffer a dilution in our ownership interest when our investee issues additional equity interest which we do not participate. In 2017, we recognized a $17.0 million loss in connection with Golar Partners' capital transactions.
|
•
|
Deconsolidation of Golar Power from July 2016.
Pursuant to the disposal of a 50% ownership interest in Golar Power to Stonepeak in July 2016, Golar Power was deconsolidated by Golar. A summary of the key significant changes impacting the income statement that occurred in 2016, when compared to historic periods, as a consequence of the deconsolidation, include:
|
◦
|
A decrease in operating income and individual line items therein, specifically relating to the two trading LNG carriers, the
Golar Celsius
and the
Golar Penguin
that were operating in the Cool Pool.
|
◦
|
On deconsolidation of Golar Power in July 2016, we recognized a loss on loss of control of $8.5 million.
|
◦
|
Equity in net earnings (losses) of affiliates, to reflect our 50% share of the results of Golar Power from its deconsolidation date in July 2016. Included within this line item for 2016, was our share of the fair value remeasurement gain arising on Golar Power’s 50% retained investment in the entity which holds the investment in the Sergipe Project. The recognition of this gain was triggered by Golar Power’s step acquisition of the other 50% equity interest as held by the project developer, Genpower in October 2016.
|
•
|
the success of the Pool Manager in finding employment and negotiating charter rates for our vessels and the vessels other participants in the Cool Pool;
|
•
|
revenues generated by the
Hilli
, pursuant to vessel acceptance by the Customer under the LTA;
|
•
|
the number and types of vessels in our fleet and the fleets of our affiliates;
|
•
|
our ability to maintain good working relationships with our key existing charterers and to increase the number of our charterers through the development of new working relationships;
|
•
|
increased demand for LNG shipping services, including FSRU and FLNG services, and in connection with this underlying demand for and supply of natural gas and specifically LNG;
|
•
|
our ability to employ our vessels operating in the spot market and rates and levels of utilization achieved by our vessels;
|
•
|
the success or failure of the LNG infrastructure (including FLNG) projects that we and our affiliates are working on or may work on in the future, including the
Hilli’s
timely acceptance by the Customer under the LTA;
|
•
|
our ability to execute strategic and mutually beneficial sales of our assets, including the
Hilli
, similar to the past sale of six of our vessels conducted with Golar Partners, for aggregate purchase consideration of $1.9 billion, and our ability to secure charters of an appropriate duration for the assets being sold;
|
•
|
our ability to obtain funding in respect of our capital commitments;
|
•
|
the success of our affiliates in their operations;
|
•
|
the effective and efficient technical management of ours, Golar Partners' and Golar Power's vessels;
|
•
|
our ability to obtain and maintain major international energy company approvals and to satisfy their technical, health, safety and compliance standards; and
|
•
|
economic, regulatory, political and governmental conditions that affect the shipping industry, including changes in the number of LNG importing countries and regions and availability of surplus LNG from projects around the world, as well as structural LNG market changes allowing greater flexibility and enhanced competition with other energy sources.
|
•
|
access to capital required to acquire additional vessels and/or to implement business strategy;
|
•
|
level of debt and the related interest expense and amortization of principal;
|
•
|
the performance of our equity interests;
|
•
|
employment of vessels;
|
•
|
the hire rate earned by vessels and unscheduled off-hire days;
|
•
|
non-utilization of vessels not subject to fixed rate charters;
|
•
|
pension and share option expenses;
|
•
|
mark-to-market charges in the
Hilli
embedded derivative, interest rate and equity swaps and foreign currency derivatives;
|
•
|
foreign currency exchange gains and losses;
|
•
|
equity in earnings of affiliates;
|
•
|
increases in operating costs; and
|
•
|
prevailing global and regional economic and political conditions.
|
•
|
Golar Tundra
, one of our newbuildings, was delivered in 2015, which was affected by commercial waiting time;
|
•
|
Our vessels were affected by commercial waiting time, including our newbuildings and vessels in lay-up. The
Hilli
and the
Gandria
were placed in lay-up in April 2013, the
Gimi
in January 2014 and the
Golar Grand
and the
Golar Viking
in December 2015;
|
•
|
Charter-hire expenses of
$17.4 million
,
$28.4 million
and
$28.7 million
for the year ended December 31, 2017, 2016 and 2015, respectively, arising from the charter-back of the
Golar Grand
(2015 includes the charter-back of
Golar Eskimo
) from Golar Partners, under an agreement executed at the time of the disposal to Golar Partners. On November 1, 2017, the
Golar Grand
arrangement concluded;
|
•
|
Additions in operating costs of $nil, $2.0 million and $1.8 million in 2017, 2016 and 2015, respectively, in connection with our crewing pool in anticipation of the delivery of our newbuilds (prior to the transfer of this newbuilding to Golar Power upon the deconsolidation of Golar Power in July 2016, see note 7 "Deconsolidation of Golar Power" of our Consolidated Financial Statements included herein);
|
•
|
Interest costs of $72.4 million, $50.3 million and $7.1 million were capitalized in 2017, 2016 and 2015, respectively, in relation to the FLNG conversion of the
Hilli,
the investment in our affiliate, Golar Power and our newbuilding under construction;
|
•
|
Gains or losses arising on the disposal of our investment in the common units of Golar Partners. This includes deemed disposals, being the dilutive impact on our ownership interest due to further issuances of common units by the Partnership;
|
•
|
Gains arising from disposals to Golar Partners;
|
•
|
Deconsolidation of Golar Power in July 2016, which resulted in the recognition of a loss on loss of control of $8.5 million;
|
•
|
The realized and unrealized gains and losses on mark-to-market adjustments for our derivative instruments of $19.5 million gain, $17.5 million gain and $96.5 million loss in 2017, 2016 and 2015, respectively, and the impact of hedge accounting, which we ceased during 2015, for certain of our interest rate and equity swap derivatives;
|
•
|
Mark-to-market gain of $15.1 million in 2017, on the embedded derivative in relation to the
Hilli
LTA.
|
•
|
Impairment loss arising on the loan and associated interest receivables from the Douglas Channel Project consortium. Given the announcement of a negative Final Investment Decision, we reassessed the recoverability of the loan and accrued interest receivables from the Douglas Channel LNG Assets Partnership, or DCLAP, and concluded that DCLAP would not have the means to satisfy its obligations under the loan. Accordingly, we recognized an impairment charge of $7.6 million in 2016;
|
•
|
Impairment loss arising on certain loan facilities granted to Equinox in February 2015, in connection with their acquisition of the vessel, the
Golar Viking
, from us. Due to concerns with recoverability of these loans, we recognized a loss of $15 million upon repossession of the vessel;
|
•
|
Share options expense on options granted during 2017, 2016 and 2015; and
|
•
|
Project expenses such as those relating to FLNG project development.
|
|
December 31,
|
|
|
|||||
(in thousands of $, except average daily TCE)
|
2017
|
2016
|
Change
|
% Change
|
||||
|
|
|
|
|
||||
Total operating revenues
|
143,537
|
|
80,257
|
|
63,280
|
|
79
|
%
|
Vessel operating expenses
|
(55,944
|
)
|
(53,163
|
)
|
(2,781
|
)
|
5
|
%
|
Voyage, charter-hire and commission expenses (including expenses from collaborative arrangements)
|
(61,171
|
)
|
(47,563
|
)
|
(13,608
|
)
|
29
|
%
|
Administrative expenses
|
(46,092
|
)
|
(42,384
|
)
|
(3,708
|
)
|
9
|
%
|
Depreciation and amortization
|
(76,522
|
)
|
(72,972
|
)
|
(3,550
|
)
|
5
|
%
|
Impairment of non-current assets
|
—
|
|
(1,706
|
)
|
1,706
|
|
(100
|
)%
|
Other operating gains - LNG trading
|
—
|
|
16
|
|
(16
|
)
|
(100
|
)%
|
Operating loss
|
(96,192
|
)
|
(137,515
|
)
|
41,323
|
|
(30
|
)%
|
|
|
|
|
|
||||
Equity in net earnings of affiliates
|
1,503
|
|
37,344
|
|
(35,841
|
)
|
(96
|
)%
|
|
|
|
|
|
||||
Other Financial Data:
|
|
|
|
|
||||
|
|
|
|
|
||||
Average Daily TCE
(1)
(to the closest $100)
|
17,500
|
|
10,100
|
|
7,400
|
|
73
|
%
|
Calendar days less scheduled off-hire days
|
3,885
|
|
4,034
|
|
(149
|
)
|
(4
|
)%
|
(1)
|
TCE is a non-GAAP financial measure. For a reconciliation of TCE rates, please see “Item 3. Key Information-A. Selected Financial Data."
|
•
|
$54.7 million as a result of improved utilization and daily hire rates, including repositioning fees, from our vessels participating in the Cool Pool for the year ended
December 31, 2017
compared to the same period in
2016
;
|
•
|
$1.3 million in revenue from the
Golar Arctic
which was fully utilized for the year ended
December 31, 2017
compared to the same period in
2016
when she was mostly off-hire during the first quarter in preparation for her charter on March 23, 2016 with an energy and logistics company; and
|
•
|
$12.4 million in management fee income, from $14.2 million in 2016 to $26.6 million in
2017
, from the provision of services to Golar Partners, Golar Power and OneLNG under our management and administrative services and ship management agreements. The increase is primarily a result of the services provided to Golar Power and OneLNG throughout the year ended
December 31, 2017
, whereas, services were only provided to Golar Power and OneLNG for a portion of 2016, subsequent to their formation in July 2016.
|
•
|
$2.3 million in relation to the
Gandria
, mainly due to the settlement of its lay-up fees;
|
•
|
$1.8 million in operating costs in relation to our vessels operating in the Cool Pool; and
|
•
|
$3.0 million related to bringing in-house our technical operations and the related change in classification of fleet management related administrative costs from administrative expenses to vessel operating costs.
|
•
|
a decrease of $9.6 million in charterhire expense relating to the charter back of the
Golar Grand
from Golar Partners. The decrease is due to: (i)
Golar Grand’s
drydocking from February to April 2017, which resulted in no charterhire payable to Golar Partners and (ii) on November 1, 2017, the
Golar Grand
arrangement concluded;
|
•
|
a decrease of $2.0 million from the
Golar Penguin
and the
Golar Celsius
following the deconsolidation of Golar Power, and thus its fleet, from July 2016; and
|
•
|
a decrease of $0.6 million from
Golar Arctic
as she incurred significant voyage costs prior to commencement of her charter in 2016 with an energy and logistics company.
|
•
|
$5.7 million from the
Golar Penguin
and the
Golar Celsius
following the deconsolidation of Golar Power, and thus its fleet, from July 2016; and
|
•
|
$5.2 million from the
Gimi
as she reached the end of her useful life at December 31, 2016.
|
|
December 31,
|
|
|
|||||
(in thousands of $)
|
2017
|
2016
|
Change
|
% Change
|
||||
Equity in net earnings in Golar Partners
|
17,702
|
|
37,716
|
|
(20,014
|
)
|
(53
|
)%
|
Net loss on deemed disposal of investments in Golar Partners
|
(16,992
|
)
|
—
|
|
(16,992
|
)
|
100
|
%
|
Share of net earnings (loss) in other affiliates
|
793
|
|
(372
|
)
|
1,165
|
|
(313
|
)%
|
|
1,503
|
|
37,344
|
|
(35,841
|
)
|
(96
|
)%
|
|
December 31,
|
|
|
|||||
(in thousands of $)
|
2017
|
2016
|
Change
|
% Change
|
||||
|
|
|
|
|
||||
Total operating expenses
|
(4,365
|
)
|
(3,576
|
)
|
(789
|
)
|
22
|
%
|
Unrealized gain on FLNG derivative instrument
|
15,100
|
|
—
|
|
15,100
|
|
100
|
%
|
Operating gain (loss)
|
10,735
|
|
(3,576
|
)
|
14,311
|
|
(400
|
)%
|
|
|
|
|
|
||||
Equity in net loss of affiliates
|
(8,153
|
)
|
—
|
|
(8,153
|
)
|
100
|
%
|
|
December 31,
|
|
|
|||||
(in thousands of $)
|
2017
|
2016
|
Change
|
% Change
|
||||
|
|
|
|
|
||||
Equity in net (losses) earnings of Golar Power
|
(18,798
|
)
|
10,534
|
|
(29,332
|
)
|
(278
|
)%
|
|
December 31,
|
|
|
|||||
(in thousands of $)
|
2017
|
2016
|
Change
|
% Change
|
||||
|
|
|
|
|
||||
Total other non-operating expense
|
(81
|
)
|
(8,615
|
)
|
8,534
|
|
(99
|
)%
|
Interest income
|
5,890
|
|
2,969
|
|
2,921
|
|
98
|
%
|
Interest expense
|
(59,305
|
)
|
(71,201
|
)
|
11,896
|
|
(17
|
)%
|
Other financial items, net
|
20,627
|
|
8,691
|
|
11,936
|
|
137
|
%
|
Income taxes
|
(1,505
|
)
|
589
|
|
(2,094
|
)
|
(356
|
)%
|
Net income attributable to non-controlling interests
|
(34,424
|
)
|
(25,751
|
)
|
(8,673
|
)
|
34
|
%
|
•
|
$8.2 million in interest expense in relation to the $402.5 million convertible bonds issued in February 2017, which replaced the old $250 million convertible bonds that were repaid in early March 2017;
|
•
|
$6.0 million in interest expense from the $150.0 million margin loan that we entered into in March 2017; and
|
•
|
$13.1 million in interest expense from the additional $275 million drawn down on the
Hilli
pre-delivery facility during 2017.
|
|
December 31,
|
|
|
|||||
(in thousands of $)
|
2017
|
2016
|
Change
|
% Change
|
||||
Mark-to-market adjustment for interest rate swap derivatives
|
6,614
|
|
2,818
|
|
3,796
|
|
135
|
%
|
Interest expense on undesignated interest rate swaps
|
(3,802
|
)
|
(10,153
|
)
|
6,351
|
|
(63
|
)%
|
Net realized and unrealized gain (losses) on interest rate swap agreements
|
2,812
|
|
(7,335
|
)
|
10,147
|
|
(138
|
)%
|
Mark-to-market adjustment for equity derivatives
|
16,622
|
|
24,819
|
|
(8,197
|
)
|
(33
|
)%
|
Impairment of loan
|
—
|
|
(7,627
|
)
|
7,627
|
|
(100
|
)%
|
Financing arrangement fees and other costs
|
(677
|
)
|
(404
|
)
|
(273
|
)
|
68
|
%
|
Amortization of debt guarantee
|
1,548
|
|
1,563
|
|
(15
|
)
|
(1
|
)%
|
Foreign exchange loss on operations
|
(888
|
)
|
(1,909
|
)
|
1,021
|
|
(53
|
)%
|
Other
|
1,210
|
|
(416
|
)
|
1,626
|
|
(391
|
)%
|
|
20,627
|
|
8,691
|
|
11,936
|
|
137
|
%
|
|
December 31,
|
|
|
|||||
(in thousands of $, except average daily TCE)
|
2016
|
2015
|
Change
|
% Change
|
||||
|
|
|
|
|
||||
Total operating revenues
|
80,257
|
|
102,674
|
|
(22,417
|
)
|
(22
|
)%
|
Vessel operating expenses
|
(53,163
|
)
|
(56,347
|
)
|
3,184
|
|
(6
|
)%
|
Voyage, charter-hire and commission expenses (including expenses from collaborative arrangements)
|
(47,563
|
)
|
(69,042
|
)
|
21,479
|
|
(31
|
)%
|
Administrative expenses
|
(42,384
|
)
|
(28,657
|
)
|
(13,727
|
)
|
48
|
%
|
Depreciation and amortization
|
(72,972
|
)
|
(73,732
|
)
|
760
|
|
(1
|
)%
|
Impairment of non-current assets
|
(1,706
|
)
|
(1,957
|
)
|
251
|
|
(13
|
)%
|
Gain on disposals to Golar Partners
|
—
|
|
102,406
|
|
(102,406
|
)
|
(100
|
)%
|
Impairment of vessel held-for-sale
|
—
|
|
(1,032
|
)
|
1,032
|
|
(100
|
)%
|
Other operating gains - LNG trading
|
16
|
|
—
|
|
16
|
|
100
|
%
|
Loss on disposal of vessel held-for-sale
|
—
|
|
(5,824
|
)
|
5,824
|
|
(100
|
)%
|
Operating loss
|
(137,515
|
)
|
(31,511
|
)
|
(106,004
|
)
|
336
|
%
|
|
|
|
|
|
||||
Equity in net earnings of affiliates
|
37,344
|
|
55,985
|
|
(18,641
|
)
|
(33
|
)%
|
|
|
|
|
|
||||
Other Financial Data:
|
|
|
|
|
||||
Average Daily TCE
(1)
(to the closest $100)
|
10,100
|
|
14,900
|
|
(4,800
|
)
|
(32
|
)%
|
Calendar days less scheduled off-hire days
|
4,034
|
|
4,481
|
|
(447
|
)
|
(10
|
)%
|
(1)
|
TCE is a non-GAAP financial measure. For a reconciliation of TCE rates, please see “Item 3. Key Information-A. Selected Financial Data."
|
•
|
$21.7 million from the
Golar Crystal
and
Golar Frost
following the conclusion of their charters with Nigeria LNG in March 2016 and their subsequent entry into the Cool Pool;
|
•
|
$10.0 million from the
Golar Celsius
and
Golar Penguin
following the deconsolidation of Golar Power, and thus its fleet, from July 6, 2016;
|
•
|
$2.0 million from the
Golar Arctic
as she was mostly off-hire during the first quarter of 2016 prior to the commencement of her two year floating storage unit charter on March 23, 2016 with an energy and logistics company in Jamaica;
|
•
|
$1.4 million from the
Golar Eskimo
relating to revenue earned prior to her disposal to Golar Partners in January 2015; and
|
•
|
$1.3 million from the
Golar Grand
relating to revenue earned prior to her being placed into cold lay-up in December 2015.
|
•
|
$11.2 million in respect of six of our vessels (excluding the
Golar Crystal
and the
Golar Frost
) operating in the Cool Pool due to the overall increase in utilization for these vessels in the period;
|
•
|
$1.0 million from the
Golar Tundra
relating to revenue earned from the WAGL time charter; and
|
•
|
$1.7 million to $14.2 million with respect to management fee income from the provision of services to Golar Partners under our management and administrative services and fleet management agreements compared to $12.5 million for the same period in 2015.
|
•
|
$4.2 million in operating costs in relation to the
Golar Celsius
and
Golar Penguin
following the deconsolidation of Golar Power, and thus its fleet, from July 6, 2016;
|
•
|
$2.7 million in operating costs in relation to our eight vessels operating in the Cool Pool;
|
•
|
$1.2 million in management fee costs due to our bringing in-house the technical operations;
|
•
|
$0.3 million from the
Golar Eskimo
in connection with her disposal to Golar Partners in January 2015; and
|
•
|
lower operating costs from our vessels in lay-up, namely the
Gimi
,
the
Gandria
and
the
Golar Viking
.
|
•
|
$13.8 million in charterhire expense relating to the charter-back of the
Golar Eskimo
from Golar Partners. The charter-back arrangement with Golar Partners was in connection with the disposal of the
Golar Eskimo
in January 2015, with the arrangement ending in June 2015. No comparable charterhire expense was therefore recognized in 2016; and
|
•
|
$13.3 million in charterhire expense relating to the charter-back of the
Golar Grand
from Golar Partners. The charter-back arrangement was pursuant to Golar Partners' exercise of its option in February 2015 under the Option Agreement executed in connection with the disposal of the vessel to Golar Partners in 2012. In 2015 these costs included $8.8 million of incremental liability arising from the re-measurement of Golar's guarantee obligation to Golar Partners. In addition, pursuant to entry of the
Golar Grand
into lay-up in December 2015, the daily charterhire rate was lowered to account for operating costs savings.
|
•
|
$1.4 million of voyage expense in relation to the
Golar Tundra
, which was delivered in November 2015; and
|
•
|
$3.3 million of voyage, charterhire and commission expense in relation to the
Golar Crystal
and
Golar Frost
following the conclusion of their charters with Nigeria LNG in March 2016 and their subsequent entry into the Cool Pool.
|
•
|
$0.9 million from our newbuildings delivered in the first quarter of 2015 (i.e.
Golar Ice
,
Golar Kelvin
and
Golar Snow
); and
|
•
|
$3.7 million from the
Golar Viking
,
which was sold on January 20, 2015 but subsequently reacquired on December 4, 2015, resulting in a full twelve months' depreciation charge in 2016.
|
|
December 31,
|
|
|
|||||
(in thousands of $)
|
2016
|
2015
|
Change
|
% Change
|
||||
Share of net earnings in Golar Partners
|
37,716
|
|
23,124
|
|
14,592
|
|
63
|
%
|
Gain on disposal of investments in Golar Partners
|
—
|
|
32,580
|
|
(32,580
|
)
|
100
|
%
|
Share of net (loss) earnings in other affiliates
|
(372
|
)
|
281
|
|
(653
|
)
|
(232
|
)%
|
|
37,344
|
|
55,985
|
|
(18,641
|
)
|
(33
|
)%
|
|
December 31,
|
|
|
|||||
(in thousands of $)
|
2016
|
2015
|
Change
|
% Change
|
||||
|
|
|
|
|
||||
Total operating expenses
|
(3,576
|
)
|
(4,869
|
)
|
1,293
|
|
(27
|
)%
|
Operating loss
|
(3,576
|
)
|
(4,869
|
)
|
1,293
|
|
(27
|
)%
|
|
December 31,
|
|
|
|||||
(in thousands of $)
|
2016
|
2015
|
Change
|
% Change
|
||||
|
|
|
|
|
||||
Equity in net (losses) earnings of affiliates
|
10,534
|
|
—
|
|
10,534
|
|
100
|
%
|
|
December 31,
|
|
|
|||||
(in thousands of $)
|
2016
|
2015
|
Change
|
% Change
|
||||
|
|
|
|
|
||||
Total other non-operating expense
|
(8,615
|
)
|
(27
|
)
|
(8,588
|
)
|
31,807
|
%
|
Interest income
|
2,969
|
|
6,896
|
|
(3,927
|
)
|
(57
|
)%
|
Interest expense
|
(71,201
|
)
|
(68,793
|
)
|
(2,408
|
)
|
4
|
%
|
Other financial items, net
|
8,691
|
|
(112,722
|
)
|
121,413
|
|
(108
|
)%
|
Income taxes
|
589
|
|
3,053
|
|
(2,464
|
)
|
(81
|
)%
|
Net income attributable to non-controlling interests
|
(25,751
|
)
|
(19,158
|
)
|
(6,593
|
)
|
34
|
%
|
Net loss attributable to stockholders of Golar LNG Ltd
|
(186,531
|
)
|
(171,146
|
)
|
(15,385
|
)
|
9
|
%
|
•
|
the higher interest income recognized in 2015 from the $220 million Eskimo vendor loan provided to Golar Partners in January 2015 to partly finance its acquisition of the
Golar Eskimo.
The Eskimo vendor loan was repaid in full in November 2015, thus there is no comparable interest income in 2016; and
|
•
|
the interest income earned on the loan facilities granted to Equinox in connection with their acquisition of the LNG carrier,
Golar Viking
, in February 2015. Following the impairment of the loan receivables in the third quarter of 2015, we ceased recognition of interest income. There was no comparable interest income in 2016.
|
|
December 31,
|
|
|
|||||
(in thousands of $)
|
2016
|
2015
|
Change
|
% Change
|
||||
Mark-to-market adjustment for interest rate swaps derivatives
|
2,818
|
|
(12,798
|
)
|
15,616
|
|
(122
|
)%
|
Interest expense on undesignated interest rate swaps
|
(10,153
|
)
|
(15,797
|
)
|
5,644
|
|
(36
|
)%
|
Net realized and unrealized losses on interest rate swap agreements
|
(7,335
|
)
|
(28,595
|
)
|
21,260
|
|
(74
|
)%
|
Mark-to-market adjustments for equity derivatives
|
24,819
|
|
(67,925
|
)
|
92,744
|
|
(137
|
)%
|
Impairment of loan
|
(7,627
|
)
|
(15,010
|
)
|
7,383
|
|
(49
|
)%
|
Financing arrangement fees and other costs
|
(404
|
)
|
(1,841
|
)
|
1,437
|
|
(78
|
)%
|
Amortization of debt guarantee
|
1,563
|
|
2,800
|
|
(1,237
|
)
|
(44
|
)%
|
Foreign exchange loss on operations
|
(1,909
|
)
|
(2,126
|
)
|
217
|
|
(10
|
)%
|
Other
|
(416
|
)
|
(25
|
)
|
(391
|
)
|
1,564
|
%
|
|
8,691
|
|
(112,722
|
)
|
121,413
|
|
(108
|
)%
|
•
|
receipt of $
13.1 million
in February 2018, in respect of cash distributions for the quarter ended
December 31, 2017
, from Golar Partners in relation to our interests in its common and general partner units held at the relevant record date, albeit $12.0 million was used to satisfy principal and interest repayments on the Margin Loan Facility as a result of 20,852,291 of Golar Partners common units held by us being pledged as security for the obligations under the facility; and
|
•
|
receipt of $9.8 million and $11.1 million in February 2018 and March 2018, respectively, pursuant to invoices issued in relation to the
Hilli
LTA.
|
•
|
additional capital contributions of $55.0 million, in aggregate, to Golar Power;
|
•
|
payments of $10.1 million, in aggregate, in cash distributions to our shareholders in January 2018 and April 2018 in respect of the quarters ended September 30, 2017 and December 31, 2017, respectively; and
|
•
|
payment of scheduled loan and interest repayments.
|
|
Year ended December 31,
|
|||||||
|
2017
|
|
2016
|
|
2015
|
|||
(in millions of $)
|
|
|
|
|
|
|||
Net cash provided by (used in) operating activities
|
47.1
|
|
|
(38.6
|
)
|
|
(344.6
|
)
|
Net cash used in investing activities
|
(433.8
|
)
|
|
(2.2
|
)
|
|
(256.0
|
)
|
Net cash provided by financing activities
|
377.3
|
|
|
159.7
|
|
|
514.4
|
|
Net (decrease) increase in cash and cash equivalents
|
(9.3
|
)
|
|
119.0
|
|
|
(86.2
|
)
|
Cash and cash equivalents at beginning of year
|
224.2
|
|
|
105.2
|
|
|
191.4
|
|
Cash and cash equivalents at end of year
|
214.9
|
|
|
224.2
|
|
|
105.2
|
|
•
|
the continued tightening of the LNG shipping market, which resulted in an overall increase in charter rates and higher utilization levels of our vessels trading in the Cool Pool;
|
•
|
an increase of $9.1 million in 2017, compared to 2016, of cash collateral released in relation to the letter of credit issued to our project partner under the
Hilli
LTA;
|
•
|
lower charterhire payments relating to the charter-back of the
Golar Grand
from Golar Partners as a result of her drydocking in 2017 in addition to the charter-back arrangement ending on November 1, 2017; and
|
•
|
improvement in the general timing of working capital in 2017 compared to the same period in 2016.
|
•
|
in the prior year 2015, we made a net deposit of $280.0 million cash collateral in connection with the issuance of the $400 million letter of credit to our project partner. In addition, during 2016, $48.1 million of cash collateral was returned to Golar;
|
•
|
a $10.4 million decrease in drydock expenditures in 2016 compared to the same period in 2015; and
|
•
|
improvement in the general timing of working capital in 2016 compared to the same period in 2015.
|
•
|
a deposit received of
$70.0 million
from Golar Partners in respect of the Hilli Sale Agreement in August 2017;
|
•
|
net cash inflows of
$11.2 million
from restricted cash primarily due to the decrease in cash collateral requirements provided against our Total Return Swap.
|
•
|
installment payments of
$19.2 million
in respect of
Golar Nanook
prior to her disposal to Golar Power;
|
•
|
purchase consideration received of
$107.2 million
from Golar Partners in respect of the sale of the
Golar Tundra
in May 2016;
|
•
|
net purchase consideration received of
$113.3 million
from Stonepeak in respect of their acquisition of a 50% interest in Golar Power in July 2016; and
|
•
|
net cash inflows of
$22.9 million
from restricted cash primarily due to the decrease in cash collateral requirements provided against our Total Return Swap.
|
•
|
$275.0 million drawn down on the FLNG Hilli facility in relation to the conversion of the
Hilli
to a FLNG;
|
•
|
$112.0 million of debt proceeds in connection with our refinancing of the
Golar Crystal
debt facility (see note 5 “Variable Interest Entities” of our Consolidated Financial Statements included herein);
|
•
|
$150.0 million of debt proceeds from the Margin Loan Facility entered into in March 2017; and
|
•
|
$391.4 million of debt proceeds from the new convertible bond which closed in February 2017.
|
•
|
loan repayments of
$446.6 million
, which includes the settlement of the balance outstanding on the refinanced
Golar Crystal
facility of $101.3 million in March 2017 as well as the buyback of the old convertible bond, which matured in March 2017, amounting to $219.7 million;
|
•
|
payment of
$31.2 million
for capped call transactions entered into in conjunction with the issuance of the new convertible bond mentioned above;
|
•
|
payment of dividends of
$20.4 million
; and
|
•
|
net cash outflows of
$50.1 million
relating to restricted cash balances held by our lessor VIEs as well as the cash collateral requirements with respect to the
$1.125 billion
debt facility.
|
•
|
$200 million drawn down on the FLNG Hilli facility in relation to the conversion of the
Hilli
to a FLNG;
|
•
|
$205.8 million of debt proceeds which refers to amounts drawn down by our lessor VIEs under their respective loan arrangements (see note 5 “Variable Interest Entities” of our Consolidated Financial Statements included herein), in connection with our refinancing of the
Golar Seal
debt facility amounting to $162.4 million, the releveraging of the
Golar Tundra
lease by $25.5 million and the balance of $17.9 million relating to short-term debt proceeds arising in the ICBCL lessor VIEs; and
|
•
|
proceeds of
$169.9 million
in relation to a registered equity offering which was closed in November 2016.
|
•
|
loan repayments of
$271.9 million
, which includes the settlement of the balance outstanding on the refinanced
Golar Seal
facility of $106.6 million in March 2016;
|
•
|
payment of dividends of
$54.3 million
;
|
•
|
net cash outflows of
$74.6 million
relating to restricted cash balances held by our lessor VIEs as well as the cash collateral requirements with respect to the
$1.125 billion
debt facility; and
|
•
|
purchases of our common shares at an aggregate cost of
$8.2 million
.
|
(in millions of $)
|
Total
Obligation
|
|
|
Due in 2018
|
|
|
Due in 2019 – 2020
|
|
|
Due in 2021 – 2022
|
|
|
Due Thereafter
|
|
Long-term and short-term debt
(1)
|
2,434.9
|
|
|
1,393.2
|
|
|
330.1
|
|
|
450.3
|
|
|
261.2
|
|
Interest commitments on long-term debt and other interest rate swaps
(2)
|
245.2
|
|
|
77.4
|
|
|
69.8
|
|
|
53.0
|
|
|
45.0
|
|
Operating lease obligations
(3)
|
5.3
|
|
|
1.4
|
|
|
2.4
|
|
|
1.5
|
|
|
—
|
|
Purchase obligations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Egyptian Venture
(4)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
FLNG conversion
(5)
|
146.8
|
|
|
146.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Other non-current liabilities
(6)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Total
|
2,832.1
|
|
|
1,618.8
|
|
|
402.3
|
|
|
504.8
|
|
|
306.2
|
|
(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 1.44% to 3.04% and take into account our various margin rates and interest rate swaps associated with each financing arrangement.
|
(3)
|
We are committed to making rental payments under operating leases for office premises.
|
(4)
|
As at December 31, 2017, we had a commitment to pay $1.0 million to an unrelated third party, contingent upon the conclusion of a material commercial business transaction by the Egyptian Natural Gas Holding Company, or ECGS, as consideration for work performed in connection with the setting up and incorporation of ECGS. This liability has been excluded from the above table, as the timing of any cash payment is uncertain.
|
(5)
|
This refers to our committed costs for the completion of the conversion of the
Hilli
into a FLNG. It does not include the
Gimi
and the
Gandria
since these vessels, as at December 31, 2017, had not yet entered into conversion and had not delivered their notices to proceed, among other conditions.
|
(6)
|
Our Consolidated Balance Sheet as of December 31, 2017, includes
$132.5 million
classified as "Other non-current liabilities" of which
$72.1 million
represents the FLNG deferred revenue, being the corresponding liability upon initial recognition of the LTA derivative asset,
$37.5 million
represents liabilities under our pension plans,
$11.4 million
represents other guarantees provided to Golar Partners and
represents the fair value of the costs to decommission the mooring to which the
Hilli
will be attached for the duration of the contract in Cameroon. These liabilities have been excluded from the above table as the timing and/or the amount of any cash payment is uncertain or in the case of the derivative, this represents deferred revenue. See note 24 ''Other Non-current Liabilities'' of our Consolidated Financial Statements included herein for additional information regarding our other non-current liabilities.
|
Name
|
|
Age
|
|
Position
|
Tor Olav Trøim
|
|
55
|
|
Chairman of our Board of Directors and Director
|
Daniel Rabun
|
|
63
|
|
Director, Audit Committee member and Nomination Committee member
|
Fredrik Halvorsen
|
|
44
|
|
Director
|
Carl Steen
|
|
67
|
|
Director, Audit Committee member, Compensation Committee member and Nomination Committee member
|
Niels Stolt-Nielsen
|
|
53
|
|
Director and Compensation Committee member
|
Lori Wheeler Naess
|
|
47
|
|
Director and Audit Committee Chairperson
|
Michael Ashford
|
|
71
|
|
Director and Company Secretary
|
Name
|
|
Age
|
|
Position
|
Iain Ross
|
|
56
|
|
Chief Executive Officer – Golar Management
|
Graham Robjohns
|
|
53
|
|
Deputy Chief Executive Officer and Chief Financial Officer – Golar Management
|
Øistein Dahl
|
|
57
|
|
Chief Operating Officer – Golar Management Norway
|
Hugo Skår
|
|
50
|
|
Chief Technical Officer – Golar Management
|
Director or Officer
|
Beneficial Ownership in
Common Shares
|
|
Interest in Options
|
|
|
|||||||||
|
Number of shares
|
|
%
|
|
|
Total
number of
options
|
|
Exercise price
|
|
Expiry date
|
||||
Tor Olav Trøim
|
5,233,953
(1)
|
|
|
5.18
|
%
|
|
8,251
|
|
|
$
|
5.18
|
|
|
2018
|
|
|
|
|
|
2,750
|
|
|
$
|
1.18
|
|
|
2018
|
||
|
|
|
|
|
150,000
|
|
|
$
|
55.80
|
|
|
2019
|
||
|
|
|
|
|
5,310
|
|
|
$
|
21.35
|
|
|
2021
|
||
|
|
|
|
|
103,970
|
|
|
$
|
27.06
|
|
|
2022
|
||
|
|
|
|
|
11,840
|
|
|
$
|
27.52
|
|
|
2023
|
||
Daniel Rabun
|
*
|
|
|
*
|
|
|
75,000
|
|
|
$
|
21.35
|
|
|
2021
|
|
|
|
|
|
11,905
|
|
|
$
|
27.06
|
|
|
2022
|
||
|
|
|
|
|
3,950
|
|
|
$
|
27.52
|
|
|
2023
|
||
Fredrik Halvorsen
|
*
|
|
|
*
|
|
|
5,310
|
|
|
$
|
21.35
|
|
|
2021
|
|
|
|
|
|
3,970
|
|
|
$
|
27.06
|
|
|
2022
|
||
|
|
|
|
|
3,950
|
|
|
$
|
27.52
|
|
|
2023
|
||
Carl Steen
|
—
|
|
|
—
|
|
|
5,310
|
|
|
$
|
21.35
|
|
|
2021
|
|
|
|
|
|
3,970
|
|
|
$
|
27.06
|
|
|
2022
|
||
|
|
|
|
|
3,950
|
|
|
$
|
27.52
|
|
|
2023
|
||
Niels Stolt-Nielsen
|
2,421,313
(2)
|
|
|
2.39
|
%
|
|
5,310
|
|
|
$
|
21.35
|
|
|
2021
|
|
|
|
|
|
3,970
|
|
|
$
|
27.06
|
|
|
2022
|
||
|
|
|
|
|
3,950
|
|
|
$
|
27.52
|
|
|
2023
|
||
Lori Wheeler Naess
|
—
|
|
|
—
|
|
|
5,310
|
|
|
$
|
21.35
|
|
|
2021
|
|
|
|
|
|
3,970
|
|
|
$
|
27.06
|
|
|
2022
|
||
|
|
|
|
|
3,950
|
|
|
$
|
27.52
|
|
|
2023
|
||
Michael Ashford
|
—
|
|
|
—
|
|
|
3,950
|
|
|
$
|
27.52
|
|
|
2023
|
Iain Ross
|
—
|
|
|
—
|
|
|
300,000
|
|
|
$
|
21.13
|
|
|
2022
|
Graham Robjohns
|
—
|
|
|
—
|
|
|
17,003
|
|
|
$
|
5.18
|
|
|
2018
|
|
|
|
|
|
16,502
|
|
|
$
|
1.18
|
|
|
2018
|
||
|
|
|
|
|
45,000
|
|
|
$
|
55.80
|
|
|
2019
|
||
|
|
|
|
|
4,600
|
|
|
$
|
55.80
|
|
|
2020
|
||
|
|
|
|
|
29,250
|
|
|
$
|
23.20
|
|
|
2021
|
||
|
|
|
|
|
11,200
|
|
|
$
|
27.52
|
|
|
2023
|
||
Øistein Dahl
|
*
|
|
|
*
|
|
|
25,000
|
|
|
$
|
24.15
|
|
|
2018
|
|
|
|
|
|
75,000
|
|
|
$
|
55.80
|
|
|
2019
|
||
|
|
|
|
|
6,100
|
|
|
$
|
55.80
|
|
|
2020
|
||
|
|
|
|
|
50,000
|
|
|
$
|
23.20
|
|
|
2021
|
||
|
|
|
|
|
8,400
|
|
|
$
|
27.52
|
|
|
2023
|
||
Hugo Skår
|
—
|
|
|
—
|
|
|
100,000
|
|
|
$
|
55.80
|
|
|
2019
|
|
|
|
|
|
6,100
|
|
|
$
|
55.80
|
|
|
2020
|
||
|
|
|
|
|
50,000
|
|
|
$
|
23.20
|
|
|
2021
|
||
|
|
|
|
|
8,400
|
|
|
$
|
27.52
|
|
|
2023
|
|
|
|
|
||
|
|
Common Shares
|
|||
Owner
|
|
Number
|
Percent
|
||
FMR LLC
(1)
|
|
10,108,065
|
|
9.99
|
%
|
Capital Research Global Investors
(2)
|
|
9,266,165
|
|
9.16
|
%
|
Barrow, Hanley, Mewhinney and Strauss, LLC
(3)
|
|
6,640,482
|
|
6.57
|
%
|
Vanguard Whitehall Funds
(4)
|
|
5,342,908
|
|
5.28
|
%
|
|
|
Nasdaq
|
||||||
|
|
High
|
|
|
Low
|
|
||
Year ended December 31
|
|
|
|
|
||||
2017
|
|
$
|
30.20
|
|
|
$
|
19.32
|
|
2016
|
|
$
|
26.49
|
|
|
$
|
9.42
|
|
2015
|
|
$
|
51.89
|
|
|
$
|
13.50
|
|
2014
|
|
$
|
74.44
|
|
|
$
|
31.21
|
|
2013
|
|
$
|
41.55
|
|
|
$
|
30.51
|
|
|
|
Nasdaq
|
||||||
|
|
High
|
|
|
Low
|
|
||
Quarter ended
|
|
|
|
|
||||
Second quarter 2018
(1)
|
|
$
|
28.98
|
|
|
$
|
26.47
|
|
First quarter 2018
|
|
$
|
31.64
|
|
|
$
|
24.45
|
|
Fourth quarter 2017
|
|
$
|
30.20
|
|
|
$
|
19.32
|
|
Third quarter 2017
|
|
$
|
24.20
|
|
|
$
|
19.94
|
|
Second quarter 2017
|
|
$
|
28.50
|
|
|
$
|
20.23
|
|
First quarter 2017
|
|
$
|
29.18
|
|
|
$
|
23.33
|
|
Fourth quarter 2016
|
|
$
|
26.49
|
|
|
$
|
20.22
|
|
Third quarter 2016
|
|
$
|
22.89
|
|
|
$
|
14.96
|
|
Second quarter 2016
|
|
$
|
24.67
|
|
|
$
|
14.32
|
|
First quarter 2016
|
|
$
|
21.53
|
|
|
$
|
9.42
|
|
•
|
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.
|
•
|
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.
|
1.
|
Rules of Golar LNG Limited Bermuda Employee Share Option Scheme.
|
2.
|
Omnibus Agreement dated April 13, 2011, by and among Golar LNG Limited, Golar LNG Partners LP, Golar GP LLC and Golar Energy Limited.
|
3.
|
Amendment No. 1 to Omnibus Agreement, dated October 5, 2011 by and among Golar LNG Limited, Golar LNG Partners LP, Golar GP LLC and Golar Energy Limited.
|
4.
|
Bermuda Tax Assurance, dated May 23, 2011.
|
5.
|
Bond Agreement dated March 5, 2012 between Golar LNG Ltd and Norsk Tillitsmann ASA as bond trustee.
|
6.
|
Engineering, Procurement and Construction Contract, dated May 22, 2014 by and between Golar Hilli Corporation and Keppel Shipyard Limited.
|
7.
|
Facilities Agreement, by and among Golar Hull M2021 Corp, Golar Hull M2026 Corp, Golar Hull M2031 Corp, Golar Hull M2022 Corp, Golar Hull M2023 Corp, Golar Hull M2027 Corp, Golar Hull M2024 Corp, Golar LNG NB 12 Corporation, and a consortium of banks for a $1.125 billion facility, dated July 25, 2013.
|
8.
|
Supplemental Agreement between Golar Hull M2021 Corp, Golar Hull M2026 Corp, Golar Hull M2031 Corp, Golar Hull M2022 Corp, Golar Hull M2023 Corp, Golar Hull M2027 Corp, Golar Hull M2024 Corp, Golar LNG NB 12 Corporation, and a consortium of banks for $1.125 billion facility, dated October 1, 2013.
|
9.
|
Second Supplemental Agreement between Golar Hull M2021 Corp, Golar Hull M2026 Corp, Golar Hull M2031 Corp, Golar Hull M2022 Corp, Golar Hull M2023 Corp, Golar Hull M2027 Corp, Golar Hull M2024 Corp, Golar LNG NB 12 Corporation, and a consortium of banks for $1.125 billion facility, dated August 28, 2014.
|
10.
|
Third Supplemental Agreement between Golar Hull M021 Corp, Golar Hull M026 Corp, Golar Hull M2031 Corp, Golar Hull M2022 Corp, Golar Hull M2023 Corp, Golar Hull M2027 Corp, Golar Hull M2024 Corp, Golar LNG NB 12 Corporation, and a consortium of banks for $1.125 billion facility, dated December 11, 2014.
|
11.
|
Letter Agreement, dated as of January 20, 2015, by and between Golar LNG Limited and Golar LNG Partners LP.
|
12.
|
Loan Agreement, dated as of January 20, 2015, by and between Golar LNG Limited and Golar LNG Partners LP.
|
13.
|
LNG Time Charter Party, dated May 27, 2015, by and between Golar Grand Corporation and Golar Trading Corporation.
|
14.
|
Engineering, Procurement and Construction Contract, dated July 21, 2015 by and between Golar Gandria N.V. and Keppel Shipyard Limited.
|
15.
|
Memorandum of Agreement, dated September 9, 2015, by and between Golar Hilli Corporation and Fortune Lianjiang Shipping S.A.
|
16.
|
Pre-delivery Financing Agreement related to the
Hilli
conversion dated September 9, 2015 by and between Fortune Lianjiang Shipping S.A. and Golar Hilli Corporation.
|
17.
|
Purchase, Sale and Contribution Agreement, dated February 10, 2016, by and between Golar Partners Operating LLC and Golar LNG Ltd, providing for, among other things, the sale of the
Golar Tundra
.
|
18.
|
Management and Administrative Services Agreement, effective as of April 1, 2016, between Golar LNG Partners LP and Golar Management Limited. Share Purchase Agreement, dated June 17, 2016, by and between Golar LNG and Stonepeak Infrastructure Fund II Cayman (G) Ltd.
|
19.
|
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.
|
20.
|
Joint Venture and Shareholders' Agreement, dated July 25, 2016, by and between Golar GLS UK Limited and Schlumberger B.V.
|
21.
|
Second Amended and Restated Agreement of Limited Partnership of Golar LNG Partners LP dated October 19, 2016.
|
22.
|
Exchange Agreement, dated October 13, 2016, by and among Golar LNG Partners LP, Golar LNG Limited and Golar GP LLC.
|
23.
|
Engineering, Procurement and Construction Contract, dated December 27, 2016, by and between Golar Gimi Corporation and Keppel Shipyard Limited.
|
24.
|
Indenture, dated February 17, 2017, between Golar LNG Limited and Deutsche Bank Trust Company Americas as a Bond Trustee.
|
25.
|
Loan Agreement, dated March 3, 2017, by and between Golar ML LLC and Citibank N.A.
|
26.
|
General Management Agreement, dated April 4, 2017, by and between Golar Management Ltd and Golar Power Limited.
|
27.
|
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.
|
28.
|
2017 Long-Term Incentive Plan.
|
29.
|
Liquefaction Tolling Agreement, dated November 29, 2017, between Societe Nationale de Hydrocarbures, Perenco Cameroon SA, Golar Hilli Corporation and Golar Cameroon SASU.
|
•
|
we and each subsidiary are organized in a "qualified foreign country," defined as a country that grants an equivalent exemption from tax to corporations organized in the United States in respect of the shipping income for which exemption is being claimed under section 883 of the Code; this is also known as the "Country of Organization Requirement"; and
|
•
|
either:
|
–
|
more than 50% of the value of our stock is treated as owned, directly or indirectly, by individuals who are "residents" of qualified foreign countries; this is also known as the "Ownership Requirement"; or
|
–
|
our stock is "primarily and regularly traded on an established securities market" in the United States or any qualified foreign country; this is also known as the "Publicly-Traded Requirement".
|
•
|
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."
|
•
|
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.
|
•
|
pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;
|
•
|
provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and
|
•
|
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.
|
Fiscal year ended December 31, 2017
|
$
|
1,479,984
|
|
Fiscal year ended December 31, 2016
|
$
|
1,989,721
|
|
Fiscal year ended December 31, 2017
|
$
|
608,312
|
|
Fiscal year ended December 31, 2016
|
$
|
63,636
|
|
Fiscal year ended December 31, 2017
|
$
|
145,010
|
|
Fiscal year ended December 31, 2016
|
$
|
109,663
|
|
Fiscal year ended December 31, 2017
|
$
|
223,752
|
|
Fiscal year ended December 31, 2016
|
$
|
170,416
|
|
|
Total number of shares purchased
|
|
|
Average price paid per share
|
|
|
Total number of shares purchased as part of publicly announced plans or programme
|
|
|
Maximum number of shares that may be purchased under the plans or programme
(1)
|
|
|
October 2015
|
300,000
|
|
|
$
|
40.90
|
|
|
300,000
|
|
|
4,400,000
|
|
January 2016
|
200,000
|
|
|
$
|
41.07
|
|
|
200,000
|
|
|
4,200,000
|
|
As of November 30, 2016
(1)
|
500,000
|
|
|
$
|
40.97
|
|
|
500,000
|
|
|
—
|
|
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**
|
Certificate of Incorporation as adopted on May 10, 2001, incorporated by reference to Exhibit 1.3 of Golar LNG Limited’s Original Registration Statement.
|
1.4**
|
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.
|
1.5**
|
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.
|
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.
|
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**
|
Omnibus Agreement dated April 13, 2011, by and among Golar LNG Limited, Golar LNG Partners LP, Golar GP LLC and Golar Energy Limited, incorporated by reference to Exhibit 4.2* of Golar LNG Partners L.P. Annual Report on Form 20-F for the fiscal year ended December 31, 2011.
|
4.3**
|
Amendment No. 1 to Omnibus Agreement, dated October 5, 2011 by and among Golar LNG Limited, Golar LNG Partners LP, Golar GP LLC and Golar Energy Limited, incorporated by reference to Exhibit 4.2(a)* of Golar LNG Partners L.P. Annual Report on Form 20-F for the fiscal year ended December 31, 2011.
|
4.4**
|
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.
|
4.5**
|
Bond Agreement dated March 5, 2012 between Golar LNG Ltd and Norsk Tillitsmann ASA as bond trustee, incorporated by reference to Exhibit 4.6 of Golar LNG Limited Annual Report on Form 20-F for the fiscal year ended December 31, 2012.
|
4.6**
|
Engineering, Procurement and Construction Contract, dated May 22, 2014 by and between Golar Hilli Corporation and Keppel Shipyard Limited, incorporated by reference to Exhibit 5.1 to Golar LNG Limited’s Report of Foreign Issuer on Form 6-K filed on September 4, 2014.
|
4.7**
|
Facilities Agreement by and among Golar Hull M2021 Corp, Golar Hull M2026 Corp, Golar Hull M2031 Corp, Golar Hull M2022 Corp, Golar Hull M2023 Corp, Golar Hull M2027 Corp, Golar Hull M2024 Corp, Golar LNG NB 12 Corporation, and a consortium of banks for a $1.125 billion facility, dated July 25, 2013, incorporated by reference to Exhibit 4.9 of Golar LNG Limited Annual Report on Form 20-F for the fiscal year ended December 31, 2013.
|
4.8**
|
Supplemental Agreement between Golar Hull M2021 Corp, Golar Hull M2026 Corp, Golar Hull M2031 Corp, Golar Hull M2022 Corp, Golar Hull M2023 Corp, Golar Hull M2027 Corp, Golar Hull M2024 Corp, Golar LNG NB 12 Corporation, and a consortium of banks for $1.125 billion facility, dated October 1, 2013, incorporated by reference to Exhibit 4.14 of Golar LNG Limited Annual Report on Form 20-F for the fiscal year ended December 31, 2014.
|
4.9**
|
Second Supplemental Agreement, by and among Golar Hull M2021 Corp, Golar Hull M2026 Corp, Golar Hull M2031 Corp, Golar Hull M2022 Corp, Golar Hull M2023 Corp, Golar Hull M2027 Corp, Golar Hull M2024 Corp, Golar LNG NB 12 Corporation, and a consortium of banks for $1.125 billion facility, dated August 28, 2014, incorporated by reference to Exhibit 4.15 of Golar LNG Limited Annual Report on Form 20-F for the fiscal year ended December 31, 2014.
|
4.10**
|
Third Supplemental Agreement between Golar Hull M2021 Corp, Golar Hull M2026 Corp, Golar Hull M2031 Corp, Golar Hull M2022 Corp, Golar Hull M2023 Corp, Golar Hull M2027 Corp, Golar Hull M2024 Corp, Golar LNG NB 12 Corporation, and a consortium of banks for $1.125 billion facility, dated December 11, 2014, incorporated by reference to Exhibit 4.16 of Golar LNG Limited Annual Report on Form 20-F for the fiscal year ended December 31, 2014.
|
4.11**
|
Letter Agreement, dated as of January 20, 2015, by and between Golar LNG Partners LP and Golar LNG Limited, incorporated by reference to Exhibit 4.17 of Golar LNG Limited Annual Report on Form 20-F for the fiscal year ended December 31, 2014.
|
4.12**
|
Loan Agreement, dated as of January 20, 2015, by and between Golar LNG Partners LP and Golar LNG Limited, incorporated by reference to Exhibit 4.18 of Golar LNG Limited Annual Report on Form 20-F for the fiscal year ended December 31, 2014.
|
4.13**
|
LNG Time charter party dated May 27, 2015 between Golar Grand Corporation and Golar Trading Corporation, incorporated by reference to Exhibit 4.1 to Golar LNG Limited’s Report of Foreign Issuer on Form 6-K filed on August 13, 2015.
|
4.14**
|
Engineering, Procurement and Construction Contract, dated July 21, 2015 by and between Golar Gandria N.V. and Keppel Shipyard Limited, incorporated by reference to Exhibit 4.20 of Golar LNG Limited Annual Report on Form 20-F for the fiscal year ended December 31, 2015.
|
4.15**
|
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.
|
4.16**
|
Pre-delivery Financing Agreement related to the Hilli conversion dated September 9, 2015 by and between Fortune Lianjiang Shipping S.A. and Golar Hilli Corporation, incorporated by reference to Exhibit 4.2 to Golar LNG Limited’s Report of Foreign Issuer on Form 6-K filed on December 24, 2015.
|
4.17**
|
Purchase, Sale and Contribution Agreement, dated February 10, 2016, by and between Golar Partners Operating LLC and Golar LNG Limited, providing for, among other things, the sale of the
Golar Tundra,
incorporated by reference to Exhibit 4.23 of Golar LNG Limited Annual Report on Form 20-F for the fiscal year ended December 31, 2015.
|
4.18**
|
Management and Administrative Services Agreement, effective as of April 1, 2016, between Golar LNG Partners LP and Golar Management Limited
,
incorporated by reference to Exhibit 4.20 of Golar LNG Limited Annual Report on Form 20-F for the fiscal year ended December 31, 2016.
|
4.19**
|
Share Purchase Agreement, dated June 17, 2016, by and between Golar LNG and Stonepeak Infrastructure Fund II Cayman (G) Ltd
,
incorporated by reference to Exhibit 4.21 of Golar LNG Limited Annual Report on Form 20-F for the fiscal year ended December 31, 2016.
|
4.20**
|
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
,
incorporated by reference to Exhibit 4.22 of Golar LNG Limited Annual Report on Form 20-F for the fiscal year ended December 31, 2016.
|
4.21**
|
Joint Venture and Shareholders' Agreement, dated July 25, 2016, by and between Golar GLS UK Limited and Schlumberger B.V.
,
incorporated by reference to Exhibit 4.23 of Golar LNG Limited Annual Report on Form 20-F for the fiscal year ended December 31, 2016.
|
4.22**
|
Exchange Agreement, dated October 13, 2016, by and among Golar LNG Partners LP, Golar LNG Limited and Golar GP LLC, incorporated by reference to Exhibit 10.1 to Golar LNG Limited’s Report of Foreign Issuer on Form 6-K of Golar LNG Partners LP, filed on October 19, 2016.
|
4.23**
|
Second Amended and Restated Agreement of Limited Partnership of Golar LNG Partners LP dated October 19, 2016, incorporated by reference to Exhibit 3.2 to the Registration Statement on Form 8-A/A of Golar LNG Partners LP, filed on October 19, 2016.
|
4.24**
|
Engineering, Procurement and Construction Contract, dated December 27, 2016, by and between Golar Gimi Corporation and Keppel Shipyard Limited
,
incorporated by reference to Exhibit 4.26 of Golar LNG Limited Annual Report on Form 20-F for the fiscal year ended December 31, 2016.
|
4.25**
|
Loan Agreement, dated March 3, 2017, by and between Golar ML LLC and Citibank N.A.
,
incorporated by reference to Exhibit 4.27 of Golar LNG Limited Annual Report on Form 20-F for the fiscal year ended December 31, 2016.
|
4.26**
|
General Management Agreement, dated April 4, 2017, by and between Golar Management Ltd and Golar Power Limited
,
incorporated by reference to Exhibit 4.28 of Golar LNG Limited Annual Report on Form 20-F for the fiscal year ended December 31, 2016.
|
4.27**
|
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.
|
4.28**
|
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.
|
4.29
*
|
Liquefaction Tolling Agreement, dated November 29, 2017, between Societe Nationale de Hydrocarbures, Perenco Cameroon SA, Golar Hilli Corporation and Golar Cameroon SASU.
|
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.
|
15.1
*
|
Consent of Independent Registered Public Accounting Firm - Ernst & Young LLP.
|
|
Golar LNG Limited
|
||
|
(Registrant)
|
||
|
|
||
Date
|
April 16, 2018
|
By
|
/s/ Graham Robjohns
|
|
|
Graham Robjohns
|
|
|
|
Principal Financial and Accounting Officer
|
|
Page
|
Audited Consolidated Statements of Operations for the years ended December 31,
2017, 2016 and 2015
|
|
Audited Consolidated Statements of Cash Flows for the years ended December 31,
2017, 2016 and 2015
|
|
/s/ Ernst & Young LLP
|
|
We have served as the Company’s auditor since 2014.
|
|
London, United Kingdom
|
|
April 16, 2018
|
|
/s/ Ernst & Young LLP
|
|
London, United Kingdom
|
|
April 16, 2018
|
|
|
Notes
|
|
2017
|
|
|
2016
|
|
|
2015
|
|
COMPREHENSIVE LOSS
|
|
|
|
|
|
|
|
|||
Net loss
|
|
|
(145,279
|
)
|
|
(160,780
|
)
|
|
(151,988
|
)
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
|
Gain (loss) associated with pensions, net of tax
|
25, 27
|
|
157
|
|
|
(556
|
)
|
|
2,851
|
|
Net gain (loss) on qualifying cash flow hedging instruments
(1)(2)
|
27
|
|
1,616
|
|
|
3,606
|
|
|
(4,440
|
)
|
|
|
|
1,773
|
|
|
3,050
|
|
|
(1,589
|
)
|
Comprehensive loss
|
|
|
(143,506
|
)
|
|
(157,730
|
)
|
|
(153,577
|
)
|
|
|
|
|
|
|
|
|
|||
Comprehensive loss attributable to:
|
|
|
|
|
|
|
|
|||
Stockholders of Golar LNG Limited
|
|
|
(177,930
|
)
|
|
(183,481
|
)
|
|
(172,735
|
)
|
Non-controlling interests
|
|
|
34,424
|
|
|
25,751
|
|
|
19,158
|
|
Comprehensive loss
|
|
|
(143,506
|
)
|
|
(157,730
|
)
|
|
(153,577
|
)
|
|
Notes
|
|
2017
|
|
|
2016
|
|
ASSETS
|
|
|
|
|
|
||
Current assets
|
|
|
|
|
|
||
Cash and cash equivalents
|
|
|
214,862
|
|
|
224,190
|
|
Restricted cash and short-term deposits
|
18
|
|
222,265
|
|
|
183,693
|
|
Trade accounts receivable
*
|
|
|
14,980
|
|
|
3,567
|
|
Amounts due from related parties
|
29
|
|
7,898
|
|
|
—
|
|
Inventories
|
|
|
7,408
|
|
|
7,257
|
|
Other current assets
|
15
|
|
6,047
|
|
|
7,510
|
|
Total current assets
|
|
|
473,460
|
|
|
426,217
|
|
Non-current assets
|
|
|
|
|
|
||
Restricted cash
|
18
|
|
175,550
|
|
|
232,335
|
|
Investments in affiliates
|
14
|
|
703,225
|
|
|
648,780
|
|
Cost method investment
|
19
|
|
7,347
|
|
|
7,347
|
|
Asset under development
|
16
|
|
1,177,489
|
|
|
731,993
|
|
Vessels and equipment, net
|
17
|
|
2,077,059
|
|
|
2,153,831
|
|
Other non-current assets
|
20
|
|
150,157
|
|
|
56,408
|
|
Total assets
|
|
|
4,764,287
|
|
|
4,256,911
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
|
|
|
Current liabilities
|
|
|
|
|
|
|
|
Current portion of long-term debt and short-term debt
|
23
|
|
1,384,933
|
|
|
451,454
|
|
Trade accounts payable
*
|
|
|
70,430
|
|
|
24,559
|
|
Accrued expenses
*
|
21
|
|
105,895
|
|
|
78,462
|
|
Amounts due to related parties
|
29
|
|
8,734
|
|
|
135,668
|
|
Other current liabilities
|
22
|
|
62,282
|
|
|
78,984
|
|
Total current liabilities
|
|
|
1,632,274
|
|
|
769,127
|
|
Non-current liabilities
|
|
|
|
|
|
||
Long-term debt
|
23
|
|
1,025,914
|
|
|
1,525,744
|
|
Amounts due to related parties
|
29
|
|
177,247
|
|
|
—
|
|
Other non-current liabilities
|
24
|
|
132,548
|
|
|
52,214
|
|
Total liabilities
|
|
|
2,967,983
|
|
|
2,347,085
|
|
Commitments and contingencies
EQUITY
|
30, 31
|
|
|
|
|
|
|
Share capital 101,118,289 common shares of $1.00 each issued and outstanding (2016: 101,080,673)
|
26
|
|
101,119
|
|
|
101,081
|
|
Treasury shares
|
|
|
(20,483
|
)
|
|
(20,483
|
)
|
Additional paid-in capital
|
|
|
1,538,191
|
|
|
1,488,556
|
|
Contributed surplus
|
|
|
200,000
|
|
|
200,000
|
|
Accumulated other comprehensive loss
|
|
|
(7,769
|
)
|
|
(9,542
|
)
|
Retained (loss) earnings
|
|
|
(95,742
|
)
|
|
103,650
|
|
Total stockholders' equity
|
|
|
1,715,316
|
|
|
1,863,262
|
|
Non-controlling interests
|
5
|
|
80,988
|
|
|
46,564
|
|
Total equity
|
|
|
1,796,304
|
|
|
1,909,826
|
|
Total liabilities and equity
|
|
|
4,764,287
|
|
|
4,256,911
|
|
|
Notes
|
|
2017
|
|
|
2016
|
|
|
2015
|
|
Operating activities
|
|
|
|
|
|
|
|
|||
Net loss
|
|
|
(145,279
|
)
|
|
(160,780
|
)
|
|
(151,988
|
)
|
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
|
|
|
|
|
|
|
|
|
||
Depreciation and amortization
|
17
|
|
76,522
|
|
|
72,972
|
|
|
73,732
|
|
Amortization of deferred charges and debt guarantees
|
|
|
(900
|
)
|
|
13,732
|
|
|
(2,073
|
)
|
Equity in net losses (earnings) of affiliates
|
|
|
25,448
|
|
|
(47,878
|
)
|
|
(55,985
|
)
|
Gain on disposals to Golar Partners
|
6
|
|
—
|
|
|
—
|
|
|
(102,406
|
)
|
Net loss on loss of control of Golar Power
|
7
|
|
—
|
|
|
8,483
|
|
|
—
|
|
Loss on disposal of vessel held-for-sale
|
|
|
—
|
|
|
—
|
|
|
5,824
|
|
Impairment of vessel held-for-sale
|
|
|
—
|
|
|
—
|
|
|
1,032
|
|
Dividends received
|
|
|
52,666
|
|
|
55,517
|
|
|
52,800
|
|
Compensation cost related to stock options
|
|
|
8,991
|
|
|
5,816
|
|
|
4,125
|
|
Net foreign exchange losses
|
|
|
1,620
|
|
|
1,429
|
|
|
2,404
|
|
Amortization of deferred tax benefits on intra-group transfers
|
|
|
—
|
|
|
(1,715
|
)
|
|
(3,488
|
)
|
Impairment of non-current assets
|
9
|
|
—
|
|
|
1,706
|
|
|
1,957
|
|
Impairment of loan receivable
|
|
|
—
|
|
|
7,627
|
|
|
15,010
|
|
Drydocking expenditure
|
|
|
—
|
|
|
—
|
|
|
(10,405
|
)
|
Change in assets and liabilities:
|
|
|
|
|
|
|
|
|||
Restricted cash
|
18
|
|
57,110
|
|
|
47,834
|
|
|
(280,000
|
)
|
Trade accounts receivable
|
|
|
(11,413
|
)
|
|
(567
|
)
|
|
911
|
|
Inventories
|
|
|
(151
|
)
|
|
987
|
|
|
(2,252
|
)
|
Other non-current and current assets
|
|
|
(102,453
|
)
|
|
14,924
|
|
|
(6,361
|
)
|
Amounts due to related companies
|
|
|
(27,130
|
)
|
|
(9,444
|
)
|
|
15,259
|
|
Trade accounts payable
|
|
|
1,593
|
|
|
(28,511
|
)
|
|
8,944
|
|
Accrued expenses
|
|
|
28,666
|
|
|
(3,410
|
)
|
|
21,479
|
|
Other current liabilities
(1)
|
|
|
81,844
|
|
|
(17,273
|
)
|
|
66,832
|
|
Net cash provided by (used in) operating activities
|
|
|
47,134
|
|
|
(38,551
|
)
|
|
(344,649
|
)
|
Investing activities
|
|
|
|
|
|
|
|
|||
Additions to vessels and equipment
|
|
|
(1,349
|
)
|
|
(14,477
|
)
|
|
(26,110
|
)
|
Additions to newbuildings
|
|
|
—
|
|
|
(19,220
|
)
|
|
(559,667
|
)
|
Additions to asset under development
|
|
|
(390,552
|
)
|
|
(200,821
|
)
|
|
(111,572
|
)
|
Investment in subsidiary, net of cash acquired
|
|
|
—
|
|
|
—
|
|
|
(16
|
)
|
Proceeds from disposal of investments in affiliates
|
|
|
—
|
|
|
—
|
|
|
207,428
|
|
Additions to investments in affiliates
|
|
|
(123,107
|
)
|
|
(10,200
|
)
|
|
(5,023
|
)
|
Short-term loan granted
|
|
|
—
|
|
|
(1,000
|
)
|
|
(2,000
|
)
|
Proceeds from repayment of short-term loan granted
|
|
|
—
|
|
|
—
|
|
|
400
|
|
Proceeds from disposals to Golar Partners, net of cash disposed
|
|
|
70,000
|
|
|
107,247
|
|
|
226,872
|
|
Proceeds from loss of control of Golar Power, net of cash disposed
|
|
|
—
|
|
|
113,321
|
|
|
—
|
|
Proceeds from repayment of short-term loan granted to Golar Partners
|
|
|
—
|
|
|
—
|
|
|
20,000
|
|
Proceeds from disposal of fixed assets
|
|
|
—
|
|
|
—
|
|
|
18,987
|
|
Restricted cash and short-term deposits
|
18
|
|
11,239
|
|
|
22,928
|
|
|
(25,255
|
)
|
Net cash used in investing activities
|
|
|
(433,769
|
)
|
|
(2,222
|
)
|
|
(255,956
|
)
|
Financing activities
|
|
|
|
|
|
|
|
|||
Proceeds from short-term and long-term debt (including related parties)
|
23
|
|
928,432
|
|
|
405,817
|
|
|
918,801
|
|
Payment for capped call in connection with bond issuance
|
23
|
|
(31,194
|
)
|
|
—
|
|
|
—
|
|
Repayments of short-term and long-term debt (including related parties)
|
23
|
|
(446,626
|
)
|
|
(271,858
|
)
|
|
(215,363
|
)
|
Financing costs paid
|
|
|
(1,564
|
)
|
|
(8,372
|
)
|
|
(23,266
|
)
|
Cash dividends paid
|
|
|
(20,438
|
)
|
|
(54,348
|
)
|
|
(121,358
|
)
|
Proceeds from exercise of share options
|
|
|
(1,167
|
)
|
|
1,435
|
|
|
225
|
|
Purchase of treasury shares
|
|
|
—
|
|
|
(8,214
|
)
|
|
(12,269
|
)
|
Proceeds from issuance of equity
|
|
|
—
|
|
|
169,876
|
|
|
—
|
|
Restricted cash and short-term deposits
|
|
|
(50,136
|
)
|
|
(74,608
|
)
|
|
(32,340
|
)
|
Net cash provided by financing activities
|
|
|
377,307
|
|
|
159,728
|
|
|
514,430
|
|
Net (decrease) increase in cash and cash equivalents
|
|
|
(9,328
|
)
|
|
118,955
|
|
|
(86,175
|
)
|
Cash and cash equivalents at beginning of period
|
|
|
224,190
|
|
|
105,235
|
|
|
191,410
|
|
Cash and cash equivalents at end of period
|
|
|
214,862
|
|
|
224,190
|
|
|
105,235
|
|
|
|
|
|
|
|
|
|
|||
Supplemental disclosure of cash flow information:
|
|
|
|
|
|
|
|
|
|
|
Cash paid during the year for:
|
|
|
|
|
|
|
|
|
|
|
Interest paid, net of capitalized interest
|
|
|
34,479
|
|
|
24,828
|
|
|
35,450
|
|
Income taxes paid
|
|
|
1,240
|
|
|
555
|
|
|
1,278
|
|
|
Notes
|
|
Share Capital
|
|
Treasury Shares
|
|
Additional Paid-in Capital
|
|
Contributed Surplus
|
|
Accumulated Other Comprehensive Loss
|
|
Retained Earnings (Losses)
|
|
Non-controlling Interests
|
|
Total
Equity
|
||||||||
Balance at December 31, 2014
|
|
|
93,415
|
|
|
—
|
|
|
1,307,087
|
|
|
200,000
|
|
|
(6,579
|
)
|
|
641,844
|
|
|
1,655
|
|
|
2,237,422
|
|
Net loss
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(171,146
|
)
|
|
19,158
|
|
|
(151,988
|
)
|
Dividends
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(161,824
|
)
|
|
—
|
|
|
(161,824
|
)
|
Exercise of share options
|
|
|
132
|
|
|
—
|
|
|
93
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
225
|
|
Grant of share options
|
|
|
—
|
|
|
—
|
|
|
6,358
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,358
|
|
Forfeiture of share options
|
|
|
—
|
|
|
—
|
|
|
(2,521
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,521
|
)
|
Cancellation of share options
|
|
|
—
|
|
|
—
|
|
|
786
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
786
|
|
Transfer of additional paid-in capital
|
|
|
—
|
|
|
—
|
|
|
6,003
|
|
|
—
|
|
|
(4,424
|
)
|
|
—
|
|
|
—
|
|
|
1,579
|
|
Other comprehensive loss
|
27
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,589
|
)
|
|
—
|
|
|
—
|
|
|
(1,589
|
)
|
Treasury shares
|
|
|
—
|
|
|
(12,269
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(12,269
|
)
|
Balance at December 31, 2015
|
|
|
93,547
|
|
|
(12,269
|
)
|
|
1,317,806
|
|
|
200,000
|
|
|
(12,592
|
)
|
|
308,874
|
|
|
20,813
|
|
|
1,916,179
|
|
Net loss
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(186,531
|
)
|
|
25,751
|
|
|
(160,780
|
)
|
Dividends
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(18,693
|
)
|
|
—
|
|
|
(18,693
|
)
|
Exercise of share options
|
|
|
59
|
|
|
—
|
|
|
1,376
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,435
|
|
Grant of share options
|
|
|
—
|
|
|
—
|
|
|
7,865
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,865
|
|
Forfeiture of share options
|
|
|
—
|
|
|
—
|
|
|
(892
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(892
|
)
|
Net proceeds from issuance of shares
|
26
|
|
7,475
|
|
|
—
|
|
|
162,401
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
169,876
|
|
Other comprehensive income
|
27
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,050
|
|
|
—
|
|
|
—
|
|
|
3,050
|
|
Treasury shares
|
|
|
—
|
|
|
(8,214
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8,214
|
)
|
Balance at December 31, 2016
|
|
|
101,081
|
|
|
(20,483
|
)
|
|
1,488,556
|
|
|
200,000
|
|
|
(9,542
|
)
|
|
103,650
|
|
|
46,564
|
|
|
1,909,826
|
|
Net loss
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(179,703
|
)
|
|
34,424
|
|
|
(145,279
|
)
|
Dividends
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(19,689
|
)
|
|
—
|
|
|
(19,689
|
)
|
Exercise of share options
|
|
|
38
|
|
|
—
|
|
|
(1,204
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,166
|
)
|
Grant of share options
|
|
|
—
|
|
|
—
|
|
|
11,098
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11,098
|
|
Forfeiture of share options
|
|
|
—
|
|
|
—
|
|
|
(120
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(120
|
)
|
Other comprehensive income
|
27
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,773
|
|
|
—
|
|
|
—
|
|
|
1,773
|
|
Issuance of convertible bonds
|
23
|
|
—
|
|
|
—
|
|
|
39,861
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
39,861
|
|
Balance at December 31, 2017
|
|
|
101,119
|
|
|
(20,483
|
)
|
|
1,538,191
|
|
|
200,000
|
|
|
(7,769
|
)
|
|
(95,742
|
)
|
|
80,988
|
|
|
1,796,304
|
|
1.
|
GENERAL
|
2.
|
BASIS OF PREPARATION AND SIGNIFICANT ACCOUNTING POLICIES
|
Vessels
|
40 years
|
Deferred drydocking expenditure
|
five years
|
Office equipment and fittings
|
three to six years
|
•
|
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 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.
|
3.
|
RECENTLY ISSUED ACCOUNTING STANDARDS
|
4.
|
SUBSIDIARIES
|
Name
|
Jurisdiction of Incorporation
|
Purpose
|
Golar LNG 2216 Corporation
|
Marshall Islands
|
Owns
Golar Arctic
|
Golar Management Limited
|
United Kingdom
|
Management company
|
Golar Management Malaysia Sdn. Bhd.
|
Malaysia
|
Management company
|
Golar Management Norway AS
|
Norway
|
Management company
|
Golar Management D.O.O
|
Croatia
|
Management company
|
Golar GP LLC – Limited Liability Company
|
Marshall Islands
|
Holding company
|
Golar LNG Energy Limited
|
Bermuda
|
Holding company
|
Golar Gimi Corporation
|
Marshall Islands
|
Owns
Gimi
|
Golar Hilli Corporation (89%)*
|
Marshall Islands
|
Owns
Hilli
|
Golar Gandria N.V.
|
Netherlands
|
Owns and operates
Gandria
|
Golar Hull M2021 Corporation
|
Marshall Islands
|
Leases and operates
Golar Seal**
|
Golar Hull M2022 Corporation
|
Marshall Islands
|
Leases and operates
Golar Crystal
**
|
Golar Hull M2027 Corporation
|
Marshall Islands
|
Owns and operates G
olar Bear
|
Golar Hull M2047 Corporation
|
Marshall Islands
|
Leases and operates
Golar Snow**
|
Golar Hull M2048 Corporation
|
Marshall Islands
|
Leases and operates
Golar Ice**
|
Golar LNG NB10 Corporation
|
Marshall Islands
|
Leases and operates
Golar Glacier**
|
Golar LNG NB11 Corporation
|
Marshall Islands
|
Leases and operates
Golar Kelvin**
|
Golar LNG NB12 Corporation
|
Marshall Islands
|
Owns and operates
Golar Frost
|
Golar Tundra Corporation
|
Marshall Islands
|
Leases and operates
Golar Tundra**
|
GVS Corporation
|
Marshall Islands
|
Owns and operates
Golar Viking
|
Golar Shoreline LNG Limited
|
Bermuda
|
Holding company
|
5.
|
VARIABLE INTEREST ENTITIES ("VIE")
|
Vessel
|
Effective from
|
Sales value (in $ millions)
|
First repurchase option (in $ millions)
|
Date of first repurchase option
|
Repurchase obligation at end of lease term
(in $ millions)
|
End of lease term
|
Golar Glacier
|
October 2014
|
204.0
|
173.8
|
October 2019
|
142.7
|
October 2024
|
Golar Kelvin
|
January 2015
|
204.0
|
173.8
|
January 2020
|
142.7
|
January 2025
|
Golar Snow
|
January 2015
|
204.0
|
173.8
|
January 2020
|
142.7
|
January 2025
|
Golar Ice
|
February 2015
|
204.0
|
173.8
|
February 2020
|
142.7
|
February 2025
|
Golar Tundra
|
November 2015
|
254.6
|
168.7
|
November 2018
|
76.4
|
November 2025
|
Golar Seal
|
March 2016
|
203.0
|
132.8
|
March 2021
|
87.4
|
March 2026
|
Golar Crystal
|
March 2017
|
187.0
|
97.3
|
March 2020
|
50.6
|
March 2027
|
(in $ thousands)
|
Golar Glacier
|
Golar Kelvin
|
Golar Snow
|
Golar Ice
|
Golar Tundra
|
Golar Seal
|
Golar Crystal
|
2017
|
2016
|
|||||||||
Assets
|
|
|
|
|
|
|
|
Total
|
Total
|
|||||||||
Restricted cash and short-term deposits (see note 18)
|
16,179
|
|
53,003
|
|
16,379
|
|
8
|
|
38,514
|
|
3,778
|
|
2,202
|
|
130,063
|
|
70,021
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Liabilities
|
|
|
|
|
|
|
|
|
|
|||||||||
Debt:
|
|
|
|
|
|
|
|
|
|
|||||||||
Short-term interest bearing debt (see note 23)
|
31,659
|
|
182,540
|
|
22,393
|
|
134,954
|
|
198,613
|
|
143,849
|
|
104,006
|
|
818,014
|
|
388,628
|
|
Long-term interest bearing debt - current portion (see note 23)
|
7,650
|
|
—
|
|
8,000
|
|
—
|
|
—
|
|
—
|
|
—
|
|
15,650
|
|
21,532
|
|
Long-term interest bearing debt - non-current portion (see note 23)
*
|
121,586
|
|
—
|
|
131,105
|
|
—
|
|
—
|
|
—
|
|
—
|
|
252,691
|
|
624,384
|
|
|
160,895
|
|
182,540
|
|
161,498
|
|
134,954
|
|
198,613
|
|
143,849
|
|
104,006
|
|
1,086,355
|
|
1,034,544
|
|
6.
|
DISPOSALS TO GOLAR PARTNERS
|
(in thousands of $)
|
Golar Eskimo
|
|
Cash consideration received
(1)
|
226,010
|
|
Carrying value of the net assets sold to Golar Partners
|
(123,604
|
)
|
Gain on disposal
|
102,406
|
|
7.
|
DECONSOLIDATION OF GOLAR POWER ENTITIES
|
(in thousands of $)
|
As of July 6, 2016
|
|
Net proceeds (a)
|
113,000
|
|
Fair value of 50% retained investment in Golar Power (b)
|
116,000
|
|
Fair value of counter guarantees from Golar Power (c)
|
3,701
|
|
Total fair value of Golar Power
|
232,701
|
|
|
|
|
Less:
|
|
|
Carrying value of Golar Power’s net assets (d)
|
236,713
|
|
Guarantees issued by Golar to Golar Power (e)
|
4,471
|
|
|
|
|
Loss on loss of control of Golar Power
|
(8,483
|
)
|
(in thousands of $)
|
As of July 6, 2016
|
|
Consideration received from Stonepeak
|
116,000
|
|
Less: Fee paid in relation to the transaction
|
(3,000
|
)
|
Net proceeds
|
113,000
|
|
(in thousands of $)
|
As at July 6, 2016
|
|
ASSETS
|
|
|
Current
|
|
|
Cash and cash equivalents
|
10,992
|
|
Restricted cash
|
15,463
|
|
Trade accounts receivable
|
1,474
|
|
Other receivables, prepaid expenses and accrued income
|
178
|
|
Short term amounts due from related parties
|
3,000
|
|
Inventory
|
952
|
|
Total current assets
|
32,059
|
|
Non-current
|
|
|
Newbuildings
|
50,436
|
|
Vessels, net
|
387,261
|
|
Total assets
|
469,756
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS' EQUITY
|
|
|
Current
|
|
|
Current portion of long-term debt
|
20,032
|
|
Trade accounts payable
|
969
|
|
Accrued expenses
|
21,357
|
|
Total current liabilities
|
42,358
|
|
Non-current
|
|
|
Long-term debt
|
190,685
|
|
Total liabilities
|
233,043
|
|
|
|
|
Equity
|
|
|
Stockholders’ equity
|
236,713
|
|
|
|
|
Total liabilities and stockholders' equity
|
469,756
|
|
(in thousands of $)
|
|
As of July 6, 2016
|
|
Debt guarantees
|
|
3,283
|
|
Shipyard guarantee
|
|
1,188
|
|
Total guarantees
|
|
4,471
|
|
8.
|
SEGMENT INFORMATION
|
•
|
Vessel operations
– We operate and subsequently charter out vessels on fixed terms to customers.
|
•
|
FLNG
– In 2014, we ordered our first FLNG based on the conversion of our existing LNG carrier, the
Hilli.
The
Hilli
FLNG conversion has been completed and the vessel currently undergoing commissioning. We expect acceptance testing procedures to commence shortly.
|
•
|
Power
– In July 2016, we entered into certain agreements forming a 50/50 joint venture, Golar Power, with private equity firm Stonepeak. Golar Power offers integrated LNG based downstream solutions, through the ownership and operation of FSRUs and associated terminal and power generation infrastructure.
|
|
|
December 31, 2017
|
|
December 31, 2016
(3)
|
|
December 31, 2015
|
|||||||||||||||||||||||||
(in thousands of $)
|
|
Vessel operations
|
FLNG
|
Power
|
Other
(1)
|
Total
|
|
Vessel operations
|
FLNG
|
Power
|
Other
(1)
|
Total
|
|
Vessel operations
|
FLNG
|
Other
(1)
|
Total
|
||||||||||||||
Statement of Operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Total operating revenues
|
|
143,537
|
|
—
|
|
—
|
|
—
|
|
143,537
|
|
|
80,257
|
|
—
|
|
—
|
|
—
|
|
80,257
|
|
|
102,674
|
|
—
|
|
—
|
|
102,674
|
|
Depreciation and amortization
|
|
(76,522
|
)
|
—
|
|
—
|
|
—
|
|
(76,522
|
)
|
|
(72,972
|
)
|
—
|
|
—
|
|
—
|
|
(72,972
|
)
|
|
(73,732
|
)
|
—
|
|
—
|
|
(73,732
|
)
|
Other operating expenses
|
|
(163,207
|
)
|
(4,365
|
)
|
—
|
|
—
|
|
(167,572
|
)
|
|
(144,816
|
)
|
(3,576
|
)
|
—
|
|
—
|
|
(148,392
|
)
|
|
(156,003
|
)
|
(4,869
|
)
|
—
|
|
(160,872
|
)
|
Other operating gains and losses
|
|
—
|
|
15,100
|
|
—
|
|
—
|
|
15,100
|
|
|
16
|
|
—
|
|
—
|
|
—
|
|
16
|
|
|
95,550
|
|
—
|
|
—
|
|
95,550
|
|
Operating (loss) income
|
|
(96,192
|
)
|
10,735
|
|
—
|
|
—
|
|
(85,457
|
)
|
|
(137,515
|
)
|
(3,576
|
)
|
—
|
|
—
|
|
(141,091
|
)
|
|
(31,511
|
)
|
(4,869
|
)
|
—
|
|
(36,380
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Inter segment operating income
(loss)
(2)
|
|
4,568
|
|
—
|
|
—
|
|
(4,568
|
)
|
—
|
|
|
275
|
|
—
|
|
—
|
|
(275
|
)
|
—
|
|
|
203
|
|
—
|
|
(203
|
)
|
—
|
|
Segment operating (loss) income
|
|
(91,624
|
)
|
10,735
|
|
—
|
|
(4,568
|
)
|
(85,457
|
)
|
|
(137,240
|
)
|
(3,576
|
)
|
—
|
|
(275
|
)
|
(141,091
|
)
|
|
(31,308
|
)
|
(4,869
|
)
|
(203
|
)
|
(36,380
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Equity in net earnings (losses) of affiliates
|
|
1,503
|
|
(8,153
|
)
|
(18,798
|
)
|
—
|
|
(25,448
|
)
|
|
37,344
|
|
—
|
|
10,534
|
|
—
|
|
47,878
|
|
|
55,985
|
|
—
|
|
—
|
|
55,985
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Balance sheet:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Total assets
|
|
3,025,244
|
|
1,515,463
|
|
228,696
|
|
(5,116
|
)
|
4,764,287
|
|
|
3,152,311
|
|
978,614
|
|
126,534
|
|
(548
|
)
|
4,256,911
|
|
|
3,398,667
|
|
870,804
|
|
(273
|
)
|
4,269,198
|
|
Investment in affiliates
|
|
472,482
|
|
2,047
|
|
228,696
|
|
—
|
|
703,225
|
|
|
512,046
|
|
10,200
|
|
126,534
|
|
—
|
|
648,780
|
|
|
541,565
|
|
—
|
|
—
|
|
541,565
|
|
Capital expenditures
|
|
1,349
|
|
390,552
|
|
—
|
|
—
|
|
391,901
|
|
|
33,698
|
|
200,820
|
|
—
|
|
—
|
|
234,518
|
|
|
565,777
|
|
111,572
|
|
—
|
|
677,349
|
|
(in thousands of $)
|
2017
|
|
2016
|
|
2015
|
||||||||||||
The Cool Pool
(1)
|
106,302
|
|
|
91
|
%
|
|
51,075
|
|
|
77
|
%
|
|
5,771
|
|
|
6
|
%
|
An energy and logistics company
|
9,235
|
|
|
8
|
%
|
|
7,975
|
|
|
12
|
%
|
|
—
|
|
|
—
|
%
|
Nigeria LNG Ltd
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|
37,994
|
|
|
42
|
%
|
Major commodity trading company
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|
16,167
|
|
|
18
|
%
|
9.
|
IMPAIRMENT OF NON-CURRENT ASSETS
|
Vessel
|
2017 Market value
(1)
|
2017 Carrying value
|
Deficit
|
Golar Arctic
|
84,300
|
137,600
|
53,300
|
Golar Bear
|
187,300
|
189,400
|
2,100
|
Golar Frost
|
187,800
|
193,600
|
5,800
|
Golar Ice
|
190,000
|
198,000
|
8,000
|
Golar Kelvin
|
189,800
|
191,400
|
1,600
|
Golar Snow
|
189,500
|
197,700
|
8,200
|
Golar Viking
|
88,500
|
116,400
|
27,900
|
(in thousands of $)
|
2017
|
|
|
2016
|
|
|
2015
|
|
Impairment charge
|
—
|
|
|
1,706
|
|
|
1,957
|
|
10.
|
OTHER FINANCIAL ITEMS, NET
|
(in thousands of $)
|
2017
|
|
|
2016
|
|
|
2015
|
|
Mark-to-market adjustment for interest rate swap derivatives (see note 28)
|
6,614
|
|
|
2,818
|
|
|
(12,798
|
)
|
Interest expense on undesignated interest rate swaps (see note 28)
|
(3,802
|
)
|
|
(10,153
|
)
|
|
(15,797
|
)
|
Mark-to-market adjustment for equity derivatives (see note 28)
|
16,622
|
|
|
24,819
|
|
|
(67,925
|
)
|
Impairment of loan
(1)(2)
|
—
|
|
|
(7,627
|
)
|
|
(15,010
|
)
|
Financing arrangement fees and other costs
|
(677
|
)
|
|
(404
|
)
|
|
(1,841
|
)
|
Amortization of debt guarantee
|
1,548
|
|
|
1,563
|
|
|
2,800
|
|
Foreign exchange loss on operations
|
(888
|
)
|
|
(1,909
|
)
|
|
(2,126
|
)
|
Other
|
1,210
|
|
|
(416
|
)
|
|
(25
|
)
|
|
20,627
|
|
|
8,691
|
|
|
(112,722
|
)
|
11.
|
INCOME TAXES
|
|
Year ended December 31
|
|||||||
(in thousands of $)
|
2017
|
|
|
2016
|
|
|
2015
|
|
Current tax expense:
|
|
|
|
|
|
|||
UK
|
1,120
|
|
|
712
|
|
|
435
|
|
Norway
|
327
|
|
|
272
|
|
|
—
|
|
Croatia
|
21
|
|
|
45
|
|
|
—
|
|
Malaysia
|
10
|
|
|
6
|
|
|
—
|
|
Total current tax expense
|
1,478
|
|
|
1,035
|
|
|
435
|
|
Deferred tax expense:
|
|
|
|
|
|
|
||
UK
|
27
|
|
|
90
|
|
|
—
|
|
Amortization of tax benefit arising on intra-group transfers of non-current assets
|
—
|
|
|
(1,714
|
)
|
|
(3,488
|
)
|
Total income tax expense (benefit)
|
1,505
|
|
|
(589
|
)
|
|
(3,053
|
)
|
|
Year ended December 31
|
|||||||
(in thousands of $)
|
2017
|
|
|
2016
|
|
|
2015
|
|
Income taxes at statutory rate
|
—
|
|
|
—
|
|
|
—
|
|
Effect of deferred tax benefit on intra-group transfers of non-current assets
|
—
|
|
|
(1,714
|
)
|
|
(3,488
|
)
|
Effect of movement in deferred tax balances
|
27
|
|
|
90
|
|
|
—
|
|
Effect of adjustments in respect of current tax in prior periods
|
(5
|
)
|
|
(334
|
)
|
|
(330
|
)
|
Effect of taxable income in various countries
|
1,483
|
|
|
1,369
|
|
|
765
|
|
Total tax expense (benefit)
|
1,505
|
|
|
(589
|
)
|
|
(3,053
|
)
|
|
Year ended December 31
|
||||
(in thousands of $)
|
2017
|
|
|
2016
|
|
Deferred tax asset
|
31
|
|
|
4
|
|
Jurisdiction
|
|
Earliest
|
UK
|
|
2015
|
Norway
|
|
2014
|
12.
|
LOSS PER SHARE
|
(in thousands of $)
|
2017
|
|
|
2016
|
|
|
2015
|
|
Net loss attributable to Golar LNG Ltd stockholders - basic and diluted
|
(179,703
|
)
|
|
(186,531
|
)
|
|
(171,146
|
)
|
(in thousands)
|
2017
|
|
|
2016
|
|
|
2015
|
|
Basic and diluted loss per share:
|
|
|
|
|
|
|||
Weighted average number of common shares outstanding
|
100,597
|
|
|
93,933
|
|
|
93,422
|
|
|
2017
|
|
|
2016
|
|
|
2015
|
|
|||
Basic and diluted
|
$
|
(1.79
|
)
|
|
$
|
(1.99
|
)
|
|
$
|
(1.83
|
)
|
13.
|
OPERATING LEASES
|
Year ending December 31
|
|
|
(in thousands of $)
|
|
|
2018
|
3,618
|
|
Total
|
3,618
|
|
14.
|
INVESTMENTS IN AFFILIATES AND JOINT VENTURES
|
|
2017
|
|
|
2016
|
|
Golar Partners
(1)
|
31.8
|
%
|
|
33.9
|
%
|
Egyptian Company for Gas Services S.A.E ("ECGS")
|
50
|
%
|
|
50
|
%
|
Golar Power
|
50
|
%
|
|
50
|
%
|
OneLNG
|
51
|
%
|
|
51
|
%
|
The Cool Pool Limited ("Pool Manager")
(2)
|
33
|
%
|
|
33
|
%
|
(in thousands of $)
|
2017
|
|
|
2016
|
|
Cost
|
877,810
|
|
|
746,918
|
|
Dividend
|
(287,263
|
)
|
|
(234,597
|
)
|
Equity in net earnings of other affiliates
|
107,553
|
|
|
133,001
|
|
Share of other comprehensive income in affiliate
|
5,125
|
|
|
3,458
|
|
Equity in net assets of affiliates
|
703,225
|
|
|
648,780
|
|
(in thousands of $)
|
December 31, 2017
|
|
December 31, 2016
|
||||||||||||||||||
|
ECGS
|
Golar Partners
|
Pool Manager
|
Golar Power
|
One LNG
|
|
ECGS
|
Golar Partners
|
Pool Manager
|
Golar Power
|
One LNG
|
||||||||||
Balance Sheet
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Current assets
|
37,476
|
|
311,496
|
|
40,661
|
|
61,374
|
|
14,955
|
|
|
34,415
|
|
160,927
|
|
9,695
|
|
59,419
|
|
19,939
|
|
Non-current assets
|
333
|
|
2,115,875
|
|
—
|
|
713,646
|
|
—
|
|
|
163
|
|
2,091,781
|
|
—
|
|
567,646
|
|
—
|
|
Current liabilities
|
25,836
|
|
180,087
|
|
40,661
|
|
60,033
|
|
10,941
|
|
|
23,648
|
|
215,472
|
|
9,695
|
|
60,613
|
|
1,137
|
|
Non-current liabilities
|
1,203
|
|
1,399,683
|
|
—
|
|
174,656
|
|
—
|
|
|
1,203
|
|
1,432,807
|
|
—
|
|
211,060
|
|
—
|
|
Non-controlling interest
|
—
|
|
76,544
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
67,976
|
|
—
|
|
—
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Statement of Operations
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenue
|
44,052
|
|
433,102
|
|
159,460
|
|
7,354
|
|
—
|
|
|
60,786
|
|
441,598
|
|
73,348
|
|
4,059
|
|
—
|
|
Net income (loss)
|
1,047
|
|
144,848
|
|
—
|
|
(7,899
|
)
|
(14,883
|
)
|
|
(595
|
)
|
185,742
|
|
—
|
|
21,068
|
|
(1,200
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
15.
|
OTHER CURRENT ASSETS
|
(in thousands of $)
|
2017
|
|
|
2016
|
|
Prepaid expenses
|
3,045
|
|
|
2,982
|
|
Other receivables
|
3,002
|
|
|
4,528
|
|
|
6,047
|
|
|
7,510
|
|
16.
|
ASSET UNDER DEVELOPMENT
|
(in thousands of $)
|
2017
|
|
2016
|
|
Purchase price installments
|
962,709
|
|
653,378
|
|
Interest costs capitalized
|
116,416
|
|
53,985
|
|
Other costs capitalized
(1)
|
98,364
|
|
24,630
|
|
|
1,177,489
|
|
731,993
|
|
17.
|
VESSELS AND EQUIPMENT, NET
|
(in thousands of $)
|
2017
|
|
2016
|
|
Cost
|
2,431,136
|
|
2,438,720
|
|
Accumulated depreciation
|
(354,077
|
)
|
(284,889
|
)
|
Net book value
|
2,077,059
|
|
2,153,831
|
|
18.
|
RESTRICTED CASH AND SHORT-TERM DEPOSITS
|
(in thousands of $)
|
2017
|
|
|
2016
|
|
Restricted cash relating to the total return equity swap
(1)
|
58,351
|
|
|
70,016
|
|
Restricted cash in relation to the
Hilli
(2)
|
174,737
|
|
|
231,947
|
|
Restricted cash and short-term deposits held by lessor VIEs
(3)
|
130,063
|
|
|
70,021
|
|
Restricted cash relating to the
$1.125 billion debt facility
(4)
|
33,752
|
|
|
43,656
|
|
Restricted cash relating to office lease
|
813
|
|
|
388
|
|
Bank guarantee
|
99
|
|
|
—
|
|
Total restricted cash and short-term deposits
|
397,815
|
|
|
416,028
|
|
Less: Amounts included in current restricted cash and short-term deposits
|
222,265
|
|
|
183,693
|
|
Long-term restricted cash
|
175,550
|
|
|
232,335
|
|
19.
|
COST METHOD INVESTMENT
|
(in thousands of $)
|
2017
|
|
|
2016
|
|
OLT Offshore LNG Toscana S.p.A ("OLT–O")
|
7,347
|
|
|
7,347
|
|
20.
|
OTHER NON-CURRENT ASSETS
|
(in thousands of $)
|
2017
|
|
|
2016
|
|
FLNG derivative (see note 28)
(1)
|
94,700
|
|
|
—
|
|
Other long-term assets, including deferred tax asset (see note 11)
(2)
|
37,891
|
|
|
36,386
|
|
Mark-to-market interest rate swaps valuation (see note 28)
|
10,166
|
|
|
5,022
|
|
Derivatives - other (see note 14)
(3)
|
7,400
|
|
|
15,000
|
|
|
150,157
|
|
|
56,408
|
|
21.
|
ACCRUED EXPENSES
|
(in thousands of $)
|
2017
|
|
|
2016
|
|
Vessel operating and drydocking expenses
|
10,978
|
|
|
8,063
|
|
Administrative expenses
|
9,572
|
|
|
8,826
|
|
Interest expense
|
84,249
|
|
|
60,634
|
|
Current tax payable
|
1,096
|
|
|
939
|
|
|
105,895
|
|
|
78,462
|
|
22.
|
OTHER CURRENT LIABILITIES
|
(in thousands of $)
|
2017
|
|
|
2016
|
|
Deferred drydocking, operating cost and charterhire revenue
|
1,044
|
|
|
1,036
|
|
Mark-to-market interest rate swaps valuation (see note 28)
|
—
|
|
|
1,470
|
|
Mark-to-market currency swaps valuation (see note 28)
|
223
|
|
|
993
|
|
Mark-to-market equity swaps valuation (see note 28)
|
40,141
|
|
|
56,763
|
|
FLNG deferred revenue - current portion (see note 24)
|
7,463
|
|
|
—
|
|
Guarantees issued to Golar Partners (see note 29)
|
—
|
|
|
5,064
|
|
Dividends payable
|
5,032
|
|
|
5,047
|
|
Other
(1)
|
8,379
|
|
|
8,611
|
|
|
62,282
|
|
|
78,984
|
|
23.
|
DEBT
|
(in thousands of $)
|
2017
|
|
|
2016
|
|
|
|
|
|
||
Total long-term and short-term debt
|
2,410,847
|
|
|
1,977,198
|
|
Less: current portion of long-term debt and short-term debt
|
(1,384,933
|
)
|
|
(451,454
|
)
|
Long-term debt
|
1,025,914
|
|
|
1,525,744
|
|
Year ending December 31
|
Golar debt
(1)
|
|
|
VIE debt
(2)
|
|
|
Total debt
|
|
(in thousands of $)
|
|
|
|
|
|
|||
2018
|
559,225
|
|
|
834,004
|
|
|
1,393,229
|
|
2019
|
118,186
|
|
|
15,650
|
|
|
133,836
|
|
2020
|
180,603
|
|
|
15,650
|
|
|
196,253
|
|
2021
|
19,811
|
|
|
15,650
|
|
|
35,461
|
|
2022
|
399,237
|
|
|
15,650
|
|
|
414,887
|
|
2023 and thereafter
|
69,434
|
|
|
191,800
|
|
|
261,234
|
|
Total
|
1,346,496
|
|
|
1,088,404
|
|
|
2,434,900
|
|
Deferred finance charges
|
(22,004
|
)
|
|
(2,049
|
)
|
|
(24,053
|
)
|
Total
|
1,324,492
|
|
|
1,086,355
|
|
|
2,410,847
|
|
(in thousands of $)
|
2017
|
|
|
2016
|
|
|
Maturity date
|
Golar Arctic facility
|
65,600
|
|
|
72,900
|
|
|
2019
|
Golar Viking facility
|
52,083
|
|
|
57,292
|
|
|
2020
|
2017 Convertible bonds
|
340,173
|
|
|
—
|
|
|
2022
|
2012 Convertible bonds
|
—
|
|
|
218,851
|
|
|
2017
|
Margin Loan
|
119,125
|
|
|
—
|
|
|
2020
|
FLNG Hilli facility
|
525,000
|
|
|
250,000
|
|
|
2018
|
Hilli shareholder loans:
|
|
|
|
|
|
||
- Keppel loan
|
44,066
|
|
|
44,066
|
|
|
2027
|
- B&V loan
|
5,000
|
|
|
5,000
|
|
|
2027
|
$1.125 billion facility:
|
|
|
|
|
|
||
- Golar Crystal facility
|
—
|
|
|
101,280
|
|
|
2019/2026*
|
- Golar Bear facility
|
96,975
|
|
|
107,749
|
|
|
2019/2026*
|
- Golar Frost facility
|
98,474
|
|
|
109,415
|
|
|
2019/2026*
|
Subtotal (excluding lessor VIE loans)
|
1,346,496
|
|
|
966,553
|
|
|
|
ICBCL VIE loans:
|
|
|
|
|
|
||
- Golar Glacier facility
|
161,876
|
|
|
169,526
|
|
|
2018/2024**
|
- Golar Snow facility
|
162,566
|
|
|
170,566
|
|
|
2018/2025**
|
- Golar Kelvin facility
|
182,540
|
|
|
182,540
|
|
|
**
|
- Golar Ice facility
|
134,954
|
|
|
152,056
|
|
|
**
|
CMBL VIE loan:
|
|
|
|
|
|
||
- Golar Tundra facility
|
198,613
|
|
|
205,145
|
|
|
2026**
|
CCBFL VIE loan:
|
|
|
|
|
|
||
- Golar Seal facility
|
143,849
|
|
|
157,120
|
|
|
2026**
|
COSCO VIE loan:
|
|
|
|
|
|
||
- Golar Crystal facility
|
104,006
|
|
|
—
|
|
|
2027**
|
Total debt (gross)
|
2,434,900
|
|
|
2,003,506
|
|
|
|
Deferred finance charges
|
(24,053
|
)
|
|
(26,308
|
)
|
|
|
Total debt
|
2,410,847
|
|
|
1,977,198
|
|
|
|
Tranche
|
Proportion of facility
|
Term of loan from date of drawdown
|
Repayment terms
|
K-Sure
|
40%
|
12 years
|
Six-monthly installments
|
KEXIM
|
40%
|
12 years
|
Six-monthly installments
|
Commercial
|
20%
|
5 years
|
Six-monthly installments, unpaid balance to be refinanced after 5 years
|
24.
|
OTHER NON-CURRENT LIABILITIES
|
(in thousands of $)
|
2017
|
|
|
2016
|
|
FLNG deferred revenue
(1)
|
72,138
|
|
|
—
|
|
Pension obligations (see note 25)
|
37,537
|
|
|
37,873
|
|
Guarantees issued to Golar Partners (see note 29)
|
11,429
|
|
|
11,429
|
|
Other
(2)
|
11,444
|
|
|
2,912
|
|
|
132,548
|
|
|
52,214
|
|
25.
|
PENSIONS
|
(in thousands of $)
|
2017
|
|
|
2016
|
|
|
2015
|
|
Employers' contributions
|
1,656
|
|
|
1,324
|
|
|
1,035
|
|
(in thousands of $)
|
2017
|
|
|
2016
|
|
|
2015
|
|
Service cost
|
313
|
|
|
302
|
|
|
379
|
|
Interest cost
|
1,901
|
|
|
2,051
|
|
|
2,042
|
|
Expected return on plan assets
|
(843
|
)
|
|
(806
|
)
|
|
(946
|
)
|
Recognized actuarial loss
|
1,182
|
|
|
1,060
|
|
|
1,195
|
|
Net periodic benefit cost
|
2,553
|
|
|
2,607
|
|
|
2,670
|
|
(in thousands of $)
|
2017
|
|
|
2016
|
|
Reconciliation of benefit obligation:
|
|
|
|
||
Benefit obligation at January 1
|
50,376
|
|
|
49,473
|
|
Service cost
|
313
|
|
|
302
|
|
Interest cost
|
1,901
|
|
|
2,051
|
|
Actuarial loss
|
873
|
|
|
3,547
|
|
Foreign currency exchange rate changes
|
1,008
|
|
|
(1,887
|
)
|
Benefit payments
|
(3,300
|
)
|
|
(3,110
|
)
|
Benefit obligation at December 31
|
51,171
|
|
|
50,376
|
|
(in thousands of $)
|
2017
|
|
|
2016
|
|
Reconciliation of fair value of plan assets:
|
|
|
|
||
Fair value of plan assets at January 1
|
12,503
|
|
|
13,194
|
|
Actual return on plan assets
|
1,039
|
|
|
1,994
|
|
Employer contributions
|
2,316
|
|
|
2,342
|
|
Foreign currency exchange rate changes
|
1,076
|
|
|
(1,917
|
)
|
Benefit payments
|
(3,300
|
)
|
|
(3,110
|
)
|
Fair value of plan assets at December 31
|
13,634
|
|
|
12,503
|
|
(in thousands of $)
|
2017
|
|
|
2016
|
|
Projected benefit obligation
|
(51,171
|
)
|
|
(50,376
|
)
|
Fair value of plan assets
|
13,634
|
|
|
12,503
|
|
Unfunded status
(1)
|
(37,537
|
)
|
|
(37,873
|
)
|
|
December 31, 2017
|
|
December 31, 2016
|
||||||||||||||
(in thousands of $)
|
UK Scheme
|
|
|
Marine Scheme
|
|
|
Total
|
|
|
UK Scheme
|
|
|
Marine Scheme
|
|
|
Total
|
|
Projected benefit obligation
|
(11,654
|
)
|
|
(39,517
|
)
|
|
(51,171
|
)
|
|
(10,461
|
)
|
|
(39,915
|
)
|
|
(50,376
|
)
|
Fair value of plan assets
|
12,968
|
|
|
666
|
|
|
13,634
|
|
|
10,651
|
|
|
1,852
|
|
|
12,503
|
|
Funded (unfunded) status at end of year
|
1,314
|
|
|
(38,851
|
)
|
|
(37,537
|
)
|
|
190
|
|
|
(38,063
|
)
|
|
(37,873
|
)
|
(in thousands of $)
|
2017
|
|
|
2016
|
|
Equity securities
|
9,921
|
|
|
8,936
|
|
Debt securities
|
3,047
|
|
|
2,860
|
|
Cash
|
666
|
|
|
707
|
|
|
13,634
|
|
|
12,503
|
|
(in thousands of $)
|
2017
|
|
|
2016
|
|
Net actuarial loss (see note 27)
|
12,799
|
|
|
12,956
|
|
Marine scheme
|
|
|
2017 (%)
|
|
2016 (%)
|
Equity
|
|
|
—
|
|
30-65
|
Bonds
|
|
|
—
|
|
10-50
|
Cash
|
|
|
100
|
|
20-40
|
Total
|
|
|
100
|
|
100
|
UK scheme
|
|
|
2017 (%)
|
|
2016 (%)
|
Equity
|
|
|
76.5
|
|
75.2
|
Bonds
|
|
|
23.5
|
|
24.8
|
Total
|
|
|
100
|
|
100
|
(in thousands of $)
|
UK scheme
|
|
Marine scheme
|
|
|
Employer contributions
|
541
|
|
|
3,000
|
|
|
2017
|
|
|
2016
|
|
Discount rate
|
3.40
|
%
|
|
3.87
|
%
|
Rate of compensation increase
|
2.32
|
%
|
|
2.38
|
%
|
|
2017
|
|
|
2016
|
|
Discount rate
|
3.87
|
%
|
|
4.34
|
%
|
Expected return on plan assets
|
6.75
|
%
|
|
6.75
|
%
|
Rate of compensation increase
|
2.38
|
%
|
|
2.07
|
%
|
26.
|
SHARE CAPITAL AND SHARE OPTIONS
|
(in thousands of $, except per share data)
|
2017
|
|
|
2016
|
|
150,000,000 (2016: 150,000,000) common shares of $1.00 each
|
150,000
|
|
|
150,000
|
|
(in thousands of $, except per share data)
|
2017
|
|
|
2016
|
|
101,118,289 (2016: 101,080,673) outstanding issued common shares of $1.00 each
|
101,119
|
|
|
101,081
|
|
(in thousands of $, except per share data)
|
Shares
(in '000s)
|
|
|
Weighted average exercise price
|
|
|
Weighted average remaining contractual term
(years)
|
|
Options outstanding at December 31, 2016
|
3,835
|
|
|
$
|
39.81
|
|
|
3.9
|
Exercised during the year
|
(20
|
)
|
|
$
|
2.98
|
|
|
|
Forfeited during the year
|
(238
|
)
|
|
$
|
40.58
|
|
|
|
Granted during the year
|
440
|
|
|
$
|
22.98
|
|
|
|
Options outstanding at December 31, 2017
|
4,017
|
|
|
$
|
37.92
|
|
|
3.0
|
27.
|
ACCUMULATED OTHER COMPREHENSIVE LOSS
|
(in thousands of $)
|
2017
|
|
|
2016
|
|
|
2015
|
|
Net gain on qualifying cash flow hedging instruments, including share of affiliate
|
5,030
|
|
|
3,414
|
|
|
(192
|
)
|
Losses associated with pensions
|
(12,799
|
)
|
|
(12,956
|
)
|
|
(12,400
|
)
|
Accumulated other comprehensive loss
|
(7,769
|
)
|
|
(9,542
|
)
|
|
(12,592
|
)
|
|
Pension and post retirement benefit plan adjustments
|
Gains (losses) on cash flow hedges
|
Share of affiliates comprehensive income (loss)
|
Total accumulated comprehensive (loss) income
|
||||
Balance at December 31, 2014
|
(15,251
|
)
|
4,042
|
|
4,630
|
|
(6,579
|
)
|
Other comprehensive income (loss) before reclassification
|
2,851
|
|
—
|
|
(4,822
|
)
|
(1,971
|
)
|
Amount reclassified from accumulated other comprehensive income
|
—
|
|
382
|
|
—
|
|
382
|
|
Net current-period other comprehensive income (loss)
|
2,851
|
|
382
|
|
(4,822
|
)
|
(1,589
|
)
|
Transfer of additional paid in capital
|
—
|
|
(4,424
|
)
|
—
|
|
(4,424
|
)
|
Balance at December 31, 2015
|
(12,400
|
)
|
—
|
|
(192
|
)
|
(12,592
|
)
|
Other comprehensive (loss) income
|
(556
|
)
|
—
|
|
3,606
|
|
3,050
|
|
Balance at December 31, 2016
|
(12,956
|
)
|
—
|
|
3,414
|
|
(9,542
|
)
|
Other comprehensive income
|
157
|
|
—
|
|
1,616
|
|
1,773
|
|
Balance at December 31, 2017
|
(12,799
|
)
|
—
|
|
5,030
|
|
(7,769
|
)
|
28.
|
FINANCIAL INSTRUMENTS
|
Instrument
(in thousands of $)
|
|
Year end
|
|
Notional value
|
|
|
Maturity Dates
|
|
Fixed Interest Rates
|
Interest rate swaps
*
:
|
|
|
|
|
|
|
|
|
|
Receiving floating, pay fixed
|
|
2017
|
|
1,250,000
|
|
|
2018/ 2021
|
|
1.13% to 1.94%
|
Receiving floating, pay fixed
|
|
2016
|
|
1,250,000
|
|
|
2018/ 2021
|
|
1.13% to 1.94%
|
(in thousands of $)
|
Effective portion gain reclassified from Accumulated Other Comprehensive Loss
|
|
Ineffective Portion
|
||||||||||||||
Derivatives designated as hedging instruments
|
2017
|
|
|
2016
|
|
|
2015
|
|
|
2017
|
|
|
2016
|
|
|
2015
|
|
Interest rate swaps
Other financial items, net
|
—
|
|
|
—
|
|
|
382
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Fair value
|
|
2017
|
|
|
2017
|
|
|
2016
|
|
|
2016
|
|
(in thousands of $)
|
Hierarchy
|
|
Carrying Value
|
|
|
Fair Value
|
|
|
Carrying Value
|
|
|
Fair Value
|
|
|
|
|
|
|
|
|
|
|
|
||||
Non-Derivatives:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
Level 1
|
|
214,862
|
|
|
214,862
|
|
|
224,190
|
|
|
224,190
|
|
Restricted cash and short-term deposits
|
Level 1
|
|
397,815
|
|
|
397,815
|
|
|
416,028
|
|
|
416,028
|
|
Cost method investments
(1)
|
Level 3
|
|
7,347
|
|
|
7,347
|
|
|
7,347
|
|
|
7,347
|
|
Current portion of long-term debt and short-term debt
(2)(3)
|
Level 2
|
|
1,393,229
|
|
|
1,393,229
|
|
|
484,705
|
|
|
484,705
|
|
Long-term debt – convertible bond
(3)
|
Level 2
|
|
340,173
|
|
|
430,361
|
|
|
218,851
|
|
|
219,428
|
|
Long-term debt
(3)
|
Level 2
|
|
701,498
|
|
|
701,498
|
|
|
1,124,105
|
|
|
1,124,105
|
|
Derivatives:
|
|
|
|
|
|
|
|
|
|
||||
FLNG derivative
(4)
|
Level 2
|
|
94,700
|
|
|
94,700
|
|
|
—
|
|
|
—
|
|
Interest rate swaps asset
(4) (5)
|
Level 2
|
|
10,166
|
|
|
10,166
|
|
|
5,022
|
|
|
5,022
|
|
Interest rate swaps liability
(4)(5)
|
Level 2
|
|
—
|
|
|
—
|
|
|
1,470
|
|
|
1,470
|
|
Foreign exchange swaps asset
(4)(5)
|
Level 2
|
|
51
|
|
|
51
|
|
|
—
|
|
|
—
|
|
Foreign exchange swaps liability
(4)(5)
|
Level 2
|
|
223
|
|
|
223
|
|
|
993
|
|
|
993
|
|
Total return equity swap liability
(4)(6)
|
Level 2
|
|
40,141
|
|
|
40,141
|
|
|
56,763
|
|
|
56,763
|
|
Earn-Out Units asset
(4)(7)
|
Level 2
|
|
7,400
|
|
|
7,400
|
|
|
15,000
|
|
|
15,000
|
|
(1)
|
The carrying value of our cost method investments refers to our holdings in OLT Offshore LNG Toscana S.p.A (or OLT-O). As we have no established method of determining the fair value of this investment, we have not estimated its fair value as of December 31, 2017, but have not identified any changes in circumstances which would alter our view of fair value as disclosed.
|
(2)
|
The carrying amounts of our short-term debts and loans receivable approximate their fair values because of the near term maturity of these instruments.
|
(3)
|
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 $
24.1 million
and $
26.3 million
at
December 31, 2017
and
December 31, 2016
, respectively.
|
(4)
|
Derivative liabilities are captured within other current liabilities and derivative assets are captured within non-current assets on the balance sheet.
|
(5)
|
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.
|
(6)
|
The fair value of total return equity swaps is calculated using the closing prices of the underlying listed shares, dividends paid since inception and the interest rate charged by the counterparty.
|
(7)
|
The Earn-Out Units were issued to Golar in connection with the IDR Reset transaction between Golar and Golar Partners in October 2016. Refer to note 14 for further detail.
|
•
|
The carrying values of trade accounts receivable, trade accounts payable, accrued liabilities and working capital facilities approximate fair values because of the near term maturity of these instruments.
|
•
|
The carrying value of cash and cash equivalents, which are highly liquid, is a reasonable estimate of fair value.
|
•
|
The carrying value for restricted cash and short-term deposits is considered to be equal to the estimated fair value because of their near term maturity.
|
•
|
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.
|
•
|
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 values since they bear variable interest rates, which are adjusted on a quarterly or six-monthly basis.
|
•
|
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 fair value of the Earn-Out Units was determined using a Monte-Carlo simulation method. This simulation was performed within the Black Scholes option pricing model then solved via an iterative process by applying the Newton-Raphson method for the fair value of the Earn-Out Units, such that the price of a unit output by the Monte-Carlo simulation equaled the price observed in the market. The method took into account the historical volatility, dividend yield as well as the share price of the Golar Partners common units as of the IDR Reset date and at balance sheet date.
|
•
|
The fair value of the FLNG 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. Significant inputs used in the valuation of the FLNG derivative include management’s estimate of an appropriate discount rate and the length of time to blend the long-term and the short-term oil prices obtained from quoted prices in active markets.
|
•
|
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.
|
•
|
Our pension plan assets are primarily invested in funds holding equity and debt securities, which are valued at quoted market price. These plan assets are classified within Level 1 of the fair value hierarchy (see note 25).
|
|
Balance sheet classification
|
2017
|
|
|
2016
|
|
(in thousands of $)
|
|
|
|
|
||
Asset Derivatives
|
|
|
|
|
||
FLNG derivative
|
Other non-current assets
|
94,700
|
|
|
—
|
|
Earn-Out Units asset
|
Other non-current assets
|
7,400
|
|
|
15,000
|
|
Interest rate swaps
|
Other non-current assets
|
10,166
|
|
|
5,022
|
|
Foreign exchange swaps
|
Other non-current assets
|
51
|
|
|
—
|
|
Total asset derivatives
|
|
112,317
|
|
|
20,022
|
|
Liability Derivatives
|
|
|
|
|
||
Interest rate swaps
|
Other current liabilities
|
—
|
|
|
1,470
|
|
Foreign exchange swaps
|
Other current liabilities
|
223
|
|
|
993
|
|
Total return equity swap
|
Other current liabilities
|
40,141
|
|
|
56,763
|
|
Total liability derivatives
|
|
40,364
|
|
|
59,226
|
|
|
2017
|
2016
|
||||||||||
|
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 $)
|
|
|
|
|
|
|
||||||
Total asset derivatives
|
10,166
|
|
—
|
|
10,166
|
|
5,022
|
|
(1,351
|
)
|
3,671
|
|
Total liability derivatives
|
—
|
|
—
|
|
—
|
|
1,470
|
|
(1,351
|
)
|
119
|
|
29.
|
RELATED PARTY TRANSACTIONS
|
(in thousands of $)
|
2017
|
|
2016
|
|
2015
|
|
Management and administrative services revenue (i)
|
7,762
|
|
4,251
|
|
2,949
|
|
Ship management fees revenue (ii)
|
5,903
|
|
6,466
|
|
7,577
|
|
Charter-hire expenses (iii)
|
(17,423
|
)
|
(28,368
|
)
|
(41,555
|
)
|
Gain on disposals to Golar Partners (iv)
|
—
|
|
—
|
|
102,406
|
|
Interest income on vendor financing loan (iv)
|
—
|
|
—
|
|
4,217
|
|
Interest expense on short-term credit facility (v)
|
—
|
|
(122
|
)
|
(203
|
)
|
Share options expense recharge (vii)
|
228
|
|
181
|
|
297
|
|
Interest expense on deposits payable (viii)
|
(4,622
|
)
|
(1,967
|
)
|
—
|
|
Total
|
(8,152
|
)
|
(19,559
|
)
|
75,688
|
|
(in thousands of $)
|
2017
|
|
2016
|
|
Trading balances owing to Golar Partners and subsidiaries (v)
|
(4,144
|
)
|
(21,792
|
)
|
Methane Princess lease security deposit movements (vi)
|
(3,464
|
)
|
(2,006
|
)
|
Deposit payable (viii)
|
(177,247
|
)
|
(107,247
|
)
|
Total
|
(184,855
|
)
|
(131,045
|
)
|
(in thousands of $)
|
2017
|
|
2016
|
|
Trading balances due to Golar Power and affiliates (iii)
|
(935
|
)
|
(4,442
|
)
|
Total
|
(935
|
)
|
(4,442
|
)
|
(in thousands of $)
|
2017
|
|
2016
|
|
Management and administrative services revenue
|
6,463
|
|
586
|
|
(in thousands of $)
|
2017
|
|
2016
|
|
Trading balances due from OneLNG (i)
|
7,898
|
|
719
|
|
(in thousands of $)
|
2017
|
|
|
2016
|
|
|
2015
|
|
Golar Wilhelmsen (i)
|
—
|
|
|
—
|
|
|
(2,246
|
)
|
The Cool Pool (ii)
|
59,837
|
|
|
32,254
|
|
|
1,992
|
|
Magni Partners (iii)
|
(260
|
)
|
|
(4,282
|
)
|
|
—
|
|
Total
|
59,577
|
|
|
27,972
|
|
|
(254
|
)
|
(in thousands of $)
|
2017
|
|
2016
|
|
The Cool Pool (ii)
|
14,004
|
|
3,490
|
|
Magni Partners (iii)
|
6
|
|
(137
|
)
|
Total
|
14,010
|
|
3,353
|
|
(in thousands of $)
|
2017
|
|
2016
|
|
Time and voyage charter revenues
|
77,975
|
|
37,345
|
|
Time charter revenues - collaborative arrangement
|
28,327
|
|
13,730
|
|
Voyage, charter-hire expenses and commission expenses
|
(7,683
|
)
|
(7,681
|
)
|
Voyage, charter-hire and commission expenses - collaborative arrangement
|
(38,781
|
)
|
(11,140
|
)
|
Net income from the Cool Pool
|
59,838
|
|
32,254
|
|
30.
|
CAPITAL COMMITMENTS
|
(in thousands of $)
|
|
Payable within 12 months to December 31, 2018
|
146,782
|
31.
|
OTHER COMMITMENTS AND CONTINGENCIES
|
(in thousands of $)
|
2017
|
|
|
2016
|
|
Book value of vessels secured against long-term loans
(1)
|
2,032,747
|
|
|
2,106,062
|
|
32.
|
SUBSEQUENT EVENTS
|
(1)
|
SOCIÉTÉ NATIONALE DES HYDROCARBURES
, a company established and duly incorporated under the laws of the Republic of Cameroon under company registration number RC Yaoundé J-58 with its registered office at P.O. Box 955, Yaoundé, Cameroon, represented for the purposes of this Agreement by [*****], duly authorised for the purposes hereof (“
SNH
”);
|
(2)
|
PERENCO CAMEROON SA
, a limited liability company with a board of directors, with a share capital of [*****], established and duly incorporated under the laws of the Republic of Cameroon under company registration number RC/DLA/1982/B/8367, with its registered office at P.O. Box 1225 Douala, Cameroon, represented for this purpose by [*****], duly authorised for the purposes hereof (“
Perenco
”);
|
(3)
|
GOLAR HILLI CORPORATION
, a company established and duly incorporated under the laws of the Marshall Islands, under company registration number 68975, with its registered office located at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands, MH96960, represented for the purposes of this Agreement by Mr Iain Ross, duly authorised for the purposes hereof (“
Golar
”); and
|
(4)
|
GOLAR CAMEROON SASU
, a simplified limited company with a sole shareholder, with a share capital of CFA Francs ten million (XAF 10,000,000), established and duly incorporated under the laws of the Republic of Cameroon, under company registration number RC/DLA/2015/B/3350, with its registered office located at Avenue de Gaulle 600. Bonanjo, PO Box 1404, Douala, Cameroon, represented for the purposes of this Agreement by Mr John Johansen, duly authorised for the purposes hereof (“
Golar Cam
”).
|
(A)
|
Perenco and SNH (collectively the “
Customer
”), Golar and Golar Cam are committed to the development of a floating liquefied natural gas (“
FLNG
”) export project offshore Kribi, in Cameroon (the “
Project
”).
|
(B)
|
The Customer has, pursuant to the Sanaga Sud PSC (as defined below), secured the rights to produce and transport Gas and to export LNG from Cameroon, and, pursuant to the Sanaga Sud PSC, is authorised to provide Feed Gas for the Project.
|
(C)
|
The parties have entered into a Binding Term Sheet dated 15 October 2015, as amended and supplemented by Addendum No.1 dated 30 October 2015, pursuant to which the Parties set out the basis on which Golar and Golar Cam would make the Services available to the Customer in order to execute the Project.
|
(D)
|
The Parties and the Republic of Cameroon have entered into the Gas Agreement (the “
Convention Gaziere
”) dated 30 September 2015, in order to establish the technical, legal, financial, customs and economic framework between the Parties on the one hand, and the Republic of Cameroon on the other (including the rights for the Customer to liquefy Gas and export LNG from Cameroon).
|
(E)
|
Golar and Golar Cam now wish to make the Services available to the Customer, and the Customer desires to purchase and pay Golar for the Services and to Lift LNG from the FLNG Facility, in accordance with the provisions hereof.
|
1
|
DEFINITIONS, INTERPRETATION AND LANGUAGE
|
1.1
|
Definitions
|
(1)
|
1.2 MMTPA; or
|
(2)
|
the LNG liquefaction capacity notified by the Customer in the event that the option at Clause 5.1(b) is exercised by the Customer and the required notification has been provided by Golar
|
(a)
|
any Person (other than an Affiliate) becomes the beneficial owner directly or indirectly, of voting securities of a Party representing more than fifty per cent (50%) of the Party’s outstanding voting securities or rights to acquire such securities or acquires control of a majority of the Board or otherwise acquires de facto control;
|
(b)
|
any sale, lease, exchange or transfer (in one transaction or a series of transactions) by Golar of the FLNG Facility, other than in respect of specific finance arrangements where Golar retains control and use of the FLNG Facility; or
|
(c)
|
[*****].
|
(a)
|
the enactment of any new law;
|
(b)
|
the modification, repeal, or withdrawal of any existing law;
|
(c)
|
the commencement of any law which had not become effective on 15 October 2015; or
|
(d)
|
a change in the interpretation or application by any Governmental Authority having jurisdiction over any of the Parties or the subject matter of this Agreement of any law.
|
(a)
|
any indirect, incidental, consequential, exemplary or punitive loss or damages; and
|
(b)
|
any direct or indirect: loss of income or profits, loss of anticipated income or profits, loss of goodwill, loss of business, loss of bargain, loss of anticipated saving, loss of use (partial or total), loss and/or deferral of production, loss of contracts, loss of revenues, or loss of reputation.
|
(a)
|
the Customer and each of its Affiliates;
|
(b)
|
any Person selling, supplying or otherwise delivering Feed Gas for or on behalf of Customer to FLNG Facility;
|
(c)
|
any Person executing any agreement pursuant to which Customer or any of Customer’s Affiliates sells or agrees to sell LNG (unless such Person has signed the Conditions of Use Agreement);
|
(d)
|
any owner and operator of Transport Pipelines delivering Feed Gas for or on behalf of Customer;
|
(e)
|
any Transporter (unless such Transporter has signed the Conditions of Use Agreement);
|
(f)
|
contractors and subcontractors of any tier of any of the foregoing (including tugs, tug owners and operators, pilot vessels, pilot vessel owners and operators, and security vessels, security vessel owners and operators) in connection with the Customer’s Facilities; and
|
(g)
|
the Representatives of each of the foregoing,
|
(a)
|
a party suspends payment of its debts or is unable or admits its inability to pay its debts as they fall due;
|
(b)
|
a party passes a resolution, commences proceedings or has proceedings commenced against it (which proceedings commenced against it are not stayed within twenty-one (21) days of service thereof on that party) in the nature of bankruptcy or reorganization resulting from insolvency, or for its liquidation or for the appointment of a receiver, administrator, trustee in bankruptcy or liquidator of its undertakings or assets;
|
(c)
|
a party enters into any composition or scheme of arrangement with its creditors generally (or any class thereof) for the forgiveness or forbearance of debt (in whole or in part) save in the course of reconstructions or amalgamations previously approved in writing by the other party;
|
(d)
|
a petition is presented or an order is made by any competent court or other appropriate authority or a resolution is passed for bankruptcy, dissolution or winding up of a party;
|
(e)
|
a liquidator, manager, administrator, receiver or trustee is appointed or an encumbrancer takes possession of the undertaking or property of a party or any material part of the undertaking or property of a party and is not paid out or discharged within twenty-eight (28) days unless such appointment or possession is being contested by the party in good faith by appropriate proceedings and is paid out or discharged within forty-five (45) days; and
|
(f)
|
a party ceases to carry on its business except for the purposes of corporate restructuring in a way which will shall not affect or interfere with its duties and obligations under this Agreement.
|
1.2
|
Interpretation
|
(a)
|
The titles, headings, and numbering are included for convenience only and will have no effect on the construction or interpretation of this Agreement.
|
(b)
|
References to Clauses, sub-paragraphs and Annexes are to those of this Agreement unless otherwise indicated. References to this Agreement and to any other agreements, contractual instruments or relevant documents will be deemed to include all exhibits, schedules, appendices, annexes, and other attachments thereto and all subsequent amendments and other modifications to such instruments, to the extent such amendments and other modifications are not prohibited by the terms of this Agreement.
|
(c)
|
The word “
include
” or “
including
” will be deemed to be followed by “without limitation”.
|
(d)
|
The word “
will
” has the same meaning as
“shall”
and thus imposes an obligation.
|
(e)
|
Whenever the context so requires, the singular includes the plural and the plural includes the singular, and the gender of any pronoun includes the other gender.
|
(f)
|
Unless otherwise indicated, references to any statute, regulation or other law will be deemed to refer to such statute, regulation or other law as amended or modified, or any successor law.
|
(g)
|
All references to a Person shall include such Person’s successors and permitted assigns.
|
(h)
|
A “
Party
” to this Agreement includes its permitted assignees (if any) and/or the successors in title to that part of its undertaking which includes this Agreement.
|
(i)
|
The word “
writing
” includes any methods of representing words in a legible form (other than writing on an electronic or visual display screen) or other writing in non-transitory form.
|
(j)
|
Unless otherwise indicated, any reference to currency shall be to the lawful currency from time to time of the United States of America.
|
(k)
|
Unless otherwise indicated, any reference to a time of day shall be to West Africa Time Zone (UTC+01:00).
|
(l)
|
For the purpose of this Agreement, rounding shall be made to four (4) decimal places according to ISO-80000-1:2009(en), Annex B, related to rules for the rounding of numbers unless otherwise stated herein.
|
1.3
|
Contract Language
|
2
|
TERM AND EFFECTIVENESS
|
2.1
|
Term
|
(a)
|
the eighth (8
th
) anniversary of the Acceptance Date;
|
(b)
|
receipt and processing of five hundred (500) BCF of Feed Gas at the Gas Receipt Point and delivery of the resultant LNG at the LNG Delivery Point; or
|
(c)
|
termination pursuant to Clause 18.
|
2.2
|
Extension of Term
|
2.3
|
Conditions Precedent
|
(a)
|
provision by Golar to Perenco of the Golar Credit Support;
|
(b)
|
provision by the Customer to Golar of the Perenco Credit Support; and
|
(c)
|
provision by the Customer to Golar of the SNH Credit Support,
|
3
|
SCOPE OF SERVICES
|
3.1
|
Services to be Provided by Golar and Golar Cam
|
(a)
|
the receipt of Feed Gas at the Gas Receipt Point;
|
(b)
|
the treatment and liquefaction of Gas;
|
(c)
|
the temporary storage of Customer’s Inventory;
|
(d)
|
the purging and cool down or cool down only of LNG Vessels;
|
(e)
|
the delivery of LNG meeting the LNG Specification at the LNG Delivery Point, in accordance with Clause 12; and
|
(f)
|
other activities related to performance of the foregoing.
|
3.2
|
Activities Outside Scope of Services
|
(a)
|
the production, purchase or other acquisition of Feed Gas and related activities;
|
(b)
|
the delivery of Feed Gas to the Gas Receipt Point and related activities;
|
(c)
|
the construction, operation, ownership, maintenance, repair and removal of facilities upstream of the Gas Receipt Point;
|
(d)
|
overall security at the FLNG Site, including the provision of any security vessels and services;
|
(e)
|
harbour, mooring and escort services to LNG Vessels, including those relating to Pilots, tugs, service boats, fire boats and other escort vessels, provided that Golar and/or Golar Cam will use reasonable efforts to assist Customer in obtaining such services at Customer’s expense if requested by the Customer;
|
(f)
|
the construction, operation, ownership, maintenance, repair or servicing of Downstream Facilities;
|
(g)
|
the provision of LNG for the purposes of purging and/or cool down of LNG Vessels;
|
(h)
|
the provision of nitrogen to LNG Vessels;
|
(i)
|
the provision of, or assistance in securing, bunker fuel, vessel repairs or the delivery of ship’s stores or spare parts for LNG Vessels;
|
(j)
|
the disposal of waste in any form from an LNG Vessel, light dues, LNG Vessel ballast, bunkering services, fresh water supply, liberty launches for the crews of LNG Vessels, shore leave for LNG Vessels’ crews, port mooring personnel for line handling (if any), independent cargo surveyor services, except as provided in Clause 15.3 any vetting activities or condition assessments in relation to LNG Vessels, any maritime authority fees or any Port Charges in relation to any LNG Vessel; and
|
(k)
|
the marketing of Gas and/or LNG and all activities related thereto,
|
3.3
|
Performance of Services
|
4
|
OPERATION MANUALS AND MEASUREMENT
|
4.1
|
Marine Operations Manual
|
(a)
|
General.
Golar and Customer shall develop and maintain a marine operations manual for the FLNG Facility, which manual shall contain implementation procedures applicable to LNG Vessels and Transporters in accordance with Marine Operations Industry Practice and in line with the design parameters of the FLNG Facility (excluding matters governed by the Commercial Operations Manual and/or the Measurement and Testing Procedures) (the “
Marine Operations Manual
”). It is acknowledged that each Party shall be responsible for developing certain sections of the Marine Operations Manual.
|
(b)
|
Compliance.
The Parties shall comply, and Customer shall cause all LNG Vessels and Transporters utilising the FLNG Facility to comply, with the Marine Operations Manual in all material respects.
|
(c)
|
Development.
In developing such Marine Operations Manual, Golar shall provide the Customer with a preliminary draft of the same (the “
Preliminary Marine Operations Manual
”) no later than [*****] days in advance of the Scheduled Commissioning Start Date. If the Customer desires to consult with Golar regarding the contents of the Preliminary Marine Operations Manual, the Customer shall, no later than [*****] days from delivery of the Preliminary Marine Operations Manual by Golar, request to meet with Golar by providing notice thereof to Golar, and Golar shall, no later than [*****] days after receipt of such notice, meet with the Customer to discuss the Preliminary Marine Operations Manual. If the Parties are able during such meeting to arrive at a common approach to revising the draft, then such draft, as so revised (and as amended from time to time), shall constitute the Marine Operations Manual. If the Parties are unable during such meeting to arrive at a common approach upon revisions to the Preliminary Marine Operations Manual, then [*****].
|
(d)
|
Amendment.
Either Party may request amendments to the Marine Operations Manual and the Parties shall consult with each other in good faith about any such proposed amendments; provided that any amendments shall require the consent of the other Party (such consent not to be unreasonably withheld, conditioned or delayed). Golar shall deliver to the Customer a copy of the Marine Operations Manual and any amendments thereto promptly after they have been finalised or amended, as the case may be.
|
(e)
|
Priority.
In the event of a conflict between the provisions of this Agreement and the Marine Operations Manual, the provisions of this Agreement shall prevail.
|
4.2
|
Commercial Operations Manual
|
(a)
|
General.
Golar and Customer shall develop and maintain a commercial operations manual for the FLNG Facility, which manual shall contain commercial implementation procedures relating to provision of the Services (excluding matters governed by the Marine Operations Manual and/or the Measurement and Testing Procedures) (the “
Commercial Operations Manual
”).
|
(b)
|
Compliance.
The Parties shall comply with the Commercial Operations Manual in all material respects.
|
(c)
|
Development.
In developing such Commercial Operations Manual, Golar shall provide the Customer with a preliminary draft of the same (the “
Preliminary Commercial Operations Manual
”) no later than [*****] days in advance of the Scheduled Commissioning Start Date. If the Customer desires to consult with Golar regarding the contents of the Preliminary Commercial Operations Manual, the Customer shall, no later than [*****] days from delivery of the Preliminary Commercial Operations Manual by Golar, request to meet with Golar by providing notice thereof to Golar, and Golar shall, no later than [*****] days after receipt of such notice, meet with the Customer to discuss the Preliminary Commercial Operations Manual. If the Parties are able during such meeting to arrive at a common approach to revising the draft, then such draft, as so revised (and as amended from time to time), shall constitute the Commercial Operations Manual. If the Parties are unable during such meeting to arrive at a common approach upon revisions to the Preliminary Commercial Operations Manual, then [*****].
|
(d)
|
Amendment.
Either Party may request amendments to the Commercial Operations Manual and the Parties shall consult with each other in good faith about any such proposed amendments; provided that any amendments shall require the consent of the other Party (such consent not to be unreasonably withheld, conditioned or delayed). Golar shall deliver to the Customer a copy of the Commercial Operations Manual and any amendments thereto promptly after they have been finalised or amended, as the case may be.
|
(e)
|
Priority.
In the event of a conflict between the provisions of this Agreement and the Commercial Operations Manual, the provisions of this Agreement shall prevail. In the event of a conflict between the provisions of the Commercial Operations Manual and the Marine Operations Manual or the Measurement and Testing Procedures, the provisions of the Commercial Operations Manual shall prevail.
|
4.3
|
Measurement and Testing Procedures
|
(a)
|
General.
Any measurement and/or testing of Feed Gas delivered to Golar at the Gas Receipt Point and LNG delivered to the Customer at the LNG Delivery Point required in the performance of this Agreement, shall be carried out in accordance with the measurement and testing procedures developed by Golar and agreed between the Parties pursuant to this Clause 4.3 (the “
Measurement and Testing Procedures
”).
|
(b)
|
Development.
Golar shall provide the Customer with a preliminary draft set of Measurement and Testing Procedures by no later than [*****] days prior to the Scheduled Commissioning Start Date. Golar and the Customer shall agree on the Measurement and Testing Procedures within [*****] days thereafter; provided that if Golar and the Customer are unable to agree on the Measurement and Testing Procedures within such [*****] days, [*****]. The Measurement and Testing Procedures shall comply with applicable International LNG Terminal Standards and any legal requirement in Cameroon applicable in respect of metering.
|
(c)
|
Amendment.
Subject to the Customer’s consent (not to be unreasonably withheld or delayed), Golar may amend the Measurement and Testing Procedures from time to time. It shall be reasonable for the Customer to withhold or delay its consent where any amendments proposed by Golar are inconsistent, or would conflict, with the measurement and testing procedures agreed in any LNG SPA. Golar shall reasonably consider changes to the Measurement and Testing Procedures that are requested by the Customer and consult with Customer about such changes.
|
(d)
|
Priority.
In the event of a conflict between the provisions of this Agreement and the Measurement and Testing Procedures, the provisions of this Agreement shall prevail. In the event of a conflict between the provisions of the Measurement and Testing Procedures and the Marine Operations Manual, the provisions of the Measurement and Testing Procedures shall prevail.
|
5
|
COMPENSATION FOR SERVICES
|
5.1
|
Fees
|
(a)
|
A monthly fee (the “
Tolling Fee
”) payable in arrears in an amount equal to (1) the MMBTU Base Capacity for the applicable Contract Year divided by (2) the Monthly Component and multiplied by (3) the price per MMBTU (based on Gross Heating Value), which shall be calculated as follows:
|
(i)
|
Brent Crude Price
>
[*****].
|
(ii)
|
Brent Crude Price > USD60 but [*****].
|
(iii)
|
Brent Crude Price
<
USD60: [*****].
|
(b)
|
The Customer shall have [*****] to instruct Golar to increase the LNG liquefaction capacity of the FLNG Facility up to a maximum of [*****] MMTPA Golar shall comply with such instructions within such [*****] month period (or a shorter time period which can be reasonably accommodated given the operational limitations of the FLNG Facility) provided that it is reasonable to do so in accordance with International LNG Terminal Standards, the Gas Agreement and applicable law. Once Golar are able to achieve the LNG liquefaction capacity notified by the Customer, Golar shall notify the Customer in writing, following which the Tolling Fee shall be calculated as follows (commencing on the first day of the calendar month following such notification by Golar):
|
(i)
|
Brent Crude Price
>
[*****].
|
(ii)
|
Brent Crude Price >USD60 [*****].
|
(iii)
|
Brent Crude Price
<
USD60: [*****].
|
(c)
|
Purging and Cool Down Fee.
If the Customer receives purging and cool down pursuant to Clause 15.9(a) [*****] (“
Purging and Cool Down Fee
”). The Purging and Cool Down Fee shall be payable in arrears and invoiced pursuant to Clause 6.2. For the avoidance of doubt, [*****].
|
5.2
|
Retainage
|
(a)
|
Retainage during Commissioning Period.
Golar shall be entitled to retain, deduct from the Customer’s Inventory, and use without cost, Retainage up to the Commissioning Retainage Limit.
|
(b)
|
Retainage during Services Period
. Golar shall be entitled to retain, deduct from the Customer’s Inventory, and use without cost the Retainage in accordance with Annex 4 (the “
Operations Retainage Limit
”).
|
6
|
INVOICING AND PAYMENT
|
6.1
|
Monthly Invoices
|
6.2
|
Other Invoices
|
6.3
|
Payment Due Dates
|
(a)
|
Due Date for Monthly Invoice.
Each monthly invoice submitted by Golar pursuant to Clause 6.1 shall become due and payable [*****] days after delivery of such monthly invoice, provided that if such day is not a Business Day, it shall become due and payable on the next Business Day. If the amount of the monthly invoice calculated pursuant to Clause 6.1 is a negative amount, such negative amount shall be carried forward to the next monthly invoice until fully applied towards the fees and charges due from the Customer.
|
(b)
|
Due Date for Other Invoices.
Each invoice submitted pursuant to Clause 6.2 shall become due and payable on the [*****] day after the date on which it is received, provided that if such payment due date is not a Business Day, the due date for such payment shall be extended to the next Business Day.
|
(c)
|
Interest.
If the full amount of any invoice is not paid when due, the unpaid amount thereof shall bear interest at the rate of [*****] above LIBOR, compounded annually, from and including the day following the due date up to and including the date when payment is received.
|
6.4
|
Payment
|
(a)
|
Obligation.
Each Party shall pay, or cause to be paid, in USD, in immediately available funds, all amounts that become due and payable by such Party pursuant to any invoice issued hereunder, to a bank account or accounts designated by and in accordance with instructions issued by the invoicing Party.
|
(b)
|
Payment in Full.
Each payment of any amount owing under this Clause 6 shall be in the full amount due without reduction or offset for any reason (except as expressly allowed under this Agreement (including Clause 6.6) or in the case of manifest error, which error the paying Party shall report to the invoicing Party as soon as reasonably practicable), including Taxes, exchange charges, or bank transfer charges. In case of manifest error the incorrect invoice shall be deemed withdrawn and the invoicing Party shall issue a corrected invoice to the paying Party. The due date for payment of such corrected invoice shall be in accordance with Clause 6.3.
|
6.5
|
Non-payment
|
(a)
|
Right to Suspend Performance.
If any amount in excess of [*****] (United States Dollars [*****]) due by Customer under this Agreement remains outstanding for more than [*****] days after Golar notifies Customer of such payment default, Golar may immediately suspend performance of its obligations under this Agreement upon notice to the Customer until such undisputed amount, with interest in accordance with Clause 6.3(c), has been paid in full.
|
(b)
|
For the avoidance of doubt, if Golar suspends performance pursuant to Clause 6.5(a), the Customer shall continue to be liable for the Fee and all other amounts owing by the Customer under this Agreement.
|
(c)
|
Termination Right.
If any amount in excess of [*****] (United States Dollars [*****]) owed by Customer under this Agreement remains outstanding for more than [*****] days after Golar notifies Customer of such payment default, then Golar shall have the right to terminate this Agreement in accordance with Clause 18.1(b)(v).
|
6.6
|
Disputed Invoices
|
6.7
|
Final Settlement
|
7
|
TAXES
|
(a)
|
If either Party (for the purpose of this Clause 7, the “
indemnified Party
”) becomes aware of any circumstance which may result in the indemnified Party having a claim against the other Party (for the purpose of this Clause 7, the “
indemnifying Party
”) in respect of a Tax liability against which the indemnified Party is indemnified and held harmless under Clause 7(a) or 7(b), as applicable, then:
|
(i)
|
the indemnified Party shall promptly notify the indemnifying Party in writing and the indemnifying Party shall be entitled (A) to take and/or require the indemnified Party to take any action the indemnifying Party might reasonably request to resist such Tax liability, in the name of the indemnified Party but at the cost and expense of the indemnifying Party, and (B) to have conduct of any appeal, dispute, compromise of the matter and of any incidental negotiations for the aforesaid purposes; and
|
(ii)
|
the indemnified Party shall give the indemnifying Party all co-operation, access and assistance for the purpose of resisting such Tax liability as the indemnifying Party may reasonably require.
|
8
|
FLNG FACILITY
|
8.1
|
Description
|
8.2
|
Standard of Operation
|
(a)
|
Approvals and Documentation.
The FLNG Facility shall comply with the regulations of, and obtain all Approvals required by, Governmental Authorities to carry out all operations at the FLNG Site. The FLNG Facility shall at all times have on board valid documentation evidencing all such Approvals. The FLNG Facility shall comply fully with the International Safety Management Code for the Safe Operation of Ships and Pollution Prevention effective 1 July 1998 (the “ISM Code”), and at all times be in possession of a valid safety management certificate issued in accordance with the ISM Code.
|
(b)
|
Condition.
The FLNG Facility, including its manifold arrangement, shall be in compliance with the Marine Operations Manual and with International LNG Terminal Standards. The FLNG Facility shall be (i) fitted in every way with adequate facilities for the liquefaction of Feed Gas and the storage and unloading of LNG and (ii) otherwise seaworthy.
|
(c)
|
Classification Society.
The FLNG Vessel shall at all times be maintained in class with DNV-GL or any other member of the International Association of Classification Societies that is agreed in writing by the Parties.
|
(d)
|
Construction.
The FLNG Facility shall have been constructed to all applicable International LNG Terminal Standards.
|
(e)
|
Operation and Maintenance.
The FLNG Facility shall comply with, and shall be fully equipped, supplied and maintained to comply with, all applicable International LNG Terminal Standards.
|
(f)
|
ISPS Code.
The FLNG Vessel shall hold a valid International Ship Security Certificate. Golar shall comply with the guidelines contained in its Ship Security Plan as defined in the ISPS Code to ensure that the appropriate security level is maintained at all times on board the FLNG Vessel.
|
8.3
|
FLNG Vessel Personnel
|
(a)
|
Training and Qualifications.
As of the Commercial Start Date and throughout the Term, and without prejudice to Article 11 of the Gas Agreement Golar shall ensure that the FLNG Vessel shall have a competent operational team onboard at all times with the ability, experience, licences and training commensurate with the performance of their duties in accordance with International LNG Terminal Standards and as required by Governmental Authorities having jurisdiction over the FLNG Vessel or her crew. Without in any way limiting the foregoing:
|
(i)
|
All marine personnel shall possess valid and current certificates of competence and/or documents issued or approved by the Flag State and in accordance with the requirements of any applicable Cameroon law;
|
(ii)
|
the senior marine personnel shall be trained and certified to a standard customary for Reasonable and Prudent Operators of such floating liquefaction facilities and in compliance with the relevant provisions of the International Convention on Standards of Training, Certification and Watchkeeping for Seafarers, 1978 (as amended in 1995) or any additions, modifications or subsequent versions thereof and SIGTTO publication “Crew Safety Standards and Training for Large LNG Carriers”;
|
(iii)
|
within the operational team there shall be a master mariner who shall have documented previous experience with side-by-side LNG operations (in the capacity of being the Master of an LNG vessel or an FSRU vessel);
|
(iv)
|
the operational team onboard shall be fluent in written and oral English and shall maintain all records and provide all reports with respect to the FLNG Vessel in English; and there shall otherwise be on board sufficient personnel with a good working knowledge of the English language to enable, loading, and liquefaction of Gas and cargo handling and discharge of LNG, as well as bunkering operations, to be carried out efficiently and safely and to enable communications between the FLNG Vessel and those loading the LNG Vessel or accepting discharge therefrom to be carried out quickly and efficiently; and
|
(v)
|
none of the FLNG Vessel’s Master, officers or crew shall, while serving on the FLNG Vessel, abuse the use of drugs or alcohol, and Golar shall maintain a written policy to such effect, such policy to meet or exceed the standards of the Oil Companies International Marine Forum’s Guidelines for the Control of Drugs and Alcohol Aboard Ship, 1995, as amended from time to time. If any Master, officer or crew member abuses the use of drugs or alcohol, such individual shall be dismissed from service on the FLNG Vessel.
|
(b)
|
Professional Histories.
Prior to the Commercial Start Date, Golar shall provide the Customer with professional histories of the key marine personnel onboard, who shall have a minimum of twelve (12) months’ seagoing experience.
|
8.4
|
Conversion Progress Reports
|
8.5
|
Modifications to FLNG Facility
|
(a)
|
Should modifications to the FLNG Facility be required following the Effective Date by the FLNG Vessel’s Classification Society or by the Flag State or as a result of implementation or application of any international convention or regulation by any Governmental Authority to whose rules the FLNG Vessel is or may become subject, the costs of or arising from such modifications shall be for the account of Golar. If such modifications occur after the Acceptance Date, the Fee shall not be payable for the period of time taken to implement such modifications and any resulting undelivered LNG quantities shall not count towards a Services Unavailability. If the modifications required pursuant to this Clause 8.5(a) can be accomplished during Scheduled or Unscheduled Downtime then Golar shall use reasonable endeavours to carry out the modifications at that time, failing which the Customer shall have the right to make changes to the Lifting Programme in accordance with Clause 12.4(c), to take into account the reasonable requirements of any LNG buyer under an LNG SPA.
|
(b)
|
If, following the Effective Date, modifications to the FLNG Facility are required as a result of local law or regulations of Cameroon (other than those which implement international conventions or regulations pursuant to Clause 8.5(a) above) Golar shall promptly notify [*****] If the modifications required pursuant to this Clause 8.5(b) can be accomplished during Scheduled or Unscheduled Downtime then Golar shall use reasonable endeavours to carry out the modifications at that time, failing which the Customer shall have the right to make changes to the Lifting Programme in accordance with Clause 12.4(c), to take into account the reasonable requirements of any LNG buyer under an LNG SPA.
|
(c)
|
If, following the Effective Date, modifications to the FLNG Facility are reasonably required by the Customer, Customer shall promptly notify Golar and the cost of such modifications shall be for the account of Customer. It is agreed by Golar that it shall be reasonable for Customer to require such modifications in consequence of a modification of an LNG Vessel pursuant to a change in International LNG Vessel Standards or applicable law with which an LNG Vessel is required to comply. [*****] the Fee shall continue to be payable for the period of any reasonable time taken to implement such modifications and any resulting undelivered LNG quantities shall not count towards a Services Unavailability, provided, however, that any modifications required under this Clause 8.5(c) shall only be undertaken if they do not jeopardise the FLNG Vessel’s compliance with the applicable requirements of its Classification Society and/or Flag State. If the modifications required pursuant to this Clause 8.5(c) can be accomplished during Scheduled or Unscheduled Downtime then, subject to Golar’s own maintenance requirements, Golar shall use reasonable endeavours to carry out the modifications at that time, failing which the Parties shall meet to discuss any modifications to the Lifting Programme to be agreed in accordance with Clause 12.4(a).
|
(d)
|
Notwithstanding the foregoing provisions of this Clause 8.5, Golar shall at any time after the Effective Date have the right, but not the obligation, from time to time to modify the FLNG Facility, including its specifications or the type or location of its facilities for any reason; provided that the costs of or arising from such modifications shall be for the account of Golar. Any such modifications shall be subject to (i) such modifications not rendering the FLNG Facility incompatible with an LNG Vessel that was previously compatible with the FLNG Facility, (ii) such modifications not reducing the Services except as allowed in Clause 13.1 and (iii) such modifications not resulting in the FLNG Facility failing to comply with Clause 8.1. Notwithstanding (i) but subject to (ii) and (iii) in the foregoing sentence, Golar may make such
|
(i)
|
such modification is made pursuant to a change in International LNG Terminal Standards; or
|
(ii)
|
the LNG Vessel is capable of being modified to maintain compatibility with both the FLNG Facility and the LNG receiving terminal in the LNG Vessel’s normal trade and, in connection with a modification (other than pursuant to sub-paragraph (i) above), Golar reimburses the Customer for the reasonable actual costs incurred by Customer in causing Transporter to modify the LNG Vessel to maintain compatibility with the FLNG Facility as so modified; provided, further, that the Customer shall use its reasonable efforts to cause its LNG buyer or the relevant Transporter to minimise costs to be borne by Golar hereunder, where so informed by its LNG buyer or the relevant Transporter, shall notify Golar as soon as reasonably practicable in advance of the nature and expected cost of all such LNG Vessel modifications by Transporter, and shall invoice Golar in accordance with Clause 6.2 for all costs incurred for which such reimbursement from Golar is requested.
|
(e)
|
Upon becoming aware of the need for any modifications under Clauses 8.5(a) to (d) above, the relevant Party requiring the modification shall promptly notify the other Party in writing of:
|
(i)
|
the nature and extent of the modification required;
|
(ii)
|
the latest date by which such modification is expected to be reasonably completed;
|
(iii)
|
in the case of any modification notified by Golar for which Customer is liable for the cost thereof, the estimated cost of such modification; and
|
(iv)
|
in the case of any modification required by either Party, Golar shall notify Customer of the estimated time required for completing such modification taking into account the date requested in sub-paragraph (ii) above.
|
8.6
|
Customer Inspection Rights
|
8.7
|
Removal of the Mooring
|
9
|
START-UP
|
9.1
|
Commissioning Start Date
|
(a)
|
The Commissioning Period will commence on the Scheduled Commissioning Start Date. The Parties shall use reasonable endeavours to agree a Scheduled Commissioning Start Date earlier than [*****].
|
(b)
|
Delay Caused by Force Majeure.
Should an event of Force Majeure occur that has the effect of delaying the acceptance of the FLNG Facility, then, upon notice of such effect from Golar, the Scheduled Commissioning Start Date shall be postponed or delayed to fully address the effects of such event. For greater certainty, Golar shall take all such actions required under Clause 16 to address any such event of Force Majeure delaying the Scheduled Commissioning Start Date, including notice of such event to be provided in accordance with Clause 16.3.
|
9.2
|
Commissioning Period
|
(a)
|
The Commissioning Period shall be limited to one hundred and eighty (180) days from the Scheduled Commissioning Start Date, subject to any extension of up to an additional [*****] days in accordance with Clause 9.2(k) below, and any extensions pursuant to Clause 9.4(a).
|
(b)
|
No later than [*****] days before the Scheduled Commissioning Start Date Golar shall deliver to the Customer (1) a draft programme for the site commissioning of the FLNG Facility, including the carrying out of the Commissioning Activities (other than the Acceptance Tests) during the Commissioning Period (the “
Commissioning Programme
”) and (2) a draft proposal regarding acceptance testing of the FLNG Facility in order to ascertain whether or not the FLNG Facility meets the Acceptance Minimum Requirements (the “
Acceptance Test Protocol
”).
|
(c)
|
The Commissioning Programme shall include, in reasonable detail, operational information relevant to the production and delivery of LNG during the Commissioning Period, including but not limited to:
|
(d)
|
Golar shall provide the Customer with an updated Commissioning Programme at least [*****] days before the Scheduled Commissioning Start Date (or such alternative date as the Parties otherwise agree). If the Customer desires to consult with Golar regarding the contents of the Commissioning Programme, the Customer shall, no later than [*****] days from delivery of the draft proposal by Golar, request to meet with Golar by providing notice thereof to Golar, and Golar shall, no later than [*****] days after receipt of such notice, meet with the Customer to discuss the Commissioning Programme. Subject to Clause 9.2(e), [*****].
|
(e)
|
The Parties shall co-operate to schedule lifting of commissioning cargoes and Golar shall use reasonable endeavours to provide Customer with at least [*****] days’ notice of each commissioning cargo (or otherwise as much advance notice as possible given the increased level of uncertainty regarding LNG production, loading rates and laytimes during the Commissioning Period). In each notice to Customer identifying an available commissioning cargo Golar shall specify:
|
(f)
|
The Acceptance Test Protocol shall include, in reasonable detail, technical and operational information relevant to the Acceptance Tests and shall meet the principles detailed at Annex 5. The Parties shall use all reasonable endeavours to agree and conclude the Acceptance Test Protocol at least [*****] days before the Scheduled Commissioning Start Date (or such alternative date as the Parties otherwise agree) and shall comply with the Acceptance Test Protocol thereafter.
|
(g)
|
Any periods of delay primarily attributable to a Customer Delay Event or to an event of Force Majeure properly notified and reported in accordance with Clause 16 shall not count towards the Commissioning Period, and the Commissioning Period shall be suspended during such periods of delay.
|
(h)
|
Golar shall tender a notice of readiness to Customer upon arrival and mooring of the FLNG Vessel at the FLNG Site and completion of the Hook-Up Activities (a “
Golar Notice of Readiness
”) and shall, after using all reasonable endeavours to make operational any equipment for flushing and leak testing in advance, ensure that the FLNG Facility is ready to commence Commissioning Activities by the later of (a) tender of Golar Notice of Readiness or (b) the Scheduled Commissioning Start Date. If Golar becomes aware that the FLNG Vessel is not going to reach the FLNG Site by the Scheduled Commissioning Start Date, Golar shall provide the Customer with a notice stating when it expects the FLNG Vessel to arrive at the site, the reasons for the delay and the steps which Golar is taking to minimise the delay.
|
(i)
|
Following installation of the Mooring (which shall include Golar’s connection pipe), Customer shall securely interconnect its hook-up spool with Golar’s connection pipe at the Gas Receipt Point.
|
(j)
|
Customer shall be responsible for ensuring that by the Scheduled Commissioning Start Date the Customer’s Facilities are of a specification envisaged by this Agreement and compatible for the safe operation of the FLNG Facility and the carrying out of the Services as envisaged by this Agreement.
|
(k)
|
If, except where due to Golar’s Gross Negligence or Wilful Misconduct, the production and offloading operations test specified in the Acceptance Test Protocol has not been successfully completed by the date that is [*****] days before the end of the Commissioning Period, then Golar shall have the right to notify the Customer of the extension of the Commissioning Period for an additional period as is necessary to complete such production and offloading operations test but not exceeding [*****] days and the Commercial Start Date shall be adjusted accordingly.
|
(l)
|
The Customer shall use reasonable endeavours to ensure that any relevant LNG Vessel loading commissioning cargoes arrives at the FLNG Facility with the temperature in its tanks sufficiently cold to permit the continuous loading of LNG at the rate required by the Customer. If any such LNG Vessel arrives at the FLNG Facility with sufficiently cold tanks Golar shall nonetheless provide cool down services where required by the Customer due to any delays occurring during the loading of the relevant commissioning cargo (without the Purging and Cool Down Fee or reduction in the Customer’s Inventory Account under Clause 15.9 in circumstances where such delays have been caused primarily by the negligence or fault of Golar).
|
(m)
|
Golar shall give the Customer reasonable notice of the scheduled time of the Acceptance Tests performed during the Commissioning Period. If, pursuant to any right granted to the Customer or the Customer’s Representative(s) under this Agreement to participate in or witness any testing contemplated by this Clause 9.2 or retesting contemplated by Clause 9.4(f), the Customer or the Customer’s Representative is unavailable to attend a test or retest at the scheduled time, Golar shall proceed with the testing or retesting without unreasonable delay and shall report the results of the testing or retesting promptly to the Customer.
|
9.3
|
Compensation During Commissioning Period
|
(a)
|
The applicable calculation mechanism for the monthly compensation fee payable to Golar in arrears during the Commissioning Period, as further defined in Clauses 9.3(b) to 9.3(d) below, shall be (1) the MMBTU Base Capacity divided by (2) the Monthly Component and multiplied by (3) the price per MMBTU (based on Gross Heating Value), which shall be calculated as follows:
|
(i)
|
Brent Crude Price [*****];
|
(ii)
|
Brent Crude Price > USD60 but [*****];
|
(iii)
|
Brent Crude Price
<
USD60: [*****]; or
|
(iv)
|
as otherwise specified in Clause 9.3(c);
|
(b)
|
Compensation shall be payable by the Customer to Golar for the [*****] of the Commissioning Period or, if Golar Notice of Readiness has not been tendered by the Scheduled Commissioning Start Date, for the [*****] from tender of Golar Notice of Readiness plus, in the event that Golar has exercised its option at clause 9.6(a)(ii), the time taken for transferring the LNG Cool Down Cargo, being the time taken from when the LNG carrier starts pumping LNG until the earlier of (x) the transfer of the LNG Cool Down Cargo is completed and it stops pumping or [*****] after the LNG carrier starts pumping LNG (the “
LNG Cool Down Cargo Transfer Time
”) (or up to Acceptance, if Acceptance occurs prior to the [*****] of the Commissioning Period from tender of Golar Notice of Readiness plus any LNG Cool Down Cargo Transfer Time), save for any period of delay primarily attributable to a Customer Delay Event, in respect of all LNG made available for delivery in an amount per MMBTU (based on Gross Heating Value) set out in Clause 9.3(a), payable in arrears. For the avoidance of doubt, if Golar has exercised its option at clause 9.6(a)(ii) and the transfer of the LNG Cool Down Cargo is not completed by the time which is [*****] after the LNG carrier starts pumping LNG Golar shall continue to carry out the Commissioning Activities in accordance with this Agreement but
|
(c)
|
Following expiry of the [*****] period referred to at Clause 9.3(b) above (together with any applicable LNG Cool Down Cargo Transfer Time), monthly compensation shall be payable by the Customer to Golar for the [*****] of the Commissioning Period, save only in respect of LNG Cool Down Cargo Transfer Time in the event that Golar transfers the LNG Cool Down Cargo in such [*****], (or up to Acceptance, if Acceptance occurs prior to the expiry of such [*****], save for any period of delay primarily attributable to the Customer, at a rate equivalent to [*****] of the amount calculated in accordance with Clause 9.3(a) based on an amount of [*****] (based on Gross Heating Value), together with compensation in respect of all LNG made available for delivery in excess of [*****] of the Base Capacity divided by twelve, in an amount per MMBTU (based on Gross Heating Value) set out in in Clause 9.3(a), payable monthly in arrears.
|
(d)
|
Following expiry of the [*****] period referred to at Clause 9.3(c) above, monthly compensation shall be payable by the Customer to Golar in the remainder of the Commissioning Period (save for any period of delay primarily attributable to a Customer Delay Event) [*****].
|
(e)
|
Provided that Golar has tendered Golar Notice of Readiness, where the Commissioning Period is suspended due to periods of delay primarily attributable to a Customer Delay Event, the Customer shall pay liquidated damages to Golar in accordance with the following schedule:
|
Cumulative Days of Suspension
|
Liquidated Damages Payable (% of the Tolling Fee pro rata for each day (or part thereof) of suspension, based on a unit price of
[*****]
.)
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
9.4
|
Commercial Start Date
|
(a)
|
The date falling on the earlier of (a) one hundred and eighty (180) days days after the Scheduled Commissioning Start Date, or (b) the Acceptance Date, shall be deemed the “
Commercial Start Date
”, provided that the Commercial Start Date shall be extended by any period of delay primarily attributable to a Customer Delay Event, an event of Force Majeure, or in accordance with Clause 9.2(k).
|
(b)
|
The Parties shall use all reasonable endeavours to procure that as soon as reasonably practicable, and in any event no later than the Commercial Start Date, all Acceptance Tests are completed in accordance with the Acceptance Test Protocol.
|
(c)
|
Where the FLNG Facility passes the Acceptance Tests on or before the Commercial Start Date, Customer shall accept that the FLNG Facility meets the Acceptance Minimum Requirements and the Parties shall execute and deliver a Certificate of Acceptance in accordance with Clause 9.4(h) below.
|
(d)
|
Where the FLNG Facility has not passed the Acceptance Tests by the Commercial Start Date (including as a result of delay or failure in delivery), Daily LDs shall be payable as provided in Clause 9.4(e) below from the Commercial Start Date until and including the date on which the Parties have executed and delivered a Certificate of Acceptance in accordance with Clause 9.4(h) below (subject to the provisions of Clause 9.4(e)).
|
(e)
|
In the event that Daily LDs are payable pursuant to Clause 9.4(d) above, Golar shall pay Customer Daily LDs at the following rates, up to a maximum aggregate total of [*****]:
|
Number of Days of delay in passing Acceptance Tests
|
Daily LDs amount and Termination Balloon Payment
|
[*****]
|
Daily LDs of [*****]
|
[*****]
|
Daily LDs of [*****]
|
[*****]
|
Daily LDs of [*****]
|
Termination Balloon Payment on termination pursuant to clause 18.1(c)(ii)
|
[*****]
|
(f)
|
In circumstances where the FLNG Facility fails any Acceptance Test, Golar shall correct any defect or nonconformity causing such failure (a “
Defect
”). Until each Defect has been remedied to a standard that permits the FLNG Facility to pass the relevant Acceptance Test, Customer shall have the right, in its Sole Opinion, to refuse to accept that the FLNG Facility meets the Acceptance Minimum Requirements under this Agreement. Any repairs, modifications or other work required to remedy any Defect pursuant to this Clause 9.4(f) shall be carried out at Golar’s cost. Golar shall keep Customer reasonably informed of the progress of the remediation of all Defects and notify Customer in writing when each Defect has been remedied to a standard that permits the FLNG Facility to pass the relevant Acceptance Test. Customer shall allow retesting immediately following notice that Golar has remedied all Defects to a standard that permits the FLNG Facility to pass the relevant Acceptance Test and is in a position to retest. Where the FLNG Facility passes the outstanding Acceptance Test(s) following retesting, as reported by Golar to Customer, Customer shall accept that the FLNG Facility meets the Acceptance Minimum Requirements and the Parties shall execute and deliver a Certificate of Acceptance in accordance with Clause 9.4(h).
|
(g)
|
Notwithstanding 9.4(f) above, Customer retains the right to accept that the FLNG Facility meets the Acceptance Minimum Requirements when an Acceptance Test has been failed. If Customer exercises such right, the Parties shall execute and deliver a Certificate of Acceptance in accordance with Clause 9.4(h) (in which event any Daily LDs otherwise payable by Golar to Customer under this Agreement shall cease to be payable from the date on which the Parties have executed and delivered a Certificate of Acceptance in accordance with Clause 9.4(h)).
|
(h)
|
The Parties shall record the date on which Customer accepts the FLNG Facility as meeting the Acceptance Minimum Requirements in a certificate of acceptance (the “
Certificate of Acceptance
”), which shall be in the form of Annex 6 and signed by or on behalf of the Customer
|
9.5
|
Termination for Extended Delay
|
9.6
|
Loading LNG Cool Down Cargo
|
(a)
|
Subject to giving notice to the Customer at least five (5) days prior to the FLNG Vessel’s arrival at the FLNG Site, Golar shall have the option either:
|
(i)
|
to load a cargo of LNG on the FLNG Vessel (the “
LNG Cool Down Cargo
”) so as to arrive cold at the FLNG Site; or
|
(ii)
|
to load the LNG Cool Down Cargo on the FLNG Vessel at the FLNG Site as soon as reasonably practicable within the Commissioning Period following tendering of Golar Notice of Readiness, provided that Golar must obtain in advance all Approvals required by Governmental Authorities to enable such operation to take place at the FLNG Site.
|
(i)
|
the expected LNG quality of the LNG Cool Down Cargo;
|
(ii)
|
a non-binding estimate of the quantity of the LNG Cool Down Cargo and the Heel LNG Quantity; and
|
(iii)
|
if applicable, the status of obtaining all required Approvals for the loading of the LNG Cool Down Cargo onto the FLNG Vessel at the FLNG Site (and Golar shall respond promptly to the Customer’s reasonable requests for information in connection therewith, including providing copies of any required Approvals).
|
(b)
|
The Parties shall cooperate in good faith to agree the terms on which a volume of the LNG Cool Down Cargo (the “
LNG Commissioning Heel
”), shall pass from Golar to the Customer, with the following principles to apply:-
|
(i)
|
Golar and the Customer to agree a date for transfer of title in the LNG Commissioning Heel (the “
LNG Heel Transfer Date
”).
|
(ii)
|
The quantity of LNG Commissioning Heel on board as at the LNG Heel Transfer Date (the “
Heel LNG Quantity
”) to be based on in tank measurements.
|
(iii)
|
At the end of the Term, a quantity of LNG equal to the Heel LNG Quantity shall be returned to Golar in accordance with Clause 2.1.
|
(c)
|
Any LNG delivered to the LNG Delivery Point in the Commissioning Period which contains LNG Commissioning Heel shall be subject to the provisions of Clause 11.4.
|
(d)
|
Notwithstanding any other provision of this Agreement, Golar shall be solely responsible for, and shall protect, defend, indemnify and hold harmless each Customer Indemnified Person from any and all Liabilities (save for any Consequential Loss of any Customer Indemnified Person)
|
10
|
RECEIPT OF GAS
|
10.1
|
Upstream Arrangements
|
(a)
|
The Customer shall design, build and operate production facilities (or cause the same to be done) to ensure the supply of Feed Gas to enable Golar to deliver the Base Capacity in accordance with this Agreement, no later than the Scheduled Commissioning Start Date, subject to any delay or postponement of such date in accordance with Clause 9.1(b).
|
(b)
|
The Customer shall exercise due diligence acting as a Reasonable and Prudent Operator to maintain, or procure the maintenance of, all facilities in connection with the Project which are upstream and downstream of the FLNG Facility at the FLNG Site.
|
10.2
|
Feed Gas Quality and Specification
|
10.3
|
Measurements and Testing
|
10.4
|
Off-Spec Feed Gas
|
(a)
|
General.
Any Feed Gas not conforming to the Feed Gas Specification shall be “
Off-Spec Feed Gas
”.
|
(b)
|
Notice.
Each Party shall provide notice to the other Parties as soon as reasonably practicable if it becomes aware of any existing or anticipated delivery of Off-Spec Feed Gas, such notice to include, to the extent known or ascertainable, details of the nature and expected magnitude of the variance, the cause of the non-compliance and the probable duration thereof. If notified by Customer, or if Golar otherwise becomes aware that Off-Spec Feed Gas is being or could be delivered at the Gas Receipt Point, Golar shall as soon as reasonably practicable but within forty-eight (48) hours (i) inform Customer whether it intends to reject any such Off-Spec Feed Gas (or any further delivery if Off-Spec Feed Gas has already been received at the Gas Receipt Point) (but shall if so requested by the Customer use its reasonable endeavours to accept such Off-Spec feed Gas) and (ii) if Golar intends to accept any such Off-Spec Feed Gas, Golar shall inform Customer of Golar’s good-faith estimate of the reasonable and actual incremental costs and other Liabilities that Golar or any of Golar’s Affiliates may incur in connection with receiving and treating Off-Spec Feed Gas by such means as are appropriate. As soon as practicable after receiving an estimate in accordance with (ii) above, Customer shall instruct Golar either (1) to proceed to accept such Off-Spec Feed Gas or (2) to reject such Off-Spec Feed Gas. Golar shall reject any Off-Spec Feed Gas which it is instructed to reject by Customer.
|
(c)
|
Effect.
Without prejudice to any other rights and remedies of Golar hereunder, subject to Clause 10.4(b), Golar shall have the right (but not the obligation) to reject delivery of any or all Off-Spec Feed Gas.
|
(d)
|
No Continuing Waiver.
Acceptance of Off-Spec Feed Gas shall not prevent Golar from refusing future receipts of Off-Spec Feed Gas. No waiver by Golar of any default by Customer of the Feed Gas Specification in this Clause 10 shall ever operate as a continuing waiver of such Feed Gas specification or as a waiver of any subsequent default, whether of a like or different character.
|
(e)
|
Delivery of Off-Spec Feed Gas.
If Golar receives delivery of Off-Spec Feed Gas for the Customer’s account which it would otherwise be entitled to reject, (including, for the avoidance of doubt, where Golar accepts Off-Spec Feed Gas at the request of the Customer) Customer shall bear the financial responsibility for all reasonable and actual incremental costs and other Liabilities incurred by Golar or any of Golar’s Affiliates in connection with receiving and treating such Off-Spec Feed Gas by such means as are appropriate, with Golar using reasonable efforts to minimise such costs and Liabilities.
|
(f)
|
Sole and Exclusive Remedy.
The remedy set out in Clause 10.4(e) shall be Golar’s Sole and Exclusive Remedy for delivery of Off-Spec Feed Gas for the Customer’s account.
|
11
|
DELIVERY OF LNG
|
11.1
|
LNG Delivery Point
|
11.2
|
LNG Quality and Specification
|
11.3
|
Measurements and Testing
|
11.4
|
Off-Spec LNG
|
(a)
|
General.
Any LNG delivered to the LNG Delivery Point in relation to the Services that does not conform to the LNG Specification shall be “
Off-Spec LNG
”.
|
(b)
|
Notice.
Each Party shall provide notice, as soon as reasonably practicable, to the other Parties if it has information reasonably indicating that any Off-Spec LNG is to be loaded, is being loaded, or has been loaded, onto an LNG Vessel; such notice to include, to the extent known or ascertainable, details of the nature and expected magnitude of the variance from the specifications, the cause of such non-compliance and the probable duration of such variance.
|
(c)
|
Effect.
Without prejudice to any other rights and remedies of Customer hereunder, subject to Clauses 11.4(d) and 11.4(f), Customer shall have the right (but not the obligation) to reject delivery of any or all Off-Spec LNG.
|
(d)
|
Reasonable Efforts to Accept.
The Customer shall use reasonable efforts to accept any Off-Spec LNG to be loaded onto an LNG Vessel where:
|
(e)
|
No Continuing Waiver.
Acceptance of Off-Spec LNG shall not prevent Customer from refusing future receipts of Off-Spec LNG. No waiver by Customer of any default by Golar of the LNG Specification in this Clause 11 shall ever operate as a continuing waiver of such LNG Specification or as a waiver of any subsequent default, whether of a like or different character.
|
(f)
|
Rejection; Suspension of Loading.
Without limitation to Clause 11.4(h):
|
(i)
|
if a notice under Clause 11.4(b) of Off-Spec LNG occurs before commencement of loading of the LNG Vessel, Customer shall notify Golar as soon as reasonably practicable (but in no event later than forty-eight (48) hours after receiving such notice, failing which Customer shall be deemed to have rejected delivery of the Off-Spec LNG) whether Customer will, after using its reasonable efforts in accordance with Clause 11.4(d)(i), either: (x) take delivery of the Off-Spec LNG; or (y) reject delivery of the Off-Spec LNG; and
|
(ii)
|
if a notice under Clause 11.4(b) of Off-Spec LNG occurs after commencement of LNG loading but before Completion of Loading, Golar shall immediately suspend loading after Golar becomes aware thereof or receives such notice from Customer, as the case may be, and Customer shall notify Golar as soon as reasonably practicable thereafter (but in no event later than forty-eight (48) hours after suspension of loading, failing which Customer shall be deemed to have rejected further delivery of the Off-Spec LNG, the loading of the Off-Spec LNG shall be discontinued and, if possible, the Off-Spec LNG shall be unloaded) whether Customer will, after using reasonable efforts in accordance with Clause 11.4(d)(ii), either: (x) take further delivery of the Off-Spec LNG and complete loading; or (y) not take further delivery of the Off-Spec LNG, discontinue loading the Off-Spec LNG and, if possible, unload the Off-Spec LNG.
|
(g)
|
Effect of Rejection of Off-Spec LNG.
|
(i)
|
If, despite using reasonable efforts to do so in accordance with Clause 11.4(d), Customer does not take delivery of Off-Spec LNG or otherwise rejects Off-Spec LNG in accordance with Clause 11.4(f), any undelivered quantities (including any quantities unloaded from the receiving LNG Vessel and returned to the FLNG Vessel) shall be considered as not made available due to Services Unavailability, and will not be deemed as a Failure to Lift. Title to and risk of loss in such undelivered quantities of Off-Spec LNG remaining onboard the FLNG Vessel shall pass to Golar on receipt of Customer’s notification of rejection (or on deemed notification of rejection) in accordance with Clause 11.4(f)(i). Title to, possession and control of and risk of loss in any quantities of Off-Spec LNG that are to be unloaded from an LNG Vessel shall pass to Golar on completion of such unloading. At its own cost Golar shall comply with any reasonable request from Customer or the Master of the receiving LNG Vessel to facilitate any such unloading from an LNG Vessel. For the avoidance of doubt, Golar shall be solely responsible for dealing with any Off-Spec LNG to which it takes title pursuant to this sub-clause (i), including any and all costs, expenses and other Liabilities incurred by Golar in connection with offloading, disposing and/or otherwise dealing with such Off-Spec LNG (including for the avoidance of doubt all costs and expenses in connection with additional unloading and storage arrangements for any quantities of Off-Spec LNG unloaded from the receiving LNG Vessel) and Golar shall hold Customer harmless in respect of any such costs, expenses and other Liabilities.
|
(ii)
|
Notwithstanding the foregoing, if such Off-Spec LNG is due to delivery of Off-Spec Feed Gas by or on behalf of Customer or due to ageing of the LNG on board the FLNG Vessel (where such ageing is primarily attributable to the fault or negligence of the Customer), then such quantities (including any unloaded Off-Spec LNG) shall not constitute a Services Unavailability and title shall not pass to Golar pursuant to sub-clause (i) above. In such circumstances, the Parties shall cooperate in good faith regarding arrangements for removal and/or disposal of such Off-Spec LNG quantities rejected by Customer, provided always that Customer shall be solely responsible for and shall hold Golar harmless in respect of any and all costs, expenses and other Liabilities in connection with offloading, disposing and/or otherwise dealing with such Off-Spec LNG following rejection of same by Customer, including for the avoidance of doubt all costs and expenses in connection
|
(h)
|
Adjustments to Allowed Laytime.
Customer agrees that Golar will make an appropriate adjustment to the Allowed Laytime to accommodate the time taken by Customer to provide its response in accordance with Clause 11.4(f)(i) or 11.4(f)(ii).
|
(i)
|
Reimbursement of Costs for Off-Spec LNG.
|
(i)
|
If Customer receives Off-Spec LNG which it would otherwise be entitled to reject (including, for the avoidance of doubt, any Off-Spec LNG which cannot be offloaded from an LNG Vessel following Customer’s notification (or deemed notification) of rejection in accordance with Clause 11.4(f)(ii)), Golar shall bear the financial responsibility for all reasonable and actual incremental costs and other Liabilities incurred by Customer in connection with receiving and treating Off-Spec LNG by such means as are appropriate, with Customer using reasonable efforts to minimise such costs and Liabilities provided that Golar’s aggregate liability under this sub-paragraph (i) during the Term shall not exceed [*****] per MMBTU multiplied by the volume of the Off-Spec LNG, Regardless of Cause; and
|
(ii)
|
Notwithstanding sub-paragraph (i), no indemnity and/or reimbursement shall be due in respect of Off-Spec LNG that is due to delivery of Off-Spec Feed Gas by or on behalf of Customer or due to ageing of the LNG on board the FLNG Vessel, where such ageing is primarily attributable to the fault or negligence of Customer.
|
(j)
|
Sole and Exclusive Remedy.
[*****].
|
12
|
SCHEDULING
|
12.1
|
Scheduling Principles
|
(a)
|
the Expected Lifting Quantity for each Lifting shall be not more than [*****] Cubic Metres;
|
(b)
|
based upon the Customer’s Proposed Lifting Programme, and assuming Retainage of no greater than the Operations Retainage Limit for the Expected Lifting Quantity, the Annual Feed Gas Schedule or the relevant Firm Feed Gas Schedule, as applicable, shall be issued by Golar;
|
(c)
|
Scheduled Arrival Windows and Allowed Laytimes for the Customer will be scheduled on a reasonably rateable basis throughout the Contract Year (excluding any periods of Scheduled Downtime to or modification of the FLNG Facility as permitted under Clause 8.5), and with a period between the end of a Scheduled Arrival Window and the start of the following Scheduled Arrival Window of at least [*****] days);
|
(d)
|
sufficient Scheduled Arrival Windows will be made available to permit the Customer to Lift the Base Capacity for the Contract Year utilising the LNG Vessels proposed by the Customer, subject to rounding up or rounding down the Base Capacity so as to schedule the last Lifting of a Contract Year in a Full Cargo Lot;
|
(e)
|
the Parties’ issuance of the Lifting Programme shall be determined, inter alia, by the capacity of the FLNG Facility;
|
(f)
|
neither Party shall be obligated to accommodate a request which may violate any Approval or result in the shutdown of the FLNG Facility; and
|
(g)
|
such other principles as the Parties agree are appropriate, acting as a Reasonable and Prudent Operators and which are included in the Commercial Operations Manual pursuant to Clause 4.2(a).
|
12.2
|
Lifting Programme and Annual Feed Gas Schedule
|
(a)
|
Golar Forecast.
No later than [*****] days prior to the first day of each Contract Year, Golar shall issue to the Customer a non-binding written forecast of Scheduled Downtime for such Contract Year. Golar shall consult with Customer in scheduling downtime for maintenance and act as a Reasonable and Prudent Operator to accommodate the requests of Customer in respect thereto, including using reasonable endeavours not to plan maintenance during the months of January, February, June, July, August and December. No later than [*****] days prior to the first day of each Contract Year, Golar shall issue to the Customer a good faith written estimate of the available LNG production capacity of the FLNG Facility each day during such Contract Year (expressed in cubic metres of LNG and MMBtu), together with an updated non-binding written forecast of Scheduled Downtime for such Contract Year.
|
(b)
|
Customer’s Proposed Lifting Programme.
According to the Scheduling Principles and no later than [*****] days prior to the beginning of each Contract Year, the Customer shall submit in writing to Golar a proposal (“
Customer’s Proposed Lifting Programme
”) which includes the following:
|
(c)
|
Preliminary Lifting Programme and Preliminary Annual Feed Gas Schedule.
Golar shall take into consideration the Customer’s Proposed Lifting Programme and shall no later than [*****] days prior to the beginning of each Contract Year, issue to the Customer Golar’s preliminary Lifting Programme for such Contract Year (the “
Preliminary Lifting Programme
”) showing all Liftings for the Customer and any open lifting windows, along with a preliminary Feed Gas schedule for such Contract Year (the “
Preliminary Annual Feed Gas Schedule
”) determined in accordance with Clause 12.3(b) and taking into account Golar’s current forecast of when Scheduled Downtime will occur in the relevant Contract Year. In preparing the Preliminary Lifting Programme, Golar shall act as a Reasonable and Prudent Operator to accommodate the Customer’s Proposed Lifting Programme, including the Customer’s proposed Expected Lifting Quantity for each Lifting.
|
(d)
|
Issuance of Lifting Programme and Annual Feed Gas Schedule.
No later than [*****] days prior to the beginning of each Contract Year, the Parties shall issue the Lifting Programme and the Annual Feed Gas Schedule for such Contract Year, each of which shall incorporate any revisions to the Preliminary Lifting Programme and the Preliminary Annual Feed Gas Schedule made pursuant to Clause 12.2(c) and/or the Scheduling Principles.
|
(e)
|
Initial Contract Year.
For the initial Contract Year, development of the Lifting Programme shall be conducted pursuant to the provisions of this Clause 12.2, provided that:
|
(i)
|
Golar shall provide the information required by Clause 12.2(a), Customer shall provide the Customer’s Proposed Lifting Programme and the Parties shall use their reasonable endeavours to discuss in good faith the setting of a Preliminary Lifting Programme and Preliminary Feed Gas Schedule during the period which is reasonably anticipated by Golar to be not less than [*****] days prior to the expected Acceptance Date;
|
(ii)
|
where the Parties agree such Preliminary Lifting Programme pursuant to sub-paragraph (i) above, they shall use their reasonable endeavours to agree and determine the Lifting Programme for such first Contract year as soon as reasonably practicable after the Scheduling Time commences pursuant to sub-paragraph (iii) below;
|
(iii)
|
the Scheduling Time for such Lifting Programme shall begin on the day after the earlier of: (i) the day after the Acceptance Date and (ii) [*****] and end no later than [*****] days thereafter;
|
(iv)
|
Golar shall update the information required by Clause 12.2(a) within [*****] Business Days following commencement of the Scheduling Time;
|
(v)
|
the Customer shall update the Customer’s Proposed Lifting Programme within [*****] Business Days following commencement of the Scheduling Time;
|
(vi)
|
Golar shall update the Preliminary Lifting Programme within [*****] Business Days following commencement of the Scheduling Time; and
|
(vii)
|
the Parties shall update the Lifting Programme within [*****] days following commencement of the Scheduling Time.
|
12.3
|
Rolling Schedule
|
(a)
|
Monthly Update.
No later than [*****] days prior to the first day of each month, the Parties shall issue an updated Lifting Programme (the “
Monthly Update
”) for the [*****] days beginning on the first day of such month (the “[*****]
-Day Period
”). The Monthly Update shall consist of:
|
(i)
|
a firm schedule of all Liftings in such [*****]-Day Period (the “[*****]
-Day Schedule
”), reflecting the Lifting Programme and any revisions made thereto pursuant to Clause 12.4 (which shall supersede the provisions of the applicable Lifting Programme and any previous [*****]-Day Schedule for the days specified in such [*****]-Day Schedule);
|
(ii)
|
any updates on the expected availability of Services (including Scheduled Downtime and Unscheduled Downtime) and any additional excess quantity projected to be available; and
|
(iii)
|
such additional information as the Parties may agree.
|
(b)
|
Firm Feed Gas Schedule.
Along with each Monthly Update, Golar shall issue to the Customer a firm schedule of the Feed Gas quantity to be delivered by or on behalf of the Customer to the
|
(i)
|
the Feed Gas quantity for each Day in the first month of the [*****]-Day Period constitutes the quantity that the Customer shall deliver, or cause to be delivered, to Golar rateably over such Day (as may be further adjusted pursuant to Clause 12.6, the “
Daily Feed Gas Quantity
”); and
|
(ii)
|
the Feed Gas quantity specified in the Firm Feed Gas Schedule for each Day in the remainder of the [*****]-Day Period is provided for planning purposes only.
|
12.4
|
Modifications to the Lifting Programme
|
(a)
|
Modifications by Agreement.
Subject to Clause 12.5, the Customer may propose reasonable changes to the Lifting Programme, including revision of an Expected Lifting Quantity, rescheduling or cancellation of a Lifting, [*****], provided that Golar:
|
(i)
|
may condition its agreement to any change on appropriate adjustments to the Daily Feed Gas Quantity for one or more Days prior to the applicable Scheduled Arrival Window to fully accommodate such change, and shall not be obligated to approve any request for which corresponding adjustments to the Daily Feed Gas Quantity are not possible;
|
(ii)
|
shall not be obligated to accommodate a request which does not comply with the Scheduling Principles;
|
(iii)
|
shall not be obligated to accommodate a request which may violate any Approval;
|
(iv)
|
shall have the right to reject any request from Customer which may require Golar to shut down or reduce production at the FLNG Facility; and
|
(b)
|
Additional Rights of Golar.
Notwithstanding the foregoing provisions, Golar shall have the right at any time to modify the Lifting Programme pursuant to Clause 13.3(c) (but without prejudice to any liability that may arise with respect thereto pursuant to this Agreement).
|
(c)
|
Additional Rights of Customer.
Notwithstanding the foregoing provisions, Customer shall have the right at any time to modify the Lifting Programme pursuant to Clauses 8.5(a), 8.5(b) or 8.5(d) (but without prejudice to any liability that may arise with respect thereto pursuant to this Agreement).
|
12.5
|
Imbalances
|
(a)
|
Creation of an Imbalance.
If, as a result of (i) a request by the Customer pursuant to Clause 12.4(a) or (ii) a Failure to Lift, there is a modification to the Lifting Programme such that the Customer does not Lift the Expected Lifting Quantity as originally stated in the Monthly Update for a particular month, the difference between (1) the amount of LNG actually Lifted and (2) the Expected Lifting Quantity in the Monthly Update, shall be recorded as an imbalance (expressed in MMBTUs) in Customer’s Inventory Account (an “
Imbalance
”).
|
(b)
|
Elimination of Imbalance.
Upon the occurrence of an Imbalance, Golar shall send the Customer a notice informing the Customer of the amount of such Imbalance (the “
Notice of Imbalance
”). The Customer shall eliminate its Imbalance position as soon as reasonably practicable and in any event by the end of the [*****] month following the month in which the Notice of Imbalance is received. Subject to available LNG Storage Capacity and operational constraints, the Customer may request to eliminate the prior month’s Imbalance through a further modification to the Lifting Programme pursuant to Clause 12.4 or adjustments of the Daily Feed Gas Quantity pursuant to Clause 12.6, as applicable, for the following month.
|
12.6
|
Adjustments to Daily Feed Gas Quantity
|
(a)
|
a change in quantity requested by one Party and approved by the other Party, such approval not to be unreasonably withheld so long as such change will not require the other Party to incur any material additional costs; and
|
(b)
|
pursuant to Clauses 12.5(b) and 13.3(c).
|
12.7
|
Scheduling Representative
|
12.8
|
Communications
|
13
|
INTERRUPTION TO SERVICES
|
13.1
|
Scheduled Curtailment or Temporary Discontinuation of Services
|
13.2
|
Unscheduled Curtailment or Temporary Discontinuation of Services
|
13.3
|
Services Unavailability
|
(a)
|
Defined.
If Golar fails to make the Expected Lifting Quantity (or any part thereof) available for any Lifting in accordance with the Lifting Programme for any reason, and such failure is not primarily attributable to a Customer Delay Event, a request for purging and cool down operations or cool down only operations pursuant to Clause 15.9, or an event of Force Majeure, then such failure constitutes a “
Services Unavailability
” without regard to whether Golar gives Customer notice thereof, provided that no Services Unavailability shall be deemed to occur if the quantity of LNG actually delivered in a Lifting is at least [*****].
|
(b)
|
Notice.
Golar shall give Customer notice of a Services Unavailability, or an expected Services Unavailability as soon as reasonably practicable. If requested by Customer, Golar shall hold a meeting with Customer to sufficiently explain the cause of any Services Unavailability and discuss measures Golar is taking to mitigate such Services Unavailability. Such meeting shall be held in Douala or any alternative location that is mutually agreeable to the Parties.
|
(c)
|
Actions Available to Address Services Unavailability.
To address the expected effects of any Services Unavailability, Golar may, subject to the final paragraph of this Clause 13.3(c), take one or more of the following actions (not necessarily in the following priority of order):
|
(i)
|
require Customer to reduce deliveries of Feed Gas at the Gas Receipt Point or, in the absence of such reduction, reject deliveries of Feed Gas at the Gas Receipt Point; and/or
|
(ii)
|
any such other actions as a Reasonable and Prudent Operator would take under such circumstances, including actions which are aimed at maintaining operational integrity of the FLNG Facility.
|
(d)
|
Consequences of Services Unavailability.
|
(i)
|
If Golar delivers to the Customer, in a calendar month, less than [*****] of the lesser of (a) the Monthly Base Capacity or (b) the quantity of LNG actually required by Customer to be delivered (the lesser of the Monthly Base Capacity or actual required quantity in a calendar month being the “
RMQ
”), and such failure is primarily attributable to Services Unavailability, then, subject to Clauses 13.3(ii), (iii) and (iv) below, the Customer shall be entitled to make a deduction from the Tolling Fee for the applicable calendar month which is [*****].
|
(ii)
|
Within thirty (30) days of the end of each Contract Year, there shall be a reconciliation undertaken to calculate the extent to which Services Unavailability over the Contract Year resulted in a shortfall against the aggregated Customer’s RMQs over a Contract Year (the “
Contract Year Reconciliation
”), and a balancing amount shall be due from Golar to the Customer, or from the Customer to Golar, as the case may be, and shall be invoiced in accordance with Clause 6.2.
|
(iii)
|
If the aggregate delivered quantity of all Liftings (or part thereof) in a calendar month or over a Contract Year is equal to or greater than [*****] of the RMQ or ARQ for that calendar month or Contract Year respectively, no deduction shall be made against the Tolling Fee in respect of the relevant calendar month or the Contract Year, as the case may be.
|
(iv)
|
If the aggregate delivered quantity of all Liftings (or part thereof) in a calendar month or over a Contract Year is below [*****] of the RMQ or ARQ for that calendar month or Contract Year respectively, no Tolling Fee shall be paid by the Customer in respect of the relevant calendar month or the Contract Year, as the case may be.
|
(v)
|
[*****]
|
(vi)
|
[*****].
|
(vii)
|
A termination fee shall be payable by Golar to the Customer in the event of termination pursuant to Clause 18.1(c)(iv) below for substantial and prolonged Service Unavailability [*****], in accordance with Clause 18.2(a). For the avoidance of doubt, in the event that the Customer is entitled to terminate under both Clause 18.1(c)(iv)(a) and Clause 18.1(c)(iv)(b) only one termination fee is payable, pursuant to Clause 18.2(a).
|
(viii)
|
Save in respect of termination pursuant to Clause 18.1(c)(iv) and the termination fee payable by Golar to the Customer pursuant to Clause 18.2(a), the remedies set out in Clause 13.3(d)(i), Clause 13.3(d)(iii), Clause 13.3(d)(iv) and Clause 13.3(d)(v) shall be the Customer’s Sole and Exclusive Remedy for Services Unavailability
|
(ix)
|
For the avoidance of doubt, in the event that any Lifting scheduled in the Lifting Programme for a relevant calendar month occurs (wholly or partially) in the subsequent calendar month (a “
Late Lifting
”), and such Late Lifting is not primarily attributable to a Services Unavailability, then such Late Lifting shall count towards the quantity of LNG delivered to the Customer in the relevant calendar month, and shall not result in a deduction from the Tolling Fee for the relevant calendar month.
|
(e)
|
[*****]
|
13.4
|
Failure to Deliver Feed Gas
|
13.5
|
Failure to Lift
|
(a)
|
Defined.
If the Customer fails to Lift the Expected Lifting Quantity of any Lifting (or part thereof) in accordance with the Lifting Programme and such failure is not due to Services Unavailability or Force Majeure, then such failure constitutes a “
Failure to Lift
”. The Customer shall be deemed to have failed to Lift the Expected Lifting Quantity if (i) the Customer notifies Golar of a Failure to Lift or expected Failure to Lift pursuant to Clause 13.5(b) or (ii) Golar cancels or terminates a Lifting pursuant to Clause 13.5(d)).
|
(b)
|
Notice.
The Customer shall give Golar notice as soon as reasonably practicable of a Failure to Lift or an expected Failure to Lift.
|
(c)
|
Effects.
In the event of a Failure to Lift the Customer shall pay the Tolling Fee for the relevant month as though the Failure to Lift had not occurred.
|
(d)
|
[*****]
|
14
|
INVENTORY MANAGEMENT
|
14.1
|
Inventory Management Principles
|
14.2
|
Customer’s Inventory Account
|
(a)
|
Golar shall maintain for the Customer a current inventory account (expressed in MMBTUs) (“
Inventory Account
”) for the purpose of balancing (i) the amount of Feed Gas delivered at the Gas Receipt Point for the account of the Customer; (ii) the amount of LNG Lifted at the LNG Delivery Point for the account of the Customer; (iii) Retainage; (iv) return Gas from an LNG Vessel to the FLNG Facility (with measurement to be supplied by the Customer), in each case without double counting; and (v) any quantities of rejected Off-Spec LNG to which Golar takes title pursuant to Clause 11.4(g); and
|
(b)
|
Golar shall provide the Customer with a daily report on aggregate LNG and Gas inventory levels at the FLNG Facility and on the Customer’s Inventory Account.
|
14.3
|
Title, Custody and Risk of Loss
|
(a)
|
Title to the Customer’s Inventory.
Save in respect of (i) the Heel LNG Quantity and any Customer’s Inventory (excluding the Heel LNG Quantity) remaining on board at expiry of the Term, which shall pass to Golar in accordance with Clause 2.1, and (ii) any quantities of rejected Off-Spec LNG to which Golar takes title pursuant to Clause 11.4(g), title to the Customer’s Inventory will not transfer to Golar or Golar Cam during periods when it is in the possession and control of Golar (including while held in storage at the FLNG Facility), and, subject to Clause 5.2, neither Golar nor Golar Cam shall at any time whatsoever suffer, permit or cause Golar, Golar Cam, any Lender or any other legal or natural person to create or acquire any rights, title or interest in, or Encumbrance or any other right or interest whatsoever, in or over the Customer’s Inventory or any part thereof.
|
(b)
|
Possession, Risk of Loss and Control.
Possession, risk of loss and control of the Customer’s Feed Gas shall pass from the Customer to Golar upon delivery of same at the Gas Receipt Point. Save in respect of any quantities of rejected Off-Spec LNG to which Golar takes title in accordance with Clause 11.4(g), possession, risk of loss and control of the Customer’s Inventory shall pass from Golar to the Customer upon proper delivery of same at the LNG Delivery Point.
|
14.4
|
No Encumbrance
|
(a)
|
Customer’s Covenants.
The Customer warrants to Golar that the Customer has title to all Feed Gas delivered to the Gas Receipt Point for Customer’s account. The Customer covenants that the Customer’s Inventory shall remain free of all encumbrances therefor, and that no circumstances will exist which could give rise to any encumbrances relating thereto other than those that may be caused by acts or omissions of any Golar Indemnified Person. The Customer agrees to fully defend, indemnify and hold Golar and its Affiliates harmless against all Encumbrances regarding the Customer’s Inventory, except to the extent that any Encumbrances are caused by acts or omissions of Golar.
|
(b)
|
Golar’s Covenants.
Golar and Golar Cam warrant to the Customer that they will deliver to the Customer, at the LNG Delivery Point, the Customer’s Inventory free from all Encumbrances
|
(c)
|
Each warranty and covenant in Clause 14.4(b) is subject to the provisions of Clause 5.2.
|
14.5
|
Annual Statement
|
(a)
|
the total quantity of Feed Gas received from the Customer during such Contract Year;
|
(b)
|
the total quantity of LNG Lifted by the Customer during such Contract Year;
|
(c)
|
Retainage during such Contract Year;
|
(d)
|
the total quantity of return Gas from LNG Vessels to the FLNG Facility during such Contract Year (with measurement to be supplied by the Customer);
|
(e)
|
the total quantity of Off-Spec LNG (if any) to which Golar has taken title pursuant to Clause 11.4(g); and
|
(f)
|
the end of Contract Year balance of the Customer’s Inventory Account.
|
15
|
LNG LOADING AND TRANSPORTATION
|
15.1
|
General
|
(a)
|
Downstream Arrangements.
Subject to the terms and conditions of this Agreement, the Customer shall be responsible for Lifting of all LNG made available for lifting by Golar hereunder in accordance with each Lifting Programme and shall cause LNG Vessels to be provided for the transportation of all such LNG. The Customer shall be responsible for the marketing or other disposition of all LNG hereunder and all contractual and other arrangements relating to the Lifting, marketing or other disposition of LNG lifted or to be lifted from the FLNG Facility.
|
(b)
|
LNG Vessel Capacity.
At the commencement of loading at the FLNG Facility, each LNG Vessel shall have sufficient empty LNG cargo containment capacity to Lift the Expected Lifting Quantity scheduled for such Lifting. Any inability to Lift the Expected Lifting Quantity as a result of insufficient LNG cargo containment capacity shall be deemed a Failure to Lift but shall not constitute grounds for rejection of the LNG Vessel by Golar. Regardless of the LNG cargo containment capacity of the LNG Vessel, in no event shall Golar have any obligation to permit the Lifting of more than the Expected Lifting Quantity.
|
(c)
|
Fireboats, Tugs, Escort Vessels, Security Vessels and Port Charges.
The Customer shall arrange for, or cause the appropriate Person to arrange for, such number and types of fireboats, tugs, escort vessels and security vessels as are required by Governmental Authorities in Cameroon and the Marine Operations Manual to attend the LNG Vessel so as to permit safe and efficient movement of the LNG Vessel within the maritime safety areas located in the approaches to and from the FLNG Facility and to permit safe and efficient berthing of the LNG Vessel at the FLNG Facility. The Customer shall pay, or cause to be paid, all Port Charges directly to the appropriate Person. If Customer or Transporter fails to pay Port Charges when
|
(d)
|
[*****]
|
15.2
|
LNG Vessels
|
(a)
|
Customer to Cause LNG Vessels to Comply.
The Customer shall cause each LNG Vessel to comply with the requirements of this Clause 15 in all material respects. Golar acknowledges that the LNG Vessels listed in Annex 8 have been identified by the Customer as LNG Vessels intended for Customer’s use for the transportation of LNG under this Agreement.
|
(b)
|
Approvals and Documentation.
Each LNG Vessel shall comply with the regulations of, and obtain all Approvals required by, Governmental Authorities to enable such LNG Vessel to enter, leave and carry out all operations at the FLNG Facility. Each LNG Vessel shall at all times have on board valid documentation evidencing all such Approvals. Each LNG Vessel shall comply fully with the applicable provisions of the International Safety Management Code for the Safe Operation of Ships and Pollution Prevention effective 1 July 1998 (the “
ISM Code
”), and at all times be in possession of a valid safety management certificate issued in accordance with the ISM Code.
|
(c)
|
Compatibility with FLNG Facility.
|
(i)
|
Except as otherwise agreed in writing by the Parties, each LNG Vessel shall be compatible with the FLNG Facility in all material respects.
|
(ii)
|
In the event an LNG Vessel meets the requirements under sub-paragraph 15.2(c)(i) above, but a Governmental Authority or Pilot prohibits or otherwise hinders the utilisation of such LNG Vessel, the Customer’s obligations under this Agreement shall not be excused or suspended by reason of the Customer’s inability (pursuant to the foregoing) to use such a vessel as an LNG Vessel.
|
(d)
|
Condition of the LNG Vessel.
Each LNG Vessel, including its manifold arrangement, shall be in compliance with the Marine Operations Manual and International LNG Vessel Standards. The location of the loading manifold shall allow a safe margin for movement of the arms within the operating envelope. Each LNG Vessel shall be (i) fitted in every way for the loading, unloading, handling and carrying of LNG in bulk and (ii) tight, staunch, strong and otherwise seaworthy with cargo handling and storage systems (including instrumentation) necessary for the loading, unloading, handling, carrying and measuring of LNG in good order and condition.
|
(e)
|
Adequate Facilities.
Each LNG Vessel shall be equipped with adequate facilities for mooring, unmooring and handling cargo consistent with the recommendations of OCIMF and SIGTTO.
|
(f)
|
Compression of Boil-Off Gas.
Each LNG Vessel shall compress boil-off gas to the extent required to maintain the Gas pressure in its tanks as well as any vapour return lines within allowable operating limits during loading.
|
(g)
|
SIRE.
Unless otherwise agreed by Golar, each LNG Vessel shall have a valid and current (not older than twelve (12) months) Vessel Inspection Report (VIR) and an accurate updated Harmonised Vessel Particulars Questionnaire (HVPQ) on file and available for download from the OCIMF Ship Inspection Report Programme (SIRE) database. Such VIR shall demonstrate that there are no material deficiencies in the safety or operability of such LNG Vessel.
|
(h)
|
Classification Society.
Each LNG Vessel shall at all times be maintained in class with a classification society being a member of the International Association of Classification Societies.
|
(i)
|
Construction.
Each LNG Vessel shall have been constructed to all applicable International LNG Vessel Standards (including the International Code For the Construction and Equipment of Ships Carrying Liquefied Gases in Bulk).
|
(j)
|
Operation and Maintenance.
Each LNG Vessel shall comply with, and shall be fully equipped, supplied and maintained to comply with, all applicable International LNG Vessel Standards. Unless approved by Golar in writing, an LNG Vessel shall be prohibited from engaging in any maintenance, repair or in-water surveys while berthed at the FLNG Facility.
|
(k)
|
ISPS Code.
Each LNG Vessel shall hold a valid International Ship Security Certificate. The Customer shall ensure that each Transporter complies with the guidelines contained in its Ship Security Plan as defined in the ISPS Code to ensure that the appropriate security level is maintained at all times on board the LNG Vessel.
|
(l)
|
Crew.
The officers and crew of each LNG Vessel shall have the ability, experience, licences and training commensurate with the performance of their duties in accordance with internationally accepted standards as adopted on first-class LNG vessels and as required by Governmental Authorities and any labour organisation having jurisdiction over the LNG Vessel or her crew. Without in any way limiting the foregoing:
|
(i)
|
all shipboard personnel shall hold valid certificates of competence in accordance with the requirements of the law of the flag state of the LNG Vessel and any applicable requirements of Cameroon laws;
|
(ii)
|
the senior officers, including the Master, chief officer, chief engineer, chief mate and cargo engineer (and such other officers of the LNG Vessel having responsibilities associated with the preparation of the LNG Vessel for loading), shall be trained and certified to a standard customary for an operator of a first-class LNG vessel of the type and tonnage of the LNG Vessel and in compliance with the International Convention on Standards of Training, Certification and Watchkeeping for Seafarers, 1995 and SIGTTO publication “
Crew Safety Standards and Training for Large LNG Carriers
”;
|
(iii)
|
the Master of each LNG Vessel shall have documented previous experience with side-by-side LNG operations (in the capacity of being the Master of an LNG vessel) and have undergone simulator training relevant for this FLNG Facility.
|
(iv)
|
the Master, chief officer, chief engineer, all cargo engineers, and all deck officers shall be fluent in written and oral English and shall maintain all records and provide all reports with respect to the LNG Vessel in English, and there shall otherwise be on board sufficient personnel with a good working knowledge of the English language to enable cargo handling and loading to be carried out efficiently and safely and to enable communications between the LNG Vessel and those Persons engaged in loading the LNG Vessel to be carried out quickly and efficiently; and
|
(v)
|
none of the LNG Vessel’s Master, officers or crew shall, while serving on the LNG Vessel, abuse the use of drugs or alcohol, and Transporter shall maintain a written policy to such effect, such policy to meet or exceed the standards of the Oil Companies International Marine Forum’s Guidelines for the Control of Drugs and Alcohol Aboard Ship, 1995, as amended from time to time. If any Master, officer or crew member abuses the use of drugs or alcohol, such individual shall be dismissed from service on the LNG Vessel.
|
(m)
|
Communications.
Each LNG Vessel shall have communication equipment complying with applicable regulations of Governmental Authorities and permitting such LNG Vessel to be in constant communication with the FLNG Facility and with other vessels in the area (including
|
(n)
|
Pumping Rate; Back Pressure.
Each LNG Vessel shall be designed, equipped and manned so as to safely and reliably accept loading of a full cargo at a steady pumping rate of not less than [*****] Cubic Metres per hour at a normal operating pressure as defined in the Marine Operations Manual, with three loading arms, subject to the FLNG Facility being capable of receiving all return vapour from an LNG Vessel that may be generated when loading the LNG Vessel at the minimum bulk transfer rate. Time for connecting, cooling, stripping and disconnecting, and cooling of liquid arms shall not be included in the computation of the pumping rate.
|
(o)
|
Capacity
: Each LNG Vessel shall have a minimum cargo capacity of [*****] Cubic Metres.
|
15.3
|
LNG Vessel Inspections; Right to Reject LNG Vessel
|
(a)
|
Inspections.
During the Term, on prior reasonable notice to the Customer, Golar and/or Golar Cam may, at its sole risk, send its representatives (including an independent internationally recognised maritime consultant) to inspect during normal working hours any LNG Vessel which the Customer has indicated it intends to or may use to Lift cargoes at the FLNG Facility as Golar may consider necessary to ascertain whether the LNG Vessel complies with the provisions of this Agreement. Golar or Golar Cam shall bear the costs and expenses in connection with any inspection conducted hereunder. Any such inspection may include, as far as is practicable having regard to the LNG Vessel’s operational schedule, examination of the LNG Vessel’s hull, cargo and ballast tanks, machinery, boilers, auxiliaries and equipment; examination of the LNG Vessel’s deck and engine fair copy/official log books; review of records of surveys by the LNG Vessel’s classification society and relevant Governmental Authorities; and review of the LNG Vessel’s operating procedures and performance of surveys, both in port and at sea. Any inspection carried out pursuant to this Clause 15.3(a): (i) shall not interfere with, or hinder, any LNG Vessel’s safe and efficient construction or operation; and (ii) shall not entitle Golar or Golar Cam or any of its representatives to make any request or recommendation directly to Transporter except through the Customer. No inspection (or lack thereof) of an LNG Vessel hereunder shall (x) modify or amend the Customer’s obligations, representations, warranties and covenants under this Agreement or under any agreement or instrument contemplated by this Agreement or (y) constitute an acceptance or waiver by Golar of the Customer’s obligations under this Agreement.
|
(b)
|
Right to Reject LNG Vessel.
Golar shall have the right to reject any LNG Vessel if such LNG Vessel does not comply materially with the provisions of Clause 15.2, provided that:
|
(i)
|
neither the exercise nor the non-exercise of such right shall reduce the responsibility of the Customer to Golar in respect of such vessel and her operation, nor increase Golar’s responsibilities to the Customer or third parties for the same; and
|
(ii)
|
the Customer’s obligations under this Agreement shall not be excused or suspended by reason of the Customer’s inability (pursuant to the foregoing provisions of this Clause 15.3(b)) to use a vessel as an LNG Vessel.
|
15.4
|
Advance Notices Regarding LNG Vessel and Cargoes
|
(a)
|
LNG Vessel Nomination.
As soon as practicable prior to arriving at the FLNG Facility, the Customer shall notify Golar, or cause its LNG buyer to notify Golar, of the name of the LNG
|
(b)
|
LNG Vessel Movements.
With respect to each cargo of LNG to be Lifted hereunder, the Customer shall give, or cause the Master of the LNG Vessel to give, Golar notice upon the departure of the LNG Vessel from the unloading port, dry-dock, repair port or other point of departure en-route to the FLNG Facility and the following notices:
|
(i)
|
a first notice (“
First Notice
”), which shall be sent [*****] hours prior to the estimated time of arrival of the LNG Vessel at the Arrival Location (“
ETA
”). If, thereafter, such ETA changes by more than six (6) hours, the Customer shall give promptly, or cause the Master of the LNG Vessel to give promptly, to Golar, notice of the corrected ETA;
|
(ii)
|
a second notice (“
Second Notice
”), which shall be sent [*****] hours prior to the ETA set out in the First Notice (as corrected), confirming or amending such ETA. If, thereafter, such ETA changes by more than six (6) hours, the Customer shall give promptly, or cause the Master of the LNG Vessel to give promptly, to Golar, notice of the corrected ETA;
|
(iii)
|
a third notice (“
Third Notice
”), which shall be sent [*****] hours prior to the ETA set out in the Second Notice (as corrected), confirming or amending such ETA. If, thereafter, such ETA changes by more than one (1) hour, the Customer shall give promptly, or cause the Master of the LNG Vessel to give promptly, to Golar, notice of the corrected ETA;
|
(iv)
|
a final notice (“
Final Notice
”), which shall be sent by email [*****] hours prior to the LNG Vessel’s arrival at the Arrival Location; and
|
(v)
|
an NOR, which shall be given at the time prescribed in Clause 15.5 below.
|
(1)
|
a statement of tank condition, including the estimated Arrival Temperature, tank pressure and heel quantity;
|
(2)
|
any deficiencies in the LNG Vessel that may affect its operation at the FLNG Facility including any need for purging and/or cool down operations;
|
(3)
|
the arrival and expected departure draft of the LNG Vessel;
|
(4)
|
other relevant information reasonably required by Golar and specified in the Marine Operations Manual; and
|
(5)
|
the earliest possible ETA of the LNG Vessel.
|
15.5
|
Notice of Readiness
|
(a)
|
Issuance.
The Master of an LNG Vessel or its agent shall give to Golar its notice of readiness to load (berth or no berth) (“
Notice of Readiness
” or “
NOR
”) upon arrival of such LNG Vessel at Arrival Location and after all necessary clearances required for the LNG Vessel to proceed to berth have been obtained.
|
(b)
|
Effectiveness.
An NOR given under Clause 15.5(a) shall become effective as follows:
|
(i)
|
for an NOR given at any time before the start of the relevant Scheduled Arrival Window, the NOR shall be deemed effective at the earlier of [*****]; or [*****];
|
(ii)
|
for an NOR given at any time during the Scheduled Arrival Window, the NOR shall become effective [*****]; or
|
(iii)
|
without limitation to Clause 15.6(c), for an NOR given at any time after the expiration of the Scheduled Arrival Window, the NOR shall become effective [*****].
|
15.6
|
Berthing Assignment
|
(a)
|
General Rule.
Golar shall determine the berthing sequence of all LNG Vessels and other vessels at the FLNG Facility in order to ensure compliance with the Lifting Programme, with priority given to on-time LNG Vessels and other vessels and among (i) on-time LNG Vessels and other vessels in order of their respective Scheduled Arrival Windows, and (ii) LNG Vessels and other vessels that arrive after their respective Scheduled Arrival Windows on a first-come-first-served basis. Subject to Clause 15.9, if an LNG Vessel arrives not ready to load for any reason (including arriving with its tanks above the Arrival Temperature), Golar may refuse to allow it to berth.
|
(b)
|
Night-time Berthing Operations.
In no event shall Golar be obligated to allow night-time berthing operations at the FLNG Facility if Golar determines that such operations during night-time hours could pose safety or operational risks to the FLNG Facility, an LNG Vessel or another Person.
|
(c)
|
Late Arrival.
If an LNG Vessel arrives or is expected to arrive after its Scheduled Arrival Window, Golar shall act as a Reasonable and Prudent Operator to accommodate the late arrival of such LNG Vessel, including consideration of any reasonable request from the Customer to reschedule the Scheduled Arrival Window in accordance with Clause 12.4. If Golar (acting as a Reasonable and Prudent Operator) is unable to accommodate the arrival of such late LNG Vessel, Golar shall have the right to reject such LNG Vessel in accordance with Clause 13.5(d), and the late arrival shall constitute a Failure to Lift. If Golar does not exercise its right of rejection, Golar will berth the LNG Vessel at the first opportunity that Golar reasonably determines such LNG Vessel will not interfere with loading or unloading by any other scheduled vessel at the FLNG Facility, in accordance with normal shipping industry practice and priority arrangements as included in the Marine Operations Manual.
|
15.7
|
Laytime
|
(a)
|
Allowed Laytime.
The allowed laytime for each LNG Vessel (“
Allowed Laytime
”) shall be as stated in Annex 9, subject to extensions for:
|
(i)
|
reasons primarily attributable to the Customer, a Pilot, a Governmental Authority, Customer’s LNG buyer, the LNG Vessel or its Master, crew, owner or operator;
|
(ii)
|
an LNG Vessel that is directed to vacate the berth pursuant to Clause 15.11(a);
|
(iii)
|
Adverse Weather Conditions;
|
(iv)
|
Force Majeure;
|
(v)
|
night time berthing or transit restrictions in force at the FLNG Facility; and
|
(vi)
|
the time used to undertake and complete any purging and cool down operations or cool down only operations for such LNG Vessel pursuant to Clause 15.9 or for reasons primarily attributable to the Customer.
|
(b)
|
Actual Laytime.
The actual laytime for each LNG Vessel (“
Actual Laytime
”) shall commence:
|
(i)
|
if the LNG Vessel arrives at the Arrival Location and notifies NOR during the Scheduled Arrival Window, on the earlier of (1) [*****] hours after the NOR is issued; or (2) the time at which [*****];
|
(ii)
|
if the LNG Vessel arrives at the Arrival Location and tenders the NOR before the Scheduled Arrival Window, at such time as the [*****];
|
(iii)
|
if the LNG Vessel arrives at the Arrival Location and tenders the NOR after the Scheduled Arrival Window, at such time as the [*****],
|
(c)
|
Demurrage at the FLNG Facility.
|
(i)
|
In the event Actual Laytime exceeds Allowed Laytime (including any extension in accordance with Clause 15.7(a)) (“
Demurrage Event
”), Golar shall pay to the Customer, the lower of (A) demurrage per day as stated in Annex 9 (
pro rated
for any partial day) and (B) [*****], in each case solely in respect of the Demurrage Event, provided that, to the extent that demurrage is not payable to [*****] arising out of a Demurrage Event, no demurrage shall be payable hereunder.
|
(ii)
|
Subject to the proviso expressed in Clause 15.7(c)(i) above, if a Demurrage Event occurs, and provided that the Customer has provided Golar with documentary evidence that demurrage has been paid to [*****], the Customer shall invoice Golar for such demurrage pursuant to Clause 6.2 and, subject to Clause 15.7(d), such demurrage shall be the Customer’s Sole and Exclusive Remedy with respect to a Demurrage Event unless the provisions of Clause 13.3(e) apply.
|
(d)
|
Failure to Meet Arrival Temperature.
If an LNG Vessel arrives at the Arrival Location meeting the Arrival Temperature, but is delayed in berthing at the FLNG Facility or in commencement of loading due to an event occurring at the FLNG Facility and for a reason that would not result in an extension of Allowed Laytime under Clause 15.7(a), and if, as a result thereof, the LNG Vessel no longer meets the Arrival Temperature, then Golar shall act as a Reasonable and Prudent Operator to berth and provide cool down of such LNG Vessel [*****] as soon as is practicable.
|
15.8
|
Loading at the FLNG Facility
|
(a)
|
Efficiency.
Golar shall co-operate with Transporters (or their agents) and with the Master of each LNG Vessel to facilitate the continuous and efficient loading of LNG hereunder.
|
(b)
|
Vapour Return Line.
During loading or cool down operation of each cargo of LNG, Golar shall accept return Gas from the LNG Vessel to the FLNG Facility in such quantities as are necessary for the safe loading of the LNG at such rates, pressures and temperatures as may be required by the design of the LNG Vessel.
|
15.9
|
Purging and Cool Down Operations and Cool Down Only Operations
|
(a)
|
Purging and Cool Down; Cool Down Only.
The Customer may submit to Golar requests for purging and cool down operations or cool down only operations for any LNG Vessel that will be arriving at the FLNG Facility, any such requests to be submitted promptly after receiving notification from an LNG buyer that an LNG Vessel requires such operations. Golar and/or Golar Cam [*****].
|
(b)
|
LNG Quantities for Purging and Cool Down or Cool Down Only.
[*****]
|
15.10
|
Gas Onboard LNG Vessel
|
15.11
|
LNG Vessel Not Ready for Loading; Excess Berth Time
|
(a)
|
Vessel Not Ready for Loading.
If any LNG Vessel, previously believed to be ready for loading, is determined to be not ready after being berthed, and this would disrupt the operation of the FLNG Facility, Golar may direct the LNG Vessel’s Master to vacate the berth and proceed to anchorage, whether or not other LNG vessels are awaiting the berth, and the LNG Vessel shall promptly vacate the berth unless the Master determines that it would be unsafe to do so. When an unready LNG Vessel at anchorage becomes ready for loading, its Master shall so notify Golar. Such LNG Vessel may only re-berth with Golar’s consent, which consent shall not be unreasonably withheld subject to ability to load and berth availability. Upon the reberthing of any LNG Vessel previously required to vacate the berth pursuant to this Clause 15.11(a), the Customer shall be responsible for any reasonable actual incremental operating costs incurred by Golar as a result of such LNG Vessel not being ready for loading, with Golar using reasonable efforts to minimise such costs, and Golar shall invoice the Customer for such costs pursuant to Clause 6.2.
|
(b)
|
Berth Limitations.
|
(i)
|
An LNG Vessel shall complete loading and vacate the berth as soon as possible but not later than [*****] hours after completion of loading a parcel of Cargo (if not Completion of Loading) or Completion of Loading (in each case, the “
Allotted Berth Time
”), subject to extension for: (1) reasons attributable to any Golar Indemnified Person; (2) reasons attributable to a Pilot or to a Governmental Authority; (3) Adverse Weather Conditions; (4) Force Majeure; (5) night-time transit restrictions; (6) not used; and (7) the time used to undertake and complete any purging and/or cool-down operations pursuant to Clause 15.7(d) or Clause 15.9.
|
(ii)
|
For purposes of determining compliance with the Allotted Berth Time, the actual berthing time for each LNG Vessel shall commence when [*****] and shall end [*****].
|
(iii)
|
Subject to any extensions granted under Clause 15.11(b)(i), if an LNG Vessel fails to depart at the end of its Allotted Berth Time and such delay would disrupt the
|
(iv)
|
If an LNG Vessel fails to vacate the berth after expiration of its Allotted Berth Time after receipt of Golar’s notice to do so under this Clause 15.11, the Customer shall reimburse Golar, pursuant to Clause 6.2, for any and all reasonable costs incurred by Golar as a result thereof, and Golar shall not be liable for any excess Retainage caused by the failure of the LNG Vessel to vacate the berth.
|
16
|
FORCE MAJEURE
|
16.1
|
Definition
|
(a)
|
The term “
Force Majeure
” shall mean any event or circumstance or combination of events or circumstances that materially and adversely affects the performance by a Party (the “
Affected Party
”) of its obligations in accordance with the terms of this Agreement (including preventing, hindering or delaying such performance), but only if and to the extent that such events and circumstances are not within the Affected Party’s reasonable control and the effects of which the Affected Party could not have prevented by acting as a Reasonable and Prudent Operator.
|
(b)
|
Force Majeure circumstances and events shall include, but not be limited to, the following events to the extent that they or their consequences satisfy the requirements of Clause 16.1(a):
|
(i)
|
flood, lightning, named hurricane/tornado/cyclone, earthquake, tsunami or other natural physical disasters;
|
(ii)
|
wars, blockades (of countries, ports or airports), public international trade sanctions, embargoes, insurrections, riots, civil disturbances, terrorism, sabotage, or seizure of power by non-legal means;
|
(iii)
|
strike, lockout or industrial disturbance (unless only related to the crew of the FLNG Vessel or affecting only or caused solely by Golar or Golar Cam or their contractors (or their subcontractors of any tier and persons employed by the Customer for the purposes of the Project) at a port or other facility at which the FLNG Vessel is moored or to which or from which the FLNG Vessel transits;
|
(iv)
|
chemical or radioactive contamination or ionising radiation;
|
(v)
|
seizure of the FLNG Vessel or cargo under legal process where security is promptly furnished to release the FLNG Vessel or cargo, but the FLNG Vessel or cargo is not released;
|
(vi)
|
fire, accident, structural collapse or explosion;
|
(vii)
|
shipwreck, navigational and maritime perils;
|
(viii)
|
the nationalisation, confiscation, expropriation, compulsory acquisition, arrest or restraint of any assets by any Governmental Authority of Cameroon;
|
(ix)
|
any delay, modification, revocation, withdrawal, cancellation, termination, denial, or refusal to issue, renew or re-issue or amend, any Approval, unless such action by any Governmental Authority was due to the default of the Affected Party and such default could be expected by a Reasonable and Prudent Operator to result in the above action or inaction by a Governmental Authority;
|
(x)
|
epidemic, plague or quarantine;
|
(xi)
|
changes to, or changes to the interpretation or implementation of, any general or local statute, ordinance, decree, or other law, or any regulation or bye-law of any local or other duly constituted authority or the introduction of any such statute, ordinance, decree, law, regulation or bye-law; and
|
(xii)
|
evacuation of the FLNG Vessel.
|
(c)
|
Subject to Clauses 16.1(d) and 16.1(e), any event or circumstance which affects a Third Party, and which prevents, impedes or delays the performance by a Party of its obligations under this Agreement, shall constitute Force Majeure affecting such Party only to the extent that:
|
(i)
|
such event or circumstance is of a kind or character that, had it primarily affected such Party, would have come within the definition of Force Majeure under Clauses 16.1(a) and 16.1(b); and
|
(ii)
|
such Party is rendered unable by such event or circumstance from carrying out all or a material part of its obligations under this Agreement; and
|
(d)
|
Any Force Majeure affecting facilities or a Third Party in accordance with Clause 16.1(c) shall constitute Force Majeure affecting the Customer only if such event or circumstance affects the following facilities and Third Parties:
|
(i)
|
the FLNG Site; or
|
(ii)
|
any contractors or subcontractors involved in the engineering, procurement, and/or construction, or for the operation and/or maintenance, of Customer’s Facilities (including Pilots, tugs, service vessels, fire vessels, security vessels and escort vessels); or
|
(iii)
|
Customer’s Facilities.
|
(e)
|
Any event or circumstance affecting facilities or a Third Party in accordance with Clause 16.1(c) shall constitute Force Majeure affecting Golar or Golar Cam only if such event or circumstance affects the following facilities and Third Parties:
|
(i)
|
the FLNG Facility; or
|
(ii)
|
any contractors or subcontractors involved in the engineering, procurement, and/or conversion, or for the operation and/or maintenance, of the FLNG Facility.
|
16.2
|
Events not constituting Force Majeure
|
(a)
|
No Force Majeure relief shall be available in respect of:
|
(i)
|
a Party’s inability to finance its obligations or unavailability of funds;
|
(ii)
|
ability of either Party to obtain preferential economic terms for the Services;
|
(iii)
|
changes in either Party’s market factors or other commercial, financial or economic conditions;
|
(iv)
|
breakdown of the FLNG Facility or the Customer’s Facilities caused by a failure to properly maintain, operate or design the FLNG Facility or the Customer’s Facilities;
|
(v)
|
[*****].
|
16.3
|
Notice and Reporting Requirements
|
(a)
|
A Party intending to seek relief under this Clause 16 shall as soon as reasonably practicable after it becomes aware of the relevant Force Majeure event:
|
(i)
|
notify the other Party of the event and furnish reasonable full particulars thereof, if available;
|
(ii)
|
give a bona fide good faith estimate of when it will be able to resume full performance of its obligations;
|
(iii)
|
give the particulars of the programme to be implemented to resume full performance hereunder, and
|
(iv)
|
provide interim reports concerning the event for continued invocation of this Clause 16 and an estimate of the anticipated duration of the Force Majeure relief which it seeks.
|
(b)
|
The Affected Party shall, throughout the period during which it is prevented from performing its obligations under this Agreement, allow the other Party (at such other Party’s risk and cost) to have access to such information, facilities, sites and personnel in the possession, control or employment of the Affected Party as the other Party may reasonably request in connection with such Force Majeure event.
|
16.4
|
Consequences of Force Majeure
|
(a)
|
The obligations of the Parties under this Agreement to the extent performance thereof is prevented or impeded by the event of Force Majeure, shall be suspended and the Parties shall not be liable for the non-performance thereof for the duration of the period of Force Majeure. Notwithstanding the foregoing, during the [*****] Tolling Fee shall continue to be payable, without deduction, unless the FLNG Facility is otherwise unavailable due to an event of Services Unavailability.
|
(b)
|
Where a Force Majeure has been continuing for a [*****], either Party shall have the option to terminate this Agreement on written notice with immediate effect. In case of Force Majeure, the FLNG Vessel shall have liberty to comply with any directions or recommendations as to departure, arrival, routes, ports of call, stoppages, destinations, zones, waters, delivery or in any other way whatsoever given by a Governmental Authority of the Flag State or any other Governmental Authority having, under the terms of the war risks insurance on the FLNG Vessel, the right to give any such directions or recommendations.
|
16.5
|
Obligations Following Force Majeure
|
(a)
|
To the extent either Party is entitled to relief from its obligations under this Agreement on grounds that an event or circumstance constitutes Force Majeure, the Affected Party shall, as soon as reasonably possible, take the measures which a Reasonable and Prudent Operator would take to bring the Force Majeure event to an end and to overcome and/or minimise the effects and consequences thereof which prevent, impede or delay such Affected Party’s ability to resume performance hereunder. An Affected Party shall not be entitled to relief hereunder or, having become entitled, shall cease to be so entitled, and an event or circumstance originally constituting Force Majeure shall cease to be treated as Force Majeure, to the extent that the Affected Party claiming Force Majeure relief fails to comply with this Clause 16.5, unless such failure is itself caused by an event of Force Majeure.
|
(b)
|
As soon as an Affected Party ceases to be so affected by Force Majeure and is no longer prevented from complying with its obligations under this Agreement, such Affected Party shall:
|
(i)
|
notify the other Party accordingly; and
|
(ii)
|
use all reasonable endeavours to recommence performance of such obligations as soon as reasonably practicable.
|
17
|
CREDIT SUPPORT
|
17.1
|
Golar Credit Support
|
(a)
|
Golar shall provide a bank guarantee issued by an internationally recognised bank and acceptable to the Customer, guaranteeing the obligations of Golar to pay Daily LDs and the Termination Balloon Payment under Clause 9.4(e) above, [*****], and termination fees under Clause 18.2(a), capped at a maximum of USD300,000,000 (United States Dollars Three Hundred Million), and which reduces in accordance with the termination fees set out at Clauses 18.2(a)(ii) and 18.2(a)(iii) below (the “
Golar Credit Support
”).
|
17.2
|
Customer Credit Support
|
(a)
|
Perenco shall provide bank guarantees issued by three (3) or more internationally recognised banks acceptable to Golar (each a “
Bank Guarantee
” and together the “
Perenco Credit Support
”), guaranteeing (on a pro-rated basis) the obligations of Perenco to pay termination fees under Clause 18.2(b) below, capped at a maximum aggregate amount of [*****] (the “
Maximum Aggregate Amount
”). Both the Maximum Aggregate Amount and the maximum amount of each Bank Guarantee shall reduce (on a pro-rated basis) in accordance with the termination fees at Clause 18.2(b) below. Golar undertakes that it shall not make a demand for payment under some but not all of the Bank Guarantees, and that the amount of any demand pursuant to an individual Bank Guarantee will be calculated by Golar on a pro rata basis, meaning such amount shall bear the same proportion to the aggregate total amount demanded under the Perenco Credit Support in respect of the termination event or repudiatory breach in question, as the maximum amount of the relevant Bank Guarantee bears to the Maximum Aggregate Amount (each as amended from time to time).
|
(b)
|
SNH shall provide a guarantee guaranteeing SNH’s obligations to pay termination fees under Clause 18.2(b) below, [*****], and which reduces in accordance with the termination fees at Clause 18.2(b) below, or alternative security reasonably acceptable to Golar (the “
SNH Credit Support
”).
|
18
|
TERMINATION
|
18.1
|
Early Termination Events
|
(a)
|
Not Used.
|
(b)
|
Termination by Golar.
Golar may terminate this Agreement by notice to Customer for any of the following events and as further provided below:
|
(i)
|
(1) any of the Customer’s Credit Supports ceases to be in full force and effect or (2) if a bank which issued a bank guarantee forming part of the Perenco Credit Support gives notice of election not to extend the bank guarantee in question, unless replacement security acceptable to Golar, acting reasonably, is provided (x) within [*****] days of the relevant Perenco Credit Support ceasing to be in full force and effect or (y) no later than [*****] days prior to the expiry of notice period set out in the relevant bank’s notice of election not to extend the relevant bank guarantee, as the case may be;
|
(ii)
|
for Perenco or SNH, or Perenco’s or SNH’s guarantor’s, Insolvency;
|
(iii)
|
if Perenco or SNH is in breach of Clause 22 or Clause 23;
|
(iv)
|
if the State withdraws the Customer’s LNG Export Licence pursuant to the Gas Convention, or otherwise terminates the Gas Convention, for breach by the Customer, and the cause of the withdrawal of the LNG Export Licence and/or breach by the Customer of the Gas Convention is not primarily attributable to any member of Golar’s Group or Force Majeure;
|
(v)
|
as provided in Clause 6.5(c);
|
(vi)
|
the Commissioning Period is suspended for more than [*****] months due to periods of delay primarily attributable to the Customer or any member the Customer’s Group; or
|
(vii)
|
Force Majeure has been declared by either Party and has continued uninterrupted for [*****].
|
(c)
|
Termination by Customer.
The Customer may terminate this Agreement by notice to Golar for any of the following events and as further provided below:
|
(i)
|
if (1) the Golar Credit Support ceases to be in full force and effect, or (2) if the bank which issued the Golar Credit Support gives notice of election not to extend the Golar Credit Support, unless replacement security acceptable to the Customer, acting reasonably, is provided (x) within [*****] days of the Golar Credit Support ceasing to be in full force and effect or (y) no later than [*****] days prior to the expiry of notice period set out in the relevant bank’s notice of election not to extend the Golar Credit Support, as the case may be;
|
(ii)
|
if no Certificate of Acceptance is executed and delivered (or deemed executed) in accordance with Clause 9.4(h) within [*****] months beyond the Commercial Start Date, save that any period of delay due to Customer’s failure to fulfil its obligations under this Agreement (including as a result of a Customer Delay Event) or as a result of Force Majeure shall not count for the purposes of calculating the [*****] months beyond the Commercial Start Date;
|
(iii)
|
if Force Majeure has been declared by either Party and has continued uninterrupted for [*****];
|
(iv)
|
on [*****] days’ notice by the Customer to Golar after the Acceptance Date, if (a) a Services Unavailability has occurred and continued uninterrupted for [*****], and such Services Unavailability has resulted in Golar making available less than [*****] of the Expected Lifting Quantity on average throughout such period, or (b) [*****];
|
(v)
|
if Golar or Golar Cam is in breach of Clause 22 or Clause 23;
|
(vi)
|
if the State withdraws Golar Cam’s Liquefaction License pursuant to the Gas Convention or otherwise terminates the Gas Convention for breach by Golar or Golar Cam, and the cause of the withdrawal of the Liquefaction License and/or breach by Golar or Golar Cam of the Gas Convention is not primarily attributable to any member of the Customer’s Group or Force Majeure; or
|
(vii)
|
for Golar or Golar Cam or Golar’s guarantor’s Insolvency.
|
18.2
|
Consequences of Termination
|
(a)
|
Termination Fees for Golar’s and Golar Cam’s Liability for Default.
In the event that the Customer terminates this Agreement pursuant to Clause 18.1(c)(i), 18.1(c)(iv), 18.1(c)(v), 18.1(c)(vi), or 18.1(c)(vii) or at law in the event of Golar’s or Golar Cam’s repudiatory breach, a termination fee shall be payable by Golar to the Customer as follows:
|
(i)
|
Termination occurs before the FLNG Vessel has produced 1.2 million tonnes of LNG (including, for the avoidance of doubt, LNG produced during the Commissioning Period) —[*****], less [*****] (including the Termination Balloon Payment);
|
(ii)
|
Termination occurs at a time when the FLNG Vessel has produced between 1.2 million tonnes and 3.6 million tonnes of LNG (including, for the avoidance of doubt, LNG produced during the Commissioning Period) —[*****]; or
|
(iii)
|
Termination occurs at a time when the FLNG Vessel has produced over 3.6 million tonnes of LNG (including, for the avoidance of doubt, LNG produced during the Commissioning Period) —[*****];
|
(b)
|
Termination fees for the Customer’s Liability for Default.
In the event that Golar terminates this Agreement pursuant to Clause 18.1(b) (but excluding Clause 18.1(b)(vii)) or at law in the event of the Customer’s repudiatory breach, a termination fee shall be payable by the Customer to Golar as follows:
|
(i)
|
Until the second (2nd) anniversary of the Acceptance Date: USD [*****] payable by Perenco; and
|
(ii)
|
Until the second (2nd) anniversary of the Acceptance Date: [*****] payable by SNH;
|
(iii)
|
As from the second (2nd) anniversary of the Acceptance Date: the amount specified in Clause 18.2(b)(i) will [*****] (as at the time of termination) payable for the remaining duration of this Agreement; and
|
(iv)
|
As from the second (2nd) anniversary of the Acceptance Date: the amount specified in Clause 18.2(b)(ii) will [*****] (as at the time of termination) payable for the remaining duration of this Agreement.
|
(c)
|
Previously Accrued Rights and Remedies.
All rights or remedies which may have accrued to the benefit of either Party pursuant to this Agreement (and any of this Agreement’s provisions necessary for the exercise of such accrued rights or remedies) prior to the termination or expiration of this Agreement shall survive such termination or expiration.
|
(d)
|
Survival Clauses.
The provisions of Clause 6 (Invoicing and Payment), Clause 7 (Taxes), this Clause 18 (Termination), Clause 19 (Liabilities and Indemnification), Clause 29 (Choice Law and Dispute Resolution), Clause 24 (Confidentiality), Clause 30 (Communications and Notices) and Clause 31 (Miscellaneous) shall survive the termination or expiration of this Agreement.
|
19
|
LIABILITIES AND INDEMNIFICATION
|
19.1
|
General
|
(a)
|
Save as otherwise expressly agreed in this Agreement, Golar shall be solely responsible for, and shall protect, defend, indemnify and hold harmless each Customer Indemnified Person for any Liabilities (save for any Consequential Loss of any Customer Indemnified Person) arising as a result of:
|
(i)
|
physical loss or damage to the FLNG Facility and any property owned, leased, chartered, hired or borrowed by any Golar Indemnified Person; and
|
(ii)
|
the sickness, death of, or personal injury suffered by, any Golar Indemnified Person as a result of an event in connection with the performance or non-performance of this Agreement,
|
(b)
|
Save as otherwise expressly agreed in this Agreement, the Customer shall be solely responsible for, and shall protect, defend, indemnify and hold harmless each Golar Indemnified Person for any Liabilities (save for any Consequential Loss of any Golar Indemnified Person) arising as a result of:
|
(i)
|
physical loss or damage to the Customer’s Facilities and any property owned, leased, chartered, hired or borrowed by any Customer Indemnified Person (except the FLNG Facility in whole or in part) and, in each case, used in connection with the performance of this Agreement; and
|
(ii)
|
the sickness, death of, or personal injury suffered by, any Customer Indemnified Person as a result of an event in connection with the performance or non-performance of this Agreement,
|
19.2
|
Exclusions of Liability
|
(a)
|
Except as otherwise expressly provided in this Agreement, neither Party (nor any member of its Group) shall be liable to the other Party (or any member of its Group), and shall be indemnified by the other Party in respect of any Consequential Loss suffered by the other Party or any member of its Group, whether or not foreseeable at the time of entering into this Agreement and Regardless of Cause.
|
(b)
|
The Parties intend that their respective rights, obligations and liabilities as provided for in this Agreement shall be exhaustive of the rights, obligations and liabilities between them arising out of or in connection with this Agreement. Accordingly, the remedies expressly stated in this Agreement shall be the Sole and Exclusive Remedies of the Parties for liabilities to one another arising out of or in connection with this Agreement, Regardless of Cause and notwithstanding any remedy otherwise available at law or in equity, other than termination at law for repudiatory breach.
|
(c)
|
Subject to Clause 19.1(b), Golar shall be responsible for the raising, removal, destruction or marking of the FLNG Facility, or any equipment, bunkers or cargo owned by or contracted to Golar or any Golar Indemnified Person and lost as a result of a casualty, insofar as the raising and other operations are compulsory by law or necessary to avoid or remove a hazard or obstruction to navigation.
|
(d)
|
Subject to Clause 19.1(b), Golar shall be solely responsible for, and shall protect, defend, indemnify and hold harmless all Customer Indemnified Persons from and against any and all Liabilities (excluding Consequential Losses of any Customer Indemnified Person), arising as a result of any pollution or contamination originating from the FLNG Facility in respect of this Agreement, Regardless of Cause, provided that the Golar’s aggregate liability for each accident or occurrence under this Clause 19.2(d) shall not exceed the Applicable Amount.
|
(e)
|
Subject to Clause 19.1(a), Customer shall be responsible for and shall protect, defend, indemnify and hold harmless all Golar Indemnified Persons from and against any and all Liabilities (excluding Consequential Loss of any Golar Indemnified Person), Regardless of Cause, arising as a result of any pollution or contamination created by or arising or emanating from or directly related to the operation of the Customer’s Facilities (excluding the FLNG Facility) or any LNG Vessel(s), and any pollution or contamination originating from the FLNG Facility over and above the Applicable Amount.
|
19.3
|
Mitigation of Loss
|
20
|
INSURANCE
|
20.1
|
Golar Insurance
|
(a)
|
Golar shall be responsible for obtaining and maintaining, directly or through its Affiliates:
|
(i)
|
insurance for the FLNG Facility to the extent required by applicable law and the Definitive Financing Agreements (but always to a level and extent not less than would generally be taken out by a Reasonable and Prudent Operator on vessels of its type, including hull and machinery protection and indemnity, pollution and such other coverage as is customary and usual in the LNG shipping industry); and
|
(ii)
|
additional insurance, as is reasonably necessary and available on reasonable commercial terms, against such other risks and at such levels as a Reasonable and Prudent Operator would obtain.
|
(b)
|
Evidence of Insurance.
Golar shall furnish to Customer evidence of all insurance required under Clause 20.1(a) for the FLNG Facility prior to the commencement of Lifting from the FLNG Facility and thereafter at least once each Contract Year. The receipt of such information shall not impose any obligation on Customer.
|
20.2
|
Customer’s Insurance
|
(a)
|
LNG Vessel Insurance.
The Customer shall ensure that each LNG Vessel procures and maintains insurance consistent with the standards which a shipowner operating reputable LNG vessels, as a Reasonable and Prudent Operator, should observe in insuring LNG vessels of similar type, size, age and trade as such LNG Vessel, and to include:
|
(i)
|
Hull and Machinery Insurance placed and maintained with reputable marine underwriters;
|
(ii)
|
Protection & Indemnity Insurance (“
P&I Insurance
”) placed and maintained as an unlimited entry, if such entry is available, with and subject to and on the basis of the rules of any of the reputable P&I insurance associations who are members of the International Group of P&I Clubs and experienced in providing P&I Insurance for LNG vessels (“
Approved Provider
”); and
|
(iii)
|
to the extent not provided under clause 20.2(a)(ii) above, coverage for pollution liability in the maximum coverage amount per incident made available by an Approved Provider.
|
(b)
|
Evidence of Insurance.
Customer shall furnish to Golar evidence of all insurance required under Clause 20.2(a) for each LNG Vessel prior to the commencement of Lifting from the FLNG Facility and thereafter at least once each Contract Year. The receipt of such information shall not impose any obligation on Golar.
|
20.3
|
Conditions of Use Agreement
|
(a)
|
Notwithstanding any other provision of this Agreement and any rights that a Transporter may have under applicable law in relation to Liabilities for incidents involving an LNG Vessel occurring at the FLNG Facility, the Customer:
|
(i)
|
shall, provided the Conditions of Use Agreement is acceptable to the International Group of P&I Clubs into which the LNG Vessel is entered, cause the Transporter to duly sign the Conditions of Use Agreement in the form set out at Annex 7; or
|
(ii)
|
in the event a Transporter fails to duly execute and deliver such Conditions of Use Agreement prior to the LNG Vessel’s arrival at the FLNG Facility, Golar shall not be obliged to deliver any LNG to such LNG Vessel until the Transporter has duly executed and delivered such Conditions of Use Agreement.
|
(b)
|
If Golar proposes to amend the Conditions of Use Agreement, Golar shall promptly give notice to the Customer and, as soon as reasonably practicable thereafter, Golar and the Customer shall discuss the effect of any such proposed change may have on the Customer. Golar agrees not to amend the Conditions of Use Agreement to the extent Customer demonstrates to Golar that an LNG Vessel’s Approved Provider will not accept such amendment (such acceptance not to be unreasonably withheld or delayed). Subject to the foregoing, Customer shall cause each Transporter to duly execute and deliver the amended Conditions of Use Agreement.
|
21
|
REPRESENTATIONS AND WARRANTIES
|
21.1
|
Representations and Warranties of Perenco and SNH
|
(a)
|
it is and shall remain duly organised and in good standing under the laws of the place of its incorporation and registration, duly qualified to do business in those jurisdictions where the nature of its activities or property requires such qualification and to perform its obligations under this Agreement;
|
(b)
|
it has taken all necessary action to authorise the execution, delivery and performance of its obligations hereunder; and
|
(c)
|
neither the execution, delivery nor performance of this Agreement, nor the consummation of any action contemplated herein, conflicts or will conflict with, results or will result in a breach of, or constitutes or will constitute a default under, any provision of its constitutive instruments or any law, judgment, order, decree, rule or regulation of any court, administrative agency or other instrumentality of any Governmental Authority (except to the extent as may have been agreed in the Gas Agreement) or of any other agreement or instrument to which it is a party.
|
21.2
|
Representations and Warranties of Golar and Golar Cam
|
(a)
|
it is and shall remain duly organised and in good standing under the laws of the place of its incorporation and registration, duly qualified to do business in those jurisdictions where the nature of its activities or property requires such qualification and to perform its obligations under this Agreement;
|
(b)
|
it has taken all necessary action to authorise the execution, delivery and performance of its obligations hereunder; and
|
(c)
|
neither the execution, delivery nor performance of this Agreement, nor the consummation of any action contemplated herein, conflicts or will conflict with, results or will result in a breach of, or constitutes or will constitute a default under, any provision of its constitutive instruments or any applicable law, judgment, order, decree, rule or regulation of any court, administrative agency or other instrumentality of any Governmental Authority (except to the extent as may have been agreed in the Gas Agreement) or of any other agreement or instrument to which it is a party.
|
22
|
ASSIGNMENT
|
22.1
|
Restrictions on Assignment and Novation
|
22.2
|
Permitted Assignments
|
(a)
|
Affiliates of Parties.
Notwithstanding the provisions of Clause 22.1, a Party may novate its rights and obligations under this Agreement in whole (but not in part) to one or more Affiliates (including, in the case of Golar and Golar Cam, one or more Affiliates of Golar LNG Limited) with the requisite financial and technical capacity to perform the obligations of the assigning Party under this Agreement (including the provision of Credit Support) upon notice to, but without requiring the consent of the other Parties.
|
(b)
|
Financing by Golar.
Notwithstanding the provisions of Clause 22.1, Golar may assign, mortgage, or pledge all or any of its rights, interests, and benefits under this Agreement to one or more Lenders to secure payment of any indebtedness or working capital incurred or to be incurred in connection with the conversion, procurement, financing, refinancing and operation of any portion of the FLNG Facility or any modifications thereto, provided that such an assignment to Lenders shall not relieve Golar of any Liabilities or obligations hereunder. In relation to the foregoing, Customer shall provide and/or enter into any reasonably required consent letters, acknowledgements and direct agreements, subject to their approval, not to be unreasonably withheld or delayed.
|
(c)
|
Financing by the Customer.
Notwithstanding the provisions of Clause 22.1, Customer may assign, mortgage, or pledge all or any of its rights, interests, and benefits under this Agreement to one or more Lenders to secure payment of any indebtedness or working capital incurred or to be incurred in connection with the Project, provided that such an assignment to Lenders shall not relieve Customer of any Liabilities or obligations hereunder. In relation to the foregoing, Golar and Golar Cam shall provide and/or enter into any reasonably required consent letters, acknowledgements and direct agreements, subject to their approval, not to be unreasonably withheld or delayed.
|
23
|
CHANGE IN CONTROL
|
(a)
|
following a proposed Change in Control, the Credit Support of the Party proposing the Change in Control would be prejudiced in any way, without such Party providing alternative and adequate replacement security at least equal to the relevant Credit Support in its place; or
|
(b)
|
following a proposed Change in Control, the Gas Convention may be terminated, cancelled, cease to be in full force and effect or would otherwise be prejudiced in any way.
|
24
|
CONFIDENTIALITY
|
24.1
|
Confidentiality Obligation
|
(a)
|
Confidential Information that comes into the possession of a Party (the “
Recipient
”) by means of, or on behalf of, the other Party (the “
Discloser
”) shall not be used by the Recipient except in connection with the performance of activities to be conducted pursuant to or for the purposes of this Agreement.
|
(b)
|
The Recipient agrees to keep Confidential Information strictly confidential and shall not sell, trade, publish or otherwise disclose to any Persons (other than the Parties) in any manner whatsoever, including by, but not limited to, means of photocopy or reproduction, without the prior consent written of the Discloser.
|
(c)
|
The provisions of this Clause 24 shall not apply to Confidential Information which:
|
(i)
|
is already in possession of the public or becomes available to the public other than through the act or omission of the Recipient in breach hereof;
|
(ii)
|
is developed independently by the Recipient without reliance on the Confidential Information disclosed by the Disclosing Party and such fact can be reasonably demonstrated by the Recipient; or
|
(iii)
|
is required to be disclosed in order to comply with the requirements of any law, rule or regulation of any Governmental Authority or regulatory body having jurisdiction over this Agreement or the parties hereto, or of any relevant stock exchange (provided that the Recipient shall give written notice to the Disclosing Party prior to such disclosure unless restricted from doing so by any applicable law or governmental decree, regulation or rule).
|
(d)
|
Notwithstanding the provisions of Clause 24.1(a) and Clause 24.1(b), and subject to Clause 24.1(e), either Party shall have the right to disclose Confidential Information without obtaining the other Party’s prior consent to the following Persons if and to the extent such Persons need to know such Confidential Information and provided that such Persons are informed of the confidential nature of the Confidential Information:
|
(i)
|
to accountants, auditors, advisers, legal counsel, other professional consultants, or underwriters, provided such disclosure is solely to assist the purpose for which the aforesaid were so engaged;
|
(ii)
|
to the Party’s employees, officers and directors provided they have a bona fide business need for such information;
|
(iii)
|
financial advisers, investment bankers, underwriters, brokers, lenders or other financial institutions advising on, providing or considering the provision of financing to a Party or its Affiliates;
|
(iv)
|
a Lender’s potential transferee of an interest in its financing arrangements to enable such potential transferee to conduct due diligence;
|
(v)
|
to bona fide prospective purchasers of all or a part of a Party’s or its Affiliate’s business and bona fide prospective assignees of all or part of a Party’s interest in this Agreement;
|
(vi)
|
to the operator of a Transport Pipeline, suppliers of Feed Gas, Transporters and LNG purchasers, in each case only in respect of such Confidential Information as necessary and to the extent required for the administration of the disclosing Party’s contracts with such Persons;
|
(vii)
|
to its Affiliates and their employees, officers and directors , provided that such Affiliate and, as applicable, their employees, officers and directors, has a bona fide business need for such information;
|
(viii)
|
to any Governmental Authorities to the extent such disclosure assists Golar and/or Golar Cam and/or Customer in obtaining Approvals;
|
(ix)
|
to an arbitration tribunal in connection with the resolution of a Dispute under Clause 29.2.
|
(e)
|
The Recipient shall be responsible for ensuring that any Person to whom Confidential Information is disclosed pursuant to Clause 24.1(d) shall keep such information confidential in accordance with the terms of this Agreement and shall not disclose, divulge or use such Confidential Information in violation of this Agreement, and the Recipient shall be liable to the Disclosing Party for any failure in this regard.
|
(f)
|
The Disclosing Party hereby represents and warrants that it has the right and authority to disclose the Confidential Information to the Recipient. The Disclosing Party, however, makes no representations or warranties, express or implied, as to the quality, accuracy and completeness of the Confidential Information disclosed hereunder unless expressly represented or warranted pursuant to any other agreement. The Disclosing Party, its Affiliates, and their officers, directors and employees shall have no liability whatsoever with respect to the use of or reliance upon the Confidential Information by the Recipient.
|
(g)
|
The obligations of this Clause 24 shall terminate three (3) years after the termination or expiration of this Agreement.
|
24.2
|
Public Announcements
|
(a)
|
General.
No Party may issue or make any public announcement, press release or statement regarding this Agreement unless, prior to the release of the public announcement, press release or statement, such Party furnishes the other Party with a copy of such announcement, press release or statement, and obtains the written approval of the other Party (such consent not to be unreasonably withheld or delayed), provided that, notwithstanding any failure to obtain such approval, no Party shall be prohibited from issuing or making any such public announcement, press release or statement if it is necessary to do so in order to comply with the applicable laws or legal proceedings of any Governmental Authority, legal proceedings or stock exchange having jurisdiction over such Party.
|
(b)
|
Promotional Materials.
Notwithstanding any provision in Clause 24.2(a) to the contrary, either Party may, provided the other Parties have given their prior written consent (such consent not
|
24.3
|
Intellectual Property
|
25
|
BUSINESS PRINCIPLES
|
25.1
|
Compliance with Laws
|
25.2
|
Anti-Bribery and Anti-Corruption
|
(a)
|
No Party shall pay any fee, commission, rebate or anything of value to or for the benefit of any employee of any other Party, nor will any Party do business with any Persons knowing the results might directly benefit an employee of another Party. All Parties shall use their best efforts not to permit any of its employees, servants, agents or representatives to engage in any activities contrary or detrimental to the best interests of another Party.
|
(b)
|
The Parties mutually agree that, in connection with this Agreement and the activities contemplated herein, none of them nor any of their respective employees, servants, agents, representatives or Affiliates will take action, or omit to take any action, that would cause another Party to be in violation of any applicable anti-bribery laws related to the other Party’s business practices, including but not limited to the U.S Foreign Corrupt Practices Act, the UK Bribery Act 2010, the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions or any similar laws of any Governmental Authority.
|
(c)
|
Each Party mutually warrants and undertakes to the other Parties that, in connection with this Agreement and the activities contemplated herein, it shall comply and cause its respective employees, servants, agents, representatives or Affiliates to comply with all applicable laws, regulations, rules and requirements of any country having jurisdiction over it relating to anti-bribery and anti-money laundering, including but not limited to the U.S Foreign Corrupt Practices Act, the UK Bribery Act 2010, the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions or any similar laws of any Governmental Authority, (together “
Anti-Bribery Laws
”) and that neither it nor its respective employees, servants, agents, representatives or Affiliates shall take any action, or omit to take any action, which would subject another Party to fines or penalties under Anti-Bribery Laws.
|
(d)
|
Notwithstanding the generality of the foregoing, each Party represents, warrants and undertakes to the other Parties that in connection with this Agreement neither it nor any officer, director,
|
(i)
|
make or cause to be made any payment, loan, or gift of any monies or other things of value to:
|
(A)
|
any officials, officers or employees of a Government Authority or any department, agency or instrumentality of any Government Authority;
|
(B)
|
an officer or employee of a public international organisation;
|
(C)
|
any person acting in an official capacity for or on behalf of any government or department, agency, or instrumentality of such government or of any public international organisation;
|
(D)
|
any political party or official thereof, or any candidate for political office;
|
(E)
|
any director, officer, employee or agent/representative of any of its actual or prospective counterparty, supplier or customer; or
|
(F)
|
any other Person at the suggestion, request or direction or for the benefit of any of the above-described Persons; or
|
(ii)
|
engage in such other acts or transactions in violation of or inconsistent with Anti-Bribery Laws.
|
25.3
|
Compliance with Standards
|
26
|
HEALTH AND SAFETY
|
26.1
|
Compliance
|
26.2
|
HSSE Policy
|
(a)
|
Golar and Golar Cam shall establish a health, safety and environmental policy (the “
HSSE Policy
”) in respect of the FLNG Vessel’s operations, along with related standards on environmental management, pollution, health and safe working procedures.
|
(b)
|
Golar warrants that the HSSE Policy meets or exceeds the standards set out in the “
Guidelines for the Control of Drugs and Alcohol On Board Ship
” as published by the Oil Companies International Marine Forum (OCIMF) dated June 1995 (or any subsequent modification, version, or variation of these guidelines).
|
26.3
|
HSSE Management System
|
(a)
|
Throughout the Agreement Period, Golar and Golar Cam will operate a Health, Safety and Environment (HSSE) Management System (“
HSSE Systems
”) which is certified to comply with the ISM Code.
|
(b)
|
The HSSE System will address all phases of the contract including:
|
(i)
|
pre-mobilisation and mobilisation of crew;
|
(ii)
|
operation of the FLNG Vessel;
|
(iii)
|
re-positioning of the FLNG Vessel; and
|
(iv)
|
decommissioning.
|
(c)
|
The HSSE System will include and develop at a minimum the following topics:
|
(i)
|
leadership and commitment;
|
(ii)
|
policy and strategic objectives;
|
(iii)
|
organisation, responsibilities, resources, standards and documentation;
|
(iv)
|
evaluation and risk management;
|
(v)
|
planning and procedures;
|
(vi)
|
implementation and performance monitoring;
|
(vii)
|
auditing and review;
|
(viii)
|
compliance with local rules and regulations; and
|
(ix)
|
compliance with local rules and regulations.
|
(d)
|
The Customer may monitor compliance with the HSSE System and perform routine check up and audits to verify such compliance at any point in time.
|
(e)
|
Golar will submit quarterly HSSE reports to the Customer.
|
26.4
|
Audit Rights
|
(a)
|
Golar and Golar Cam shall maintain HSSE records sufficient to demonstrate compliance with the requirements of their HSSE System and this Agreement. The Customer reserves the right to confirm compliance with HSSE requirements specified in this Agreement by audit of Golar and Golar Cam.
|
(b)
|
During the course of the Agreement and for a period ending two (2) years thereafter, the Customer shall have the right to audit at all reasonable times and, upon reasonable request, take copies of all of Golar and Golar Cam’s records, books, accounts, correspondence, memoranda, receipts, vouchers and other papers of every kind relating to any provision of this Agreement under which Golar or Golar Cam has obligations, the performance of which is capable of being verified by audit. Notwithstanding this provision, Golar or Golar Cam shall not be obliged to comply with a request from the Customer pursuant to this Clause if to do so would breach any applicable data protection laws and/or regulations.
|
(c)
|
The Customer shall have the right following the Acceptance Date, at its own cost, to audit Golar’s and Golar Cam’s management system not more than two (2) times per annum on the provision of fourteen (14) Days’ notice. The vetting standards which the Customer shall apply shall be equivalent to those applied by a first class operator in the oil and gas industry, and the entity used by the Customer (the “
Vetting Entity
”) to conduct such vetting on its behalf shall be an internationally recognised member of the oil and gas industry. The Customer shall require such Vetting Entity to act solely in its capacity as a vetting entity without regard to the interests of any Affiliates of the Vetting Entity and shall use all reasonable endeavours to ensure that execution of the audit does not adversely affect the operations and/or management of the FLNG Vessel. Golar and Golar Cam shall provide all cooperation reasonably necessary to enable such audit to be carried out to the satisfaction of the Vetting Entity. Should the audit reveal any defects in the management system which prevents safe operation of the FLNG Vessel, the Customer (by itself or by the Vetting Entity) will serve a list of such defects (“
Audit Defects
”) on Golar and Golar and Golar Cam shall within a reasonable time period from receipt of such notice make such alterations to the management system as are required.
|
(d)
|
Emergency Response
|
(i)
|
Golar Contact Details
|
Address:
|
Fridtjof Nansens Plass 4, NO-0160 Oslo, Norway
|
(ii)
|
Customer Contact Details
|
Address:
|
[*****]
|
27
|
QUALITY ASSURANCE AND QUALITY CONTROL
|
28
|
ISPS CODE
|
(a)
|
This Clause makes reference to the International Code for the Security of Ships and of Port Facilities and the relevant amendments to Chapter XI of SOLAS (the “
ISPS Code
”), in relation to the FLNG Vessel only.
|
(b)
|
Golar shall procure that both the FLNG Vessel and “the Company” (as defined by the ISPS Code) shall comply with the requirements of the ISPS Code relating to the FLNG Vessel and “the Company”. Upon request, Golar shall provide documentary evidence of compliance with this Clause 28(b).
|
(c)
|
Except as otherwise provided in this Agreement, loss, damage, expense or delay, caused by failure on the part of Golar to comply with the requirements of the ISPS Code or this Clause shall be for Golar’s account.
|
(d)
|
Costs or expenses related to security regulations or measures required by the port facility or any relevant authority in accordance with the ISPS Code including, but not limited to, security guards, launch services, tug escorts, port security fees or taxes and inspections, shall be for the Customer’s account, unless such costs or expenses result solely from Golar’s negligence in which case such costs or expenses shall be for Golar’s account. All measures required by Golar to comply with the security plan required by the ISPS Code shall be for Golar’s account.
|
(e)
|
If either Party makes any payment, which is for the other Party’s account according to this Clause, the other Party shall reimburse the paying Party in accordance with Clause 6.2.
|
29
|
CHOICE OF LAW AND DISPUTE RESOLUTION
|
29.1
|
Choice of Law
|
29.2
|
Arbitration
|
29.3
|
Procedure for Arbitration.
|
(a)
|
The arbitral tribunal shall consist of three (3) arbitrators. The claimant shall nominate one arbitrator; the respondent shall nominate the second arbitrator; and a third arbitrator, who shall serve as chairman, shall be appointed by the LCIA Court within fifteen (15) days of the appointment of the second arbitrator.
|
(b)
|
For the avoidance of any doubt, SNH and Perenco shall only be entitled to collectively appoint one arbitrator, and Golar and Golar Cam shall only be entitled to collectively appoint one arbitrator. If SNH or Perenco commences arbitration otherwise than jointly with the other, the arbitrator appointed by it shall be deemed to have been appointed with the agreement of the other. If Golar or Golar Cam commences arbitration otherwise than jointly with the other, the arbitrator appointed by it shall be deemed to have been appointed with the agreement of the other.
|
(c)
|
In the event the claimant or the respondent shall fail to nominate an arbitrator within the time limits specified in the Rules, such arbitrator shall be appointed by the LCIA Court within fifteen (15) days of such failure. In the event that both the claimant and the respondent fail to nominate an arbitrator within the time limits specified in the Rules, all three arbitrators shall be appointed
|
(d)
|
If both parties so agree, there shall be a sole arbitrator appointed by the LCIA Court within fifteen (15) days of such agreement.
|
(e)
|
The seat of arbitration shall be Geneva, Switzerland, and the language of the arbitration shall be English.
|
30
|
COMMUNICATIONS AND NOTICES
|
30.1
|
Form of Notice
|
(a)
|
Except as otherwise specifically provided, any notice, invoice or other communication from one Party to another that is required or permitted to be made by the provisions of this Agreement shall be:
|
(i)
|
in the English language;
|
(ii)
|
made in writing;
|
(iii)
|
delivered by hand or sent by courier to the address of the other Party which is shown below, or to such other address as such other Party shall by notice require, or sent by facsimile or electronic mail to the facsimile number or email address of the other Party which is shown below; provided that any notice, invoice or communication sent by electronic mail shall also be delivered in hard copy or by facsimile; and
|
(iv)
|
marked for the attention of the Person(s) there referred to or to such other Person(s) as the other Party shall by notice require.
|
(b)
|
Oral communication does not constitute notice for purposes of this Agreement, and telephone numbers are listed below as a matter of convenience only. The foregoing notwithstanding, notices given from LNG Vessels at sea may be given by radio.
|
30.2
|
Address for Notices
|
30.3
|
Effective Date of Notice
|
(a)
|
if delivered by hand or by courier, on the day on which it is received at that Party’s address; or
|
(b)
|
if sent by facsimile or electronic mail, when actually received by the intended recipient in a readable form; or
|
(c)
|
in the event notice was given by radio from an LNG Vessel at sea, actual receipt of the communication by radio,
|
31
|
MISCELLANEOUS
|
31.1
|
Amendments and Modifications
|
31.2
|
Approvals
|
31.3
|
Exclusion of Waiver
|
31.4
|
No Third Party Beneficiaries
|
31.5
|
Rules of Construction
|
(a)
|
Drafting. Each provision of this Agreement shall be construed as though all Parties participated equally in the drafting of the same. Consequently, the Parties acknowledge and agree that any rule of construction that a document is to be construed against the drafting Party shall not be applicable to this Agreement.
|
(b)
|
Priority. In the event of a conflict between the provisions of this Agreement excluding all Annexes (after such exclusion, the “
Base Agreement
”) and the provisions of any Annex, all provisions of the Base Agreement shall take precedence over any Annex.
|
31.6
|
Rights and Remedies
|
31.7
|
Joint and Several Liability
|
31.8
|
Disclaimer of Agency
|
31.9
|
Severance of Invalid Provisions
|
31.10
|
Expenses
|
31.11
|
Genuine Pre-Estimate of Loss
|
31.12
|
Waiver of Immunity
|
(a)
|
agrees not to claim any immunity from proceedings brought against it by the other Party in relation to this Agreement, and to ensure that no such claim is made on its behalf;
|
(b)
|
waives all rights of immunity in respect of it and its assets; and
|
(c)
|
consents generally in respect of such proceedings to the giving of relief or the issue of any proceeds in connection with such proceedings.
|
31.13
|
Indemnity
|
31.14
|
Liquefaction Licence
|
31.15
|
Entire Agreement
|
(a)
|
Subject to Clause 31.18, each Party acknowledges and agrees with the other Party that:
|
(i)
|
this Agreement constitutes the entire agreement between the Parties and supersedes and extinguishes all previous agreements, promises, assurances, representations, warranties and understandings between them, whether written or oral, relating to the Project; and
|
(ii)
|
no Party has been induced to enter into this Agreement in reliance upon, nor have they been given, any warranty, representations, statement, assurance, covenant, agreement, undertaking, indemnity or commitment of any nature whatsoever other than as are expressly set out in this Agreement and, to the extent that any of them have been, it unconditionally and irrevocably waives any claims, rights or remedies which any of them might otherwise have had in relation thereto,
|
31.16
|
Counterpart Execution
|
31.17
|
Excess Capacity
|
31.18
|
Binding Term Sheet
|
Item
|
Detail
|
Ships name
|
Hilli Episeyo
|
Builder and Yard
|
Rosenberg Verft (original builder)
Keppel Shipyard (FLNG conversion)
|
Hull No.
|
198
|
Year Built
|
1975 (originally built)
2017 (conversion)
|
Port of Registry and Flag State
|
Marshall Islands
|
IMO Number
|
7382720
|
Call Sign
|
V7VR8
|
Classification Society
|
DNV-GL
|
|
|
PRINCIPAL PARTICULARS:
|
|
Length Overall
|
293.74 m
|
Length Between Perpendiculars
|
281.25 m
|
Breadth
|
62.60 m
|
Depth Moulded
|
25.00 m
|
Draught Scantling
|
11.7 m
|
|
|
Complement
|
Max. 118
|
|
|
GENERIC FLNG BASIC OF DESIGN:
|
|
Rules and Regulations
|
[*****]
|
Design Life/Operational Life
|
[*****]
|
Feed Gas Inlet Conditions (at the inlet of the pre-treatment facilities):
|
[*****]
|
Liquefaction
|
[*****]
|
Pre-Treatment Facilities
|
[*****]
|
Power Generation
|
[*****]
|
LNG Offloading
|
[*****]
|
Vapour Return
|
[*****]
|
Storage Tanks
|
[*****]
|
LNG Vessels
|
[*****]
|
Purging
|
[*****]
|
Communications
|
[*****]
|
Emergency Shutdown System
|
[*****]
|
Component,
Mol%
|
Minimum
|
Maximum
|
CO2
|
[*****]
|
[*****]
|
Nitrogen
|
[*****]
|
[*****]
|
Methane
|
[*****]
|
[*****]
|
Ethane
|
[*****]
|
[*****]
|
Propane
|
[*****]
|
[*****]
|
i-Butane
|
[*****]
|
[*****]
|
n-Butane
|
[*****]
|
[*****]
|
i-Pentane
|
[*****]
|
[*****]
|
n-Pentane
|
[*****]
|
[*****]
|
C6+
|
[*****]
|
[*****]
|
Benzene
|
[*****]
|
[*****]
|
Toluene
|
[*****]
|
[*****]
|
H20
|
[*****]
|
[*****]
|
Eglycol
|
[*****]
|
[*****]
|
m-Mstyrene
|
[*****]
|
[*****]
|
MW
|
[*****]
|
[*****]
|
FEED GAS INLET CONDITIONS (GAS RECEIPT POINT)
|
|
||
• Maximum Feed Gas inlet rate: [*****]
|
|
|
|
• Normal operating pressure: [*****]
|
|
||
[*****][*****][*****]
|
UTM Zone 32N, CM 9°E, Manoca
1962 Datum
|
X (m) 593 089
|
Y (m) 333 292
|
•
|
“Extreme wave conditions near Kribi (Cameroon)”, reference RP_A15123, revision 1, dated 4 June 2015
|
•
|
“Metocean conditions near Kribi (Cameroon)”, reference RP_A15143, revision 1, dated 1 September 2015.
|
Item
|
Unit
|
Range
|
|
|
|
Min
|
Max
|
Methane
|
[*****]
|
[*****]
|
[*****]
|
Ethane
|
[*****]
|
|
[*****]
|
Propane
|
[*****]
|
|
[*****]
|
Butane
|
[*****]
|
|
[*****]
|
C5+
|
[*****]
|
[*****]
|
[*****]
|
Nitrogen
|
[*****]
|
[*****]
|
[*****]
|
H2S
|
[*****]
|
[*****]
|
[*****]
|
Total sulphur
|
[*****]
|
[*****]
|
[*****]
|
Mercury
|
[*****]
|
[*****]
|
[*****]
|
Solid and impurities
|
[*****]
|
|
[*****]
|
HHV
|
[*****]
|
[*****]
|
[*****]
|
Wobbe index
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
Feed Gas rate
(MMscfd)
|
Operations Retainage Limit
(% of Feed Gas rate (expressed in MMBTUs))
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
|
[*****]
|
[*****]
|
|
[*****]
|
[*****]
|
|
[*****]
|
[*****]
|
|
[*****]
|
[*****]
|
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
|
[*****]
|
[*****]
|
|
[*****]
|
[*****]
|
|
[*****]
|
[*****]
|
|
[*****]
|
[*****]
|
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
|
[*****]
|
[*****]
|
|
[*****]
|
[*****]
|
|
[*****]
|
[*****]
|
|
[*****]
|
[*****]
|
1.
|
The Master of a vessel shall at all times and in all circumstances remain solely responsible on behalf of the vessel's owners and operators for the safety and proper navigation and operation of his vessel and shall at all times comply with the Terminal regulations, all Applicable Laws and the Terminal Manual.
|
2.
|
Neither Sanaga Partners nor Golar make any warranty (whether express or implied) with respect to Terminal Facilities or to the rendering of Terminal Services and any use thereof shall be at the sole risk of the vessel Master and owners and operators. Neither Sanaga Partners nor Golar shall be responsible for any loss or damage to a vessel, actual or consequential, or any loss or damage to the vessel’s owners or operators or the vessel’s cargo or any part thereof, or any loss or injury suffered by the Master, officers or crew of the vessel, which is related to Terminal Facilities or to Terminal Services provided to a vessel regardless of any act, omission, fault or negligence of Sanaga Partners or Golar, or any fault or defect in the Terminal Facilities, save, in respect of loss or damage to the vessel’s cargo or any part thereof, where caused by the sole negligence of Sanaga Partners or Golar.
|
3.
|
Neither Sanaga Partners nor Golar shall be responsible to any vessel or to its owners or operators for any loss related to strikes or other labour disturbances, regardless of whether Sanaga Partners or Golar are parties thereto, and regardless of any act, omission, fault or negligence of Sanaga Partners or Golar.
|
4.
|
The vessel and its owners and operators shall in all circumstances hold harmless and indemnify Sanaga Partners and Golar as applicable against any and all losses, claims, damages, costs and expenses Sanaga Partners or Golar may incur or has incurred arising out of or in connection with:
|
4.1
|
any damage to the Terminal Facilities or injury to its personnel related to the vessel's use of the Terminal Facilities and involving the fault, wholly or partially, of the Master, officers or crew of the vessel, including negligent navigation;
|
4.2
|
any loss suffered by Third Parties with respect to damage to their property or injury to their personnel related to the vessel's use of the Terminal Facilities and involving the fault, wholly or partially, of the Master, officers or crew of the vessel, including negligent navigation;
|
4.3
|
any Hazard under condition 5 hereof and involving the fault, wholly or partially, of the Master, officers or crew of the vessel, including negligent navigation;
|
4.4
|
any loss or damage to the vessel while at the Terminal, including consequential losses and all claims, damages and costs arising therefrom regardless of any act, omission, fault or negligence by Sanaga Partners or Golar; and
|
4.5
|
any personnel injury or property loss suffered by the Master, officers or crew of the vessel while at the Terminal, including consequential losses and all claims, damages and costs arising therefrom regardless of any act, omission, fault or negligence by Sanaga Partners or Golar.
|
5.
|
If the vessel or any object on the vessel becomes or is likely to become an obstruction, threat, or danger to navigation, operations, safety, health, environment or security of the Terminal (a “
Hazard
”), the Master and the owners and operators shall, at the option of the Terminal, take immediate action to clear, remove or rectify the Hazard as the Terminal may direct, and if the Master and/or the owners and/or operators fail to take such action, the Terminal shall be entitled to take such measures as it may deem appropriate to clear, remove or rectify the Hazard, and the Master and owners and operators shall be responsible for all costs and expenses associated therewith.
|
6.
|
In the event of any escape or discharge of oil or oily mixture or contaminants from any vessel or from any hose or other discharging device connected to such vessel (from whatsoever cause such escape or discharge may arise and irrespective of whether or not such escape or discharge has been caused or contributed to by the negligence or default on the part of the vessel or her owners or operators), either of Sanaga Partners or Golar by itself or by its subcontractors or by any other person whatsoever shall have the right to take any measures it deems fit to clean up the pollution resulting from such escape or discharge and to recover the full cost thereof from such vessel, its owners and operators, for which cost the vessel, its owners and operators shall be jointly and severally liable to Sanaga Partners and Golar (as the case may be).
|
7.
|
Without prejudice to the limitation of liability of the Master and owners and operators under condition 11, each of the owners and operators of the vessel hereby waives any right it may have to limit its liability for liabilities arising under this contract whether in conformity with any international maritime or shipping convention or any other statutory provision now or hereinafter enacted affording ship owners a right to limit their liability. The waiver herein contained applies to all persons claiming through owners or operators.
|
8.
|
Any liability incurred by the Master or owners or operators by operation of these Conditions of Use shall be joint and several.
|
9.
|
Without prejudice to the limitation of liability of the Master and owners and operators at condition 11, the Master shall immediately report to Sanaga Partners and Golar any accident, incident, claim, damage, loss or unsafe condition or circumstance. Any such report shall be made in writing and signed by the Master. Sanaga Partners and Golar shall be entitled to inspect and investigate any such report but without prejudice to the foregoing.
|
10.
|
These Conditions of Use shall be construed, interpreted and applied in accordance with laws of England and, if so requested by Sanaga Partners and Golar, the vessel and her owners and operators shall submit to the exclusive jurisdiction of the courts of England and Wales.
|
11.
|
Subject to condition 12, any liability of the Master and owners and operators to Sanaga Partners and Golar by virtue of the operation of these Conditions of Use shall be limited to USD [*****] (the “
Limited Amount
”) in aggregate for all liabilities arising from any one accident or occurrence. In the event that any loss or damage in respect of which the vessel and her owners and operators are liable to indemnify Sanaga Partners and/or Golar exceeds the Limited Amount then the Master and owners and operators shall indemnify Sanaga Partners and/or Golar, in aggregate not exceeding the Limited Amount, by paying each a sum, which equates to the ratio of loss or damage suffered by each to the total loss or damage suffered by each.
|
12.
|
The limit of liability set out in condition 11 shall not limit, restrict or prejudice any claim or right that Sanaga Partners or Golar has or may have against the Master or owners or operators under general principles of law or equity. For the avoidance of doubt, said limit of liability shall only apply with respect to, and to the extent of, a claim by Sanaga Partners or Golar against the Master or owners or operators under these Conditions of Use.
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
Scheduled Loading
Quantity (m3)
|
Allowed Laytime
(days)
|
115,000
|
[*****]
|
120,000
|
[*****]
|
125,000
|
[*****]
|
130,000
|
[*****]
|
135,000
|
[*****]
|
140,000
|
[*****]
|
145,000
|
[*****]
|
150,000
|
[*****]
|
155,000
|
[*****]
|
160,000
|
[*****]
|
165,000
|
[*****]
|
170,000
|
[*****]
|
LNG Vessel Cargo Capacity (Gross)
|
Demurrage Rate USD per Day
|
LNG Vessels less than 135,000m
3
(steam turbine)
|
[*****]
|
135,000m
3
and above (steam turbine)
|
[*****]
|
145,000 to 154,000m
3
(duel fuel diesel electric)
|
[*****]
|
LNG Vessels greater than 154,000m
3
(duel fuel diesel electric)
|
[*****]
|
|
|
|
|
Name
|
Jurisdiction of Incorporation
|
|
|
Golar LNG 2216 Corporation
|
Marshall Islands
|
Golar Management Limited
|
United Kingdom
|
Golar Management Malaysia Sdn. Bhd.
|
Malaysia
|
Golar Management Norway AS
|
Norway
|
Golar Management D.O.O
|
Croatia
|
Golar GP LLC – Limited Liability Company
|
Marshall Islands
|
Golar LNG Energy Limited
|
Bermuda
|
Golar Gimi Corporation
|
Marshall Islands
|
Golar Hilli Corporation (89%)*
|
Marshall Islands
|
Golar Gandria N.V.
|
Netherlands
|
Golar Hull M2021 Corporation
|
Marshall Islands
|
Golar Hull M2022 Corporation
|
Marshall Islands
|
Golar Hull M2027 Corporation
|
Marshall Islands
|
Golar Hull M2047 Corporation
|
Marshall Islands
|
Golar Hull M2048 Corporation
|
Marshall Islands
|
Golar LNG NB10 Corporation
|
Marshall Islands
|
Golar LNG NB11 Corporation
|
Marshall Islands
|
Golar LNG NB12 Corporation
|
Marshall Islands
|
Golar Tundra Corporation
|
Marshall Islands
|
GVS Corporation
|
Marshall Islands
|
Golar Shoreline LNG Limited
|
Bermuda
|
|
|
|
|
/s/ Iain Ross
|
|
Iain Ross
|
|
Principal Executive Officer
|
|
|
|
|
|
/s/ Graham Robjohns
|
|
Graham Robjohns
|
|
Principal Financial Officer
|
|
a)
|
This Annual Report (Form 20-F) of Golar LNG Limited for the year ended December 31, 2017,
|
b)
|
Registration Statement (Form F-3 No. 333-219095) of Golar LNG Limited and in the related Prospectus, and
|
c)
|
Registration Statement (Form S-8 No. 333-221666) pertaining to Long-Term Incentive plan of Golar LNG Limited,
|