UNITED
STATES
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SECURITIES
AND EXCHANGE COMMISSION
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Washington,
D.C. 20549
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FORM
20-F
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(Mark
One)
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[ ]
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REGISTRATION
STATEMENT PURSUANT TO SECTION 12(b) OR (g)
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OF
THE SECURITIES EXCHANGE ACT OF 1934
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OR
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[X]
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ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d)
OF
THE SECURITIES EXCHANGE ACT OF 1934
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For
the fiscal year ended
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December 31, 2008
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OR
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[ ]
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TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d)
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OF
THE SECURITIES EXCHANGE ACT OF 1934
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For
the transition period from
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to
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OR
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[ ]
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SHELL
COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d)
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OF
THE SECURITIES EXCHANGE ACT OF 1934
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Date
of event requiring this shell company report
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Commission
file number
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000-50113
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Golar
LNG Limited
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(Exact
name of Registrant as specified in its charter)
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(Translation
of Registrant's name into English)
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Bermuda
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(Jurisdiction
of incorporation or organization)
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Par-la-Ville
Place, 14 Par-la-Ville Road, Hamilton, HM 08, Bermuda
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(Address
of principal executive offices)
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Georgina
Sousa, (1) 441 295 4705, (1) 441 295 3494
Par-la-Ville
Place, 14 Par-la-Ville Road, Hamilton, HM 08, Bermuda
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(Name,
Telephone, E-mail and/or Facsimile number and Address of Company Contact
Person)
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Securities
registered or to be registered pursuant to section 12(b) of the
Act.
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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
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NASDAQ
(GS)
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Securities
registered or to be registered pursuant to section 12(g) of the
Act.
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None
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(Title
of class)
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Securities
for which there is a reporting obligation pursuant to Section 15(d) of the
Act.
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None
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(Title
of class)
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Indicate
the number of outstanding shares of each of the issuer's classes of
capital or common stock as of the close of the period covered by the
annual report.
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67,576,866
Common Shares, par value $1.00 per share
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Indicate
by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act.
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Yes
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No
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X
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If
this report is an annual or transition report, indicate by check mark if
the registrant is not required to file reports pursuant to Section 13 of
15(d) of the Securities Exchange Act 1934.
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Yes
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No
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X
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Note-
Checking the box above will not relieve any registrant required to file
reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934 from their obligations under those Sections.
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Indicate
by check mark whether the registrant (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
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Yes
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No
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Indicate
by check mark whether the registrant has submitted electronically and
posted on its corporate Web site, if any, every Interactive Data File
required to be submitted and posted pursuant to Rule 405 of Regulation S-T
(§232.405 of this chapter) during the preceding 12 months (or for such
shorter period that the registrant was required to submit and post such
files).
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Yes
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X
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No
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Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer. See definition of
"accelerated filer and large accelerated filer" in Rule 12b-2 of the
Exchange Act. (Check
one).
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Large
accelerated filer
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Accelerated
filer
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X
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Non-accelerated
filer
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U.S.
GAAP
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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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X
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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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IDENTITY
OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
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2
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ITEM
2
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OFFER
STATISTICS AND EXPECTED TIMETABLE
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2
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ITEM
3.
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KEY
INFORMATION
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2
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ITEM
4.
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INFORMATION
ON THE COMPANY
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19 |
ITEM
4A.
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UNRESOLVED
STAFF COMMENTS
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36 |
ITEM
5.
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OPERATING
AND FINANCIAL REVIEW AND PROSPECTS
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36 |
ITEM
6.
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DIRECTORS,
SENIOR MANAGEMENT AND EMPLOYEES
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59 |
ITEM
7.
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MAJOR
SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
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62 |
ITEM
8.
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FINANCIAL
INFORMATION
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63 |
ITEM
9.
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THE
OFFER AND LISTING
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64 |
ITEM
10.
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ADDITIONAL
INFORMATION
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65 |
ITEM
11.
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QUANTITATIVE
AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
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71 |
ITEM
12.
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DESCRIPTION
OF SECURITIES OTHER THAN EQUITY SECURITIES
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72 |
PART
II
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ITEM
13.
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DEFAULTS,
DIVIDEND ARREARAGES AND DELINQUENCIES
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72 |
ITEM
14.
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MATERIAL
MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF
PROCEEDS
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72 |
ITEM
15.
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CONTROLS
AND PROCEDURES
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72 |
ITEM
16.
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RESERVED
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74 |
ITEM
16A.
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AUDIT
COMMITTEE FINANCIAL EXPERT
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74 |
ITEM
16B.
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CODE
OF ETHICS
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74 |
ITEM
16C.
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PRINCIPAL
ACCOUNTANT FEES AND SERVICES
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74 |
ITEM
16D.
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EXEMPTIONS
FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES
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75 |
ITEM
16E.
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PURCHASES
OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED
PURCHASERS
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75 |
ITEM
16F.
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CHANGE
IN REGISTRANT'S CERTIFYING ACCOUNTANT
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75 |
ITEM
16G.
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CORPORATE
GOVERNANCE
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75 |
PART
III
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ITEM
17.
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FINANCIAL
STATEMENTS
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76 |
ITEM
18.
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FINANCIAL
STATEMENTS
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76 |
ITEM
19.
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EXHIBITS
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77 |
ITEM
2. OFFER STATISTICS AND EXPECTED
TIMETABLE
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ITEM
3. KEY INFORMATION
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Fiscal Year Ended
December 31,
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2008
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2007
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2006
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2005
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2004
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(in
thousands of U.S. $, except number of shares, per common share data, fleet
and other financial data)
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Income
Statement Data:
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Total
operating revenues
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228,779 | 224,674 | 239,697 | 171,042 | 163,410 | |||||||||||||||
Gain
on sale of vessel/newbuilding
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78,108 | 41,088 | - | - | - | |||||||||||||||
Vessel
operating expenses (1)
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61,868 | 52,986 | 44,490 | 37,215 | 35,759 | |||||||||||||||
Voyage
and charter-hire expenses (2)
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33,126 | 10,763 | 9,582 | 4,594 | 2,561 | |||||||||||||||
Administrative
expenses
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17,815 | 18,645 | 13,657 | 12,219 | 8,471 | |||||||||||||||
Restructuring
costs
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- | - | - | 1,344 | - | |||||||||||||||
Depreciation
and amortization
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62,005 | 60,163 | 56,822 | 50,991 | 40,502 | |||||||||||||||
Impairment
of long-lived assets
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110 | 2,345 | - | - | - | |||||||||||||||
Gain
on sale of long-lived assets
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430 | - | - | - | - | |||||||||||||||
Operating
income
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132,393 | 120,860 | 115,146 | 64,679 | 76,117 | |||||||||||||||
Gain
on sale of available-for-sale securities
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- | 46,276 | - | - | - | |||||||||||||||
Net
financial expenses
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(132,761 | ) | (65,592 | ) | (52,156 | ) | (39,319 | ) | (25,304 | ) | ||||||||||
(Loss)
income before equity in net earnings of investees, income taxes and
minority interests
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(368 | ) | 101,544 | 62,990 | 25,360 | 50,813 | ||||||||||||||
Income
taxes and minority interests
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(7,215 | ) | (6,248 | ) | (8,306 | ) | (9,323 | ) | (7,995 | ) | ||||||||||
Equity
in net earnings (losses) of investees
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(2,406 | ) | 13,640 | 16,989 | 18,492 | 13,015 | ||||||||||||||
Gain
on sale of investee
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- | 27,268 | - | - | - | |||||||||||||||
Net
(loss) income
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(9,989 | ) | 136,204 | 71,673 | 34,529 | 55,833 | ||||||||||||||
(Loss)
earnings per common share
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||||||||||||||||||||
-
basic (3)
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(0.15 | ) | 2.09 | 1.09 | 0.53 | 0.85 | ||||||||||||||
-
diluted (3)
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(0.15 | ) | 2.07 | 1.05 | 0.50 | 0.84 | ||||||||||||||
Cash
dividends declared and paid per common share
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1.00 | 2.25 | - | - | - | |||||||||||||||
Weighted
average number of shares – basic (3)
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67,214 | 65,283 | 65,562 | 65,568 | 65,612 | |||||||||||||||
Weighted
average number of shares - diluted (3)
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67,214 | 65,715 | 65,735 | 65,733 | 65,797 | |||||||||||||||
Balance
Sheet Data (as of end of year):
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Cash
and cash equivalents
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56,114 | 185,739 | 56,616 | 62,227 | 51,598 | |||||||||||||||
Restricted
cash and short-term investments (4)
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60,352 | 52,106 | 52,287 | 49,448 | 41,953 | |||||||||||||||
Amounts
due from related parties
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538 | 712 | 778 | 17 | 294 | |||||||||||||||
Long-term
restricted cash (4)
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557,052 | 792,038 | 778,220 | 696,308 | 714,802 | |||||||||||||||
Equity
in net assets of non-consolidated investees
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30,924 | 14,023 | 97,255 | 65,950 | 48,869 | |||||||||||||||
Newbuildings
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- | - | 49,713 | 111,565 | 145,233 | |||||||||||||||
Vessels
and equipment, net
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668,141 | 659,018 | 669,639 | 533,008 | 371,867 | |||||||||||||||
Vessels
under capital lease, net
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893,172 | 789,558 | 796,186 | 676,036 | 706,516 | |||||||||||||||
Total
assets
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2,359,729 | 2,573,610 | 2,566,189 | 2,230,695 | 2,110,329 | |||||||||||||||
Current
portion of long-term debt
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71,395 | 80,037 | 72,587 | 67,564 | 66,457 | |||||||||||||||
Current
portion of obligations under capital leases
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6,006 | 5,678 | 5,269 | 2,466 | 2,662 | |||||||||||||||
Long-term
debt
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737,226 | 735,629 | 803,771 | 758,183 | 636,497 | |||||||||||||||
Long-term
obligations under capital leases (5)
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784,421 | 1,024,086 | 1,009,765 | 801,500 | 842,853 | |||||||||||||||
Minority
interest (6)
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41,688 | 36,983 | 32,436 | 27,587 | 26,282 | |||||||||||||||
Stockholders'
equity
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452,145 | 552,532 | 507,044 | 434,554 | 402,770 | |||||||||||||||
Common
shares outstanding (3)
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67,577 | 67,577 | 65,562 | 65,562 | 65,612 | |||||||||||||||
Fiscal Year Ended
December 31,
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||||||||||||||||||||
2008
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2007
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2006
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2005
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2004
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Cash
Flow Data:
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Net
cash provided by operating activities
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48,495 | 73,055 | 117,219 | 71,026 | 82,028 | |||||||||||||||
Net
cash (used in) provided by investing
activities activities
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(83,548 | ) | 224,435 | (268,993 | ) | (213,176 | ) | (356,113 | ) | |||||||||||
Net
cash (used in) provided by financing activities
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(94,572 | ) | (168,367 | ) | 146,163 | 152,779 | 207,800 | |||||||||||||
Fleet
Data (unaudited)
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Number
of vessels at end of year (7)
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14 | 12 | 12 | 10 | 9 | |||||||||||||||
Average
number of vessels during year (7)
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13 | 12 | 11.52 | 10 | 8.33 | |||||||||||||||
Average
age of vessels (years)
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13.9 | 14.7 | 13.7 | 15.3 | 15.9 | |||||||||||||||
Total
calendar days for fleet
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4,836 | 4,380 | 4,214 | 3,645 | 3,023 | |||||||||||||||
Total
operating days for fleet (8)
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4,466 | 3,732 | 3,845 | 2,976 | 2,660 | |||||||||||||||
Other
Financial Data (Unaudited):
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Adjusted
EBITDA (9)
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$ | 191,922 | $ | 268,207 | $ | 188,957 | $ | 134,162 | $ | 129,634 | ||||||||||
Average
daily time charter equivalent earnings (9)
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$ | 45,700 | $ | 51,000 | $ | 55,700 | $ | 46,200 | $ | 54,900 | ||||||||||
Average
daily vessel operating costs (10)
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$ | 12,793 | $ | 12,097 | $ | 10,558 | $ | 10,210 | $ | 11,800 |
(1)
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Vessel
operating expenses are the direct costs associated with running a vessel
including crew wages, vessel supplies, routine repairs, maintenance and
insurance. In addition, prior to the April 2005 reorganization
relating to the outsourcing of our day-to-day vessel management activities
to third party ship managers, vessel operating expenses also included an
allocation of overheads allocable to vessel operating
expenses.
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(2)
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The
majority of our vessels are operated under time charters. Under a time
charter, the charterer pays substantially all of the vessel voyage costs,
which are primarily fuel and port charges. However, we may
incur voyage related expenses when positioning or repositioning vessels
before or after the period of a time charter, during periods of commercial
waiting time or while off-hire during a period of
drydocking.
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Charter-hire
expense – refers to the charge for vessels chartered-in under operating
leases.
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(3)
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Basic
earnings per share is computed based on the income available to common
shareholders and the weighted average number of shares
outstanding. Treasury shares are not included in the
calculation. The computation of diluted earnings per share
assumes the conversion of potentially dilutive
instruments.
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(4)
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Restricted
cash and short-term investments consist of bank deposits, which may only
be used to settle certain pre-arranged loan or lease payments and deposits
made in accordance with our contractual obligations under our equity swap
line facilities. Please see the section of this annual report
entitled Item 5, "Operating and Financial Review and Prospects – Results
of Operations" for a discussion of our equity swap line
facilities.
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(5)
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We
have entered into eight lease financing arrangements, which are classified
as capital leases.
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(6)
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Minority
interest refers to a 40% ownership interest held by Chinese Petroleum
Corporation in the Golar
Mazo.
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(7)
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In
each of the periods presented above, except for 2008, we chartered-in two
vessels under short-term charters and we had a 60% ownership interest in
one of our vessels and a 100% ownership interest in our remaining
vessels.
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(8)
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The
operating days for our fleet is the total number of days in a given period
that the vessels were in our possession less the total number of days
off-hire. We define days off-hire as days spent on repairs,
drydockings, special surveys and vessel upgrades or during periods of
commercial waiting time during which we do not earn charter
hire.
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(9)
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Non-GAAP
Financial Measures
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Year
Ended December 31,
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||||||||||||||||||||
2008
|
2007
|
2006
|
2005
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2004
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(in
thousands of U.S.$)
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||||||||||||||||||||
Net
(loss) income
|
(9,989 | ) | 136,204 | 71,673 | 34,529 | 55,833 | ||||||||||||||
Depreciation
and amortization
|
62,005 | 60,163 | 56,822 | 50,991 | 40,502 | |||||||||||||||
Interest
income
|
(45,828 | ) | (54,906 | ) | (40,706 | ) | (35,653 | ) | (31,879 | ) | ||||||||||
Interest
expense
|
96,489 | 112,336 | 101,298 | 82,479 | 61,987 | |||||||||||||||
Other
financial items, net
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82,100 | 8,162 | (8,436 | ) | (7,507 | ) | (4,804 | ) | ||||||||||||
Income
taxes and minority interest
|
7,215 | 6,248 | 8,306 | 9,323 | 7,995 | |||||||||||||||
Adjusted
EBITDA
|
191,922 | 268,207 | 188,957 | 134,162 | 129,634 | |||||||||||||||
Year
Ended December 31,
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||||||||||||||||||||
2008
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2007
|
2006
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2005
|
2004
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(in
thousands of U.S.$, except number of days and
average
daily TCE)
|
||||||||||||||||||||
Total
operating revenues
|
228,779 | 224,674 | 239,697 | 171,042 | 163,410 | |||||||||||||||
Voyage
expenses
|
(24,483 | ) | (10,763 | ) | (9,582 | ) | (4,594 | ) | (2,561 | ) | ||||||||||
204,296 | 213,911 | 230,115 | 166,448 | 160,849 | ||||||||||||||||
Calendar
days less scheduled off-hire days
|
4,466 | 4,197 | 4,130 | 3,602 | 2,930 | |||||||||||||||
Average
daily TCE (to
the closest $100)
|
45,700 | 51,000 | 55,700 | 46,200 | 54,900 |
(10)
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We
calculate average daily vessel operating costs by dividing vessel
operating costs by the number of calendar
days.
|
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We
may be unable to retain our existing customers
if:
|
|
1.
|
our
customers are unable to make charter payments because of its financial
inability, disagreements with us or
otherwise;
|
|
2.
|
in
certain circumstances, our customers may exercise their right to terminate
their charters early, in the event
of:
|
|
a.
|
a
loss of the vessel or damage to it beyond
repair;
|
|
b.
|
a
default of our obligations under the charter, including prolonged periods
of off-hire;
|
|
c.
|
a
war or hostilities that would significantly disrupt the free trade of the
vessel;
|
|
d.
|
a
requisition by any governmental authority;
|
|
e.
|
with
respect to the Golar
Spirit, Golar
Winter and Golar
Freeze, upon six months' written notice at any time after the fifth
anniversary of the commencement of the charter, the charterers (Petrobras
and DUSUP) may exercise their option to terminate the charter upon payment
of a termination fee;
|
|
f.
|
with
respect to the Golar
Spirit and Golar
Winter, Petrobras may exercise its option to purchase each vessel
after a specified period of time;
or
|
|
g.
|
with
respect to the Golar
Winter and Golar
Freeze, the charterers may terminate the charters of either because
we fail to deliver the vessels on time or the vessels fail to satisfy
certain contractual performance requirements after
delivery.
|
|
3.
|
a
prolonged force majeure event affecting the customer, including damage to
or destruction of relevant production facilities, war or political unrest
which may prevent us from performing services for that
customer.
|
|
·
|
merge
into or consolidate with any other entity or sell or otherwise dispose of
all or substantially all of their
assets;
|
|
·
|
make
or pay equity distributions;
|
|
·
|
incur
additional indebtedness;
|
|
·
|
incur
or make any capital expenditure;
|
|
·
|
materially
amend, or terminate, any of our current charter contracts or management
agreements; or
|
|
·
|
charter
our vessels
|
|
·
|
Marine
disaster;
|
|
·
|
Piracy;
|
|
·
|
Environmental
accidents; and
|
|
·
|
Business
interruptions caused by mechanical failure, human error, war, terrorism,
political action in various countries, labor strikes, or adverse weather
conditions.
|
|
·
|
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
facility, LNG carrier or FSRU; and
|
|
·
|
labor
or political unrest affecting existing or proposed areas of LNG production
and regasification.
|
|
·
|
Following
the corporate restructuring you will hold an indirect ownership interest
in the Subsidiary. Your ownership interest will be diluted by the amount
our ownership interest is reduced in the Subsidiary. Because we
may sell shares of the Subsidiary in privately negotiated transactions,
the prices at which we sell these shares will vary and these variations
may be significant. Purchasers of the shares we sell, as well
as our existing shareholders, will experience significant dilution if we
sell shares at prices significantly below the equivalent price at which
they invested.
|
|
·
|
The
Subsidiary may issue additional common shares or we may sell all or part
of our holdings in the Subsidiary further diluting your indirect ownership
interest in the Subsidiary.
|
|
·
|
Conflicts
of interest may arise between the minority shareholders and us, the
majority shareholder.
|
|
·
|
The
amount of cash available for paying dividends may
decrease.
|
|
·
|
The
market price of our common shares may
decrease.
|
|
·
|
In July 2008, we invested an initial sum of $22.0 million
in a (50:50) Dutch Antilles incorporated joint venture named Bluewater
Gandria N.V., or Bluewater Gandria, with Bluewater Energy Services B.V.,
or Bluewater, formed for the purposes of pursuing opportunities to develop
offshore LNG FSRU projects. The initial equity investment was used
to acquire a 1977 built LNG carrier, the Gandria, for conversion
and use as a FSRU.
|
|
·
|
In
2006, we purchased 23 million shares in LNGL, an Australian publicly
listed company, for a consideration of $8.6 million, making us LNGL's
largest shareholder. As of December 31, 2008, we had a 16%
interest.
|
|
·
|
In
November 2006, we invested $5.0 million to purchase a 20% interest in
OLT-O, an Italian unincorporated company involved in the construction,
development, operation and maintenance of a FSRU. As of
December 31, 2008, we had a 2.7%
interest.
|
|
·
|
Costs: Technological
advances and economies of scale have lowered capital expenditure
requirements.
|
|
·
|
Environmental: Natural
gas is a clean-burning fuel. It produces less carbon dioxide and other
pollutants and particles per unit of energy production than coal, fuel oil
and other common hydrocarbon fuel
sources.
|
|
·
|
Demand from Power
Generation: According to the IEA, natural gas is the
fastest growing fuel source for electricity generation worldwide
accounting for around 30 - 40% of the total incremental growth in
world-wide natural gas consumption.
|
|
·
|
Market
Deregulation: Deregulation of the gas and electric power
industry in the United States, Europe and Japan, has resulted in new
entrants and an increased market for natural
gas.
|
|
·
|
Significant Natural Gas
Reserves: Approximately half of the world's remaining
hydrocarbon reserves are natural gas. As of end of 2007
reserves of natural gas were estimated at approximately 6.26 trillion
cubic feet (tcf) or more than 60 times the 100 tcf of natural gas produced
worldwide in 2004.
|
|
·
|
Emerging
economies: Projected average increases in emerging
economies consumption of natural gas of up to 4.1% per year up to 2025 has
recently been forecast by the IEA as compared to 2.3% per annum average
growth for transitional economies and 0.6% per annum for mature
economies.
|
|
·
|
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.
|
Moss
System
|
Membrane
System
|
|
LNG
Regasification Terminals
|
|
·
|
permanently
located offshore;
|
|
·
|
permanently
alongside (with LNG transfer being either directly ship to ship or over a
jetty);
|
|
·
|
shuttle
carrier with regasification and discharge offshore (sometimes referred to
as energy bridge); and
|
|
·
|
shuttle
carrier with alongside discharge.
|
|
·
|
Operational excellence:
We are an experienced and professional provider of LNG shipping
that places value on operating to the highest industry standards of
safety, reliability and environmental
performance.
|
|
·
|
Customer relationships:
Our success is directly linked to the service and value we deliver to our
customers. Our customers and partners include some of the biggest
participants in the LNG market: BG Group, Pertamina, Royal Dutch Shell
(Shell) and Petrobras.
|
|
·
|
Secure cash flow: 10 of
our fleet of 13 vessels and a 50% equity interest in the Gandria are on, or are
contracted to start, medium-term or long-term charters, which, provides a
relatively secure and stable cash flow and a financial platform for us to
grow and expand.
|
|
·
|
LNG shipping experience:
We have more than 30 years of experience of operating LNG
ships. Our crewing activities are managed by three
internationally recognized third party ship managers which all have access
to a large pool of experienced LNG
crew.
|
|
·
|
Technical and
Commercial experience and expertise: With our existing assets,
extensive experience and significant technical and commercial expertise we
are able to quickly take advantage of market opportunities as they arise
and offer innovative solutions to our customers'
needs.
|
|
·
|
FSRU leadership
position: We believe that our experience in converting the first
FSRU from an LNG carrier provides us a first mover advantage in securing
future FSRU opportunities.
|
|
·
|
Relationship with the
Fredriksen Group. We believe there are opportunities for
meaningful operational and relationship-based synergies with members of
the Fredriksen Group. For example, there are technical
similarities between the floating production storage and offloading (FPSO)
systems developed by Frontline Limited and the FSRU system developed by us
which has enabled us to make use of a common pool of engineering
talent. Furthermore, we have benefited in our dealings with
shipbuilders and customers due to our affiliation with the Fredriksen
Group.
|
Vessel
Name
|
Year
of
Delivery
|
Capacity
cbm.
|
Flag
|
Type
|
Charterer
|
Current
Charter Expiration
|
Charter
Extension Options
|
||||||||||||
Hilli
|
1975
|
125,000 |
MI
|
Moss
|
n/a
|
(1) | |||||||||||||
Gimi
|
1976
|
125,000 |
UK
|
Moss
|
BG
|
2010
|
|||||||||||||
Golar
Freeze
|
1977
|
125,000 |
UK
|
Moss/FSRU(2)
|
Chartered
to BG until June 2009. Thereafter chartered to DUSUP upon conversion
to an FSRU which we expect to be completed in the second quarter of
2010.
|
2020
|
Terms
extending up to 2025
|
||||||||||||
Khannur
|
1977
|
125,000 |
UK
|
Moss
|
BG
|
2010
|
|||||||||||||
Golar
Spirit
|
1981
|
128,000 |
MI
|
Moss/FSRU
|
Chartered
to Petrobras as an FSRU.
|
2018
|
An
three-year term and an additional two-year term
|
||||||||||||
Golar
Mazo (3)
|
2000
|
135,000 |
LIB
|
Moss
|
Pertamina
|
2017
|
Two
additional five-year terms
|
||||||||||||
Methane
Princess
|
2003
|
138,000 |
UK
|
Membrane
|
BG
|
2024
|
Two
additional five-year terms
|
||||||||||||
Golar
Winter
|
2004
|
138,000 |
MI
|
Membrane/
FSRU
|
Commenced
its long-term charter with Petrobras as an FSRU in early July 2009,
subject to the successful completion of performance test runs scheduled
for the second half of July 2009.
|
2019
|
|||||||||||||
Gracilis
|
2005
|
140,000 |
MI
|
Membrane
|
Shell
|
2011
|
|||||||||||||
Grandis
|
2006
|
145,700 |
IOM
|
Membrane
|
Shell
|
2011
|
|
||||||||||||
Granosa
|
2006
|
145,700 |
MI
|
Membrane
|
Shell
|
2011
|
|
||||||||||||
Golar
Arctic
(formerly
known
as the Granatina)
|
2003
|
140,000 |
MI
|
Membrane
|
Spot
Trading
|
n/a
|
|
||||||||||||
Ebisu
(4)
|
2008
|
145,000 |
BAH
|
Moss
|
Spot
Trading
|
n/a
|
|||||||||||||
Gandria
(5)
|
1977
|
126,000 |
NIS
|
Moss
|
n/a
|
(1) |
n/a
|
(1)
|
Currently,
the Hilli and
Gandria are
layed-up in Labuan, Malaysia.
|
(2)
|
In
2008 we entered into an agreement to convert the Golar Freeze into a
FSRU. Following its delivery to us in the second quarter of
2010, the Golar
Freeze is scheduled to commence a 10-year time charter with
DUSUP.
|
(3)
|
We
have a 60% ownership interest in the Golar Mazo with the
remaining 40% owned by Chinese Petroleum
Corporation.
|
(4)
|
In
October 2008, we chartered-in the Ebisu under a two-year
time charter party.
|
(5)
|
In
connection with our joint venture Bluewater Gandria we have a 50% equity
interest in the Gandria with the
remaining 50% owned by Bluewater.
|
|
·
|
natural
resource damages and related assessment
costs;
|
|
·
|
real
and personal property damages;
|
|
·
|
net
loss of taxes, royalties, rents, profits or earnings
capacity;
|
|
·
|
net
cost of public services necessitated by a spill response, such as
protection from fire, safety or health hazards;
and
|
|
·
|
loss
of subsistence use of natural
resources.
|
|
·
|
on-board
installation of ship security alert systems, which do not sound on the
vessel but only alerts 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 and of 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
|
|
·
|
to
comply with flag state security certification
requirements.
|
|
·
|
The Golar
Spirit, the Golar Winter and the Golar Freeze will be operated in a
substantially different manner. Until November 2006, the
Golar Spirit
operated under a long-term time charter with Pertamina, which generated
$25.5 million of total operating revenue for the year ended December 31,
2006. The Golar Spirit operated
in the spot market under short-term time charters at significantly lower
rates from November 2006 until October 2007. In October 2007,
the Golar Spirit
entered the shipyard to undergo retrofitting for FSRU service, which
completed in June 2008. While in the shipyard, the Golar Spirit did not
generate any revenue. In July 2008, the Golar Spirit commenced
FSRU service under its long-term charter with
Petrobras.
|
|
·
|
FSRU
operating expenses will be higher than the operating expenses for LNG
carriers and will increase our exposure to foreign exchange
rates. Our historical operating expenses reflect the
operation of the Golar
Spirit (until the commencement of its FSRU service in July 2008),
the Golar Winter
and the Golar
Freeze as LNG carriers. Following the completion of
their retrofitting and operation as FSRUs, we expect to incur higher
operating expenses on average with respect to their operation as FSRUs
compared to conventional LNG vessels. We expect these increased
operating expenses to be offset by increased charter hire
revenues. In addition, the majority of our expenses and
revenues have in the past been denominated in U.S.
Dollars. Under the Petrobras charters, we will incur a portion
of our expenses and receive a portion of our revenues in Brazilian Reais
and, therefore, we expect to have increased exposure to foreign exchange
rates.
|
|
·
|
We expect
continued inflationary pressure on crew costs. Due to
the specialized nature of operating LNG carriers and FSRUs, the increase
in size of the worldwide LNG carrier fleet and the limited pool of
qualified officers, we believe that crewing and labor related costs will
continue to experience increases.
|
|
·
|
We expect
to incur additional Brazilian taxes in connection with our operation of
the FSRUs in Brazil. Our operation of the Golar Spirit and the
Golar Winter will
result in our being subject to Brazilian taxes on the revenue we receive
under the operation and services agreement with Petrobras. For
the year ended December 31, 2008, we incurred $0.8 million of Brazilian
taxes in connection with the commencement of the Golar Spirit FSRU
charter in July 2008.
|
|
·
|
Sale of the
Golar Frost to OLT Offshore LNG Toscana in 2008 and the immediate charter
back of the vessel until the end of May 2009. We sold
the Golar Frost,
for $231.0 million, recognizing a gain of $78.1 million in July
2008. We immediately chartered back the vessel on a short-term
time charter until its redelivery to OLT-O at the end of May
2009.
|
|
·
|
Investment
in projects. We are continuing to invest in and develop
our various projects, the costs we have incurred historically may not be
indicative of future costs.
|
|
·
|
the
number of vessels in our fleet, including our ability to make delivery of
the Golar Freeze
on its scheduled delivery date;
|
|
·
|
whether
Petrobras exercises its options to acquire the Golar Spirit or the
Golar Winter and,
if so, whether we can effectively redeploy the proceeds from any such
exercise;
|
|
·
|
whether
Petrobras exercises its option to terminate the Golar Spirit or the
Golar Winter
charters upon payment of a termination
fee;
|
|
·
|
whether
DUSUP exercises its option to terminate the Golar Freeze charter
upon payment of a termination fee;
|
|
·
|
our
ability to maintain good relationships with our five key existing
customers (including Petrobras) and to increase the number of our customer
relationships;
|
|
·
|
increased
demand for LNG shipping services, including FSRU services, and in
connection with this is the underlying demand and supply for natural gas
and specifically LNG;
|
|
·
|
the
success or failure of the LNG infrastructure projects that we are working
on or may work on in the future;
|
|
·
|
our
ability to successfully employ our vessels at economically attractive
rates, as our charters expire or are otherwise
terminated;
|
|
·
|
our
ability to obtain debt financing in respect of our capital commitments in
the current difficult credit
markets;
|
|
·
|
the
effective and efficient technical management of our
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. This includes changes in the number of new 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.
|
|
·
|
the
hire rate earned by our vessels and unscheduled off-hire
days;
|
|
·
|
non-utilization
for vessels not subject to fixed rate
charters;
|
|
·
|
pension
and share option expense;
|
|
·
|
mark-to-market
charges in interest rate, equity swaps and foreign currency
derivatives;
|
|
·
|
foreign
currency exchange gains and losses;
|
|
·
|
our
access to capital required to acquire additional vessels and/or to
implement our business strategy;
|
|
·
|
the
performance of our equity
interests;
|
|
·
|
increased
crewing costs; and
|
|
·
|
our
level of debt and the related interest expense and amortization of
principal.
|
Inflation
and Cost Increases
|
|
·
|
The
Golar Mazo's
charter provides for operating cost and insurance cost pass-throughs and
so we will be protected from the impact of the vast majority of such
increases.
|
|
·
|
The
Methane Princess'
charter provides that the operating cost component of the charter hire
rate, established at the beginning of the charter, will increase by a
fixed percentage per annum, except for insurance, which is covered at
cost.
|
|
·
|
Under
the OSAs for both the Golar Spirit and the
Golar Winter, the
hire amounts are payable in Brazilian Reais. The hire payable
under the OSAs covers all vessel operating expenses, other than drydocking
and insurance which are covered under the Time Charter
Party. The hire amounts payable under the OSAs were established
between the parties at the time the charter was entered into and will be
increased based on a specified mix of consumer price and U.S. Dollar
foreign exchange rate indices on an annual
basis.
|
|
·
|
the
acquisition of the Golar
Arctic (formerly known as the Granatina) in January
2008 and the delivery of two newbuildings, the Grandis in January 2006
and the Granosa
in June 2006;
|
|
·
|
the
gain on disposal of the Golar Frost in 2008 and
our newbuilding DSME Hull 2244 in 2007, realizing a gain of
$78.1 million and $41.1 million,
respectively;
|
|
·
|
the
disposal of our entire equity interest in Korea Line in 2007 resulting in
an aggregate gain of $73.6 million and a corresponding decrease in its
contribution to equity in net earnings of
investees;
|
|
·
|
our
vessels not on long-term charters affected by commercial waiting
time. During 2008, the Golar Frost (which was
sold in July 2008, was immediately chartered back on a short-term time
charter), Golar
Winter and Golar
Arctic all operated in the spot market; and the Hilli was in
lay-up. Also the three vessels on five-year charters with
Shell; the Grandis, Gracilis and Granosa, ("Shell
vessels") are subject to variable (market) charter rates and commercial
waiting. However, in March 2007, the Gracilis commenced a
three-year sub charter at a fixed rate, as part of the Shell charter
arrangement;
|
|
·
|
lease
finance and arrangements that we have
entered;
|
|
·
|
the
movement in mark-to-market valuations of our derivative instruments and
the impact of the adoption of hedge accounting, effective from October 1,
2008 for certain of our interest rate swap derivatives;
and
|
|
·
|
share
options expense.
|
(in
thousands of $)
|
2008
|
2007
|
Change
|
Change
|
||||||||||||
Total
operating revenues
|
228,779 | 224,674 | 4,105 | 2 | % | |||||||||||
Voyage
and charter-hire expenses
|
(33,126 | ) | (10,763 | ) | (22,363 | ) | (208 | %) |
|
·
|
the
addition to the fleet of the Golar
Arctic acquired in January 2008 and the charter-in of the
Ebisu under
a two year charter in October 2008;
|
|
·
|
the
commencement of the Golar Spirit's 10-year
charter with Petrobras in July 2008, pursuant to its redelivery from the
shipyard on completion of its FSRU retrofitting in June
2008. The Golar Spirit first
entered the shipyard for conversion in October
2007.
|
|
·
|
off-hire
time incurred by the Golar Winter upon
entering the shipyard at the end of September 2008 for its FSRU
retrofitting until its redelivery to us in May
2009;
|
|
·
|
an
overall decline in charter rates and lower utilization levels of our
vessels trading on the spot market or in lay-up in 2008 (the Golar Frost, Golar Winter, Golar Arctic, the Ebisu and the Hilli), including our
vessels operating under the Shell five-year charters subject to variable
(market) charter rates and commercial waiting time (the Grandis, Granosa and
Gracilis).
The total operating revenues generated by these vessels in 2008 were
$103.9 million as compared to $139.4 million in
2007.
|
2008
|
2007
|
Change
|
Change
|
|||||||||||||
Calendar
days less scheduled off-hire days
|
4,466 | 4,197 | 639 | 15 | % | |||||||||||
Average
daily TCE (to the closest $100)
|
$ | 45,700 | $ | 51,000 | $ | (5,300 | ) | (10 | %) |
(in
thousands of $)
|
2008
|
2007
|
Change
|
Change
|
||||||||||||
Gain
on sale of vessel/ newbuilding
|
78,108 | 41,088 | 37,020 | 90 | % |
(in
thousands of $, except for average daily vessel operating
costs)
|
2008
|
2007
|
Change
|
Change
|
||||||||||||
Vessel
operating expenses
|
61,868 | 52,986 | 8,882 | 17 | % | |||||||||||
Average
daily vessel operating costs
|
12,793 | 12,097 | 696 | 6 | % |
(in
thousands of $)
|
2008
|
2007
|
Change
|
Change
|
||||||||||||
Administrative
expenses
|
17,815 | 18,645 | (830 | ) | (4 | %) |
|
·
|
a
decrease of $2.9 million in the charge relating to employee share options.
For further detail please see the section of this annual report
entitled Item 18, "Consolidated Financial Statements: Note 26 –
Share Capital and Share Options."
|
|
·
|
an
increase of $0.9 million in salary and related expenses mainly due to the
depreciation of GBP against the U.S. dollar, an increase in employee
numbers and higher pension costs;
|
|
·
|
higher
property related expenses, which increased by $0.5 million in 2008,
arising from the relocation to new offices in London at the end of
2008. This includes the effect of a provision for the rental
costs of our former office space until the end of its lease in mid 2009;
and
|
|
·
|
higher
legal and professional costs mainly relating to a higher level of
commercial activity.
|
(in
thousands of $)
|
2008
|
2007
|
Change
|
Change
|
||||||||||||
Depreciation
and amortization
|
62,005 | 60,163 | 1,842 | 3 | % |
(in
thousands of $)
|
2008
|
2007
|
Change
|
Change
|
||||||||||||
Impairment
of long-lived assets
|
110 | 2,345 | (2,235 | ) | (95 | %) | ||||||||||
Gain
on sale of long-lived assets
|
430 | - | 430 | N/a |
(in
thousands of $)
|
2008
|
2007
|
Change
|
Change
|
||||||||||||
Interest
income from capital lease restricted cash deposits
|
42,869 | 47,944 | (5,075 | ) | (11 | %) | ||||||||||
Other
interest income
|
2,959 | 6,962 | (4,003 | ) | (57 | %) | ||||||||||
Interest
Income
|
45,828 | 54,906 | (9,078 | ) | (17 | %) | ||||||||||
Capital
lease interest expense
|
(53,157 | ) | (60,690 | ) | 7,533 | 12 | % | |||||||||
Other
debt related interest expense
|
(43,332 | ) | (51,646 | ) | 8,314 | 16 | % | |||||||||
Interest
Expense
|
(96,489 | ) | (112,336 | ) | 15,847 | 14 | % | |||||||||
Mark-to-market
adjustments for interest swap derivatives
|
(30,459 | ) | (13,689 | ) | (16,770 | ) | (123 | %) | ||||||||
Net
foreign currency adjustments for re-translation of lease related balances
and mark-to-market adjustments for the Winter lease related currency swap
derivative
|
(7,964 | ) | 350 | (8,314 | ) | (2,375 | %) | |||||||||
Mark-to-market
adjustments for foreign currency derivatives (excluding the Winter lease
related currency swap derivative)
|
(9,520 | ) | - | (9,520 | ) | N/a | ||||||||||
Mark-to-market
adjustments for equity swap derivatives including gain on
termination
|
(8,748 | ) | 7,438 | (16,186 | ) | (218 | %) | |||||||||
Fixed-rate
debt settlement costs
|
(8,998 | ) | - | (8,998 | ) | N/a | ||||||||||
Finance
transaction-related costs previously capitalized
|
(4,189 | ) | - | (4,189 | ) | N/a | ||||||||||
Other
than temporary impairment of available-for-sale securities
|
(1,871 | ) | - | (1,871 | ) | N/a | ||||||||||
Other
|
(10,351 | ) | (2,261 | ) | (8,090 | ) | (358 | %) | ||||||||
Other
Financial Items, net
|
(82,100 | ) | (8,162 | ) | (73,938 | ) | (906 | %) |
(in
thousands of $)
|
2008
|
2007
|
Change
|
Change
|
||||||||||||
Minority
interest
|
6,705 | 6,547 | 158 | 2 | % | |||||||||||
Income
taxes
|
510 | (299 | ) | 809 | 270 | % |
(in
thousands of $)
|
2008
|
2007
|
Change
|
Change
|
||||||||||||
Share
of net earnings in Korea Line
|
- | 14,922 | (14,922 | ) | (100 | %) | ||||||||||
Share
of losses in other investees
|
(2,406 | ) | (1,282 | ) | (1,124 | ) | (87 | %) | ||||||||
Equity
in net earnings of investees
|
(2,406 | ) | 13,640 | (16,046 | ) | (118 | %) | |||||||||
Gain
on sale of available-for-sale securities
|
- | 46,276 | (46,276 | ) | (100 | %) | ||||||||||
Gain
on sale of investee
|
- | 27,268 | (27,268 | ) | (100 | %) |
(in
thousands of $)
|
2007
|
2006
|
Change
|
Change
|
||||||||||||
Total
operating revenues
|
224,674 | 239,697 | (15,023 | ) | (6 | %) | ||||||||||
Voyage
expenses
|
(10,763 | ) | (9,582 | ) | 1,181 | 12 | % |
2007
|
2006
|
Change
|
Change
|
|||||||||||||
Calendar
days less scheduled off-hire days
|
4,197 | 4,130 | 67 | 2 | % | |||||||||||
Average
daily TCE
|
$ | 51,000 | $ | 55,700 | $ | (4,700 | ) | (8 | %) |
(in
thousands of $)
|
2007
|
2006
|
Change
|
Change
|
||||||||||||
Gain
on sale of newbuilding
|
41,088 | - | 41,088 | N/a |
(in
thousands of $, except for average daily vessel operating
costs)
|
2007
|
2006
|
Change
|
Change
|
||||||||||||
Vessel
operating expenses
|
52,986 | 44,490 | 8,496 | 19 | % | |||||||||||
Average
daily vessel operating costs
|
12,097 | 10,558 | 1,539 | 15 | % |
(in
thousands of $)
|
2007
|
2006
|
Change
|
Change
|
||||||||||||
Administrative
expenses
|
18,645 | 13,657 | 4,988 | 37 | % |
(in
thousands of $)
|
2007
|
2006
|
Change
|
Change
|
||||||||||||
Depreciation
and amortization
|
60,163 | 56,822 | 3,341 | 6 | % |
(in
thousands of $)
|
2007
|
2006
|
Change
|
Change
|
||||||||||||
Impairment
of long-lived assets
|
2,345 | - | 2,345 | N/a |
(in
thousands of $)
|
2007
|
2006
|
Change
|
Change
|
Interest
income from capital lease restricted cash deposits
|
47,944
|
36,891
|
11,053
|
30%
|
Other
interest income
|
6,962
|
3,815
|
3,147
|
83%
|
Interest
Income
|
54,906
|
40,706
|
14,200
|
35%
|
Capital
lease interest expense
|
(60,690)
|
(50,375)
|
(10,315)
|
21%
|
Other
debt related interest expense
|
(51,646)
|
(50,923)
|
(723)
|
1%
|
Interest
Expense
|
(112,336)
|
(101,298)
|
(11,038)
|
11%
|
Mark-to-market
adjustments for interest swap derivatives
|
(13,689)
|
5,921
|
(19,610)
|
331%
|
Net
foreign currency adjustments for re-translation of lease related balances
and mark-to-market adjustments for lease related currency swap
derivatives
|
350
|
3,187
|
(2,837)
|
(89%)
|
Mark-to-market
adjustments for equity swap derivative including gain on
termination
|
7,438
|
(777)
|
8,215
|
(1,057%)
|
Natural
gas forward contract
|
386
|
2,045
|
(1,659)
|
(81%)
|
Other
|
(2,647)
|
(1,940)
|
(707)
|
(36%)
|
Other
Financial Items, net
|
(8,162)
|
8,436
|
(16,598)
|
(197%)
|
(in
thousands of $)
|
2007
|
2006
|
Change
|
Change
|
||||||||||||
Minority
interest
|
6,547 | 7,049 | (502 | ) | (7 | %) | ||||||||||
Income
taxes
|
(299 | ) | 1,257 | (1,556 | ) | (124 | %) |
(in
thousands of $)
|
2007
|
2006
|
Change
|
Change
|
||||||||||||
Share
of net earnings in Korea Line
|
14,922 | 17,360 | (2,438 | ) | (14 | %) | ||||||||||
Share
of losses in other investees
|
(1,282 | ) | (371 | ) | (911 | ) | 246 | % | ||||||||
Equity
in net earnings of investees
|
13,640 | 16,989 | (3,349 | ) | (20 | %) | ||||||||||
Gain
on sale of available-for-sale securities
|
46,276 | - | 46,276 | N/a | ||||||||||||
Gain
on sale of investee
|
27,268 | - | 27,268 | N/a |
Year
Ended December 31,
|
||||||||||||
2008
|
2007
|
2006
|
||||||||||
(in
millions of U.S.$)
|
||||||||||||
Net
cash provided by operating activities
|
48.5 | 73.1 | 117.2 | |||||||||
Net
cash (used in) provided by investing activities
|
(83.5 | ) | 224.4 | (269.0 | ) | |||||||
Net
cash (used in) provided by financing activities
|
(94.6 | ) | (168.4 | ) | 146.2 | |||||||
Net
(decrease) increase in cash and cash equivalents
|
(129.6 | ) | 129.1 | (5.6 | ) | |||||||
Cash
and cash equivalents at beginning of year
|
185.7 | 56.6 | 62.2 | |||||||||
Cash
and cash equivalents at end of year
|
56.1 | 185.7 | 56.6 |
|
·
|
Additions
to vessels and equipment of $322 million comprising the acquisition of the
Golar Arctic for
consideration of $185 million with the balance relating primarily to
payments in respect of our various FSRU conversion
projects;
|
|
·
|
Contribution
of $22 million to our equity method investment, Bluewater Gandria, for the
purpose of acquiring a vessel, the Gandria;
|
|
·
|
Proceeds
of $231 million from the sale of the Golar
Frost;
|
|
·
|
Release
of $46.6 million from our deposits held as security for our capital lease
obligations mainly in recognition of the additional security afforded to
the lessors from our entry into long-term charters with the respective
vessels.
|
Year
ending December 31,
|
||||
(in
millions of U.S.$)
|
||||
2009
|
71.4 | |||
2010
|
74.5 | |||
2011
|
110.3 | |||
2012
|
52.8 | |||
2013
|
45.7 | |||
2014
and thereafter
|
453.9 | |||
808.6 |
Year
ending December 31,
|
Five
ship Leases
|
Methane
Princess
Lease
|
Golar
Winter
Lease
|
Grandis
Lease
|
Total
|
|||||||||||||||
(in
thousands of U.S.$)
|
||||||||||||||||||||
2009
|
24,214 | 6,028 | 9,410 | 9,324 | 48,976 | |||||||||||||||
2010
|
24,596 | 6,279 | 9,410 | 9,324 | 49,609 | |||||||||||||||
2011
|
25,826 | 6,533 | 9,410 | 9,324 | 51,093 | |||||||||||||||
2012
|
27,117 | 6,784 | 9,410 | 9,324 | 52,635 | |||||||||||||||
2013
|
28,473 | 7,064 | 9,410 | 9,324 | 54,271 | |||||||||||||||
2014
and thereafter
|
522,428 | 258,857 | 174,082 | 221,881 | 1,177,248 | |||||||||||||||
Total
minimum lease payments
|
652,654 | 291,545 | 221,132 | 268,501 | 1,433,832 | |||||||||||||||
Less:
Imputed interest
|
(265,234 | ) | (154,502 | ) | (100,564 | ) | (123,105 | ) | (643,405 | ) | ||||||||||
Present
value of minimum lease payments
|
387,420 | 137,043 | 120,568 | 145,396 | 790,427 |
(in millions of U.S.
$)
|
July 10,
2009
|
December
31, 2008
|
||||||
2009
|
80.6 | 97.2 | ||||||
2010
|
29.1 | 30.6 | ||||||
109.7 | 127.8 |
|
Capital
Leases
|
(in
millions of U.S.$)
|
Total
Obligation
|
Due
in 2009
|
Due
in 2010 - 2011
|
Due
in
2012
– 2013
|
Due
Thereafter
|
|||||||||||||||
Long-Term
Debt (1)
|
808.6 | 71.4 | 184.8 | 98.5 | 453.9 | |||||||||||||||
Interest
Commitments on Long-Term Debt (2)
|
172.2 | 34.3 | 52.7 | 41.2 | 44.0 | |||||||||||||||
Capital Lease Obligations
(3)
|
790.4 | 5.3 | 16.2 | 24.6 | 744.3 | |||||||||||||||
Interest
Commitments on Capital Lease Obligations
|
643.4 | 43.6 | 84.6 | 82.3 | 432.9 | |||||||||||||||
Operating
Lease Obligations
|
33.9 | 20.2 | 12.7 | 1.0 | - | |||||||||||||||
Purchase
Obligations:
|
||||||||||||||||||||
FSRU
Conversion (4)
|
127.8 | 97.2 | 30.6 | - | - | |||||||||||||||
Egyptian
Venture (5)
|
3.7 | 3.7 | - | - | - | |||||||||||||||
Other
Long-Term Liabilities (6)
|
- | - | - | - | - | |||||||||||||||
Total
|
2,580.0 | 275.7 | 381.6 | 247.6 | 1,675.1 |
|
(1)
|
As
of December 31, 2008, taking into account the hedging effect of our
interest rate swaps, $304.1 million of our long-term debt and capital
lease obligations (net of restricted cash deposits), was floating rate
debt, which accrued interest based on USD
LIBOR.
|
|
(2)
|
Our
interest commitment on our long-term debt is calculated based on an
assumed average USD LIBOR of 2.9% and taking into account our various
margin rates and interest rate swaps associated with each
debt.
|
|
(3)
|
In
the event of any adverse tax rate changes or rulings our lease obligations
could increase significantly (see discussion above under "Capital Lease
Obligations").
|
|
(4)
|
This
refers to the contracted costs for the retrofitting of the Golar Winter and the
Golar Freeze into
FSRUs. As at December 31, 2008, we had a contract with Keppel Shipyard for
the conversion of the Golar Winter and with
other suppliers for equipment and engineering for the conversion of both
the Golar Winter
and Golar Freeze
into FSRUs. In April 2008, we entered into a time charter
agreement with DUSUP, which requires the conversion of the Golar Freeze into a
FSRU. Accordingly, as of December 31, 2008, the Company had a
commitment to incur costs in connection with the retrofit of the Golar Freeze into a
FSRU, the costs of which are included
above.
|
|
(5)
|
In
December 2005, we signed a shareholders' agreement in connection with the
setting up of a jointly owned company named Egyptian Company for Gas
Services S.A.E ("ECGS"), established to develop hydrocarbon business and
in particular LNG related business in Egypt. As at December 31,
2008, we were committed to subscribe for common shares in ECGS for a
further consideration of $3.7 million payable within three years of
incorporation, at dates to be determined by ECGS's board of
directors.
|
Furthermore, as at December 31, 2008, 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 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. |
|
(6)
|
Our
Consolidated Balance Sheet as of December 31, 2008, includes $77.2 million
classified as "Other long-term liabilities" of which $47.7 million
represents deferred credits related to our capital lease transactions and
$28.8 million represents liabilities under our pension plans. These
liabilities have been excluded from the above table as the timing and/or
the amount of any cash payment is uncertain. See Note 25 of the
Consolidated Financial Statements for additional information regarding our
other long-term liabilities.
|
Name
|
Age
|
Position
|
John
Fredriksen
|
65
|
Chairman
of the Board, President and Director
|
Tor
Olav Trøim
|
46
|
Deputy
Chairman of the Board, Vice-President and Director
|
Kate
Blankenship
|
44
|
Director
and Audit Committee member
|
Frixos
Savvides
|
57
|
Director
and Audit Committee member
|
Hans
Petter Aas
|
63
|
Director
|
Katherine
Fredriksen
|
25
|
Director
|
Georgina
Sousa
|
59
|
Company
Secretary
|
Gary
Smith
|
53
|
Chief
Executive Officer of Golar Management
|
Graeme
McDonald
|
52
|
Chief
Technical Officer of Golar Management
|
Graham
Robjohns
|
44
|
Chief
Financial Officer of Golar Management
|
Jan
Flatseth
|
65
|
Chief
Operating Officer of Golar Management
|
Director or Officer
|
Common Shares of
$1.00 each
|
Percentage
of Common Shares
Outstanding
|
John
Fredriksen*
|
31,230,900
|
46.17%
|
Kate
Blankenship
|
**
|
**
|
Graham
Robjohns
|
**
|
**
|
* |
Mr.
Fredriksen does not own any of our shares directly. The
shares beneficially owned by Mr. Fredriksen are held by World Shipholding
Ltd. World Shipholding Ltd. is wholly-owned by Greenwich Holdings
Limited, which is, in turn, indirectly controlled by Mr. Fredriksen.
Please see the section of this annual report entitled Item 7. "Major
Shareholders and Related Party Transactions."
|
**
|
Less
than one %
|
Director or Officer
|
Number
of Common
Shares Subject to Option
|
Exercise
Price per
Ordinary Share
|
Expiration Date
|
John
Fredriksen
|
500,000
|
$5.75
- $11.55
|
2011
|
Tor
Olav Trøim
|
250,000
|
$5.75
- $11.55
|
2011
|
Frixos
Savvides
|
75,000
|
$11.55
|
2011
|
Kate
Blankenship
|
75,000
|
$11.55
|
2011
|
Graeme
McDonald
|
103,000
|
$11.55
- $17.70
|
2011
- 2013
|
Graham
Robjohns
|
231,250
|
$11.55
- $23.13
|
2011
- 2013
|
Gary
Smith
|
450,000
|
$9.89
- $23.13
|
2011
- 2013
|
Jan
Flatseth
|
103,750
|
$9.88
- $17.70
|
2012
- 2013
|
Common
Shares
|
||
Owner
|
Amount
|
Per
cent
|
World
Shipholding Ltd. (1)
|
31,230,900
|
46.17%
|
Allianz
SE (2)
|
3,851,490
|
5.6%
|
(in
thousands of $)
|
2008
|
|||
Frontline
Ltd. and subsidiaries ("Frontline")
|
95 | |||
Seatankers
Management Company Limited ("Seatankers")
|
(35 | ) | ||
Ship
Finance AS ("Ship Finance")
|
37 |
(in
thousands of $)
|
2008
|
|||
Frontline
|
385 | |||
Seatankers
|
(24 | ) | ||
Ship
Finance
|
37 | |||
398 |
OSE
|
NASDAQ
|
|||||||||
High
|
Low
|
High
|
Low
|
|||||||
Six
months ended June 30, 2009
|
||||||||||
First
Quarter
|
NOK58.00
|
NOK18.80
|
$ | 8.35 | $ | 2.63 | ||||
Second
Quarter
|
NOK57.00
|
NOK23.00
|
$ | 8.64 | $ | 3.02 | ||||
Fiscal
years ended December 31
|
||||||||||
2008
|
NOK123.00
|
NOK29.00
|
$ | 22.79 | $ | 3.96 | ||||
2007
|
NOK154.50
|
NOK76.25
|
$ | 27.70 | $ | 12.00 | ||||
2006
|
NOK102.00
|
NOK71.00
|
$ | 15.29 | $ | 12.00 | ||||
2005
|
NOK98.50
|
NOK66.00
|
$ | 15.75 | $ | 10.31 | ||||
2004
|
NOK125.50
|
NOK85.50
|
$ | 18.66 | $ | 12.31 |
OSE
|
NASDAQ
|
|||||||||
High
|
Low
|
High
|
Low
|
|||||||
Fiscal
year ended December 31, 2008
|
||||||||||
First
quarter
|
NOK123.00
|
NOK84.50
|
$ | 22.79 | $ | 16.79 | ||||
Second
quarter
|
NOK110.00
|
NOK78.00
|
$ | 22.00 | $ | 15.26 | ||||
Third
quarter
|
NOK102.00
|
NOK68.00
|
$ | 18.60 | $ | 11.50 | ||||
Fourth
quarter
|
NOK76.00
|
NOK29.00
|
$ | 13.04 | $ | 3.96 |
OSE
|
NASDAQ
|
|||||||||
High
|
Low
|
High
|
Low
|
|||||||
Fiscal
year ended December 31, 2007
|
||||||||||
First
quarter
|
NOK83.50
|
NOK76.25
|
$ | 13.62 | $ | 12.00 | ||||
Second
quarter
|
NOK111.50
|
NOK81.50
|
$ | 18.69 | $ | 13.02 | ||||
Third
quarter
|
NOK126.50
|
NOK96.00
|
$ | 23.42 | $ | 16.35 | ||||
Fourth
quarter
|
NOK154.50
|
NOK104.00
|
$ | 27.70 | $ | 18.65 |
OSE
|
NASDAQ
|
|||||||||
High
|
Low
|
High
|
Low
|
|||||||
June
2009
|
NOK57.00
|
NOK43.30
|
$ | 8.82 | $ | 6.58 | ||||
May
2009
|
NOK52.00
|
NOK31.00
|
$ | 8.19 | $ | 5.06 | ||||
April
2009
|
NOK41.00
|
NOK23.00
|
$ | 5.94 | $ | 3.02 | ||||
March
2009
|
NOK31.50
|
NOK18.80
|
$ | 4.37 | $ | 2.63 | ||||
February
2009
|
NOK48.30
|
NOK31.00
|
$ | 7.48 | $ | 4.33 | ||||
January
2009
|
NOK58.00
|
NOK41.50
|
$ | 8.35 | $ | 5.91 |
|
·
|
we
will not be able to pay our liabilities as they fall due;
or
|
|
·
|
the
realizable value of our assets, is less than an amount that is equal to
the sum of our
|
|
(a)
|
liabilities,
|
|
(b)
|
issued
share capital, which equals the product of the par value of each common
share and the number of common shares then outstanding,
and
|
|
(c)
|
share
premium, which equals the aggregate amount of consideration paid to us for
such common shares in excess of their par
value.
|
|
·
|
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 Code Section 883 (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 (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 (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.
|
|
·
|
fail
to provide an accurate taxpayer identification
number;
|
|
·
|
provide
us with an incorrect taxpayer identification
number;
|
|
·
|
are
notified by the Internal Revenue Service that you have failed to report
all interest or dividends required to be shown on your federal income tax
returns; or
|
|
·
|
in
certain circumstances, fail to comply with applicable certification
requirements.
|
ITEM
11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK
|
ITEM
14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY
HOLDERS AND USE OF PROCEEDS
|
|
·
|
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 generally accepted
accounting principles, and that our receipts and expenditures are being
made only in accordance with authorizations of Company's management and
directors; and
|
|
·
|
Provide
reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use or disposition of our assets that could have
a material effect on the financial
statements.
|
ITEM
16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT
COMMITTEES
|
ITEM
16F. CHANGE IN REGISTRANT'S CERTIFYING
ACCOUNTANT
|
ITEM
16G. CORPORATE GOVERNANCE
|
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 the Company'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*
|
Amended
Bye-Laws of Golar LNG Limited dated September 28, 2007, incorporated by
reference to Exhibit 1.2 of the Company's Annual report on Form 20-F for
fiscal year ended December 31, 2007.
|
1.3*
|
Certificate
of Incorporation as adopted on May 11, 2001, incorporated by reference to
Exhibit 1.3 of the Company's Original Registration Statement.
|
1.4*
|
Articles
of Amendment of Memorandum of Association of Golar LNG Limited as adopted
by our shareholders on June 1, 2001 (increasing the Company's authorized
capital), incorporated by reference to Exhibit 1.4 of the Company's
Original Registration Statement.
|
4.1*
|
Golar
LNG Limited Stock Option Plan, incorporated by reference to Exhibit 4.6 of
the Company's Original Registration Statement.
|
4.2*
|
Management
Agreement between Golar LNG Limited and Frontline Management (Bermuda)
Limited, dated February 21, 2002, incorporated by reference to Exhibit 4.8
of the Company's Original Registration Statement.
|
4.3*
|
Five
Ship Leases Agreement, between Golar Gas Holding Company, Inc. and
Sovereign Finance Plc, dated April 8, 2003, incorporated by reference to
Exhibit 4.5 of the Company's Annual report on Form 20-F for fiscal year
ended December 31, 2005.
|
4.4*
|
Loan
Agreement, between Golar Gas Holding Company, Inc. and Citibank N.A,
Nordea Bank Norge ASA, Den norske Bank ASA and Fortis Bank (Nederland)
N.V, dated March 21, 2005, incorporated by reference to Exhibit 4.6 of the
Company's Annual Report on Form 20-F for the fiscal year ended December
31, 2005.
|
8.1
|
Golar
LNG Limited subsidiaries
|
11.1*
|
Golar
LNG Limited Code of Ethics.
|
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*
|
Korea
Line Corporation financial statements for the year ended December 31, 2006
provided pursuant to Regulation S-X, Rule 3-09 incorporated by reference
to exhibit 15.1 of the Company's Annual Report on Form 20-F for the fiscal
year ended December 31, 2006.
|
Page
|
|
Report
of Independent Registered Public Accounting Firm
|
F-2
|
Audited
Consolidated Statements of Operations for the years ended December 31,
2008, 2007 and 2006
|
F-3
|
Audited
Consolidated Statements of Comprehensive Income for the years ended
December 31, 2008, 2007 and 2006
|
F-4
|
Audited
Consolidated Balance Sheets as of December 31, 2008 and
2007
|
F-5
|
Audited
Consolidated Statements of Cash Flows for the years ended December 31,
2008, 2007 and 2006
|
F-6
|
Audited
Consolidated Statements of Changes in Stockholders’ Equity for the years
ended December 31, 2008, 2007 and 2006
|
F-8
|
Notes
to Consolidated Financial Statements
|
F-9
|
Note
|
2008
|
2007
|
2006
|
|||||||||||||
Operating
revenues
|
||||||||||||||||
Time
charter revenues
|
228,779 | 224,674 | 239,697 | |||||||||||||
Total
operating revenues
|
228,779 | 224,674 | 239,697 | |||||||||||||
Gain
on sale of vessel/newbuilding
|
15 | 78,108 | 41,088 | - | ||||||||||||
Operating
expenses
|
||||||||||||||||
Vessel
operating expenses
|
61,868 | 52,986 | 44,490 | |||||||||||||
Voyage
and charter-hire expenses
|
33,126 | 10,763 | 9,582 | |||||||||||||
Administrative
expenses
|
17,815 | 18,645 | 13,657 | |||||||||||||
Depreciation
and amortization
|
62,005 | 60,163 | 56,822 | |||||||||||||
Gain
on sale of long-lived asset
|
(430 | ) | - | - | ||||||||||||
Impairment
of long-lived assets
|
6 | 110 | 2,345 | - | ||||||||||||
Total
operating expenses
|
174,494 | 144,902 | 124,551 | |||||||||||||
Operating
income
|
132,393 | 120,860 | 115,146 | |||||||||||||
Gain
on sale of available-for-sale securities
|
11 | - | 46,276 | - | ||||||||||||
Financial
income (expenses)
|
||||||||||||||||
Interest
income
|
45,828 | 54,906 | 40,706 | |||||||||||||
Interest
expense
|
(96,489 | ) | (112,336 | ) | (101,298 | ) | ||||||||||
Other
financial items, net
|
7 | (82,100 | ) | (8,162 | ) | 8,436 | ||||||||||
Net
financial expenses
|
(132,761 | ) | (65,592 | ) | (52,156 | ) | ||||||||||
(Loss)
income before equity in net earnings of investees, income taxes and
minority interest
|
(368 | ) | 101,544 | 62,990 | ||||||||||||
Minority
interest in net income of subsidiaries
|
(6,705 | ) | (6,547 | ) | (7,049 | ) | ||||||||||
Income
taxes
|
8 | (510 | ) | 299 | (1,257 | ) | ||||||||||
Equity
in net earnings of investees
|
11 | (2,406 | ) | 13,640 | 16,989 | |||||||||||
Gain
on sale of investee
|
11 | - | 27,268 | - | ||||||||||||
Net
(loss) income
|
(9,989 | ) | 136,204 | 71,673 | ||||||||||||
Per
common share amounts:
|
||||||||||||||||
(Loss)
earnings - Basic
|
9 | $(0.15 | ) | $2.09 | $1.09 | |||||||||||
(Loss)
earnings - Diluted
|
9 | $(0.15 | ) | $2.07 | $1.05 | |||||||||||
Cash
dividends declared and paid
|
$1.00 | $2.25 | - | |||||||||||||
Note
|
2008
|
2007
|
2006
|
|||||||||||||
Net
(loss) income
|
(9,989 | ) | 136,204 | 71,673 | ||||||||||||
Other
comprehensive (loss) income, net of tax:
|
||||||||||||||||
(Losses)
gains associated with pensions
|
22 | (1,821 | ) | 1,562 | - | |||||||||||
Recognition
of minimum pension liability
|
- | - | 77 | |||||||||||||
Unrealized
(losses) gains on marketable securities held by the Company and
investee
|
7 | (399 | ) | 13 | (88 | ) | ||||||||||
Other-than-temporary
impairment of available-for-sale securities reclassified to the income
statement
|
7 | 399 | - | - | ||||||||||||
Unrealized
net loss on qualifying cash flow hedging instruments
|
27 | (25,916 | ) | - | - | |||||||||||
Other
comprehensive (loss) income
|
(27,737 | ) | 1,575 | (11 | ) | |||||||||||
Comprehensive
(loss) income
|
(37,726 | ) | 137,779 | 71,662 |
Note
|
2008
|
2007
|
||||||||||
ASSETS
|
||||||||||||
Current
Assets
|
||||||||||||
Cash
and cash equivalents
|
56,114 | 185,739 | ||||||||||
Restricted
cash and short-term investments
|
18 | 60,352 | 52,106 | |||||||||
Trade
accounts receivable
|
13 | 11,352 | 11,369 | |||||||||
Other
receivables, prepaid expenses and accrued income
|
14 | 11,666 | 16,262 | |||||||||
Amounts
due from related parties
|
538 | 712 | ||||||||||
Inventories
|
4,748 | 4,133 | ||||||||||
Total
current assets
|
144,770 | 270,321 | ||||||||||
Long-term
assets
|
||||||||||||
Restricted
cash
|
18 | 557,052 | 792,038 | |||||||||
Equity
in net assets of non-consolidated investees
|
11 | 30,924 | 14,023 | |||||||||
Vessels
and equipment, net
|
15 | 668,141 | 659,018 | |||||||||
Vessels
under capital leases, net
|
16 | 893,172 | 789,558 | |||||||||
Deferred
charges
|
17 | 10,292 | 8,388 | |||||||||
Other
non-current assets
|
19 | 55,378 | 40,264 | |||||||||
Total
assets
|
2,359,729 | 2,573,610 | ||||||||||
LIABILITIES
AND STOCKHOLDERS' EQUITY
|
||||||||||||
Current
liabilities
|
||||||||||||
Current
portion of long-term debt
|
23 | 71,395 | 80,037 | |||||||||
Current
portion of obligations under capital leases
|
24 | 6,006 | 5,678 | |||||||||
Trade
accounts payable
|
21,454 | 6,079 | ||||||||||
Accrued
expenses
|
20 | 25,929 | 28,986 | |||||||||
Amounts
due to related parties
|
140 | 176 | ||||||||||
Other
current liabilities
|
21 | 142,105 | 25,253 | |||||||||
Total
current liabilities
|
267,029 | 146,209 | ||||||||||
Long-term
liabilities
|
||||||||||||
Long-term
debt
Obligations
under capital leases
|
23 24 | 737,226 784,421 | 735,629 1,024,086 | |||||||||
Other
long-term liabilities
|
25 | 77,220 | 78,171 | |||||||||
Total
liabilities
|
1,865,896 | 1,984,095 | ||||||||||
Commitments
and contingencies (See Note 30)
|
||||||||||||
Minority
interest
|
41,688 | 36,983 | ||||||||||
Stockholders'
equity
|
||||||||||||
Share
capital 67,576,866 common shares of $1.00 each issued and
outstanding
|
26 | 67,577 | 67,577 | |||||||||
Treasury
shares
|
26 | (6,834 | ) | (8,201 | ) | |||||||
Additional
paid-in capital
|
291,952 | 288,672 | ||||||||||
Accumulated
other comprehensive loss
|
(34,639 | ) | (6,902 | ) | ||||||||
Retained
earnings
|
134,089 | 211,386 | ||||||||||
Total
stockholders' equity
|
452,145 | 552,532 | ||||||||||
Total
liabilities and stockholders' equity
|
2,359,729 | 2,573,610 |
Note
|
2008
|
2007
|
2006
|
|||||||||||||
Operating
activities
|
||||||||||||||||
Net
(loss) income
|
(9,989 | ) | 136,204 | 71,673 | ||||||||||||
Adjustments
to reconcile net (loss) income to net cash
|
||||||||||||||||
Provided
by operating activities:
|
||||||||||||||||
Depreciation
and amortization
|
62,005 | 60,163 | 56,822 | |||||||||||||
Amortization
of deferred charges
|
2,773 | 1,072 | 1,644 | |||||||||||||
Undistributed
earnings of non-consolidated investees
|
2,406 | (12,422 | ) | (15,809 | ) | |||||||||||
Gain
on sale of available-for-sale securities
|
- | (46,276 | ) | - | ||||||||||||
Gain
on sale of vessel and newbuilding and long-lived
assets
|
(78,108 | ) | (41,088 | ) | - | |||||||||||
Gain
on sale of long-lived assets
|
(430 | ) | - | - | ||||||||||||
Gain
on sale of investee
|
- | (27,268 | ) | - | ||||||||||||
Gain
on termination of equity swap
|
(832 | ) | (7,438 | ) | - | |||||||||||
Compensation
cost related to stock options
|
3,092 | 5,962 | 2,790 | |||||||||||||
Income
attributable to minority interests
|
6,705 | 6,547 | 7,049 | |||||||||||||
Unrealized
foreign exchange (gains) losses
|
(42,767 | ) | 2,309 | 17,644 | ||||||||||||
Fixed-rate
debt settlement costs
|
8,998 | - | - | |||||||||||||
Drydocking
expenditure
|
(19,598 | ) | (14,694 | ) | (5,864 | ) | ||||||||||
Impairment
of long-lived assets
|
110 | (2,345 | ) | - | ||||||||||||
Other
than temporary impairment of available-for-sale securities
|
7 | 1,871 | - | - | ||||||||||||
Trade
accounts receivable
|
2,133 | (7,194 | ) | (3,824 | ) | |||||||||||
Inventories
|
(725 | ) | (857 | ) | 1,465 | |||||||||||
Prepaid
expenses, accrued income and other assets
|
4,715 | 8,636 | (12,234 | ) | ||||||||||||
Amount
due from/to related companies
|
138 | (11 | ) | (1,394 | ) | |||||||||||
Trade
accounts payable
|
12,778 | (1,130 | ) | 6,057 | ||||||||||||
Accrued
expenses
|
(2,158 | ) | (2,504 | ) | 3,668 | |||||||||||
Interest
element included in long-term lease obligations
|
1,908 | 3,163 | 5,067 | |||||||||||||
Other
current liabilities
|
93,470 | 12,226 | (17,535 | ) | ||||||||||||
Net
cash provided by operating activities
|
48,495 | 73,055 | 117,219 | |||||||||||||
Investing
activities
|
||||||||||||||||
Additions
to newbuildings
|
- | (1,103 | ) | (240,906 | ) | |||||||||||
Additions
to vessels and equipment
|
(322,183 | ) | (47,041 | ) | (16,673 | ) | ||||||||||
Long-term restricted cash | 42,352 | 211 | 5,064 | |||||||||||||
Investment
in associated companies
|
(25,970 | ) | - | (15,887 | ) | |||||||||||
Investment
in available-for-sale securities
|
(2,372 | ) | - | - | ||||||||||||
Proceeds
from disposal of long-lived assets
|
233,244 | 92,618 | - | |||||||||||||
Proceeds
from sale of investments in available-for-sale securities
|
165 | 93,688 | - | |||||||||||||
Proceeds
from sale of investments in investees
|
- | 77,907 | 2,248 | |||||||||||||
Settlement
on termination of equity swaps
|
(538 | ) | 7,974 | - | ||||||||||||
Restricted
cash and short-term investments
|
(8,246 | ) | 181 | (2,839 | ) | |||||||||||
Net
cash (used in) provided by investing activities
|
(83,548 | ) | 224,435 | (268,993 | ) |
Note
|
2008
|
2007
|
2006
|
|||||||||||||
Financing
activities
|
||||||||||||||||
Proceeds
from long-term debt
|
23 | 370,000 | 120,000 | 120,000 | ||||||||||||
Proceeds
from long-term capital lease obligations
|
24 | - | - | 102,983 | ||||||||||||
Repayments
of long-term capital lease obligations
|
(5,497 | ) | (4,770 | ) | (3,860 | ) | ||||||||||
Repayments
of long-term debt
|
(377,044 | ) | (180,693 | ) | (69,390 | ) | ||||||||||
Financing
costs paid
|
(13,600 | ) | (168 | ) | (1,370 | ) | ||||||||||
Cash
dividends paid
|
(67,438 | ) | (145,772 | ) | - | |||||||||||
Dividends
paid to minority shareholders
|
28 | (2,000 | ) | (2,000 | ) | (2,200 | ) | |||||||||
Payments
to repurchase equity
|
- | (31,024 | ) | - | ||||||||||||
Proceeds
from disposal of treasury shares on exercise of stock options (including
receipt of dividends)
|
1,007 | - | - | |||||||||||||
Proceeds
from issuance of equity on exercise of stock
options
|
- | 715 | - | |||||||||||||
Proceeds
from issuance of equity
|
- | 75,345 | - | |||||||||||||
Net
cash (used in) provided by financing activities
|
(94,572 | ) | (168,367 | ) | 146,163 | |||||||||||
Net
(decrease) increase in cash and cash equivalents
|
(129,625 | ) | 129,123 | (5,611 | ) | |||||||||||
Cash
and cash equivalents at beginning of period
|
185,739 | 56,616 | 62,227 | |||||||||||||
Cash
and cash equivalents at end of period
|
56,114 | 185,739 | 56,616 | |||||||||||||
Supplemental
disclosure of cash flow information:
|
||||||||||||||||
Cash
paid during the year for:
|
||||||||||||||||
Interest
paid, net of capitalized interest
|
62,768 | 68,306 | 65,068 | |||||||||||||
Income
taxes paid
|
575 | 1,030 | 865 |
Note
|
Share
Capital
|
Treasury
Shares
|
Additional
Paid in Capital
|
Accumulated
Other Comprehensive Loss
|
Retained
Earnings
|
Total
Stockholders'
Equity
|
|||||||||||||||||||
Balance
at December 31, 2005
|
65,562 | - | 210,532 | (5,815 | ) | 164,275 | 434,554 | ||||||||||||||||||
Net
income
|
- | - | - | - | 71,673 | 71,673 | |||||||||||||||||||
Grant
of share options
|
- | - | 1,725 | - | - | 1,725 | |||||||||||||||||||
Equity in gain
on disposal of treasury shares by investee
|
- | - | 1,754 | - | - | 1,754 | |||||||||||||||||||
Other
comprehensive loss
|
- | - | - | (11 | ) | - | (11 | ) | |||||||||||||||||
Adjustments
to initially apply SFAS 158
|
- | - | - | (2,651 | ) | - | (2,651 | ) | |||||||||||||||||
Balance
at December 31, 2006
|
65,562 | - | 214,011 | (8,477 | ) | 235,948 | 507,044 | ||||||||||||||||||
Net
income
|
- | - | - | - | 136,204 | 136,204 | |||||||||||||||||||
Cash
dividends
|
- | - | - | - | (145,772 | ) | (145,772 | ) | |||||||||||||||||
Grant
of share options
|
- | - | 6,838 | - | 176 | 7,014 | |||||||||||||||||||
Exercise
of share options
|
56 | - | 377 | - | 282 | 715 | |||||||||||||||||||
Equity
in gain on disposal of treasury shares by investee
|
- | - | 856 | - | - | 856 | |||||||||||||||||||
Gain
on issuance of shares by investees
|
- | - | 574 | - | - | 574 | |||||||||||||||||||
Other
comprehensive income
|
- | - | - | 1,575 | - | 1,575 | |||||||||||||||||||
Share
issue
|
3,200 | - | 72,146 | - | - | 75,346 | |||||||||||||||||||
Repurchase
and cancellation of ordinary shares
|
(1,241 | ) | - | (6,130 | ) | - | (15,452 | ) | (22,823 | ) | |||||||||||||||
Purchase
of treasury shares
|
- | (8,201 | ) | - | - | - | (8,201 | ) | |||||||||||||||||
Balance
at December 31, 2007
|
67,577 | (8,201 | ) | 288,672 | (6,902 | ) | 211,386 | 552,532 | |||||||||||||||||
Net
loss
|
- | - | - | - | (9,989 | ) | (9,989 | ) | |||||||||||||||||
Cash
dividends
|
- | 348 | - | - | (67,438 | ) | (67,090 | ) | |||||||||||||||||
Grant
of share options
|
- | - | 3,092 | - | - | 3,092 | |||||||||||||||||||
Disposal
of treasury shares on exercise of share options
|
- | 1,019 | (479 | ) | - | 130 | 670 | ||||||||||||||||||
Gain
on issuance of shares by investees
|
- | - | 667 | - | - | 667 | |||||||||||||||||||
Other
comprehensive loss
|
- | - | - | (27,737 | ) | - | (27,737 | ) | |||||||||||||||||
Balance
at December 31, 2008
|
67,577 | (6,834 | ) | 291,952 | (34,639 | ) | 134,089 | 452,145 |
1.
|
GENERAL
|
2.
|
ACCOUNTING
POLICIES
|
Vessels
|
40
years
|
Deferred
drydocking expenditure
|
two
to five years
|
Office
equipment and fittings
|
three
to six years
|
(in
thousands of $)
|
2008
|
2007
|
||||||
Unrealized
net loss on qualifying cash flow hedging instruments
|
(25,916 | ) | - | |||||
(Losses)
gains associated with pensions
|
(8,723 | ) | (6,902 | ) | ||||
(34,639 | ) | (6,902 | ) |
3.
|
SUBSIDIARIES
AND INVESTMENTS
|
Name
|
Jurisdiction
of Incorporation
|
Purpose
|
Golar
Gas Holding Company Inc.
|
Marshall
Islands
|
Holding
Company and leases four vessels
|
Golar
Maritime (Asia) Inc.
|
Republic
of Liberia
|
Holding
Company
|
Gotaas-Larsen
Shipping Corporation
|
Marshall
Islands
|
Holding
Company
|
Oxbow
Holdings Inc.
|
British
Virgin Islands
|
Holding
Company
|
Faraway
Maritime Shipping Company.
(60%
ownership)
|
Republic
of Liberia
|
Owns
Golar
Mazo
|
Golar
LNG 1444 Corporation
|
Republic
of Liberia
|
Previously
owned the Golar
Frost
|
Golar
LNG 1460 Corporation
|
Marshall
Islands
|
Owns
Gracilis
|
Golar
LNG 2215 Corporation
|
Marshall
Islands
|
Leases
Methane
Princess
|
Golar
LNG 2216 Corporation
|
Marshall
Islands
|
Owns
Golar
Arctic
|
Golar
LNG 2220 Corporation
|
Marshall
Islands
|
Leases
Golar
Winter
|
Golar
LNG 2226 Corporation
|
Marshall
Islands
|
Leases
Grandis
|
Golar
LNG 2234 Corporation
|
Republic
of Liberia
|
Owns
Granosa
|
Golar
International Ltd.
|
Republic
of Liberia
|
Vessel
management
|
Gotaas-Larsen
International Ltd.
|
Republic
of Liberia
|
Vessel
management
|
Golar
Maritime Limited
|
Bermuda
|
Management
|
Golar
Management Limited
|
United
Kingdom
|
Management
|
Golar
Freeze (UK) Limited
|
United
Kingdom
|
Operates
Golar
Freeze
|
Golar
Khannur (UK) Limited
|
United
Kingdom
|
Operates
Khannur
|
Golar
Gimi (UK) Limited
|
United
Kingdom
|
Operates
Gimi
|
Golar
Hilli (UK) Limited
|
United
Kingdom
|
Operates
Hilli
|
Golar
Spirit (UK) Limited
|
United
Kingdom
|
Operates
and leases Golar
Spirit
|
Golar
Winter (UK) Limited
|
United
Kingdom
|
Operates
Golar
Winter
|
Golar
2215 (UK) Limited
|
United
Kingdom
|
Operates Methane
Princess
|
Golar
2226 (UK) Limited
|
United
Kingdom
|
Operates
Grandis
|
Golar
Servicos de Operacao de Embaracaoes Limited
|
Brazil
|
Management
company
|
Golar
Trading Corporation
|
Marshall
Islands
|
Charters-in
vessels under operating leases
|
Golar
FSRU 1 Corporation
|
Marshall
Islands
|
Contracted
for the conversion of the Golar Spirit to a
Floating Storage Regasification Unit
("FSRU")
|
Name
|
Jurisdiction
of Incorporation
|
Purpose
|
Golar
FSRU 2 Corporation
|
Marshall
Islands
|
Contracted
for the conversion of the Golar Freeze into a
FSRU
|
Golar
FSRU 3 Corporation
|
Marshall
Islands
|
Contracted
for the conversion of the Golar Winter into a
FSRU
|
Golar
Energy Limited
|
Cyprus
|
Holds
licence for the construction of a floating power station for the
generation of electricity
|
Golar
Offshore Toscana Limited
|
Cyprus
|
Holds
investment in associate, OLT Offshore LNG Toscana S.p.A
|
Golar
GP LLC – Limited Liability Company
|
Marshall
Islands
|
Holding
company
|
Golar
Partners Operating LLC – Limited Liability Company
|
Marshall
Islands
|
Holding
company
|
Golar
LNG Partners LP – Limited Partnership
|
Marshall
Islands
|
Holding
company
|
4.
|
RECENTLY
ISSUED ACCOUNTING STANDARDS NOT YET
ADOPTED
|
5.
|
SEGMENTAL
INFORMATION
|
(in
thousands of $)
|
2008
|
2007
|
2006
|
|||||||||||||||||||||
BG
Group plc
|
75,119 | 33 | % | 84,930 | 38 | % | 87,334 | 37 | % | |||||||||||||||
Shell
|
85,323 | 37 | % | 58,786 | 26 | % | 43,610 | 18 | % | |||||||||||||||
Pertamina
|
37,066 | 16 | % | 37,247 | 17 | % | 61,913 | 26 | % |
6.
|
IMPAIRMENT
OF LONG-LIVED ASSETS
|
7.
|
OTHER
FINANCIAL ITEMS, NET
|
(in
thousands of $)
|
2008
|
2007
|
2006
|
|||||||||
Amortization
of deferred financing costs
|
(2,773 | ) | (1,928 | ) | (1,644 | ) | ||||||
Financing
arrangement fees and other costs
|
(9,265 | ) | (818 | ) | (1,106 | ) | ||||||
Finance
transaction-related costs previously capitalized
|
(4,189 | ) | - | - | ||||||||
Other
than temporary impairment of available-for-sale securities
|
(1,871 | ) | - | - | ||||||||
Mark-to-market
adjustment for interest rate swap derivatives (See note
27)
|
(30,459 | ) | (13,689 | ) | 5,921 | |||||||
Mark-to-market
adjustment for foreign currency derivatives (See note 27)
|
(60,531 | ) | 2,658 | 20,831 | ||||||||
(Loss)
gain on termination of equity swap derivatives (including
mark-to-market adjustment) (See note 27)
|
(8,748 | ) | 7,438 | (777 | ) | |||||||
Natural
gas forward contract (See note 27)
|
- | 386 | 2,045 | |||||||||
Foreign
exchange gain (loss) on capital lease obligations and related restricted
cash, net
|
43,047 | (2,308 | ) | (17,644 | ) | |||||||
Foreign
exchange (loss) gain on operations
|
(7,688 | ) | 99 | 810 | ||||||||
Other
|
377 | - | - | |||||||||
(82,100 | ) | (8,162 | ) | 8,436 |
8.
|
TAXATION
|
(in
thousands of $)
|
2008
|
2007
|
2006
|
|||||||||
Current
tax expense:
|
||||||||||||
U.S.
|
- | - | 234 | |||||||||
U.K.
|
433 | (299 | ) | 1,023 | ||||||||
Brazil
|
805 | - | - | |||||||||
Total
current expense
|
1,238 | (299 | ) | 1,257 | ||||||||
Deferred
tax expense (income):
|
||||||||||||
U.K.
|
(728 | ) | - | - | ||||||||
Total
income tax expense (income)
|
510 | (299 | ) | 1,257 |
(in
thousands of $)
|
2008
|
2007
|
||||||
Deferred
tax assets, gross
|
3,182 | 1,500 | ||||||
Valuation
allowances
|
(2,292 | ) | (1,338 | ) | ||||
Deferred
tax assets, net
|
890 | 162 |
9.
|
EARNINGS
PER SHARE
|
(in
thousands of $)
|
2008
|
2007
|
2006
|
|||||||||
Net
(loss) income available to stockholders – basic
|
(9,989 | ) | 136,204 | 71,673 | ||||||||
Dilutive
effect of investee’s convertible bonds and bonds with stock
warrants
|
- | - | (2,365 | ) | ||||||||
(9,989 | ) | 136,204 | 69,308 |
(in
thousands)
|
2008
|
2007
|
2006
|
|||||||||
Basic
earnings per share:
|
||||||||||||
Weighted
average number of shares
|
67,577 | 65,314 | 65,562 | |||||||||
Weighted
average number of treasury shares
|
(363 | ) | (31 | ) | - | |||||||
Weighted
average number of common shares outstanding
|
67,214 | 65,283 | 65,562 | |||||||||
Diluted
earnings per share:
|
||||||||||||
Weighted
average number of common shares outstanding
|
67,214 | 65,283 | 65,562 | |||||||||
Effect
of dilutive share options
|
- | 432 | 173 | |||||||||
Common
stock and common stock equivalents
|
67,214 | 65,715 | 65,735 |
2008
|
2007
|
2006
|
||||||||||
Basic
|
$(0.15 | ) | $2.09 | $1.09 | ||||||||
Diluted
|
$(0.15 | ) | $2.07 | $1.05 |
10.
|
OPERATING
LEASES
|
Year
ending December 31,
|
Total
|
|||
(in
thousands of $)
|
||||
2009
|
186,047 | |||
2010
|
212,364 | |||
2011
|
192,820 | |||
2012
|
185,375 | |||
2013
|
178,860 | |||
2014
and thereafter
|
1,071,622 | |||
Total
|
2,027,088 |
Year
ending December 31,
|
Total
|
|||
(in
thousands of $)
|
||||
2009
|
20,221 | |||
2010
|
12,197 | |||
2011
|
501 | |||
2012
|
501 | |||
2013
|
501 | |||
Total
minimum lease payments
|
33,921 |
11.
|
EQUITY
IN NET ASSETS OF NON-CONSOLIDATED
INVESTEES
|
2008
|
2007
|
|||||||
Bluewater
Gandria NV ("Bluewater Gandria")
|
50.00 | % | - | |||||
Liquefied
Natural Gas Limited ("LNGL")
|
15.96 | % | 16.97 | % | ||||
Egyptian
Company for Gas Services S.A.E ("ECGS")
|
50.00 | % | 50.00 | % | ||||
OLT Offshore LNG Toscana S.p.A
("OLT-O")(1)
|
2.69 | % | 16.38 | % |
(1)
|
OLT-O
ceased to be accounted for under the equity method during the year ended
December 31, 2008.
|
(in
thousands of $)
|
2008
|
2007
|
||||||
Bluewater
Gandria
|
22,335 | - | ||||||
LNGL
|
7,505 | 8,550 | ||||||
ECGS
|
1,084 | 500 | ||||||
OLT-O
(1)
|
- | 4,973 | ||||||
Equity
in net assets of non-consolidated investees
|
30,924 | 14,023 |
(in
thousands of $)
|
2008
|
2007
|
||||||
Cost
|
32,734 | 14,078 | ||||||
Equity
in net earnings of investees
|
(1,810 | ) | (55 | ) | ||||
Equity
in net assets of non-consolidated investees
|
30,924 | 14,023 |
12.
|
GAIN
ON ISSUANCE OF SHARES BY
INVESTEES
|
(in
thousands of $)
|
2008
|
2007
|
2006
|
|||||||||
LNGL
|
533 | 1,503 | - | |||||||||
KLC
|
- | (1,023 | ) | - | ||||||||
Other
investments
|
134 | 94 | - | |||||||||
667 | 574 | - |
13.
|
TRADE
ACCOUNTS RECEIVABLE
|
14.
|
OTHER
RECEIVABLES, PREPAID EXPENSES AND ACCRUED
INCOME
|
(in
thousands of $)
|
2008
|
2007
|
||||||
Other
receivables
|
2,055 | 603 | ||||||
Prepaid
expenses
|
1,037 | 3,851 | ||||||
Accrued
interest income
|
8,574 | 11,425 | ||||||
Provision
for taxes (See note 20)
|
- | 383 | ||||||
11,666 | 16,262 |
15.
|
VESSELS
AND EQUIPMENT, NET
|
(in
thousands of $)
|
2008
|
2007
|
||||||
Cost
|
746,181 | 733,227 | ||||||
Accumulated
depreciation
|
(78,040 | ) | (74,209 | ) | ||||
Net
book value
|
668,141 | 659,018 |
16.
|
VESSELS
UNDER CAPITAL LEASES, NET
|
(in
thousands of $)
|
2008
|
2007
|
||||||
Cost
|
1,125,114 | 988,104 | ||||||
Accumulated
depreciation and amortization
|
(231,942 | ) | (198,546 | ) | ||||
Net
book value
|
893,172 | 789,558 |
17.
|
DEFERRED
CHARGES
|
(in
thousands of $)
|
2008
|
2007
|
||||||
Debt
arrangement fees and other deferred financing charges
|
13,813 | 13,288 | ||||||
Accumulated
amortization
|
(3,521 | ) | (4,900 | ) | ||||
10,292 | 8,388 |
18.
|
RESTRICTED
CASH AND SHORT-TERM
INVESTMENTS
|
(in
thousands of $)
|
2008
|
2007
|
||||||
Total
security lease deposits for lease obligations
|
588,376 | 832,980 | ||||||
Restricted
cash relating to the Mazo facility
|
11,272 | 11,164 | ||||||
Restricted
cash relating to the Equity swap facilities
|
17,756 | - | ||||||
617,404 | 844,144 |
(in
thousands of $)
|
2008
|
2007
|
||||||
Five
Ship Leases security deposits
|
390,849 | 545,536 | ||||||
Methane
Princess Lease security deposits
|
137,511 | 190,871 | ||||||
Golar
Winter Lease security deposits
|
15,008 | 51,565 | ||||||
Grandis
Lease security deposits
|
45,008 | 45,008 | ||||||
Total
security deposits for lease obligations
|
588,376 | 832,980 | ||||||
Included
in short-term restricted cash and short-term investments
|
(31,324 | ) | (40,942 | ) | ||||
Long-term
restricted cash
|
557,052 | 792,038 |
(in
thousands of $)
|
2008
|
2007
|
||||||
Short-term
lease security deposits
|
31,324 | 40,942 | ||||||
Restricted
cash and short-term investments relating to the Mazo facility (See note
23)
|
11,272 | 11,164 | ||||||
Restricted
cash relating to the Equity swap facility
|
17,756 | - | ||||||
Short-term
restricted cash and short-term investments
|
60,352 | 52,106 |
19.
|
OTHER
NON-CURRENT
ASSETS
|
(in
thousands of $)
|
2008
|
2007
|
||||||
Deferred
tax asset (See note 8)
|
890 | 162 | ||||||
Other
cost-method investments
|
10,347 | 3,000 | ||||||
Available-for-sale
securities (See note 7)
|
360 | - | ||||||
Mark-to-market
foreign currency swaps valuation (See note 27)
|
- | 10,588 | ||||||
Other
long-term assets
|
43,781 | 26,514 | ||||||
55,378 | 40,264 |
20.
|
ACCRUED
EXPENSES
|
(in
thousands of $)
|
2008
|
2007
|
||||||
Vessel
operating and drydocking expenses
|
6,263 | 5,554 | ||||||
Administrative
expenses
|
4,832 | 4,517 | ||||||
Interest
expense
|
14,285 | 18,915 | ||||||
Provision
for taxes (See note 8)
|
549 | - | ||||||
25,929 | 28,986 |
21.
|
OTHER
CURRENT
LIABILITIES
|
(in
thousands of $)
|
2008
|
2007
|
||||||
Deferred
drydocking, operating cost and charterhire revenue
|
13,527 | 11,253 | ||||||
Marked-to-market
interest rate swaps valuation (See note 27)
|
65,329 | 8,958 | ||||||
Marked-to-market
currency swaps valuation (See note 27)
|
50,088 | - | ||||||
Marked-to-market
equity swaps valuation (See note 27)
|
8,211 | - | ||||||
Deferred
credits from capital lease transactions (See note 25)
|
3,964 | 3,973 | ||||||
Other
creditors
|
986 | 1,069 | ||||||
142,105 | 25,253 |
22.
|
PENSIONS
|
(in
thousands of $)
|
2008
|
2007
|
2006
|
|||||||||
Service
cost
|
491 | 502 | 469 | |||||||||
Interest
cost
|
2,945 | 2,850 | 2,602 | |||||||||
Expected
return on plan assets
|
(1,564 | ) | (1,695 | ) | (1,525 | ) | ||||||
Recognized
actuarial loss
|
444 | 573 | 492 | |||||||||
Net
periodic benefit cost
|
2,316 | 2,230 | 2,038 |
(in
thousands of $)
|
2008
|
2007
|
||||||
Reconciliation
of benefit obligation:
|
||||||||
Benefit
obligation at January 1
|
51,281 | 52,123 | ||||||
Service
cost
|
491 | 502 | ||||||
Interest
cost
|
2,945 | 2,850 | ||||||
Actuarial
(gain) loss
|
(3,777 | ) | (1,275 | ) | ||||
Foreign
currency exchange rate changes
|
(2,768 | ) | 218 | |||||
Benefit
payments
|
(3,037 | ) | (3,137 | ) | ||||
Benefit
obligation at December 31
|
45,135 | 51,281 |
(in thousands of
$)
|
2008
|
2007
|
||||||
Reconciliation
of fair value of plan assets:
|
||||||||
Fair
value of plan assets at January 1
|
24,732 | 23,954 | ||||||
Actual
return on plan assets
|
(5,064 | ) | 1,459 | |||||
Employer
contributions
|
2,228 | 2,276 | ||||||
Foreign
currency exchange rate changes
|
(2,518 | ) | 180 | |||||
Benefit
payments
|
(3,037 | ) | (3,137 | ) | ||||
Fair
value of plan assets at December 31
|
16,341 | 24,732 |
(in thousands of
$)
|
2008
|
2007
|
||||||
Funded
status at end of year (1)
|
(28,794 | ) | (26,549 | ) | ||||
Unrecognized
actuarial loss
|
- | - | ||||||
Net
amount recognized
|
(28,794 | ) | (26,549 | ) |
December
31, 2008
|
December
31, 2007
|
|||||||||||||||||||||||
(in
thousands of $)
|
UK
Scheme
|
Marine
scheme
|
Total
|
UK
Scheme
|
Marine
scheme
|
Total
|
||||||||||||||||||
Projected
benefit obligation
|
(6,922 | ) | (38,213 | ) | (45,135 | ) | (11,201 | ) | (40,080 | ) | (51,281 | ) | ||||||||||||
Fair
value of plan assets
|
6,361 | 9,980 | 16,341 | 10,110 | 14,622 | 24,732 | ||||||||||||||||||
Funded
status at end of year
|
(561 | ) | (28,233 | ) | (28,794 | ) | (1,091 | ) | (25,458 | ) | (26,549 | ) |
(in
thousands of $)
|
2008
|
2007
|
||||||
Net
actuarial loss
|
8,723 | 6,902 |
Marine
scheme
|
Target
allocation 2009 (%)
|
Target
allocation 2008 (%)
|
2007
(%)
|
|||||||||
Equity
|
30 - 65 | 30 – 65 | 48 | |||||||||
Bonds
|
10 - 50 | 10 – 50 | 11 | |||||||||
Other
|
20 - 40 | 20 – 40 | 39 | |||||||||
Cash
|
- | - | 2 | |||||||||
Total
|
100 | 100 | 100 |
UK
scheme
|
Target
allocation 2009 (%)
|
Target
allocation 2008 (%)
|
2007
(%)
|
|||||||||
Equity
|
80 | 80 | 75 | |||||||||
Bonds
|
20 | 20 | 18 | |||||||||
Cash
|
- | - | 7 | |||||||||
Total
|
100 | 100 | 100 |
(in
thousands of $)
|
UK
scheme
|
Marine
scheme
|
||||||
Employer
contributions
|
327 | 1,800 |
(in
thousands of $)
|
UK
scheme
|
Marine
scheme
|
||||||
2009
|
225 | 2,900 | ||||||
2010
|
395 | 3,000 | ||||||
2011
|
365 | 3,000 | ||||||
2012
|
365 | 3,000 | ||||||
2013
|
365 | 3,100 | ||||||
2014
- 2018
|
1,825 | 16,700 |
2008
|
2007
|
|||||||
Discount
rate
|
6.2 | % | 5.5 | % | ||||
Rate
of compensation increase
|
3.9 | % | 4.8 | % |
2008
|
2007
|
|||||||
Discount
rate
|
6.0 | % | 5.6 | % | ||||
Expected
return on plan assets
|
6.9 | % | 7.1 | % | ||||
Rate
of compensation increase
|
4.2 | % | 4.2 | % |
23.
|
DEBT
|
(in
thousands of $)
|
2008
|
2007
|
||||||
Total
long-term debt due to third parties
|
808,621 | 815,666 | ||||||
Less:
current portion of long-term debt due to third parties
|
(71,395 | ) | (80,037 | ) | ||||
Long-term
debt
|
737,226 | 735,629 |
Year
ending December 31,
|
||||
(in
thousands of $)
|
||||
2009
|
71,395 | |||
2010
|
74,504 | |||
2011
|
110,315 | |||
2012
|
52,811 | |||
2013
|
45,671 | |||
2014
and thereafter
|
453,925 | |||
Total
|
808,621 |
(in
thousands of $)
|
Maturity
date
|
|||||||
Mazo
facility
|
103,623 |
2013
|
||||||
Golar
Gas Holding facility
|
117,496 |
2011
|
||||||
Gracilis
facility
|
111,727 |
2017
|
||||||
Granosa
facility
|
109,525 |
2014
|
||||||
Golar
Arctic facility
|
116,250 |
2015
|
||||||
Golar
LNG Partners credit revolving facility
|
250,000 |
2018
|
||||||
Methane
Princess facility
|
- | - | ||||||
Golar
Frost facility
|
- | - | ||||||
808,621 |
24.
|
CAPITAL
LEASES
|
(in
thousands of $)
|
2008
|
2007
|
||||||
Total
long-term obligations under capital leases
|
790,427 | 1,029,764 | ||||||
Less:
current portion of obligations under capital leases
|
(6,006 | ) | (5,678 | ) | ||||
Long
term obligations under capital leases
|
784,421 | 1,024,086 | ||||||
Year ending December
31,
(in thousands of
$)
|
Five
ship Leases
|
Methane
Princess
Lease
|
Golar
Winter
Lease
|
Grandis
Lease
|
Total
|
|||||||||||||||
2009
|
24,214 | 6,028 | 9,410 | 9,324 | 48,976 | |||||||||||||||
2010
|
24,596 | 6,279 | 9,410 | 9,324 | 49,609 | |||||||||||||||
2011
|
25,826 | 6,533 | 9,410 | 9,324 | 51,093 | |||||||||||||||
2012
|
27,117 | 6,784 | 9,410 | 9,324 | 52,635 | |||||||||||||||
2013
|
28,473 | 7,064 | 9,410 | 9,324 | 54,271 | |||||||||||||||
2014
and thereafter
|
522,428 | 258,857 | 174,082 | 221,881 | 1,177,248 | |||||||||||||||
Total
minimum lease payments
|
652,654 | 291,545 | 221,132 | 268,501 | 1,433,832 | |||||||||||||||
Less:
Imputed interest
|
(265,234 | ) | (154,502 | ) | (100,564 | ) | (123,105 | ) | (643,405 | ) | ||||||||||
Present
value of minimum lease payments
|
387,420 | 137,043 | 120,568 | 145,396 | 790,427 |
25.
|
OTHER
LONG-TERM LIABILITIES
|
(in
thousands of $)
|
2008
|
2007
|
||||||
Pension
obligations (See note 22)
|
28,794 | 26,549 | ||||||
Deferred
credits from capital lease transactions
|
47,656 | 51,622 | ||||||
Other
|
770 | - | ||||||
77,220 | 78,171 |
(in
thousands of $)
|
2008
|
2007
|
||||||
Deferred
credits from capital lease transactions
|
74,121 | 74,121 | ||||||
Less:
Accumulated amortization
|
(22,501 | ) | (18,526 | ) | ||||
51,620 | 55,595 | |||||||
Short-term
(See note 21)
|
3,964 | 3,973 | ||||||
Long-term
|
47,656 | 51,622 | ||||||
51,620 | 55,595 |
26.
|
SHARE
CAPITAL AND SHARE
OPTIONS
|
(in
thousands of $, except per share data)
|
2008
|
2007
|
||||||
100,000,000
common shares of $1.00 each
|
100,000 | 100,000 |
(in
thousands of $, except per share data)
|
2008
|
2007
|
||||||
67,576,866
(2007: 67,576,866) outstanding issued common shares of $1.00
each
|
67,577 | 67,577 |
At
modification date
|
At
grant date
|
|||||||||||||||
2007
|
2008
|
2007
|
2006
|
|||||||||||||
Risk
free interest rate
|
4.0 | % | 4.0 | % | 4.4 | % | 4.6 | % | ||||||||
Expected
volatility of common stock
|
31.5 | % | 33.6 | % | 33.1 | % | 34.0 | % | ||||||||
Expected
dividend yield
|
0.0 | % | 0.0 | % | 0.0 | % | 0.0 | % | ||||||||
Expected
life of options (in years)
|
2.5
years
|
3.6
years
|
3.7
years
|
3.9
years
|
(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, 2005
|
300 | $5.75 | ||||||||||
Granted
during the year
|
1,258 | $14.54 | ||||||||||
Options
outstanding at December 31, 2006
|
1,558 | $12.84 | 4.4 | |||||||||
Granted
during the year
|
607 | $22.77 | ||||||||||
Exercised
during the year
|
(56 | ) | $12.55 | |||||||||
Forfeited
during the year
|
(31 | ) | $14.30 | |||||||||
Options
outstanding at December 31, 2007
|
2,078 | $14.31 | 3.7 | |||||||||
Granted
during the year
|
642 | $18.20 | ||||||||||
Exercised
during the year
|
(50 | ) | $12.43 | |||||||||
Options
outstanding at December 31, 2008
|
2,670 | $14.51 | 3.2 |
Options
exercisable at:
|
||||||||||||
December
31, 2008
|
1,240 | $11.59 | 2.5 | |||||||||
December
31, 2007
|
703 | $9.49 | 3.4 | |||||||||
December
31, 2006
|
300 | $5.75 | 5.5 |
(in
thousands of $, except per share data)
|
Shares
(In
‘000s)
|
Weighted
average fair value at grant date or modified date
|
||||||
Options
non-vested at December 31, 2005
|
- | - | ||||||
Granted
during the year
|
1,258 | $7.92 | ||||||
Options
non-vested at December 31, 2006
|
1,258 | $7.92 | ||||||
Granted
during the year
|
607 | $7.30 | ||||||
Vested
during the year
|
(481 | ) | $5.29 | |||||
Forfeited
during the year
|
(9 | ) | $5.02 | |||||
Options
non-vested at December 31, 2007
|
1,375 | $8.66 | ||||||
Granted
during the year
|
642 | $4.21 | ||||||
Vested
during the year
|
(587 | ) | $8.61 | |||||
Options
non-vested at December 31, 2008
|
1,430 | $6.68 |
27.
|
FINANCIAL
INSTRUMENTS
|
Instrument
(in
thousands of $)
|
Notional
value
|
Maturity
Dates
|
Fixed
Interest Rates
|
||||||
Interest
rate swaps:
|
|||||||||
Receiving
floating, pay fixed
|
795,420 | 2009 – 2015 |
3.50%
to 6.43%
|
Notional amount
|
||||||||||||||||
Instrument
(in
thousands)
|
Receiving
in foreign currency
|
Pay
in USD
|
Maturity dates |
Average
forward
rate USD/ foreign currency
|
||||||||||||
Currency
rate swaps:
|
||||||||||||||||
British
Pounds
|
69,341 | $127,449 |
2032
|
1.838 | ||||||||||||
Euros
|
29,750 | $46,197 | 2009 - 2010 | 1.553 | ||||||||||||
Norwegian
Kroner
|
58,075 | $22,314 | 2009 - 2010 | 0.384 | ||||||||||||
Singapore
Dollar
|
15,100 | $11,004 |
2009
|
0.729 | ||||||||||||
Japanese
Yen
|
483,552 | $4,693 |
2009
|
0.001 | ||||||||||||
Swiss
Franc
|
3,750 | $3,693 |
2009
|
0.985 | ||||||||||||
Danish
Kroner
|
8,250 | $1,644 |
2009
|
0.199 |
2008
|
2008
|
2007
|
2007
|
|||||||||||||
(in
thousands of $)
|
Carrying
Value
|
Fair
Value
|
Carrying
Value
|
Fair
Value
|
||||||||||||
Non-Derivatives:
|
||||||||||||||||
Cash
and cash equivalents
|
56,114 | 56,114 | 185,739 | 185,739 | ||||||||||||
Restricted
cash and short-term investments
|
60,352 | 60,352 | 52,106 | 52,106 | ||||||||||||
Long-term
restricted cash
|
557,052 | 557,052 | 792,038 | 792,038 | ||||||||||||
Long-term
unlisted investments
|
10,347 | N/a | 3,000 | N/a | ||||||||||||
Marketable
securities
|
360 | 360 | - | - | ||||||||||||
Short-term
debt – floating
|
71,395 | 71,395 | 80,037 | 80,037 | ||||||||||||
Long-term
debt – floating
|
737,226 | 737,226 | 735,629 | 735,771 | ||||||||||||
Long-term
debt – fixed
|
- | - | 125,000 | 122,016 | ||||||||||||
Short-term
obligations under capital leases
|
6,006 | 6,006 | 5,678 | 5,678 | ||||||||||||
Long-term
obligations under capital leases
|
784,421 | 784,421 | 1,024,086 | 1,024,086 | ||||||||||||
Derivatives:
|
||||||||||||||||
Interest
rate swaps liability
|
65,329 | 65,329 | 8,958 | 8,958 | ||||||||||||
Foreign
currency swaps asset
|
- | - | 10,588 | 10,588 | ||||||||||||
Foreign
currency swaps liability
|
50,088 | 50,088 | - | - | ||||||||||||
Equity
swaps liability
|
8,211 | 8,211 | - | - |
(in
thousands of $)
|
Quoted
market
prices
in
active markets
(Level
1)
|
Significant
Other Observable
Inputs
(
Level 2)
|
Total
|
|||||||||
Marketable
securities
|
360 | - | 360 | |||||||||
Interest
rate swaps – liability position
|
- | 65,329 | 65,329 | |||||||||
Foreign
currency swaps – liability position
|
- | 50,088 | 50,088 | |||||||||
Equity
swaps – liability position
|
- | 8,211 | 8,211 |
28.
|
RELATED
PARTY
TRANSACTIONS
|
(in
thousands of $)
|
2008
|
2007
|
2006
|
|||||||||
Frontline
Ltd. and subsidiaries ("Frontline")
|
95 | (35 | ) | 401 | ||||||||
Seatankers
Management Company Limited ("Seatankers")
|
(35 | ) | (35 | ) | (35 | ) | ||||||
Ship
Finance AS ("Ship Finance")
|
37 | - | - | |||||||||
Arcadia
Limited ("Arcadia")
|
- | 386 | 2,045 | |||||||||
World
Shipholding Limited ("World Shipholding")
|
- | (37 | ) | - |
(in
thousands of $)
|
2008
|
2007
|
||||||
Frontline
|
385 | 140 | ||||||
Seatankers
|
(24 | ) | 10 | |||||
Ship
Finance
|
37 | - | ||||||
Arcadia
|
- | 386 | ||||||
398 | 536 |
29.
|
CAPITAL
COMMITMENTS
|
(in
thousands of $)
|
||||
Payable
in 12 months to December 31, 2009
|
97,170 | |||
Payable
in 12 months to December 31, 2010
|
30,610 | |||
127,780 |
30.
|
OTHER
COMMITMENTS AND
CONTINGENCIES
|
(in
thousands of $)
|
December
31, 2008
|
December
31,
2007
|
||||||
Book
value of vessels secured against long-term loans
and
capital leases
|
1,559,858 | 1,448,469 |
31.
|
SUBSEQUENT
EVENTS
|
Golar LNG Limited
|
||
(Registrant)
|
||
By
|
/s/ Graham Robjohns
|
|
Date: July
10, 2009
|
Graham
Robjohns
Principal
Financial and Accounting
Officer
|