20-F

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 20-F

(Mark One)

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

OR

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

For the fiscal year ended December 31, 2013

OR

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

For the transition period from to

OR

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

Date of event requiring this shell company report

Commission file number 000-50113

Golar LNG Limited

(Exact name of Registrant as specified in its charter)

(Translation of Registrant's name into English)

Bermuda

(Jurisdiction of incorporation or organization)

Par-la-Ville Place, 14 Par-la-Ville Road, Hamilton, HM 08, Bermuda

(Address of principal executive offices)

Georgina Sousa, (1) 441 295 4705, (1) 441 295 3494

Par-la-Ville Place, 14 Par-la-Ville Road, Hamilton, HM 08, Bermuda

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

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

Title of each class	Name of each exchange on which registered
Common Shares, par value, $1.00 per share	Nasdaq Global Select Market

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

None

(Title of class)

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.

None

(Title of class)

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

80,579,295 Common Shares, par $1.00, per share

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

Yes X No

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 of 15(d) of the Securities Exchange Act 1934.

Yes No X

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes X No

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).

Yes X No

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

Large accelerated filer X Accelerated filer Non-accelerated filer

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

U.S. GAAP X International Financial Reporting Standards as issued by the International      Accounting Standards Board Other

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

Item 17 Item 18

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

Yes No X

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

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

Yes No

INDEX TO REPORT ON FORM 20-F

PART I		PAGE
ITEM 1.	IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS	1
ITEM 2.	OFFER STATISTICS AND EXPECTED TIMETABLE	1
ITEM 3.	KEY INFORMATION	1
ITEM 4.	INFORMATION ON THE COMPANY	21
ITEM 4A.	UNRESOLVED STAFF COMMENTS	47
ITEM 5.	OPERATING AND FINANCIAL REVIEW AND PROSPECTS	47
ITEM 6.	DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES	77
ITEM 7.	MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS	80
ITEM 8.	FINANCIAL INFORMATION	84
ITEM 9.	THE OFFER AND LISTING	86
ITEM 10.	ADDITIONAL INFORMATION	87
ITEM 11.	QUANTITATIVE AND QUALITATIVE DISCLOSURES  ABOUT MARKET RISK	96
ITEM 12.	DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES	97
PART II
ITEM 13.	DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES	97
ITEM 14.	MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS	97
ITEM 15.	CONTROLS AND PROCEDURES	97
ITEM 16A.	AUDIT COMMITTEE FINANCIAL EXPERT	98
ITEM 16B.	CODE OF ETHICS	98
ITEM 16C.	PRINCIPAL ACCOUNTANT FEES AND SERVICES	98
ITEM 16D.	EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES	99
ITEM 16E.	PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS	99
ITEM 16F.	CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT	100
ITEM 16G.	CORPORATE GOVERNANCE	100
ITEM 16H.	MINE SAFETY DISCLOSURE	101
PART III
ITEM 17.	FINANCIAL STATEMENTS	101
ITEM 18.	FINANCIAL STATEMENTS	101
ITEM 19.	EXHIBITS	102
SIGNATURES		104

CAUTIONARY STATEMENT REGARDING FORWARD LOOKING STATEMENTS

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

Golar LNG Limited and its subsidiaries or the Company, desires to take advantage of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and is including this cautionary statement in connection with this safe harbor legislation.  This report and any other written or oral statements made by us or on our behalf may include forward-looking statements, which reflect our current views with respect to future events and financial performance. When used in this report, the words "believe," "anticipate," "intend," "estimate," "forecast," "project," "plan," "potential," "will," "may," "should," "expect" and similar expressions identify forward-looking statements.

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

In addition to these important factors and matters discussed elsewhere herein and in the documents incorporated by reference herein, important factors that, in our view, could cause actual results to differ materially from those discussed in the forward-looking statements include among other things:

• inability of the Company to obtain financing for conversion of its vessel's into FLNGVs on terms acceptable to it or at all;

• changes in demand for natural gas carried by sea;

• a material decline or prolonged weakness in rates for liquefied natural gas, or LNG, carriers;

• changes in demand for natural gas generally or in particular regions;

• adoption of new rules and regulations applicable to LNG carriers and floating storage and regasification units, or FSRUs;

• actions taken by regulatory authorities that may prohibit the access of LNG carriers or FSRUs to various ports;

• inability of the Company to achieve successful utilization of our expanded fleet and inability to expand beyond the carriage of LNG;

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

• changes in general domestic and international political conditions;

• the current turmoil in the global financial markets;

• ability of the Company to timely complete our FSRU and FLNGV conversions;

• failure of shipyards to comply with delivery schedules on a timely basis or at all; and

• other factors listed from time to time in registration statements, reports or other materials that the Company has filed with or furnished to the Securities and Exchange Commission, or the Commission.

We caution readers of this report not to place undue reliance on these forward-looking statements, which speak only as of their dates.  These forward looking statements are not guarantees of our future performance, and actual results and future developments may vary materially from those projected in the forward looking statements.

Please see our Risk Factors in Item 3 of this report for a more complete discussion of these and other risks and uncertainties.

PART I

ITEM 1.  IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS

Not Applicable.

ITEM 2.  OFFER STATISTICS AND EXPECTED TIMETABLE

Not Applicable.

ITEM 3.  KEY INFORMATION

Throughout this report, the "Company," "Golar," "Golar LNG," "we," "us" and "our" all refer to Golar LNG Limited or any one or more of its consolidated subsidiaries, including Golar LNG Energy Limited ("Golar Energy") and to Golar Management Limited (or Golar Management), or to all such entities. References in this Annual Report to Golar Wilhelmsen refer to Golar Wilhelmsen AS, a company that is jointly controlled by both Golar and Wilhelmsen Ship Management (Norway) AS. References in this Annual Report to "Golar Partners" or the "Partnership" refer, depending on the context, to Golar LNG Partners LP (NasdaqGS: GMLP) and to any one or more of its direct and indirect subsidiaries. Under the provisions of Golar Partners' partnership agreement, the general partner has irrevocably delegated the authority to the Partnership's board of directors to have the power to oversee and direct the operations of, manage and to determine the strategies and policies of Golar Partners.On December 13, 2012, Golar Partners, held its first Annual General Meeting ("AGM"). As of the first AGM held by Golar Partners, the majority of the board members became electable by common unit holders and since then we no longer retain the power to control the directors of Golar Partners. As a result, from December 13, 2012, Golar Partners has been considered an affiliated entity and not as our controlled subsidiary. Unless otherwise indicated, all references to "USD," "U.S.$" and "$" in this report are U.S. dollars.

A.      Selected Financial Data

The following selected consolidated financial and other data, which includes our fleet and other operating data, summarize our historical consolidated financial information. We derived the balance sheet information as of December 31, 2013 and 2012 and for each of the years in the three-year period ended December 31, 2013 from our audited Consolidated Financial Statements included in Item 18 of this annual report on Form 20-F, which were prepared in accordance with accounting principles generally accepted in the United States of America, or U.S. GAAP.

The selected statements of operations data with respect to the years ended December 31, 2010 and 2009 and the selected balance sheet data as of December 31, 2011, 2010 and 2009 have been derived from audited consolidated financial statements prepared in accordance with U.S. GAAP not included herein.

The following table should also be read in conjunction with the section of this annual report entitled Item 5, "Operating and Financial Review and Prospects" and our Consolidated Financial Statements and Notes thereto included herein.

	Fiscal Years Ended December 31,
	2013 (1)	2012		2011		2010		2009
	(in thousands of U.S. $, except number of shares, per common share data, fleet and other financial data)
Statement of Operations Data:
Total operating revenues	99,828	410,345		299,848		244,045		216,495
Vessel operating expenses (2)	43,750	86,672		62,872		52,910		60,709
Voyage and charter-hire expenses (3)	14,259	9,853		6,042		32,311		39,463
Administrative expenses	22,952	25,013		33,679		22,832		19,958
Depreciation and amortization	36,871	85,524		70,286		65,076		63,482
Impairment of long-term assets	500	500		500		4,500		1,500
Gain on sale of subsidiary	65,619	—		—		—		—
Other operating losses	—	(27	)	(5,438	)	(6,230	)	—
Operating income	47,115	202,756		121,031		60,186		31,383

1

Dividend Income	30,960		—		—		—		—
Gain on loss of control	—		853,996		—		—		—
Gain on business acquisition	—		4,084		—		—		—
Other non operating income	(3,355	)	(151	)	541		4,196		—
Net financial (income) expenses	(41,768	)	42,868		53,102		66,961		1,692
Income (loss) before equity in net earnings (losses) of affiliates, income taxes and non-controlling interests	116,488		1,017,817		68,470		(2,579	)	29,691
Income taxes	3,404		(2,765	)	1,705		(1,427	)	(1,643	)
Non-controlling interests	—		(43,140	)	(21,625	)	5,825		(8,419	)
Equity in net earnings (losses) of affiliates	15,821		(609	)	(1,900	)	(1,435	)	(4,902	)
Gain on sale of affiliate	—		—		—		—		8,355
Net income attributable to the shareholders	135,713		971,303		46,650		384		23,082
Earnings per common share
- basic (4)	1.69		12.09		0.62		0.01		0.34
- diluted (4)	1.59		11.66		0.62		0.01		0.34
Cash dividends declared and paid per common share (5)	1.35		1.93		1.13		0.45		—
Weighted average number of shares – basic (4)	80,530		80,324		74,707		67,173		67,230
Weighted average number of shares – diluted (4)	80,911		84,243		75,033		67,393		67,335
Balance Sheet Data (as of end of year):
Cash and cash equivalents	125,347		424,714		66,913		164,717		122,231
Restricted cash and short-term investments (6)	23,432		1,551		28,012		21,815		40,651
Amounts due from related parties (short-term)	6,311		5,915		354		222		795
Amounts due from related parties (long-term)	—		34,953		—		—		—
Long-term restricted cash (6)	3,111		—		185,270		186,041		594,154
Investment in available-for-sale securities	267,352		353,034		—		—		—
Investments in affiliates	350,918		367,656		22,529		20,276		21,243
Cost method investments	204,172		198,524		7,347		7,347		7,347
Newbuildings	767,525		435,859		190,100		—		—
Vessels and equipment, net	811,715		573,615		1,203,003		1,103,137		653,496
Vessels under capital lease, net (7)	—		—		501,904		515,666		992,563
Total assets	2,665,221		2,414,399		2,232,634		2,077,772		2,492,436
Current portion of long-term debt	30,784		14,400		64,306		105,629		74,504
Current portion of obligations under capital leases	—		—		5,909		5,766		8,588
Long-term debt	686,244		490,506		707,243		691,549		707,722
Long-term obligations under capital leases (7)	—		—		399,934		406,109		844,355
Non-controlling interests (8)	—		—		78,055		188,734		162,673
Stockholders' equity	1,804,137		1,764,319		677,765		410,588		495,511
Common shares outstanding (4)	80,580		80,504		80,237		67,808		67,577

2

	2013 (1)			2012			2011			2010			2009
Cash Flow Data:
Net cash provided by operating activities	67,722			233,810			116,608			51,710			43,763
Net cash (used in) provided by investing activities	(533,067		)	(290,700		)	(298,644		)	364,736			(56,460		)
Net cash provided by (used in) financing activities	165,978			414,691			84,232			(373,960		)	78,814
Fleet Data (unaudited)
Number of vessels at end of year (9)	7			6			12			12			13
Average number of vessels during year (9)	5.5			12.6			12			12.7			13
Average age of vessels (years)	18.7			25.4			18.8			17.8			15.6
Total calendar days for fleet	2,012			4,615			4,380			4,644			4,892
Total operating days for fleet (10)	1,501			3,684			3,255			2,939			3,351
Other Financial Data (Unaudited):
Average daily time charter equivalent earnings ("TCE") (11) (to the closest $100)	50,850			94,400			87,700			57,200			47,400
Average daily vessel operating costs (12)	$	38,300		$	18,780		$	14,354		$	12,080		$	13,410

Footnotes

(1) During the period from the IPO in April 2011 until the time of the first annual general meeting of unitholders ("AGM") on December 13, 2012, pursuant to the partnership agreement of Golar Partners, we retained the sole power to appoint, remove and replace all of the members of the Partnership's board of directors. Accordingly, Golar Partners was treated as our controlled subsidiary and Golar Partners' results were consolidated with that of the Company. From the first AGM held by Golar Partners, the majority of the Partnership's board members became electable by the common unitholders, from this date, we no longer retain the power to control the board of directors and hence the Partnership and accordingly, we deconsolidated Golar Partners and its subsidiaries from our consolidated financial statements. As a result, from December 13, 2012, Golar Partners has been considered our affiliate entity. The deconsolidation of Golar Partners resulted in a gain of $854 million recognized in 2012.

A summary of the key significant changes in our financial results that occurred in 2013 when compared to historic periods, as a consequence of the deconsolidation, include:

• A decrease in operating income and individual line items therein, in relation to Golar Partner’s fleet;

• A decrease in net financial expense in respect of Golar Partner’s debt and capital lease obligations, net of restricted cash deposits.

Offset by recognition of:

• Gains on the sale of our vessel interests to Golar Partners, commencing with the Golar Maria in February 2013.  However, any recognition from the gain related to the sale of our vessels to Golar Partners will be deferred to the extent it relates to the proportion of our interest accounted for under the equity method, which during the subordination period relates solely to our interest in Golar Partner’s subordinated units.

• Management fee income from the provision of services to Golar Partners under each of the management and administrative services and the fleet management agreements.

• Dividend income in respect of our interests in common units and general partner interests (during the subordination period) and IDRs.

• Equity in net earnings of affiliates, will change to reflect our share of the results of Golar Partners calculated with respect to our interests in its subordinated units only, but offset by a charge for the amortization of the basis difference in relation to the $854 million gain on loss of control.

3

In addition, our Balance Sheet as at December 31, 2012 was affected in the following ways by the deconsolidation:

Balance Sheet:

• "Investment in available-for-sale securities" of $353 million was initially recognized representing the Company's common unit interests held in Golar Partners.

• "Investment in affiliates" of $362.1 million was initially recognized representing the Company's subordinated unit interests held in Golar Partners that during the subordination period will be accounted for under the equity method.

• "Cost method investments"of $191.2 million was initially recognized representing the Company's 2% general partner interest and 100% of the Incentive Distribution Rights ("IDRs") held in Golar Partners.

• The net book value of "Vessels and equipment" was reduced by $707.1 million.

• The net book value of "Vessels under capital leases" was reduced by $485.6 million.

• Restricted cash was reduced by $221.4 million.

• Capital lease obligations were eliminated.

• Long-term debt was reduced by $704.5 million.

• Non-controlling interests were eliminated.

(2) Vessel operating expenses are the direct costs associated with running a vessel including crew wages, vessel supplies, routine repairs, maintenance, insurance, lubricating oils and management fees.

(3) All of our vessels operate under time charters. Under a time charter, the charterer pays substantially all of the voyage expenses, 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.

Charter-hire expense refers to the expenses related to vessels chartered-in under operating leases, but these all expired in September 2010.

(4) Basic earnings per share are calculated based on the income available to common shareholders and the weighted average number of our common shares outstanding.  Treasury shares are not included in this calculation.  The calculation of diluted earnings per share assumes the conversion of potentially dilutive instruments.

(5) During 2010, our board of directors declared and paid to our common shareholders three special dividends (with an aggregate value of $0.73 per share) that each consisted of the distribution of one share of Golar Energy for every seven shares of Golar LNG Limited.

(6) Restricted cash and short-term investments consist of bank deposits, which may only be used to settle certain pre-arranged loans or lease payments, deposits made in accordance with our contractual obligations under our equity swap line facilities, bid or performance bonds for projects we may enter.

(7) Prior to the deconsolidation of Golar Partners in December 2012, we were party to lease financing arrangements in respect of eight of our vessels. In respect of six of these leases we borrowed under term loans and deposited the proceeds into restricted cash accounts.  Concurrently, we entered into capital leases for the vessels, and the vessels were recorded as assets on our balance sheet.  These restricted cash deposits, plus the interest earned on those deposits, equaled the approximate remaining amounts we owed under the capital lease arrangements. When interest rates increased and there was a surplus in the restricted cash account, that surplus was released to us as working capital. Similarly, when interest rates decreased and there was a deficit, those deficits were funded out of our working capital.  In these instances, we considered payments under our capital leases to be funded through our restricted cash deposits, and our continuing obligation was the repayment of the related term loans. During 2010, the outstanding lease liability on five vessels was settled, when we repaid the respective lease financing obligations out of the related restricted cash deposits.  Under U.S. GAAP, we recorded both the obligations under the capital leases and the term loans as liabilities, and both the restricted cash deposits and our vessels under capital leases as assets on our balance sheet.  This accounting treatment had the effect of increasing both our assets and liabilities by the amount of restricted cash deposits relating to the corresponding capital lease obligations.  Pursuant to the deconslidation of Golar Partners in December 2012, the capital lease obligations and the related restricted cash with respect to our lease financing arrangements have been deconsolidated from our balance sheet.

4

(8) Our non-controlling interests have been reduced to $nil pursuant to the deconsolidation of Golar Partners on December 13, 2012. Our non-controlling interests in 2011 until the deconsolidation date of Golar Partners referred to a 45.9% (2011: 34.6%) ownership interest held by private investors in Golar Partners following its initial public offering in April 2011 and follow on equity offerings in 2012 (excluding the 40% ownership interest held by Chinese Petroleum Corporation, Taiwan, in the Golar Mazo).

In addition, as of December 31, 2010 and 2009, our non-controlling interests included 39% and 26%, respectively, in respect of Golar Energy, a formerly listed entity on the Oslo Axess. In mid 2011, we reacquired the non-controlling interest in Golar Enegy, thus increasing our ownership interest to 100% and delisted Golar Energy from the Oslo Axess in July 2011.

(9) As of December 31, 2013, we have 100% ownership interest in our remaining vessels. The increase in the number of vessels from 2012 to 2013 is a result of the delivery of two LNG carriers, offset by the sale of the interest in the company that owns and operates the Golar Maria to Golar Partners. The significant decrease in the number of vessels between 2011 and 2012 is principally a result of the deconsolidation of Golar Partners on December 13, 2012.

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

(11) Non-GAAP Financial Measures TCE: Represents the average time charter equivalent, or TCE, of our fleet. TCE rate is a measure of the average daily revenue performance of a vessel.  For time charters, this is calculated by dividing total operating revenues, less any voyage expenses, by the number of calendar days minus days for scheduled off-hire.  Under a time charter, the charterer pays substantially all of the vessel voyage related expenses.  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 drydocking.  TCE rate is a standard shipping industry performance measure used primarily to compare period-to-period changes in a company's performance despite changes in the mix of charter types (i.e., spot charters, time charters and bareboat charters) under which the vessels may be employed between the periods.  We included average daily TCE, a non-GAAP measure, as we believe it provides additional meaningful information in conjunction with total operating revenues, the most directly comparable GAAP measure, because it assists our management in making decisions regarding the deployment and use of our vessels and in evaluating their financial performance.  Our calculation of TCE may not be comparable to that reported by other companies. The following table reconciles our total operating revenues to average daily TCE.

(12) We calculate average daily vessel operating costs by dividing vessel operating costs by the number of calendar days.

	Years Ended December 31,
	2013		2012		2011		2010		2009
Time charter revenues	90,558		409,593		299,848		244,045		216,495
Voyage expenses	(14,259	)	(9,853	)	(6,042	)	(20,959	)	(20,093	)
	76,299		399,740		293,806		223,086		196,402
Calendar days less scheduled off-hire days	1,994		4,245		3,352		3,901		4,145
Average daily TCE (to the closest $100)	38,300		94,200		87,700		57,200		47,400

B.           Capitalization and Indebtedness

Not Applicable.

C.            Reasons for the Offer and Use of Proceeds

Not Applicable.

5

D.            Risk Factors

The following risks relate principally to our business or to the industry in which we operate.  Other risks relate principally to the securities market and ownership of our common shares.  Any of these risks, or any additional risks not presently known to us or risks that we currently deem immaterial, could significantly and adversely affect our business, our financial condition, our operating results and the trading price of our common shares.

Risks Related to our Company

Our loan agreements are secured by our vessels and contain operating and financial restrictions and other covenants that may restrict our business, financing activities and ability to make cash distributions to our shareholders.

Our obligations under our financing arrangements are secured by certain of our vessels and guaranteed by our subsidiaries holding the interests in our vessels. Our loan agreements impose, and future financial obligations may impose, operating and financial restrictions on us. These restrictions may require the consent of our lenders, or may prevent or otherwise limit our ability to, among other things:

• merge into, or consolidate with, any other entity or sell, or otherwise dispose of, all or substantially all of their assets;

• make or pay equity distributions;

• incur additional indebtedness;

• incur or make any capital expenditures;

• materially amend, or terminate, any of our current charter contracts or management agreements; or

• charter our vessels.

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

Because of the presence of cross-default provisions in most of our and Golar Partners' loan and lease agreements, the refusal of any one lender or lessor to grant or extend a waiver could result in the acceleration of our indebtedness under our other loan agreements even if our or Golar Partner's other lenders or lessors have waived covenant defaults under the respective agreements. A cross-default provision means that if we or Golar Partners default on one loan or lease we would then default on our other loans.

In April 2013, Golar Partners received waivers relating to the requirement under the Golar LNG Partners credit facility and the Golar Freeze facility relating to change of control over the Partnership. Following the grant of such waivers, in order to permanently resolve this issue, the loan facilities affected by the loss of control which contained the change of control provisions were amended in June 2013. As of December 31, 2013, Golar Partners was in compliance with all covenants.

Moreover, in connection with any waivers and/or amendments to our loan agreements, our lenders may impose additional operating and financial restrictions on us and/or modify the terms of our existing loan agreements. These restrictions may limit our ability to, among other things, pay dividends, make capital expenditures and/or incur additional indebtedness, including through the issuance of guarantees. In addition, our lenders may require the payment of additional fees, require prepayment of a portion of our indebtedness to them, accelerate the amortization schedule for our indebtedness and increase the interest rates they charge us on our outstanding indebtedness.

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

A large portion of our cash flow from operations is used to repay the principal and interest on our debt agreements. As of December 31, 2013, our net indebtedness (including loan debt, net of restricted cash and short-term deposits and net of cash and cash equivalents) was $565.1 million and our ratio of net indebtedness to total capital (comprising net indebtedness plus shareholders' equity) was 0.24.

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Our consolidated debt could increase substantially. We will continue to have the ability to incur additional debt. Our level of debt could have important consequences to us, including:

• Our ability to obtain additional financing, if necessary, for working capital, capital expenditures, acquisitions or other purposes may be impaired or such financing may not be available on favorable terms;

• We will need a substantial portion of our cash flow to make principal and interest payments on our debt, reducing the funds that would otherwise be available for operations, future business opportunities and dividends to stockholders;

• Our debt level may make us more vulnerable than our competitors with less debt to competitive pressures or a downturn in our industry or the economy generally; and

• Our debt level may limit our flexibility in obtaining additional financing, pursuing other business opportunities and responding to changing business and economic conditions.

Delay or default by the shipyards or if the shipyards do not meet certain performance requirements, our earnings and financial condition could suffer.

We have entered into contracts for the construction of thirteen newbuildings, including ten LNG carriers and three FSRUs for an aggregate purchase price of approximately $2.8 billion. As of April 25, 2014, three vessels (two LNG carriers and one FSRU) have been delivered and we have paid to the shipyards a total of approximately $1.3 billion of the aggregate purchase price. The remaining LNG carriers are due for delivery during 2014, and the remaining FSRU will be delivered the following year, subject to the outcome of negotiations with Samsung regarding the delayed delivery of certain vessels.

Of our remaining ten newbuilds, two are contracted with Hyundai Samho Heavy Industries Co., Ltd., or Hyundai and the remainder are contracted with Samsung Heavy Industries Co. Ltd., or Samsung. In the event shipyards do not perform under the contracts discussed above and we are unable to enforce certain refund guarantees with third party banks for any reason, we may lose all or part of our investment, which would have a material adverse effect on our results of operations, financial condition and cash flows.

In addition, these projects are subject to the risk of delay or default by the shipyards caused by, among other things, unforeseen quality or engineering problems, work stoppages or other labor disturbances at the shipyard, bankruptcy of or other financial crisis involving the shipyard, weather interference, unanticipated cost increases, delays in receipt of necessary equipment, political, social or economic disturbances, inability to finance the construction of the vessels, and inability to obtain the requisite permits or approvals. In accordance with industry practice, in the event the shipyards are unable or unwilling to deliver the vessels, we may not have substantial remedies. Failure to construct or deliver the ships by the shipyards or any significant delays could increase our expenses and diminish our net income and cash flows.

We have a substantial equity investment in our former subsidiary, Golar Partners, that from December 13, 2012, is no longer consolidated with our financial results, and our investment is subject to the risks related to its respective business.

As of December 31, 2013, we had an ownership interest of 41.4% (including our 2% general partner interest) in Golar Partners, in addition to 100% of the incentive distribution rights ("IDRs") of Golar Partners. The aggregate carrying value of our investments in Golar Partners as of December 31, 2013 was $809.0 million, which represents our total interests in the common, subordinated and general partner units and the IDRs. We account for our interests in the subordinated units under the equity method, the common units as available-for-sale securities and the general partner units and IDRs as cost-method investments. Please see Note 5 "Deconsolidation of Golar Partners to our Consolidated Financial Statements" for further detail.

In addition to the value of our investment, we receive cash distributions from Golar Partners, which amounted to $63.7 million for the year ended December 31, 2013. Furthermore, we receive management fee income from the provision of services to Golar Partners under each of the management and administrative services agreement and the fleet management agreements, which amounted to $9.2 million for the year ended December 31, 2013.

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Accordingly, the value of our investment and the income generated from our investment in Golar Partners is subject to a variety of risks, including the risks related to its business as disclosed in its respective public filings with the SEC. The occurrence of any such risks may negatively affect our financial condition. As of April 25, 2014, Golar Partners had a fleet of nine vessels, that we manage under the management agreements referred to above, that operate under medium to long-term charters with a concentrated number of charterers which include BG Group, Petrobras, Pertamina, Dubai Supply Authority ("DUSUP"), PT Nusantara Regas ("PTNR") and Kuwait National Petroleum Company ("KNPC"). Accordingly, a significant risk to Golar Partners is the loss of any of these customers, charters or vessels, or under certain operational circumstances, a decline in payments under any of the charters, which could have a material adverse effect on its business and its ability to make cash distributions to its unitholders if the vessel was not re-chartered to another customer for an extended period of time.

The common units of Golar Partners are listed on the Nasdaq Global market and due to their preferential distribution and liquidation rights during the subordination period are accounted for as available-for-sale securities. As of December 31, 2013, the fair value of our investment in the common units of Golar Partners was $267.4 million. If the price of the common units of Golar Partners declines due to other than temporary reasons, we would be required to recognize future impairment charges which may have a material adverse effect on our results of operations for the period that the impairment charges are recognized.

A shortage of qualified officers and crew could have an adverse effect on our business and financial condition.

LNG carriers and FSRUs require a technically skilled officer staff with specialized training. Increases in our historical vessel operating expenses have been attributable primarily to the rising costs of recruiting and retaining officers for our fleet. The pool of technically competent crew members has not grown very much during the past few years as the demand for crew members was hampered by the lack of newbuild orders during the period between 2008 to 2010. However, more recently the number of orders for newbuild LNG carriers and FSRUs has grown and as deliveries of these new vessels start to materialize, the demand for technically skilled officers and crew has been increasing, which has led to a shortfall of such personnel. If we or our third-party ship managers are unable to employ technically skilled staff and crew, we will not be able to adequately staff our vessels particularly as we take delivery of our newbuildings. A material decrease in the supply of technically skilled officers or an inability of our third-party managers to attract and retain such qualified officers could impair our ability to operate, or increase the cost of crewing our vessels, which would materially adversely affect our business, financial condition and results of operations and significantly reduce our ability to make distributions to shareholders.

Our growth depends on our ability to expand relationships with existing customers and obtain new customers, for which we will face substantial competition.

One of our principal objectives is to enter into additional medium or long-term, fixed-rate time charters for our LNG carriers and FSRUs. The process of obtaining new long-term time charters is highly competitive and generally involves an intensive screening process and competitive bids, and often extends for several months. LNG carrier or FSRU time charters are awarded based upon a variety of factors relating to the vessel operator, including but not limited to:

• LNG shipping and FSRU experience and quality of ship operations;

• shipping industry relationships and reputation for customer service and safety;

• technical ability and reputation for operation of highly specialized vessels, including FSRUs;

• quality and experience of seafaring crew;

• the ability to finance FSRUs and LNG carriers at competitive rates, and financial stability generally;

• construction management experience, including, (i) relationships with shipyards and the ability to get suitable berths; and (ii) the ability to obtain on-time delivery of new FSRUs and LNG carriers according to customer specifications;

• willingness to accept operational risks pursuant to the charter, such as allowing termination of the charter for force majeure events; and

• competitiveness of the bid in terms of overall price.

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We expect substantial competition for providing floating storage and regasification services and marine transportation services for potential LNG projects from a number of experienced companies, including state-sponsored entities and major energy companies.  Many of these competitors have significantly greater financial resources and larger and more versatile fleets than we do.  We anticipate that an increasing number of marine transportation companies, including many with strong reputations and extensive resources and experience, will enter the FSRU market and LNG transportation market.  This increased competition may cause greater price competition for time charters.  As a result of these factors, we may be unable to expand our relationships with existing customers or obtain new customers on a profitable basis, if at all, which could have a material adverse effect on our business, results of operations, financial condition and ability to make cash distributions.

Our growth also depends on continued growth in demand for LNG, FSRUs and LNG carriers.

Our growth strategy focuses on expansion in the floating storage and regasification sector and the LNG shipping sector.  While global LNG demand has continued to rise, the rate of its growth has fluctuated for several reasons, including the global economic crisis and the continued increase in natural gas production from unconventional sources in regions such as North America.  Accordingly, our growth depends on continued growth in world and regional demand for LNG, FSRUs and LNG carriers, which could be negatively affected by a number of factors, including but not limited to:

• increases in the cost of natural gas derived from LNG relative to the cost of natural gas;

• decreases in the cost of, or increases in the demand for, conventional land-based regasification systems, which could occur if providers or users of regasification services seek greater economies of scale than FSRUs can provide, or if the economic, regulatory or political challenges associated with land-based activities improve;

• further development of, or decreases in the cost of, alternative technologies for vessel-based LNG regasification;

• increases in the production of natural gas in areas linked by pipelines to consuming areas, the extension of existing, or the development of new, pipeline systems in markets we may serve, or the conversion of existing non-natural gas pipelines to natural gas pipelines in those markets; and

• negative global or regional economic or political conditions, particularly in LNG-consuming regions, which could reduce energy consumption or its growth.

Reduced demand for LNG, FSRUs or LNG carriers would have a material adverse effect on our future growth and could harm our business, results of operations and financial condition.

We expect to enter the Floating Liquefaction "FLNG" market within the second quarter of 2014 through an investment, however, we cannot guarantee you that contract negotiations will progress favorably or our expansion into the FLNG market will be profitable.

We are currently in negotiations to convert certain of vessels into FLNG vessels. We anticipate a firm investment decision and the signing of a conversion contract with Keppel Shipyard ("Keppel") during the second quarter of 2014. We are currently marketing the FLNG vessels to several prospective customers. Our aim is to find a strong strategic partner that has an interest in utilizing one or several vessels to produce LNG from a specific defined gas reserve. It is uncertain however that a final strategic partnership can be concluded within the same time frame. This mismatch significantly increases the risk of the project but also gives the Company more flexibility in optimizing its project returns. Our inability to reach agreement on terms that are favorable to us may have an adverse effect on our financial condition.

We operate our vessels in the spot/short-term charter market for LNG vessels.  Failure to find profitable employment for these vessels, or our newbuildings upon their delivery, could adversely affect our operations.

 We currently have four vessels operating in the spot/short-term charter market, the market for chartering an LNG carrier for a single voyage, or for a short time period of up to two years.  In addition, we have entered into newbuilding contracts for the construction of ten LNG carriers and three FSRUs, three of which (two LNG carriers and one FSRU), have been delivered. The remaining newbuilds will be delivered during 2014 and 2015. Medium to long-term time charters generally provide reliable revenues, but they also limit the portion of our fleet available to the spot/short-term market during an upswing in the LNG industry cycle, when spot/short-term market voyages might be more profitable. The charter rates payable under time charters or in the spot market may be uncertain and volatile and will depend upon, among other things, economic conditions in the LNG market.  The supply and demand balance for LNG carriers and FSRUs is also uncertain.

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We also cannot assure you that we will be able to successfully employ our vessels in the future or our newbuildings upon their delivery at rates sufficient to allow us to operate our business profitably or meet our obligations.  If we are unable to find profitable employment or re-deploy an LNG carrier or FSRU, we will not receive any revenues from that vessel, but we may be required to pay expenses necessary to maintain that vessel in proper operating condition.  A decline in charter or spot rates or a failure to successfully charter our vessels could have a material adverse effect on our results of operations and our ability to meet our financing obligations.

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

We have entered into, and may enter in the future, contracts, conversion contracts with shipyards, credit facilities with banks, interest rate swaps, foreign currency swaps and equity swaps.  Such agreements subject us to counterparty risks.  The ability of each of our counterparties to perform its obligations under a contract with us will depend on a number of factors that are beyond our control and may include, among other things, general economic conditions and the overall financial condition of the counterparty.  Should a counterparty fail to honor its obligations under agreements with us, we could sustain significant losses, which could have a material adverse effect on our business, financial condition, results of operations and cash flows.

The current and future state of the global financial markets and current economic conditions may adversely impact our ability to obtain new financing or to refinance our existing debt portfolio on terms acceptable to us, which would negatively impact our business.

Global financial markets and economic conditions have been, and continue to be, volatile.  Recently, operating businesses in the global economy have faced tightening credit, weakening demand for goods and services, deteriorating international liquidity conditions, and declining markets. There has been a general decline in the willingness by banks and other financial institutions to extend credit, particularly in the shipping industry, due to the historically volatile asset values of vessels. As the shipping industry is highly dependent on the availability of credit to finance and expand operations, it has been negatively affected by this decline.

Also, as a result of concerns about the stability of financial markets generally and the solvency of counterparties specifically, the cost of obtaining money from the credit markets has increased as many lenders have increased interest rates, enacted tighter lending standards, refused to refinance existing debt at all or on terms similar to current debt and reduced, and in some cases ceased, to provide funding to borrowers. Due to these factors, we cannot be certain that financing will be available if needed and to the extent required, on acceptable terms. If financing is not available when needed, or is available only on unfavorable terms, we may be unable to meet our obligations as they come due or we may be unable to enhance our existing business, complete additional vessel acquisitions or otherwise take advantage of business opportunities as they arise.

If the current global economic environment persists or worsens, we may be negatively affected in the following ways:

• we may not be able to employ our vessels at charter rates as favorable to us as historical rates or at all or operate our vessels profitably; and

• the market value of our vessels could decrease, which may cause us to recognize losses if any of our vessels are sold or if their values are impaired.

The occurrence of any of the foregoing could have a material adverse effect on our business, results of operations, cash flows, financial condition and ability to pay dividends.

Due to the lack of diversification in our lines of business, adverse developments in the LNG industry would negatively impact our results of operations, financial condition and ability to pay dividends.

Currently, we rely primarily on the revenues generated from our LNG carriers and cash distributions from Golar Partners.  Due to the lack of diversification in our lines of business, an adverse development in our LNG business, in the LNG industry or in the offshore energy infrastructure industry, generally, would have a significant impact on our business, financial condition, results of operations and ability to pay dividends to our shareholders.

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An increase in costs could materially and adversely affect our financial performance.

Our vessel operating expenses and drydock capital expenditures depend on a variety of factors, including crew costs, provisions, deck and engine stores and spares, lubricating oil, insurance, maintenance and repairs and shipyard costs, many of which are beyond our control and affect the entire shipping industry.  Also, while we do not bear the cost of fuel (bunkers) under our time charters, fuel is a significant, if not the largest, expense in our operations when our vessels are idle during periods of commercial waiting time or when positioning or repositioning before or after a time charter.  If costs continue to rise, they could materially and adversely affect our results of operations.

We may be unable to attract and retain key management personnel in the LNG industry, which may negatively impact the effectiveness of our management and our results of operation.

Significant demands are placed on our management as a result of our growth.  As we expand our operations, we must manage and monitor our operations, control costs and maintain quality and control.  In addition, the provision of management services to our publicly traded affiliate, Golar Partners and the supervision of the construction of our newbuilding vessels has increased the complexity of our business and placed additional demands on our management.  Our success depends, to a significant extent, upon the abilities and the efforts of our senior executives.  While we believe that we have an experienced management team, the loss or unavailability of one or more of our senior executives for any extended period of time could have an adverse effect on our business and results of operations.

The derivative contracts we have entered into to hedge our exposure to fluctuations in interest rates could result in higher than market interest rates and charges against our income.

As of December 31, 2013, we had total outstanding long-term debt of $717.0 million, of which $589.0 million was exposed to a floating interest rate.  In order to manage our exposure to interest rate fluctuations, we use interest rate swaps to effectively fix a part of our floating rate debt obligations.  As of December 31, 2013, we have interest rate swaps with a notional amount of $1.6 billion representing approximately 228% of our total debt.  While we are currently over-hedged, this will normalize as we drawdown on our $1.125 billion facility to take delivery of our newbuildings. Our hedging strategies, however, may not be effective and we may incur substantial losses if interest rates move materially differently from our expectations.

Our financial condition could be materially adversely affected to the extent we do not hedge our exposure to interest rate fluctuations under our financing arrangements, under which loans have been advanced at a floating rate based on LIBOR and for which we have not entered into an interest rate swap or other hedging arrangement.  Any hedging activities we engage in may not effectively manage our interest rate exposure or have the desired impact on our financial conditions or results of operations. See "Item 11. Quantitative and Qualitative Disclosures about Market Risk."

The aging of our fleet may result in increased operating costs in the future, which could adversely affect our earnings.

In general, the costs to maintain a vessel in good operating condition increase with the age of the vessel.  Our current fleet has a weighted average age of approximately 22.2 years.  Due to improvements in engine technology, older vessels are typically less fuel-efficient and more costly to maintain than more recently constructed vessels.  Cargo insurance rates also increase with the age of a vessel, making older vessels less desirable to charterers.

Governmental regulations, including environmental regulations, safety regulations, or other equipment standards related to the age of vessels may require expenditures for alterations, or the addition of new equipment, to our vessels to comply with safety or environmental laws or regulations that may be enacted in the future.  These laws or regulations may also restrict the type of activities in which our vessels may engage or prohibit their operation in certain geographic regions.  We cannot predict what alterations or modifications our vessels may be required to undergo as a result of requirements that may be promulgated in the future.  As our vessels age, market conditions might not justify any required expenditures or enable us to operate our vessels profitably during the remainder of their useful lives.

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We may not be able to obtain financing to fund our growth or our future capital expenditures, which could negatively impact our results of operations, financial condition and ability to pay dividends.

In order to fund future FSRU retrofitting projects, liquefaction projects, newbuilding programs, vessel acquisitions, increased working capital levels or other capital expenditures, we may be required to use cash from operations, incur additional borrowings or raise capital through the sale of debt or additional equity securities.  Use of cash from operations may reduce the amount of cash available for dividend distributions.  Our ability to obtain bank financing or to access the capital markets for any future debt or equity offerings may be limited by our financial condition at the time of such financing or offering, as well as by adverse market conditions resulting from, among other things, general economic conditions and contingencies and uncertainties that are beyond our control.  Our failure to obtain funds for future capital expenditures could impact our results of operations, financial condition and our ability to pay dividends.  The issuance of additional equity securities would dilute your interest in us and reduce dividends payable to you.  Even if we are successful in obtaining bank financing, paying debt service would limit cash available for working capital and increasing our indebtedness could have a material adverse effect on our business, results of operations, cash flows, financial condition and ability to pay dividends.

We are exposed to U.S. Dollar and foreign currency fluctuations and devaluations that could harm our reported revenue and results of operations.

Our principal currency for our operations and financing is the U.S. dollar.  We generate the majority of our revenues in the U.S. dollar.  Apart from U.S. dollar, we incur a portion of capital, operating and administrative expenses in multiple currencies.

Due to a portion of our expenses are incurred in currencies other than the U.S. Dollar, our expenses may from time to time increase relative to our revenues as a result of fluctuations in exchange rates, particularly between the U.S. Dollar and the Euro, the British pound, and the Norwegian Kroner, which could affect the amount of net income that we report in future periods. We use financial derivatives to hedge some of our currency exposure.  Our use of financial derivatives involves certain risks, including the risk that losses on a hedged position could exceed the nominal amount invested in the instrument and the risk that the counterparty to the derivative transaction may be unable or unwilling to satisfy its contractual obligations, which could have an adverse effect on our results.

We may be subject to litigation that, if not resolved in our favor and not sufficiently insured against, could have a material adverse effect on us.

We may be, from time to time, involved in various litigation matters. These matters may include, among other things, contract disputes, personal injury claims, environmental claims or proceedings, asbestos and other toxic tort claims, employment matters, governmental claims for taxes or duties and other litigation that arises in the ordinary course of our business. Although we intend to defend these matters vigorously, we cannot predict with certainty the outcome or effect of any claim or other litigation matter, and the ultimate outcome of any litigation or the potential costs to resolve them may have a material adverse effect on us. Insurance may not be applicable or sufficient in all cases and/or insurers may not remain solvent, which may have a material adverse effect on our financial condition.

We may have to pay tax on United States source income, which would reduce our earnings.

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

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

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

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United States tax authorities could treat us as a "passive foreign investment company", which could have adverse United States federal income tax consequences to U.S. shareholders.

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

Based on our current and expected future method of operation, we do not believe that we will be a PFIC with respect to any taxable year.  In this regard, we intend to treat the gross income we derive or are deemed to derive from our time chartering activities as services income, rather than rental income.  Accordingly, we believe that our income from our time chartering activities does not constitute "passive income," and the assets that we own and operate in connection with the production of that income do not constitute passive assets.

There is, however, no direct legal authority under the PFIC rules addressing our method of operation.  We believe there is substantial legal authority supporting our position consisting of case law and United States Internal Revenue Service, or IRS, pronouncements concerning the characterization of income derived from time charters and voyage charters as services income for other tax purposes.  However, we note that there is also authority which characterizes time charter income as rental income rather than services income for other tax purposes.  Accordingly, no assurance can be given that the IRS or a court of law will accept our position, and there is a risk that the IRS or a court of law could determine that we are a PFIC.  Moreover, no assurance can be given that we would not constitute a PFIC for any future taxable year if there were to be changes in the nature and extent of our operations.

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

We are a holding company, and our ability to pay dividends will be limited by the value of investments we currently hold and by the distribution of funds from our subsidiaries and affiliates.

We are a holding company whose assets mainly comprise of equity interests in our subsidiaries and other quoted and non-quoted companies and our interest in our affiliate, Golar Partners.  As a result, should we decide to pay dividends, we would be dependent on the performance of our operating subsidiaries and other investments.  If we were not able to receive sufficient funds from our subsidiaries and other investments, including from the sale of our investment interests, we would not be able to pay dividends unless we obtain funds from other sources.  We may not be able to obtain the necessary funds from other sources on terms acceptable to us.

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

Because we are a Bermuda company, the rights of holders of our common shares will be governed by Bermuda law and our memorandum of association and bye-laws.  The rights of shareholders under Bermuda law may differ from the rights of shareholders in other jurisdictions.  Among these differences is a Bermuda law provision that permits a company to exempt a director from liability for any negligence, default, or breach of a fiduciary duty except for liability resulting directly from that director's fraud or dishonesty.  Our bye-laws provide that no director or officer shall be liable to us or our shareholders unless the director's or officer's liability results from that person's fraud or dishonesty.  Our bye-laws also require us to indemnify a director or officer against any losses incurred by that director or officer resulting from their negligence or breach of duty, except where such losses are the result of fraud or dishonesty.  Accordingly, we carry directors' and officers' insurance to protect against such a risk. In addition, under Bermuda law, the directors of a Bermuda company owe their duties to that company and not to the shareholders.  Bermuda law does not, generally, permit shareholders of a Bermuda company to bring an action for a wrongdoing against the company, but rather the company itself is generally the proper plaintiff in an action against the directors for a breach of their fiduciary duties.  These provisions of Bermuda law and our bye-laws, as well as other provisions not discussed here, may differ from the law of jurisdictions with which investors may be more familiar and may substantially limit or prohibit shareholders ability to bring suit against our directors.

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

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

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

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

Risks Related to Our Industry

The operation of LNG carriers and FSRUs is inherently risky, and an incident resulting in significant loss or environmental consequences involving any of our vessels could harm our reputation and business.

Our vessels and their cargoes are at risk of being damaged or lost because of events such as:

• marine disasters;

• piracy;

• environmental accidents;

• bad weather;

• mechanical failures;

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• grounding, fire, explosions and collisions;

• human error; and

• war and terrorism.

An accident involving any of our vessels could result in any of the following:

• death or injury to persons, loss of property or environmental damage;

• delays in the delivery of cargo;

• loss of revenues from or termination of charter contracts;

• governmental fines, penalties or restrictions on conducting business;

• higher insurance rates; and

• damage to our reputation and customer relationships generally.

Any of these circumstances or events could increase our costs or lower our revenues.  Additionally, the involvement of our vessels in an oil spill or other environmental disaster may harm our reputation as a safe and reliable LNG carrier operator.

If our vessels suffer damage, they may need to be repaired.  The costs of vessel repairs are unpredictable and can be substantial.  We may have to pay repair costs that our insurance policies do not cover.  The loss of earnings while these vessels are being repaired, as well as the actual cost of these repairs, would decrease our results of operations.  If one of our vessels were involved in an accident with the potential risk of environmental contamination, the resulting media coverage could have a material adverse effect on our business, our results of operations and cash flows, weaken our financial condition and negatively affect our ability to pay dividends.  Further, the total loss of any of our vessels could harm our reputation as a safe and reliable LNG Carrier and FSRU owner and operator. If we are unable to adequately maintain or safeguard our vessels, we may be unable to prevent any such damage, costs or loss which could negatively impact our business, financial condition, results of operations, cash flows and ability to pay dividends.

Growth of the LNG market may be limited by many factors, including infrastructure constraints and community and political group resistance to new LNG infrastructure over concerns about environmental, safety and terrorism.

A complete LNG project includes production, liquefaction, regasification, storage and distribution facilities and LNG carriers.  Existing LNG projects and infrastructure are limited, and new or expanded LNG projects are highly complex and capital intensive, with new projects often costing several billion dollars. Many factors could negatively affect continued development of LNG infrastructure and related alternatives, including floating storage and regasification, or disrupt the supply of LNG, including:

• 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, FSRU or LNG carrier; and

• labor or political unrest affecting existing or proposed areas of LNG production and regasification.

We expect that, as a result of the factors discussed above, some of the proposals to expand existing or develop new LNG liquefaction and regasification facilities may be abandoned or significantly delayed. If the LNG supply chain is disrupted or does not continue to grow, or if a significant LNG explosion, spill or similar incident occurs, it could have a material adverse effect on our business, results of operations and financial condition and our ability to make cash distributions.

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Terrorist attacks, piracy, increased hostilities or war could lead to further economic instability, increased costs and disruption of our business.

LNG facilities, shipyards, vessels (including FSRUs and conventional LNG carriers), pipelines and gas fields could be targets of future terrorist attacks or piracy.  Terrorist attacks, war or other events beyond our control that adversely affect the production, storage, transportation or regasification of LNG to be shipped or processed by us could entitle our customers to terminate our charters, which would harm our cash flow and our business.  Concern that LNG facilities may be targeted for attack by terrorists has contributed to significant community and environmental resistance to the construction of a number of LNG facilities, primarily in North America.  If a terrorist incident involving an LNG facility, FSRU or LNG carrier did occur, the incident may adversely affect construction of additional LNG facilities or FSRUs or the temporary or permanent closing of various LNG facilities or FSRUs currently in operation.

An over-supply of vessel capacity may lead to a reduction in charter hire rates and profitability.

The supply of vessels generally increases with deliveries of new vessels and decreases with the scrapping of older vessels, conversion of vessels to other uses, and loss of tonnage as a result of casualties. Currently, there is significant newbuilding activity with respect to virtually all sizes and classes of vessels.  While we currently believe that there is demand for additional tonnage in the near-term, an over-supply of vessel capacity combined with a decline in the demand for such vessels, may result in a reduction of charter hire rates.  If such a reduction continues in the future, upon the expiration or termination of our vessels' current charters, we may only be able to re-charter our vessels or our newbuilds upon delivery at reduced or unprofitable rates or we may not be able to charter our vessels at all, which would have a material adverse effect on our revenues and profitability.

Hire rates for FSRUs and LNG carriers may fluctuate substantially.

Hire rates for LNG and to a lesser extent FSRU carriers may fluctuate over time as a result of changes in the supply-demand balance relating to current and future FSRU and LNG carrier capacity.  This supply-demand relationship largely depends on a number of factors outside our control.  The LNG market is closely connected to world natural gas prices and energy markets, which we cannot predict.  A substantial or extended decline in natural gas prices could adversely affect our ability to recharter our vessels at acceptable rates or acquire and profitably operate new FSRUs or LNG carriers.  Our ability from time to time to charter or re-charter any vessel at attractive rates will depend on, among other things, the prevailing economic conditions in the LNG industry.  Hire rates for FSRUs and LNG carriers correlate to the price of newbuilding  FSRUs and LNG carriers.  If rates are lower when we are seeking a new charter, our earnings and ability to make distributions to our shareholders will suffer.

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

Vessel values for LNG carriers can fluctuate substantially over time due to a number of different factors, including: 

• prevailing economic and market conditions in the natural gas and energy markets;

• a substantial or extended decline in demand for LNG;

• increases in the supply of vessel capacity;

• the type, size and age of a vessel; and

• the cost of newbuildings or retrofitting or modifying existing vessels, as a result of technological advances in vessel design or equipment, changes in applicable environmental or other regulations or standards, customer requirements or otherwise.

As our vessels age, the expenses associated with maintaining and operating them are expected to increase, which could have an adverse effect on our business and operations if we do not maintain sufficient cash reserves for maintenance and replacement capital expenditures.  Moreover, the cost of a replacement vessel would be significant.

During the period a vessel is subject to a charter, we will not be permitted to sell it to take advantage of increases in vessel values without the charterers' agreement.  If a charter terminates, we may be unable to re-deploy the affected vessels at attractive rates and, rather than continue to incur costs to maintain and finance them, we may seek to dispose of them.  When vessel values are low, we may not be able to dispose of vessels at a reasonable price when we wish to sell vessels, and conversely, when vessel values are elevated, we may not be able to acquire additional vessels at attractive prices when we wish to acquire additional vessels, which could adversely affect our business, results of operations, cash flow, financial condition and ability to make distributions to shareholders. Please refer to Item 5. "Critical Accounting Estimates – Vessel Market Valuations" for further information.

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The LNG transportation industry is competitive and we may not be able to compete successfully, which would adversely affect our earnings.

The LNG transportation industry in which we operate is competitive, especially with respect to the negotiation of long-term charters.  Competition arises primarily from other LNG carrier owners, some of whom have substantially greater resources than we do.  Furthermore, new competitors with greater resources could enter the market for LNG carriers and FSRUs and operate larger fleets through consolidations, acquisitions or the purchase of new vessels, and may be able to offer lower charter rates and more modern fleets.  If we are not able to compete successfully, our earnings could be adversely affected.  Competition may also prevent us from achieving our goal of profitably expanding into other areas of the LNG industry.

Our vessels may call on ports located in countries that are subject to restrictions imposed by the U.S. or other governments, which could adversely affect our business.

Although no vessels operated by us have called on ports located in countries subject to sanctions and embargoes imposed by the U.S. government and countries identified by the U.S. government as state sponsors of terrorism, such as Cuba, Iran, Sudan and Syria, in the future our vessels may call on ports in these countries from time to time on our charterers' instructions. None of our vessels made any port calls to Iran in 2013. The U.S. sanctions and embargo laws and regulations vary in their application, as they do not all apply to the same covered persons or proscribe the same activities, and such sanctions and embargo laws and regulations may be amended or strengthened over time. In 2010, the U.S. enacted the Comprehensive Iran Sanctions Accountability and Divestment Act, or CISADA, which expanded the scope of the Iran Sanctions Act. Among other things, CISADA expands the application of the prohibitions to companies such as ours and introduces limits on the ability of companies and persons to do business or trade with Iran when such activities relate to the investment, supply or export of refined petroleum or petroleum products. In addition, in 2012, President Obama signed Executive Order 13608 which prohibits foreign persons from violating or attempting to violate, or causing a violation of any sanctions in effect against Iran or facilitating any deceptive transactions for or on behalf of any person subject to U.S. sanctions. Any persons found to be in violation of Executive Order 13608 will be deemed a foreign sanctions evader and will be banned from all contacts with the United States, including conducting business in U.S. dollars. Also in 2012, President Obama signed into law the Iran Threat Reduction and Syria Human Rights Act of 2012, or the Iran Threat Reduction Act, which created new sanctions and strengthened existing sanctions. Among other things, the Iran Threat Reduction Act intensifies existing sanctions regarding the provision of goods, services, infrastructure or technology to Iran's petroleum or petrochemical sector. The Iran Threat Reduction Act also includes a provision requiring the President of the United States to impose five or more sanctions from Section 6(a) of the Iran Sanctions Act, as amended, on a person the President determines is a controlling beneficial owner of, or otherwise owns, operates, or controls or insures a vessel that was used to transport crude oil from Iran to another country and (1) if the person is a controlling beneficial owner of the vessel, the person had actual knowledge the vessel was so used or (2) if the person otherwise owns, operates, or controls, or insures the vessel, the person knew or should have known the vessel was so used. Such a person could be subject to a variety of sanctions, including exclusion from U.S. capital markets, exclusion from financial transactions subject to U.S. jurisdiction, and exclusion of that person's vessels from U.S. ports for up to two years.

On November 24, 2013, the P5+1 (the United States, United Kingdom, Germany, France, Russia and China) entered into an interim agreement with Iran entitled the “Joint Plan of Action” (“JPOA”). Under the JPOA it was agreed that, in exchange for Iran taking certain voluntary measures to ensure that its nuclear program is used only for peaceful purposes, the U.S. and EU would voluntarily suspend certain sanctions for a period of six months.

On January 20, 2014, the U.S. and E.U. indicated that they would begin implementing the temporary relief measures provided for under the JPOA. These measures include, among other things, the suspension of certain sanctions on the Iranian petrochemicals, precious metals, and automotive industries from January 20, 2014 until July 20, 2014.

Although it is our intention to comply with the provisions of the JPOA, there can be no assurance that we will be in compliance in the future as such regulations and U.S. Sanctions may be amended over time, and the U.S. retains the authority to revoke the aforementioned relief if Iran fails to meet its commitments under the JPOA.

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Although we believe that we have been in compliance with all applicable sanctions and embargo laws and regulations, and intend to maintain such compliance, there can be no assurance that we will be in compliance in the future, particularly as the scope of certain laws may be unclear and may be subject to changing interpretations. Any such violation could result in fines, penalties or other sanctions that could severely impact our ability to access U.S. capital markets and conduct our business, and could result in some investors deciding, or being required, to divest their interest, or not to invest, in us. In addition, certain institutional investors may have investment policies or restrictions that prevent them from holding securities of companies that have contracts with countries identified by the U.S. government as state sponsors of terrorism. The determination by these investors not to invest in, or to divest from, our common stock may adversely affect the price at which our common stock trades. Moreover, our charterers may violate applicable sanctions and embargo laws and regulations as a result of actions that do not involve us or our vessels, and those violations could in turn negatively affect our reputation. In addition, our reputation and the market for our securities may be adversely affected if we engage in certain other activities, such as entering into charters with individuals or entities in countries subject to U.S. sanctions and embargo laws that are not controlled by the governments of those countries, or engaging in operations associated with those countries pursuant to contracts with third parties that are unrelated to those countries or entities controlled by their governments. Investor perception of the value of our common stock may be adversely affected by the consequences of war, the effects of terrorism, civil unrest and governmental actions in these and surrounding countries.

Our insurance coverage may be insufficient to cover losses that may occur to our property or result from our operations.

The operation of LNG carriers and FSRUs is inherently risky.  Although we carry protection and indemnity insurance, all risks may not be adequately insured against, and any particular claim may not be paid.  Any claims covered by insurance would be subject to deductibles, and since it is possible that a large number of claims may be brought, the aggregate amount of these deductibles could be material.  Certain of our insurance coverage is maintained through mutual protection and indemnity associations and, as a member of such associations, we may be required to make additional payments over and above budgeted premiums if member claims exceed association reserves.

We may be unable to procure adequate insurance coverage at commercially reasonable rates in the future.  For example, more stringent environmental regulations have led in the past to increased costs for, and in the future may result in the lack of availability of, insurance against risks of environmental damage or pollution.  A marine disaster could exceed our insurance coverage, which could harm our business, financial condition and operating results.  Any uninsured or underinsured loss could harm our business and financial condition.  In addition, our insurance may be voidable by the insurers as a result of certain of our actions, such as our vessels failing to maintain certification with applicable maritime self-regulatory organizations.

Changes in the insurance markets attributable to terrorist attacks may also make certain types of insurance more difficult for us to obtain.  In addition, upon renewal or expiration of our current policies, the insurance that may be available to us may be significantly more expensive than our existing coverage.

We may be subject to increased premium payments, or calls, if the value of our claim records, the claim records of our fleet managers, and/or the claim records of other members of the protection and indemnity associations through which we receive insurance coverage for tort liability (including pollution-related liability) significantly exceed projected claims. In addition, our protection and indemnity associations may not have enough resources to cover claims made against them. Our payment of these calls could result in significant expense to us, which could have a material adverse effect on our business, results of operations, cash flows, financial condition and ability to pay dividends.

Our vessels operating in international waters, now or in the future, will be subject to various federal, state and local laws and regulations relating to protection of the environment.

Our vessels traveling in international waters are subject to various existing regulations published by the International Maritime Organization or the IMO as well as marine pollution and prevention requirements imposed by the International Convention for the Prevention of Pollution from Ships (MARPOL Convention).  In addition, our LNG vessels may become subject to the International Convention on Liability and Compensation for Damage in Connection with the Carriage of Hazardous and Noxious Substances by Sea (HNS), as amended by the April 2010 Protocol to the HNS Convention or the 2010 HNS Convention, if it is entered into force.  In addition, national laws generally provide for a LNG carrier or offshore LNG facility owner or operator to bear strict liability for pollution, subject to a right to limit liability under applicable national or international regimes for limitation of liability.  However, some jurisdictions are not a party to an international regime limiting maritime pollution liability, and, therefore, a vessel owner's or operator's rights to limit liability for maritime pollution in such jurisdictions may be uncertain.

Please see Item 4. "Information on the Company—Business Overview—Environmental and Other Regulations - International Maritime Regulations of LNG Vessels" and "—Other Regulation" below for a more detailed discussion on these topics.

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Our vessels operating in U.S. waters now or, in the future, will be subject to various federal, state and local laws and regulations relating to protection of the environment.

Our vessels operating in U.S. waters now or, in the future, will be subject to various federal, state and local laws and regulations relating to protection of the environment, including the Oil Pollution Act of 1990 (OPA), the U.S. Comprehensive Environmental Response, Compensation, and Liability Act (CERCLA), the Clean Water Act, and the Clean Air Act.  In some cases, these laws and regulations require us to obtain governmental permits and authorizations before we may conduct certain activities.  These environmental laws and regulations may impose substantial penalties for noncompliance and substantial liabilities for pollution.  Failure to comply with these laws and regulations may result in substantial civil and criminal fines and penalties.  As with the industry generally, our operations will entail risks in these areas, and compliance with these laws and regulations, which may be subject to frequent revisions and reinterpretation, may increase our overall cost of business.

Please read "Item 4 Information on the Business Overview—Environmental and Other Regulations- International Maritime Regulations of LNG Vessels" and "Other Regulation" below for a more detailed discussion on these topics.

Our operations are subject to substantial environmental and other regulations, which may significantly increase our expenses.

Our operations are affected by extensive and changing international, national and local environmental protection laws, regulations, treaties and conventions in force in international waters, the jurisdictional waters of the countries in which our vessels operate, as well as the countries of our vessels' registration, including those governing oil spills, discharges to air and water, and the handling and disposal of hazardous substances and wastes.  These regulations include the U.S. Oil Pollution Act of 1990, or the OPA, the U.S. Clean Water Act, the U.S. Maritime Transportation Security Act of 2002 and regulations of the IMO, including the International Convention on Civil Liability for Oil Pollution Damage of 1969, as from time to time amended and generally referred to as the CLC, the IMO International Convention for the Prevention of Pollution from Ships of 1973, as from time to time amended and generally referred to as MARPOL, the IMO International Convention for the Safety of Life at Sea of 1974, as from time to time amended and generally referred to as SOLAS, the IMO International Convention on Load Lines of 1966, as from time to time amended, and the International Management Code for the Safe Operation of Ships and for Pollution Prevention, or the ISM Code.

Many of these requirements are designed to reduce the risk of oil spills and other pollution.  In addition, we believe that the heightened environmental, quality and security concerns of insurance underwriters, regulators and charterers will lead to additional regulatory requirements, including enhanced risk assessment and security requirements and greater inspection and safety requirements on vessels.  We expect to incur substantial expenses in complying with these laws and regulation, including expenses for vessel modifications and changes in operating procedures.

These requirements can affect the resale value or useful lives of our vessels, ship modifications or operational changes or restrictions, lead to decreased availability of insurance coverage for environmental matters or result in the denial of access to certain jurisdictional waters or ports, or detention in, certain ports.  Under local, national and foreign laws, as well as international treaties and conventions, we could incur material liabilities, including cleanup obligations, in the event that there is a release of hazardous substances from our vessels or otherwise in connection with our operations.  We could also become subject to personal injury or property damage claims relating to the release of or exposure to hazardous materials associated with our operations.  In addition, failure to comply with applicable laws and regulations may result in administrative and civil penalties, criminal sanctions or the suspension or termination of our operations, including, in certain instances, seizure or detention of our vessels.

Please read "Item 4 Information on the Business Overview—Environmental and Other Regulations - International Maritime Regulations of LNG Vessels" and "Other Regulation" below for a more detailed discussion on these topics.

Further changes to existing environmental legislation that is applicable to international and national maritime trade may have an adverse effect on our business.

We believe that the heightened environmental, quality and security concerns of insurance underwriters, regulators and charterers will generally lead to additional regulatory requirements, including enhanced risk assessment and security requirements and greater inspection and safety requirements on all LNG carriers in the marine transportation markets and offshore LNG terminals.  These requirements are likely to add incremental costs to our operations and the failure to comply with these requirements may affect the ability of our vessels to obtain and, possibly, collect on insurance or to obtain the required certificates for entry into the different ports where we operate.

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Further legislation, or amendments to existing legislation, applicable to international and national maritime trade are expected over the coming years in areas such as ship recycling, sewage systems, emission control (including emissions of greenhouse gases), ballast treatment and handling, etc.  The United States has recently enacted legislation and regulations that require more stringent controls of air and water emissions from ocean-going vessels.  Such legislation or regulations may require additional capital expenditures or operating expenses (such as increased costs for low-sulfur fuel) in order for us to maintain our vessels' compliance with international and/or national regulations.

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

Due to concern over the risk of climate change, a number of countries and the IMO have adopted, or are considering the adoption of, regulatory frameworks to reduce greenhouse gas emission from vessel emissions.  These regulatory measures may include, among others, adoption of cap and trade regimes, carbon taxes, increased efficiency standards, and incentives or mandates for renewable energy.  Additionally, a treaty may be adopted in the future that includes restrictions on shipping emissions.  Compliance with changes in laws and regulations relating to climate change could increase our costs of operating and maintaining our vessels and could require us to make significant financial expenditures that we cannot predict with certainty at this time.

Adverse effects upon the oil and gas industry relating to climate change, including growing public concern about the environmental impact of climate change, may also have an effect on demand for our services.  For example, increased regulation of greenhouse gases or other concerns relating to climate change may reduce the demand for oil and gas in the future or create greater incentives for use of alternative energy sources.  Any long-term material adverse effect on the oil and gas industry could have a significant financial and operational adverse impact on our business that we cannot predict with certainty at this time.

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

Crew members, suppliers of goods and services to our vessels, shippers of cargo or other parties may be entitled to a maritime lien against one or more of our vessels for unsatisfied debts, claims or damages.  In many jurisdictions, a maritime lien holder may enforce its lien by arresting a vessel through foreclosure proceedings.  In a few jurisdictions, such as South Africa, claimants could try to assert "sister ship" liability against one vessel in our fleet for claims relating to another of our vessels.  The arrest or attachment of one or more of our vessels could interrupt our cash flow and require us to pay large sums of money to have the arrest lifted.  In addition, in some jurisdictions, such as South Africa, under the "sister ship" theory of liability, a claimant may arrest both the vessel which is subject to the claimant's maritime lien and any "associated" vessel, which is any vessel owned or controlled by the same owner under some of our present charters.  If the vessel is arrested or detained for as few as 14 days as a result of a claim against us, we may be in default of our charter and the charterer may terminate the charter.

Compliance with safety and other vessel requirements imposed by classification societies may be very costly and may adversely affect our business.

The hull and machinery of every large, oceangoing commercial vessel must be classed by a classification society authorized by its country of registry.  The classification society certifies that a vessel is safe and seaworthy in accordance with the applicable rules and regulations of the country of registry of the vessel and the Safety of Life at Sea Convention.  The Golar Arctic is certified by Lloyds Register, and all our other vessels are each certified by Det Norske Veritas. Both Lloyds Register and Det Norske Veritas are members of the International Association of Classification Societies.  All of our vessels have been awarded ISM certification and are currently "in class".

As part of the certification process, a vessel must undergo annual surveys, intermediate surveys and special surveys.  In lieu of a special survey, a vessel's machinery may be on a continuous survey cycle, under which the machinery would be surveyed periodically over a five-year period.  Each of the vessels in our existing fleet is on a planned maintenance system approval, and as such the classification society attends onboard once every year to verify that the maintenance of the equipment onboard is done correctly.  Each of the vessels in our existing fleet is required to be qualified within its respective classification society for drydocking once every five years subject to an intermediate underwater survey done using an approved diving company in the presence of a surveyor from the classification society.

If any vessel does not maintain its class or fails any annual survey, intermediate survey or special survey, the vessel will be unable to trade between ports and will be unemployable.  We would lose revenue while the vessel was off-hire and incur costs of compliance.  This would negatively impact our revenues and reduce our cash available for distributions to our shareholders.

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We may be subject to litigation that, if not resolved in our favor and not sufficiently insured against, could have a material adverse effect on us.

We may be, from time to time, involved in various litigation matters.  These matters may include, among other things, contract disputes, personal injury claims, environmental claims or proceedings, asbestos and other toxic tort claims, employment matters, governmental claims for taxes or duties and other litigation that arises in the ordinary course of our business.  Although we intend to defend these matters vigorously, we cannot predict with certainty the outcome or effect of any claim or other litigation matter, and the ultimate outcome of any litigation or the potential costs to resolve them may have a material adverse effect on us.  Insurance may not be applicable or sufficient in all cases and/or insurers may not remain solvent, which may have a material adverse effect on our financial condition. Please read "Item 8 Financial Information—Legal Proceedings and Claims".

Risks Related to our Common Shares

We depend on directors who are associated with affiliated companies, which may create conflicts of interest.

Our principal shareholder is World Shipholding Limited or World Shipholding. All of our directors serve as directors of other companies affiliated with World Shipholding. Our directors owe fiduciary duties to both us and other related parties, and may have conflicts of interest in matters involving or affecting us and our customers. In addition, they may have conflicts of interest when faced with decisions that could have different implications for other related parties than they do for us. We cannot assure you that any of these conflicts of interest will be resolved in our favor.

Our common share price may be highly volatile and future sales of our common shares could cause the market price of our common shares to decline.

Generally, stock markets have recently experienced extensive price and volume fluctuations, and the market prices of securities of shipping companies have experienced fluctuations that often have been unrelated or disproportionate to the operating results of those companies.  Our common shares have traded on the Nasdaq Global Select Market, or Nasdaq, since December 12, 2002 under the symbol "GLNG." We cannot assure you that an active and liquid public market for our common shares will continue.  The market price for our common shares has historically fluctuated over a wide range.  In 2013, the closing market price of our common shares on the Nasdaq has ranged from a low of $30.51 on July 3, 2013 to a high of $41.55 per share on January 30, 2013.  As of April 25, 2014, the closing market price of our common shares on Nasdaq was $43.65.  The market price of our common shares may continue to fluctuate significantly in response to many factors such as actual or anticipated fluctuations in our quarterly or annual results and those of other public companies in our industry, the suspension of our dividend payments, mergers and strategic alliances in the shipping industry, market conditions in the LNG shipping industry, shortfalls in our operating results from levels forecast by securities analysts, announcements concerning us or our competitors, the general state of the securities market, and other factors, many of which are beyond our control.  The market for common shares in this industry may be equally volatile.  Therefore, we cannot assure you that you will be able to sell any of our common shares that you may have purchased at a price greater than or equal to its original purchase price.

Additionally, sales of a substantial number of our common shares in the public market, or the perception that these sales could occur, may depress the market price for our common shares.  These sales could also impair our ability to raise additional capital through the sale of our equity securities in the future.

ITEM 4.  INFORMATION ON THE COMPANY

A.  History and Development of the Company

Golar LNG Limited is a midstream LNG company engaged primarily in the transportation, regasification and liquefaction and trading of LNG.  We are engaged in the acquisition, ownership, operation and chartering of LNG carriers and FSRUs through our subsidiaries and affiliates and the development of LNG projects.  

We were incorporated as an exempted company under the Bermuda Companies Act of 1981 in the Islands of Bermuda on May 10, 2001 and maintain our principal executive headquarters at Par-la-Ville Place, 14 Par-la-Ville Road, Hamilton, Bermuda.  Our telephone number at that address is 1 (441) 295-4705.  Our principal administrative offices are located at One America Square, 17 Crosswall, London, United Kingdom and our telephone number at that address is +0 44 207 063 7900.

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Our business was originally founded in 1946 as Gotaas-Larsen Shipping Corporation, or Gotaas-Larsen. Gotaas-Larsen entered the LNG shipping business in 1970 and in 1997 was acquired by Osprey Maritime Limited, or Osprey, then a Singapore listed publicly traded company.  In May 2001, World Shipholding, a company indirectly controlled by trusts established by John Fredriksen for the benefit of his immediate family, acquired Osprey, which was subsequently delisted from the Singapore Stock Exchange.  On May 21, 2001, we acquired the LNG shipping interests of Osprey and we listed on the Oslo Stock Exchange in July 2001 and traded under the symbol "GOL". We subsequently delisted from the Oslo Stock Exchange on August 30, 2012. We continue to be listed on the Nasdaq Global Select Market or Nasdaq since December 2002 and trade under the symbol "GLNG".  As of December 31, 2013, World Shipholding owned 45.61% of our issued and outstanding common shares.

Our strategy to become a LNG floating solution provider began in 2002 when we undertook a study to consider the conversion of an existing LNG carrier into FSRU and continued in 2004 with a similar study for the conversion into a floating power generation plant, or FPGP. In December 2005, Keppel Shipyard Limited of Singapore signed a contract with us for the first ever conversion of an existing LNG carrier into a FSRU. In April 2007, we were awarded long-term charters by Petrobras to employ Golar Winter and Golar Spirit as FSRUs, our first firm FSRU charters.

Golar Partners

In September 2007, we formed Golar Partners under the laws of the Republic of the Marshall Islands as a wholly-owned subsidiary. Golar Partners was formed to own vessels with long-term charters typically five years or longer through wholly- owned subsidiaries in order to distribute the different risk profiles of the different vessel types of total fleet controlled or affiliated with Golar. Golar Operating LLC, or the General Partner, our wholly-owned subsidiary was also formed in September 2007 to act as the general partner of Golar Partners under the limited partnership agreement and received a 2% general partner interest and 100% of the incentive distributions rights or IDRs in Golar Partners.

Our interests in the vessel-owning subsidiaries which owned the LNG carrier, the Golar Mazo, and which leased the LNG carrier, the Methane Princess, and the FSRU, the Golar Spirit were transferred to Golar Partners in November 2008. In April 2011, our interests in the subsidiaries which leased the FSRU, the Golar Winter were also transferred to Golar Partners. These four vessels represented the initial fleet of Golar Partners.

In April 2011, we completed the initial public offering (the "IPO") of Golar Partners. In the IPO, we sold 13.8 million common units (including 1.8 million common units issued after the exercise of an over-allotment option) of Golar Partners, at a price of $22.50 per unit, receiving net proceeds of $287.8 million. As a result of the IPO, our ownership in Golar Partners was reduced to 65.4% (including our 2% general partner interest). Golar Partners is listed on the Nasdaq Global Market or Nasdaq under the symbol "GMLP".

We entered into the following agreements with Golar Partners in connection with its IPO: (a) a management and administrative services agreement pursuant to which Golar Management, one of our wholly-owned subsidiaries, provides certain management administrative support services; (b) fleet management agreements pursuant to which certain commercial management and technical management services are provided by our affiliates including Golar Management and Golar Wilhelmsen; and (c) an omnibus agreement with Golar governing, among other things when the Company and Golar Partners may compete against each other as well as rights of first offer on certain FSRUs and LNG carriers.

Under the provisions of Golar Partners' partnership agreement, the general partner irrevocably delegated the authority to Golar Partners' board of directors to have the power to oversee and direct the operations of, manage and determine the strategies and policies of the Partnership. During the period from the IPO of Golar Partners in April 2011 until the time of its first annual general meeting on December 13, 2012, we retained the sole power to appoint, remove and replace all members of Golar Partners' board of directors. As of the first annual general meeting of Golar Partners, the majority of the board members became electable by common unitholders and accordingly, from this date we no longer retain the power to control the board directors of Golar Partners. As a result, from December 13, 2012, Golar Partners has been considered as an affiliate entity and not as our controlled subsidiary.

Since the IPO of Golar Partners, they have conducted four follow-on offerings, such that as of April 25, 2014 our ownership interest has fallen to 41.4%.

Since the IPO of Golar Partners, we have sold equity interests in the following five vessels to Golar Partners, the Golar Freeze, the NR Satu, the Golar Grand, the Golar Maria, and more recently, the Golar Igloo (in March 2014) for an aggregate value of $1.5 billion. Accordingly, as of April 25, 2014, Golar Partners had a fleet of nine vessels acquired from or contributed by us.

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The majority of the proceeds received from the sales of these vessels to Golar Partners have been used to make installment payments under our newbuilding program. Furthermore, the sale of these assets has made Golar Partners a more profitable company which has resulted in increased dividend payments to unitholders of Golar Partners. As a major shareholder of Golar Partners and the beneficial owner of Golar Partners' IDRs, we have benefited from the increased dividend payments.

As of April 25, 2014, together with the fleet held by Golar Partners, we own and operate seventeen vessels comprising of five FSRUs and twelve LNG carriers, including a 60% interest in the vessel-owning subsidiary that owns the Golar Mazo which is owned through a joint venture arrangement between Golar Partners and the Chinese Petroleum Corporation, the Taiwanese state-owned oil and gas company.

Golar Energy

In August 2009, our wholly-owned subsidiary, Golar Energy, completed a private placement offering for 59.8 million new ordinary shares at a price of $2 per share, for net proceeds of $115.4 million. As a result of the offering our ownership in Golar Energy was reduced to 68%.

In mid 2011, in a series of transactions we re-acquired 92.3 million shares in Golar Energy, thus increasing our ownership to 100%. Of the shares acquired, 70.3 million were exchanged for newly issued shares in Golar (amounting to 11.6 million Golar shares) and the balance acquired at a price of $5 per share amounting to $110 million. On July 4, 2011, Golar Energy was delisted from the Norwegian stock exchange, Oslo Axess.

Vessel acquisitions, disposals, conversions and other significant transactions

During the three years ended December 31, 2013, we invested $1.4 billion in our vessels, equipment and newbuildings.

During 2008 and 2009, we entered into time charter agreements which required the conversion or modification of two LNG carriers, the Golar Winter and the Golar Freeze into FSRUs.  We entered into 10-year time charter agreements with Petrobras for Golar Winter and with DUSUP for the Golar Freeze that commenced upon delivery of each of these vessels.  Employment commenced in September 2009 for the Golar Winter and May 2010 for the Golar Freeze. Of which Golar Winter formed part of Golar Partners' initial fleet.

In April 2011, we entered into a time charter agreement with PT Nusantara Regas ("PTNR") for the West Java FSRU project which required the retrofit of the NR Satu into an FSRU and the provision of associated mooring infrastructure.  The vessel completed its FSRU retrofitting in April 2012. The project represents our fourth FSRU project and is on charter for a period of approximately 11 years with automatic conditional extension options up to 2025. In July 2012, we sold our interests in the companies that own and operate the NR Satu to Golar Partners for $385 million.

In July 2012, we entered into a 10 year time charter agreement with Gas Atacama Spa ("Gas Atacama"). Although the Chilean project remains subject to indeterminate delays, Golar LNG continues to engage in discussions with Gas Atacama and remains the exclusive FSRU provider. As the start-up of this project is now likely delayed beyond 2015, an additional newbuild FSRU will be considered and pricing under the contract shall be reviewed at the point in time in which the project is ready to go firm. Significant uncertainties are however linked to completion and possible start-up of this project  

In October 2012, the Company announced that it had reached an agreement for the development of our first floating liquefied natural gas vessel with Keppel Shipyard Limited. The agreement contemplates the initial conversion of one existing LNG carrier in Golar's current fleet and includes option for further two vessel conversions.

In November 2012, we sold our interests in the wholly-owned subsidiaries that lease and operate the Golar Grand to Golar Partners for $265 million.

In November 2012, we entered into a five-year time charter agreement with LNG Shipping S.p.A. for our LNG carrier, the Golar Maria. In February 2013, we sold our equity interest on the company that owns and operates the Golar Maria to Golar Partners for $215 million.     

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In July 2013, we executed an agreement for a ten year time charter for the FSRU Golar Eskimo which is currently under construction with Samsung Heavy Industries. The charter, with the Government of the Hashemite Kingdom of Jordan, is expected to commence in the first quarter of 2015.

As of April 25, 2014, we have taken delivery of three of the thirteen contracted newbuildings, the Golar Seal, the Golar Celsius and the Golar Igloo. Accordingly, ten vessels (including two FSRUs) remain to be delivered and $1.4 billion of the newbuilding installments remain outstanding. All but one are scheduled to be delivered in 2014, with the final delivery timed for 2015 subject to outcome of negotiations with Samsung to delay deliveries of certain vessels.

Investments

During the three years ended December 31, 2013 and through April 25, 2014, we acquired and divested interests in a number of companies including:

In August 2012, we purchased 17,255 shares in GasLog for $0.2 million, a company established in Marshall Islands and listed in the New York Stock Exchange. The company is an owner, operator and manager of LNG carriers. In November 2013, we sold our interest in Gaslog.

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., ("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 the 1977 built LNG carrier, the Gandria for conversion and use as a FSRU.  In January 2012, Bluewater Gandria became a wholly-owned subsidiary of the Company pursuant to our acquisition of the remaining 50% equity interest for $19.5 million.

In December 2005, we entered into an agreement with The Egyptian Natural Gas Holding Company, ("EGAS"), and HK Petroleum Services to establish a jointly owned company ECGS, to develop hydrocarbon businesses in Egypt and in particular LNG related businesses.  In March 2006, the Company acquired 500,000 common shares in ECGS at a subscription price of $1 per share.  This represented a 50% interest in the voting rights of ECGS. ECGS is an incorporated unlisted company, which has been set up to develop hydrocarbon business and in particular LNG related business in Egypt. ECGS is jointly owned and operated together with other third parties.  Accordingly, the Company has adopted the equity method of accounting for its 50% investment in ECGS, as it considers it to have joint significant influence.  During December 2011, ECGS called up its remaining share capital amounting to $7.5 million. Of this, we paid $3.75 million in December 2011 to maintain our 50% equity interest.

LNG trading – business segment

During 2010, Golar established a wholly owned subsidiary, Golar Commodities which positioned the company in the market for managing and trading LNG cargoes. Activities include structured services to outside customers, the buying and selling of physical cargoes as well as proprietary trading. During the third quarter of 2011 Golar determined that, due to unfavorable market conditions, Golar Commodities would wind down its trading activities until such time as opportunities in this sector improved. Golar Commodities did not enter into any trades during the years ended December 31, 2013 and 2012.

During the first quarter of 2014, we entered into a Purchase and Sales Agreement to buy and sell LNG cargo. The LNG cargo was acquired and subsequently sold on a delivered basis to Kuwait Petroleum Corporation to facilitate the commissioning of the Golar Igloo which entered in her long term charter with KNPC in March 2014.  The transaction was the first for the Company since 2011 when we scaled back our LNG trading actives but it’s now our intention to position ourself for managing and trading a number of LNG cargoes for the Golar Igloo during the course of her charter with KNPC.

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B.      Business Overview

Together with our affiliate, Golar Partners, we are a leading independent owner and operator of LNG carriers and FSRUs.  Collectively, our fleet is comprised of twelve LNG carriers and five FSRUs.  As of April 25, 2014, we have remaining newbuilding commitments for the construction of eight LNG carriers and two FSRUs with scheduled deliveries during 2014 and early 2015. Our vessels provide and have provided LNG shipping, storage and regasification services to leading players in the LNG industry including BG Group, ENI, Petrobras, Dubai Supply Authority, Pertamina and many others. Our business is focused on providing highly reliable, safe and cost efficient LNG shipping and FSRU operations.  We seek to further develop our business in other midstream areas of the LNG supply chain with particular emphasis placed on innovative floating liquefaction solutions (FLNG) and participating as a gas off-taker from mid-scale liquefaction projects.

We intend to build on our relationships with existing customers and continue to develop relationships with other industry players. Our target is to earn higher margins through maintaining strong service-based relationships combined with flexible and innovative LNG shipping and FSRU solutions. We believe our customers will have the confidence to place their confidence in our shipping services based on the reliable and safe way we conduct our ship and FSRU operations.

In line with our desire to take control of a greater share of the value chain, we are looking to invest in a small scale LNG project in Canada amongst others and have completed a Front End Engineering and Design (FEED) study for the conversion of three of our oldest carriers into small-mid scale floating liquefaction units. Notwithstanding this, we remain firmly committed to growing our core business by way of the newbuild assets referred to above.

As well as growing our core business and pursuing new opportunities along our value chain, we also offer commercial and technical management services for Golar Partner's fleet. As of April 25, 2014, Golar Partner's fleet included five FSRUs and four LNG carriers (which are included within the combined fleet of seventeen vessels above). Pursuant to a Partnership Agreement, Golar Partners will reimburse Golar for all of the operating costs in connection with the management of their fleet. In addition, Golar also receives a management fee equal to 5% of our costs and expenses incurred in connection with the provision of these services. These management fees have been eliminated through the consolidation of Golar Partners until December 13, 2012 when Golar Partners was deconsolidated.

Lastly, we intend to maintain our relationship with Golar Partners and pursue mutually beneficial opportunities that we believe will include the sale of assets to Golar Partners to provide support for our LNG projects as well as to further our growth.

Our Business Strategy

Our primary business objective is to grow our business and to provide significant returns to our shareholders while providing safe, reliable and efficient LNG shipping, FSRU and other floating midstream services to our customers. We aim to meet this objective by executing the following strategies:

• Operation of a high quality and modern fleet: We currently own and operate a mixed high quality fleet. In response to a strengthening in industry dynamics, we are committed to a significant fleet expansion. Following the recent delivery of three newbuilds, currently, we have on order a further ten newbuilds comprising of eight LNG carriers and two FSRUs. All of these vessels on order will utilize state of the art technology and are configured to be very attractive to the chartering community with high performance specifications.

• Capitalize on Golar's established reputation: 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. We believe our reputation and commercial relationships enables us to obtain favorable charters and other opportunities not readily available to other industry participants.

• Utilize industry expertise to take advantage of opportunities within the LNG market: We use our experience in the industry, sensitivity to trends and knowledge and expertise in identifying other untapped opportunities within the LNG market. Specifically, this is evidenced by the following:

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▪ We are an industry leader in FSRUs and to date remain the only company to have successfully converted an existing LNG carrier for such service. We have a track record for successful operations on our projects which we plan to use as a foundation for further growth as more and more markets look to this technology to provide dependable access to incremental energy imports to fuel their economies.

▪ We have recently completed the front end engineering and design ("FEED") for our first floating liquefied natural gas vessel ("FLNGV") based on the conversion of the Golar Hilli first generation Moss vessel. The FEED will form the basis for the conversion of up to three of our existing Moss LNG vessel will enable us to facilitate the efficient development of gas monetization opportunities. In addition, FLNGV projects have the potential to be combined with our LNG carrier and FSRU franchise to create high value integrated midstream chains. 

• Maintain customer focus and reputation for service and safety: Our success is directly linked to the service and value we deliver to our customers which provides us an advantageous competitive profile in an industry that place particular emphasis on these virtues.

• Leverage on our affiliation with Golar Partners: We believe our affiliation with Golar Partners positions us to pursue a broader array of opportunities. This is demonstrated by the following:

▪ Pursuit of strategic and mutually beneficial opportunities with Golar Partners - Since Golar Partners' IPO in April 2011, we have successfully sold five vessels in exchange for cash of approximately $1.5 billion which in part enables us to finance our newbuilding program as well as pursue other growth opportunities. In addition, we have entered into a firm agreement for the Jordan FSRU project which is anticipated to start up in early 2015. Following successful delivery and commissioning of the vessel, this FSRU will be an attractive candidate for potential dropdown into Golar Partners.

▪ Increased dividend income from our investment - Since Golar Partners' IPO, the quarterly dividend distributions of Golar Partners have increased from $0.385 pro-rated per unit to $0.52 per unit for the quarter ended December 31, 2013. This represents a 35% increase since the IPO. Golar Partners' long-term charters, provide stable cash flows which allows Golar Partners to meet its quarterly distributions obligations to its unit holders. As of April 25, 2014, we have a 41.4% interest (including our 2% general partner interest) in Golar Partners and hold 100% of Golar Partner's IDRs.

We can provide no assurance, however, that we will be able to implement our business strategies described above. For further discussion of the risks that we face, please read "Item 3 - Key Information - Risk Factors".

The Natural Gas Industry

Predominantly used to generate electricity and as a heating source, natural gas is one of the "big three" fossil fuels that make up the vast majority of world energy consumption. As a cleaner burning fuel than both oil and coal, natural gas has become an increasingly attractive fuel source in the last decade. As more emphasis is placed on reducing carbon emissions, Organization for Economic Cooperation and Development ("OECD") nations have come to view natural gas as a way of reducing their environmental footprint, particularly for electricity where natural gas-fired facilities have been gradually replacing oil, coal and older natural gas-fired plants. More recently, China has indicated a strong desire to address air quality issues that have arisen following a rapid expansion in the use of coal fired power plants. Gas fired electricity generation is expected to feature prominently in their efforts to address environmental issues as ageing coal fired plants are gradually replaced and to meet additional incremental electricity generation requirements.

According to the EIA International Energy Outlook for 2013, worldwide energy consumption is projected to increase by 56% from 2010 to 2040, with total energy demand in non-OECD countries increasing by 90%, compared with an increase of 17% in OECD countries. Natural gas consumption worldwide is forecast to increase by 63%, from 113 trillion cubic feet (or Tcf) in 2010 to 185 Tcf in 2040. Reduced emphasis placed on nuclear power which previously played a more prominent role in Japan and South Korea’s planned energy mix or its subsequent phasing out in other countries such as Germany together with a concerted effort by China to address domestic coal induced air quality issues over the coming years will see natural gas feature more prominently as the substitution fuel of choice. The lower carbon intensity of natural gas relative to coal and oil also make it the favored fuel for industrial and electric power sectors in an increasing number of other countries where governments are introducing policies to reduce greenhouse gasses.

The primary factors contributing to the growth of natural gas demand include:

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• Environmental: Natural gas is a clean-burning fuel. It produces less carbon dioxide and other pollutants and particles per unit of energy produced than coal, fuel oil and other common hydrocarbon fuel sources;

• Demand from Industry and Power Generation: According to the EIA, electricity generation increases by 93%, from 20.2 trillion kilowatthours in 2010 to 39.0 trillion kilowatthours in 2040. In 2010, natural gas accounted for around 22% of global electricity generation. This share, projected to increase to 24% by 2040, does not take into account the emerging use of LNG in transportation, particularly in the marine sector. Natural-gas-fired combined-cycle technology is an attractive choice for new power plants because of its fuel efficiency, operating flexibility, low emissions, and relatively low capital costs. The industrial and electric power sectors together account for 77% of the total projected increase in natural gas consumption;

• Market Deregulation: Deregulation of the natural gas and electric power industries in the United States, Europe and Japan has resulted in new entrants and an increased market for natural gas;

• Significant Natural Gas Reserves: According to EIA estimates, as of January 1, 2013, the world's total proved natural gas reserves were 6,793 Tcf, 1% higher than the 2011 estimate. Current estimates of natural gas reserve levels indicate a large resource base to support growth in markets through 2040; and

• Emerging Economies: According to the EIA, natural gas consumption is forecast to increase by an average of 2.2% per year through 2040 in non-OECD countries, compared to an average of 1.0% per year in OECD countries. As a result, non-OECD countries are expected to account for 72% of the total increase in natural gas consumption over the period from 2010 to 2040.

These factors, in addition to overall global economic growth, are expected to contribute to an increase in the consumption of natural gas. There is a growing disparity between the amount of natural gas produced and the amount of natural gas consumed in many major consuming countries, which will likely cause those countries to rely on imports for a greater portion of their natural gas consumption. Importers must either import natural gas through a pipeline or, alternatively, in the form of LNG aboard ships. LNG is natural gas that has been converted into its liquid state through a cooling process, which allows for efficient transportation by sea. Upon arrival at its destination, LNG is returned to its gaseous state by either an FSRU or land based regasification facilities for distribution to consumers through pipelines.

Natural gas is an abundant fuel source, with the EIA estimating that, as of January 1, 2013, worldwide proved natural gas reserves were 6,793 Tcf having grown by 39% over the past 20 years.  Almost three-quarters of the world's natural gas reserves are located in the Middle East and Eurasia.  Russia, Iran and Qatar accounted for 55% of the world's natural gas reserves as of January 1, 2013, and the United States, the fifth largest holder of natural gas reserves, will see an increase in production growth from 21.2 tcf in 2010 to 33.1 tcf in 2040.  Production in the Australia/New Zealand region is forecast to increase from 1.9tcf in 2010 to 6.7tcf in 2040 with most originating from Australia and much of this coming to market over the next 5-6 years.  More recently, sizeable new discoveries are being made on the east coast of Africa in countries including Mozambique, Tanzania and Kenya.

The EIA predicts a substantial increase in the production of "unconventional" natural gas, including tight gas, shale gas and coalbed methane. Shale gas production is now underway outside the US (Canada) and is slated to commence elsewhere including China, Australia, Mexico, Britain and other parts of OECD Europe. Although reserves of unconventional natural gas are unknown, a 2013 EIA report on relatively near term technically recoverable shale gas indicates 7,299tcf of estimated risked recoverable resource. This estimate is 10% higher than that included in their 2011 report. Interestingly, the resource estimate for China is 13% lower than the 2011 expectation as a result of a downward revision to reserves in one particular basin. Much of the resource in this basin is deeper than what is currently considered to be commercially recoverable. Future advances in drilling technology have the potential to reverse this.

Although the growth in production of unconventional domestic natural gas has resulted in a reduced rate of growth in LNG demand in the U.S., the long-term impact of shale gas and other unconventional natural gas production on the global LNG trade is unclear. Substantial increases in the extraction of US shale gas in 2008-9 initially suppressed demand for US bound LNG and therefore shipping. Since 2010 there have been a number of cargoes redirected to the Far East which has increased LNG ton miles and demand for LNG shipping. The more recent grant of non-FTA export permits in respect of six US projects representing around 70 million tons of LNG per year raises the prospect of significant additional volumes being exported out of the US, the vast majority of would be transported on an LNG carrier.

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The reduced rate of growth in LNG demand in the U.S. has been offset by increased demand for LNG in other nations, especially non-OECD countries. China, India and Latin America all represent significant areas of increasing demand and future growth prospects. China has significant shale gas reserves of its own however the economics of extracting this remain unclear. Many of the known reserves are at great depth which has the potential to constrain the economics of extraction, at least in the near term. Demand from two important and established OECD LNG importers, Japan and South Korea also has the potential to increase further over time following decisions in these respective countries to reduce the future role of nuclear in their energy mix. Additionally, due to recent developments in Ukraine, Europe is once again under pressure to reduce its dependence on piped gas from Russia. This has the potential to be a positive development for LNG demand.

Liquefied Natural Gas

Overview

The need to transport natural gas over long distances across oceans led to the development of the international LNG trade. The first shipments were made on a trial basis in 1959 between the United States and the United Kingdom, while 1964 saw the start of the first commercial-scale LNG project to ship LNG from Algeria to the United Kingdom. LNG shipping provides a cost-effective and safe means for transporting natural gas overseas. The LNG is transported overseas in specially built tanks on double-hulled ships to a receiving terminal, where it is offloaded and stored in heavily insulated tanks. In regasification facilities at the receiving terminal, the LNG is returned to its gaseous state (or regasified) and then carried by pipeline for distribution to natural gas customers.

The following diagram displays the flow of natural gas and LNG from production to regasification.

LNG Supply Chain

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The LNG supply chain involves the following components:

Gas Field Production and Pipeline: Natural gas is produced and transported via pipeline to natural gas liquefaction facilities located along the coast of the producing country. The advent of floating liquefaction will in some cases see the gas transported to a marine based liquefaction facility.

Liquefaction Plant and Storage: Natural gas is cooled to a temperature of minus 260 degrees Fahrenheit, transforming the gas into a liquid, which reduces its volume to approximately 1/600th of its volume in a gaseous state. The reduced volume facilitates economical storage and transportation by ship over long distances, enabling countries with limited natural gas reserves or limited access to long-distance transmission pipelines to meet their demand for natural gas.

Shipping: LNG is loaded onto specially designed, double-hulled LNG carriers and transported overseas from the liquefaction facility to the receiving terminal.

Regasification: At the regasification facility (either onshore or aboard specialized LNG carriers), the LNG is returned to its gaseous state, or regasified.

Storage, Distribution and Marketing: Once regasified, the natural gas is stored in specially designed facilities or transported to natural gas consumers and end-use markets via pipelines.

The basic costs of producing, liquefying, transporting and regasifying LNG are much higher than in an equivalent oil supply chain. This high unit cost of supply has, in the recent past, led to the pursuit of ever-larger land based facilities in order to achieve improved economies of scale. In some cases, even these large projects have cost substantially more than anticipated and this has resulted in increasingly detailed research into the viability of both large and small scale floating liquefaction. Results of these studies carried out by both oil and gas majors as well as independents including Golar support both the technical and economic feasibility of a floating liquefaction solution across a spectrum of project sizes. Previously uneconomic pockets of gas can now be monetized and this will add to reserves and further underpin the long term attractiveness of gas.

According to Poten and Partners ("Poten"), LNG Liquefaction delivered to market was 103 million tonnes per annum in 2000.  This increased to 240 million tonnes by 2011.  An unusually large number of unscheduled plant disruptions along with feedgas limitations prevented many export facilities from producing at, or in some cases, even near their nameplate capacity in 2012. This resulted in the 2012 global LNG trade dropping for the first time since 1980.  Data from Poten indicates a further reduction in LNG liquefaction to 235 million tonnes in 2013.   Although there were small reductions to production across a number of countries, most of the 2013 decline was due to Egypt’s lack of feedgas and a gas-starved domestic market, Nigeria LNG’s gas supply force majeure and Atlantic LNG’s scheduled maintenance.  Poten indicate that liquefaction capacity is however expected to resume its growth trajectory over the coming years with approximately 117 million tonnes of capacity currently under construction and approximately 72 million tonnes scheduled to deliver between now and 2017.  By 2020, Poten forecast long-term global LNG supply reaching approximately 360 million tonnes, an approximately 53% increase over 2013.

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The LNG Fleet

As of the end of March 2014, the world LNG carrier fleet consisted of 397 LNG carriers (including 16 FSRUs and 17 vessels less than 18,000m3). By the end of March 2014, there were orders for 128 new LNG carriers (including 11 FSRUs and 4 floating production, storage and offloading ("FPSO")), the majority of which will be delivered between now and 2016.

The order book has now defined the next generation of tradeable tonnage in regards to size and propulsion. The current ”standard” size for LNG carriers is approximately 165,000 cbm, up from 125,000 cbm during the 1970s, while propulsion preference has shifted from a steam turbine to the more efficient Dual/Trifuel Disesel Electric (D/TFDE).

While there are a number of different types of LNG vessels and "containment systems," there are two dominant containment systems in use today:

• 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.

Illustrations of these systems are included below:

Of the vessels currently trading and on order, approximately 74% employ the Membrane containment system, 24% employ the Moss system and the remaining 2% employ other systems. Most newbuilds (89%) on order employ the membrane containment system, because it most efficiently utilizes the entire volume of a ship's hull. In general, the construction period for an LNG carrier is approximately 28-34 months.

Seasonality

Historically, LNG trade, and therefore charter rates, increased in the winter months and eased in the summer months as demand for LNG in the Northern Hemisphere rose in colder weather and fell in warmer weather. In general, the tanker industry including the LNG vessel industry, has become less dependent on the seasonal transport of LNG than a decade ago. The advent of FSRUs has opened up new markets and uses for LNG, spreading consumption more evenly over the year. There is a higher seasonal demand during the summer months due to energy requirements for air conditioning in some markets or reduced availability of hydro power in others and a pronounced higher seasonal demand during the winter months for heating in other markets.

Floating LNG Regasification

Floating LNG Storage and Regasification Vessels

Floating LNG regasification vessels are commonly known as FSRUs. The figure below depicts a FSRU.

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The FSRU regasification process involves the vaporization of LNG and injection of the natural gas directly into a pipeline. In order to regasify LNG, FSRUs are equipped with vaporizer systems that can operate in the open-loop mode, the closed-loop mode or in both modes. In the open-loop mode, seawater is pumped through the system to provide the heat necessary to convert the LNG to the vapor phase. In the closed-loop system, a natural gas-fired boiler is used to heat water circulated in a closed-loop through the vaporizer and a steam heater to convert the LNG to the vapor phase. In general, FSRUs can be divided into four subcategories:

• FSRUs that are permanently located offshore;

• FSRUs that are permanently near shore and attached to a jetty (with LNG transfer being either directly ship to ship or over a jetty);

• shuttle carriers that regasify and discharge their cargos offshore (sometimes referred to as energy bridge); and

• shuttle carriers that regasify and discharge their cargos alongside.

Our business model to date has been focused on FSRUs that are permanently offshore or near shore and provide continuous regasification service.

Demand for Floating LNG Regasification Facilities

The long-term outlook for global natural gas supply and demand has stimulated growth in LNG production and trade, which is expected to drive a necessary expansion of regasification infrastructure. While worldwide regasification exceeds worldwide liquefaction capacity, a large portion of the existing global regasification capacity is concentrated in a few markets such as Japan, Korea and the U.S. Gulf Coast. There remains a significant demand for regasification infrastructure in growing economies in Asia, Middle-East and Central/South America. We believe that the advantages of FSRUs compared to onshore facilities make them highly competitive in these markets. In the Middle East, Caribbean and South America almost all new regasification projects use an FSRU. FSRUs are also beginning to penetrate Asian markets led by Golar's NR Satu in Jakarta, Indonesia and a variety of projects in India and South East Asia.

Floating LNG regasification projects first emerged as a solution to the difficulties and protracted process of obtaining permits to build shore-based LNG reception facilities (especially along the North American coasts). Due to their offshore location, floating facilities are less likely than onshore facilities to be met with resistance in local communities, which is especially important in the case of a facility that is intended to serve a highly populated area where there is a high demand for natural gas. As a result, it is typically easier and faster for FSRUs to obtain necessary permits than for comparable onshore facilities. More recently, cost

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and time have become the main drivers behind the growing interest in the various types of floating LNG regasification projects. FSRUs projects can typically be completed in less time (2 to 3 years compared to 4 or more years for land based projects) and at a significantly lower cost (20-50% less) than land based alternatives.

In addition, FSRUs offer a more flexible solution than land based terminals. They can be used as an LNG carrier, a regasification shuttle vessel or permanently moored as an FSRU. FSRUs can be used on a seasonal basis, as a short-term (1-2 years) regasification solution or as a long-term solution for up to 20 years. FSRUs offer a fast track regasification solution for markets that need immediate access to LNG supply. FSRUs can be utilized as bridging solutions until a land-based terminal is constructed. In this way. FSRUs are both a replacement for and complement to land-based regasification alternatives.

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Floating LNG Regasification Vessel Fleet Size and Ownership

Compared to onshore terminals, the floating LNG regasification industry is fairly young. There are only a limited number of  companies, including Golar as well as Exmar, Excelerate Energy, and Hoegh LNG that are operating  FSRU terminals for LNG importers around the world. Golar was the first company to enter into an agreement for the long-term employment of an FSRU based on the conversion of an existing LNG carrier.

Competition – LNG Carriers and FSRUs

As the FSRU market continues to grow and mature new competitors are entering the market. In addition to Hoegh LNG, Excelerate and Golar, BW Gas and MOL have recently ordered FSRUs. The rapid growth of the FSRU market is giving owners the confidence to place orders for speculative regasification tonnage. The expansion and growth of the FSRU market has led to more competition for mid- and long-term LNG charters. Competition for these long-term charters is based primarily on price, vessel availability, size, age and condition of the vessel, relationships with LNG carrier users and the quality, LNG experience and reputation of the operator.  In addition, vessels may operate in the emerging LNG carrier spot market that covers short-term charters of one year or less.

We believe that, together with Golar Partners, we are one of the world's largest independent LNG carrier and FSRU owners and operators. Together with Golar Partners, our existing fleet includes 16 vessels (eleven LNG carriers and five FSRUs) and a newbuilding order book of ten vessels: eight LNG carriers and two FSRUs. Our remaining LNG carrier newbuildings are scheduled to be delivered from 2014 into early 2015 with storage capacity of approximately 160,000 m³ to 162,000 m³ storage; 0.1% boil-off rate; tri-fuel engines; and capable of charter speeds of up to 19.5 knots.  Our newbuild FSRUs range in capacity from 160,000 m³ to 170,000 m³ and can provide regasification throughput of up to 750 MCFD (or 5.8 MTA). The FSRUs can, subject to the customer's requirements, remain classified as an LNG Carrier, flexible for LNG carrier service or be classified for as an offshore unit, remaining permanently moored at site for a long contract duration.

We compete with other independent shipping companies who also own and operate LNG carriers.

In addition to independent LNG operators, some of the major oil and gas producers, including Royal Dutch Shell, BP, and BG own LNG carriers and have in the recent past contracted for the construction of new LNG carriers.  National gas and shipping companies also have large fleets of LNG vessels that have expanded and will likely continue to expand.  These include Malaysian International Shipping Company, or MISC, National Gas Shipping Company located in Abu Dhabi and Qatar Gas Transport Company, or Nakilat.

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Floating Liquefaction Vessels

In late 2012, we entered into FEED agreements to develop our first FLNG production vessel. The agreements were based on the conversion of one of our existing Moss type vessels and include options for two further Moss vessel conversions. Golar are working with Keppel and Black & Veatch (“B&V”) to design the FLNG vessel. Keppel has previously worked with Golar converting comparable Moss type vessels into FSRUs.

Our FLNG strategy is very much analogous to what we were able to create in the FSRU side of our business and utilizes proven on-shore technology, quick and a low-cost execution model with a conversion time of less than three years. We are currently in the final phases of negotiating definitive agreements with Keppel and B&V for the conversion of the Hilli to an FLNG vessel at the Keppel shipyard in Singapore. When converted, the Hilli will have a production capacity of up to 2.8 million tonnes per annum and on board storage of approximately 125,000 m³ of LNG.

We are targeting liquefaction projects to convert pipeline quality gas and unconventional natural gas reserves (such as coal bed methane and shale gas or lean gas sourced from offshore fields), to LNG. These feed gas streams require little to no gas processing prior to liquefaction.

Customers

During the year, we received the majority of our revenues from charter agreements with the following customers: BG Group, Gdf Suez, ENi SpA and a major Japanese trading company.

Following the deconsolidation of Golar Partners, our customer profile has changed and the following customers are now with Golar Partners: Petrobras, DUSUP, Pertamina and PT Nusantara Regas. BG Group continues to be a customer of both ours and the Golar Partners. We continue to maintain our relationship with these customers by virtue of the various management agreements entered into with Golar Partners. We also continue to develop relationships with other major players in the LNG industry and with new customers.

Since 2012, we have chartered vessels to a major Japanese trading company. Our revenues from this company were $47.7 million (53%) and $40.0 million (9%) for the years ended 2013 and 2012, respectively.

Since 2000, we have chartered vessels to BG Group.  Our revenues from BG Group were $13.1 million (14%), $96.2 million (23%) and $25.1 million (8%) for the years ended 2013, 2012 and 2011, respectively. Two vessels in the Partnership's fleet are currently on charters with the BG Group.

Revenues from Gdf Suez and ENi Spa were under short-term charters, which commenced in in 2011 and 2013, respectively.

Since July 2008, we have chartered vessels to Petrobras under 10-year charters. Our revenues from Petrobras for the years ended 2013, 2012 and 2011 were $nil, $90.3 million (22%) and $93.7 million (31%) . Petrobras currently charters two vessels from Golar Partners.

We had charters with DUSUP since 2010. Our revenues from DUSUP were $nil, $46.0 million (11%) and $47.1 million (16%) for the years ended 2013, 2012 and 2011, respectively. The Partnership continues to charter a vessel to DUSUP.

Since 1989, we have chartered vessels to Pertamina, Our revenues from Pertamina were $nil, $35.5 million (9%) and $37.8 million (13%) for the years ended 2013, 2012 and 2011, respectively. The Partnership continues to charter a vessel with Pertamina.     

Charters with Qatar Gas commenced in 2011. Our revenues from Qatar Gas were $nil, $23 million (6%) and $35.5 million (12%) for the years ended 2013, 2012 and 2011, respectively. The Partnership has one vessel currently on charter with Qatar Gas.     

During 2012 we commenced chartering vessels to PT Nusantara Regas. Our revenue from PT Nusantara Regas for the years ended 2013 and 2012 was $nil and $38.8 million (9%) respectively. The Partnership currently has one vessel on charter with PT Nusantara Regas.

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Fleet

Owned Fleet

As of April 25, 2014, we own and operate a fleet of seven LNG carriers. In addition, we currently have newbuild commitments for the construction of eight LNG carriers and two FSRUs which are due for delivery between 2014 and 2015.

The following table lists the LNG carriers and FSRUs in our current fleet including our newbuildings as of April 25, 2014:

Vessel Name	Year of Delivery	Capacity cbm.	Flag	Type	Charterer	Current Charter Expiration	Charter Extension Options
Owned Fleet
Existing Fleet
Hilli	1975	125,000	MI	Moss	n/a	n/a	n/a
Gimi	1976	125,000	MI	Moss	n/a	n/a	n/a
Golar Gandria	1977	126,000	MI	Moss	n/a	n/a	n/a
Golar Arctic	2003	140,000	MI	Membrane	Major Japanese trading company	2015	n/a
Golar Viking	2005	140,000	MI	Membrane	n/a	n/a	n/a
Golar Seal	2013	160,000	MI	Membrane	n/a	n/a	n/a
Golar Celsius	2013	160,000	MI	Membrane	n/a	n/a	n/a
Newbuildings (1)
Hull 2023 (Golar Penguin)	2014	160,000	MI	Membrane	n/a	n/a	n/a
Hull 2022 (Golar Crystal)	2014	160,000	MI	Membrane	n/a	n/a	n/a
Hull 2024 (Golar Eskimo)	2014	160,000	MI	Membrane (FSRU)	n/a	n/a	n/a
Hull 2027 (Golar Bear)	2014	160,000	MI	Membrane	n/a	n/a	n/a
Hull 2047 (Golar Snow)	2014	160,000	MI	Membrane	n/a	n/a	n/a
Hull 2048 (Golar Ice)	2014	160,000	MI	Membrane	n/a	n/a	n/a
Hull S658 (Golar Glacier)	2014	162,000	MI	Membrane	n/a	n/a	n/a
Hull S659 (Golar Kelvin)	2014	162,000	MI	Membrane	n/a	n/a	n/a
Hull 2055 (Golar Frost)	2014	160,000	MI	Membrane	n/a	n/a	n/a
Hull 2056 (Golar Tundra)	2015	160,000	MI	Membrane (FSRU)	n/a	n/a	n/a

Key to Flags:

MI – Marshall Islands

(1) As at April 25, 2014, the Company has a total of ten newbuilds on order which are due for delivery through to 2015.

Our Charters

Three of our vessels, the Hilli, the Golar Gandria and the Gimi are earmarked for conversion in our floating liquefied natural gas project. In anticipation of their conversion, the Hilli and the Golar Gandria entered lay-up in April 2013. The Gimi entered lay-up in January 2014.

The Golar Arctic is under a medium-term charter with a major Japanese trading company. The contract expires in 2015.

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The Golar Viking and Golar Seal are currently on spot charter. Golar Celsius is currently unchartered and available for spot-charters.

Our charterers may suspend their payment obligations under the charter agreements for periods when the vessels are not able to transport cargo for various reasons.  These periods, which are also called off-hire periods, may result from, among other causes, mechanical breakdown or other accidents, the inability of the crew to operate the vessel, the arrest or other detention of the vessel as the result of a claim against us, or the cancellation of the vessel's class certification.  The charters automatically terminate in the event of the loss of a vessel.

Golar Partners' Charters

The Golar Mazo, which is jointly owned by Golar Partners and Chinese Petroleum Corporation, Taiwan, transports LNG from Indonesia to Taiwan under an 18-year time charter with Pertamina, the state owned oil and gas company of Indonesia. The contract expires at the end of 2017.  Pertamina has options to extend the Golar Mazo charter for two additional periods of five years each.

The Methane Princess is currently under a long-term charter with BG Group to transport LNG worldwide. The contract expires in 2024.  BG Group has the option to extend the Methane Princess charter for two, five-year periods.

The Golar Spirit and the Golar Winter are currently under long-term charters with Petrobras to provide FSRU services.  These contracts expire in 2018 and 2024, respectively.  Petrobras has the option to terminate the charter after the fifth anniversary of delivery to Petrobras for a termination fee and also the option to extend the charter period for the Golar Spirit for up to five years.

The Golar Freeze is currently under a long-term charter with DUSUP to provide FSRU services. The contract expires in 2020.  DUSUP has an option to terminate the charter in 2015 upon payment of a termination fee. DUSUP also has the option to extend this charter until October 2025.

The NR Satu is currently under a long term charter with PT Nusantara Regas that expire in 2022.  PT Nusantara Regas has the option to extend the NR Satu charter until 2025.

The Golar Maria is under a medium-term charter with LNG Shipping S.p.A, a major Italian energy company.  The contract expires in 2017.

The Golar Grand is under a medium-term charter with BG Group to transport LNG.  The contract expires in 2015.  BG Group has the option to extend the Golar Grand charter for three years. In addition, following our sale of interests in the companies that lease and operate the Golar Grand to Golar Partners in November 2012, we entered into an option agreement with Golar Partners wherein in the event BG Group does not extend their charter, Golar Partners may require us to charter-in the Golar Grand from them under a time charter expiring in October 2017.

The Golar Igloo is currently operating under a time charter with Kuwait National Petroleum Company (KNPC). The contract is for an initial term of five years. KNPC has the option to extend the charter for a further one year.

Golar Management Limited and Golar Wilhelmsen

Golar Management

Golar Management Limited, or Golar Management, our wholly-owned subsidiary which has offices in London and Oslo, provides commercial, operational and technical support and supervision and accounting and treasury services to us. In addition, under the management and administrative services agreement we entered into with Golar Partners, certain officers and directors of Golar Management provide executive officer functions to Golar Partner's benefit. In addition, the administrative services provided by Golar Management include: (i) assistance in commercial management; (ii) execution of business strategies of Golar Partners; (iii) bookkeeping, audit and accounting services; (iv) legal and insurance services; (v) administrative and clerical services; (vi) banking and financial services; (vii) advisory services; (viii) client and investor relations; and (viii) integration of any acquired business.

Golar Management is reimbursed for reasonable costs and expenses it incurs in connection with the provision of these services. In addition, Golar Management receives a management fee equal to 5% of its costs and expenses incurred in connection with providing these services.

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Golar Wilhelmsen

In September 2010, Golar Wilhelmsen Management (or "GWM") was established as a joint venture between Golar and Wilhelmsen Ship Management (Norway) AS. GWM office staff consists of both Wilhelmsen and Golar employees. The office is located in Golar's office facilities at Aker Brygge, Oslo. Golar Management uses the services of GWM to provide technical, commercial and crew management.

GWM provides the following services both to our and Golar Partner's vessels: (i) manage suitably qualified crew; (ii) provision of competent personnel to supervise the maintenance and efficiency of the vessels; (iii) arrange and supervise drydockings, repairs, alterations and maintenance of vessels; and (iv) arrange and supply stores, spares and lubricating oils.

Vessel Maintenance

We are focused on operating and maintaining our vessels to the highest safety and industry standards and at the same time maximizing revenue from each vessel. It is our policy to have our crews perform planned maintenance on our vessels while underway, to reduce time required for repairs during dry-docking. This will reduce the overall off-hire period required for dockings and repairs. Since we generally do not earn hire from a vessel while it is dry-docking we believe that the additional revenue earned from reduced off-hire periods outweighs the expense of the additional crewmembers or subcontractors.

Risk of Loss, Insurance and Risk Management

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

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

We have also obtained loss of hire insurance to protect us against loss of income in the event one of our vessels cannot be employed due to damage that is covered under the terms of our hull and machinery insurance. Under our loss of hire policies, our insurer will pay us the daily rate agreed in respect of each vessel for each day, in excess of a certain number of deductible days, for the time that the vessel is out of service as a result of damage, for a maximum of 218 days. The number of deductible days varies from 14 days for the new ships to 30 days for the older ships, also depending on the type of damage; machinery or hull damage.

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

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Our current protection and indemnity insurance coverage for pollution is $1 billion per vessel per incident. The thirteen P&I clubs that comprise the International Group of Protection and Indemnity Clubs insure approximately 90% of the world's commercial tonnage and have entered into a pooling agreement to reinsure each association's liabilities. Each P&I club has capped its exposure in this pooling agreement so that the maximum claim covered by the pool and its reinsurance would be approximately $5.45 billion per accident or occurrence. We are a member of Gard and Skuld P&I Clubs. As a member of these P&I clubs, we are subject to a call for additional premiums based on the clubs' claims record, as well as the claims record of all other members of the P&I clubs comprising the International Group. However, our P&I clubs have reinsured the risk of additional premium calls to limit our additional exposure. This reinsurance is subject to a cap, and there is the risk that the full amount of the additional call would not be covered by this reinsurance.

The insurers providing the covers for Hull and Machinery, Hull and Cargo interests, Protection and Indemnity and Loss of Hire insurances have confirmed that they will consider the FSRUs as vessels for the purpose of providing insurance. For the FSRUs we have also arranged an additional Comprehensive General Liability ("CGL") insurance. This type of insurance is common for offshore operations and is additional to the P&I insurance.

We will use in our operations our thorough risk management program that includes, among other things, computer-aided risk analysis tools, maintenance and assessment programs, a seafarers' competence training program, seafarers' workshops and membership in emergency response organizations. We expect to benefit from our commitment to safety and environmental protection as certain of our subsidiaries assist us in managing our vessel operations. GWM received its ISO 9001certification in April 2011, and is certified in accordance with the IMO's International Management Code for the Safe Operation of Ships and Pollution Prevention (ISM) on a fully integrated basis.

Environmental and Other Regulations

General

Governmental and international agencies extensively regulate the carriage, handling, storage and regasification of LNG. These regulations include international conventions and national, state and local laws and regulations in the countries where our vessels, now or in the future, will operate or where our vessels are registered. We cannot predict the ultimate cost of complying with these regulations, or the impact that these regulations will have on the resale value or useful lives of our vessels. In addition, any serious marine incident that results in significant oil pollution or otherwise causes significant adverse environmental impact, including the 2010 Deepwater Horizon oil spill in the Gulf of Mexico, could result in additional legislation or regulation that could negatively affect our profitability. Various governmental and quasi-governmental agencies require us to obtain permits, licenses and certificates for the operation of our vessels.

Although we believe that we are substantially in compliance with applicable environmental laws and regulations and have all permits, licenses and certificates required for our vessels, future non-compliance or failure to maintain necessary permits or approvals could require us to incur substantial costs or temporarily suspend operation of one or more of our vessels. A variety of governmental and private entities inspect our vessels on both a scheduled and unscheduled basis. These entities, each of which may have unique requirements and each of which conducts frequent inspections, include local port authorities, such as the U.S. Coast Guard, harbor master or equivalent, classification societies, flag state, or the administration of the country of registry, charterers, terminal operators and LNG producers.

GWM is operating in compliance with the International Standards Organization (ISO), Environmental Standard for the management of the significant environmental aspects associated with the ownership and operation of a fleet of LNG carriers. GWM received its ISO 9001 certification (quality management systems) in April 2011 and the ISO 14001 Environmental Standard during summer 2012. This certification requires that Golar and GWM commit managerial resources to act on our environmental policy through an effective management system.

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International Maritime Regulations of LNG Vessels

IMO is the United Nations agency that provides international regulations governing shipping and international maritime trade. The requirements contained in the ISM Code promulgated by the IMO, govern our operations. Among other requirements, the ISM Code requires the party with operational control of a vessel to develop an extensive safety management system that includes, among other things, the adoption of a policy for safety and environmental protection policy setting forth instructions and procedures for operating its vessels safely and also describing procedures for responding to emergencies. Our Ship Manager holds a Document of Compliance (DoC) under the ISM Code for operation of Gas Carriers.

Vessels that transport gas, including LNG carriers and FSRUs, are also subject to regulation under the International Gas Carrier Code, or the IGC Code, published by the IMO. The IGC Code provides a standard for the safe carriage of LNG and certain other liquid gases by prescribing the design and construction standards of vessels involved in such carriage. Compliance with the IGC Code must be evidenced by a Certificate of Fitness for the Carriage of Liquefied Gases in Bulk. Each of our vessels is in compliance with the IGC Code and each of our new buildings/conversion contracts requires that the vessel receive certification that it is in compliance with applicable regulations before it is delivered. Non-compliance with the IGC Code or other applicable IMO regulations may subject a shipowner or a bareboat charterer to increased liability, may lead to decreases in available insurance coverage for affected vessels and may result in the denial of access to, or detention in, some ports.

The IMO also promulgates ongoing amendments to the International Convention for the Safety of Life at Sea 1974 and its protocol of 1988, otherwise known as SOLAS. SOLAS provides rules for the construction of and equipment required for commercial vessels and includes regulations for safe operation. It requires the provision of lifeboats and other life-saving appliances, requires the use of the Global Maritime Distress and Safety System which is an international radio equipment and watch keeping standard, afloat and at shore stations, and relates to the Treaty on the Standards of Training and Certification of Watchkeeping Officers, or STCW, also promulgated by the IMO. Flag states that have ratified SOLAS and STCW generally employ the classification societies, which have incorporated SOLAS and STCW requirements into their class rules, to undertake surveys to confirm compliance.

SOLAS and other IMO regulations concerning safety, including those relating to treaties on training of shipboard personnel, lifesaving appliances, radio equipment and the global maritime distress and safety system, are applicable to our operations. Non-compliance with these types of IMO regulations may subject us to increased liability or penalties may lead to decreases in available insurance coverage for affected vessels and may result in the denial of access to or detention in some ports. For example, the U.S. Coast Guard and European Union authorities have indicated that vessels not in compliance with the ISM Code will be prohibited from trading in U.S. and European Union ports.

In the wake of increased worldwide security concerns, the IMO amended SOLAS and added the International Ship and Port Facility Security Code (ISPS Code) as a new chapter to that convention. The objective of the ISPS, which came into effect on July 1, 2004, is to detect security threats and take preventive measures against security incidents affecting ships or port facilities. GWM has developed Security Plans, appointed and trained Ship and Office Security Officers and all of our vessels have been certified to meet the ISPS Code. See “Vessel Security Regulations” for a more detailed discussion about these requirements.

The IMO continues to review and introduce new regulations. It is impossible to predict what additional regulations, if any, may be passed by the IMO and what effect, if any, such regulation may have on our operations.

Air Emissions

The International Convention for the Prevention of Marine Pollution from Ships, or MARPOL, is the principal international convention negotiated by the IMO governing marine pollution prevention and response. MARPOL imposes environmental standards on the shipping industry relating to oil spills, management of garbage, the handling and disposal of noxious liquids, sewage and air emissions. MARPOL 73/78 Annex VI “Regulations for the prevention of Air Pollution,” or Annex VI, entered into force on May 19, 2005, and applies to all ships, fixed and floating drilling rigs and other floating platforms. Annex VI sets limits on Sulphur oxide and nitrogen oxide emissions from ship exhausts, emissions of volatile compounds from cargo tanks, incineration of specific substances, and prohibits deliberate emissions of ozone depleting substances. Annex VI also includes a global cap on Sulphur content of fuel oil and allows for special areas to be established with more stringent controls on Sulphur emissions. The certification requirements for Annex VI depend on size of the vessel and time of periodical classification survey. Ships weighing more than 400 gross tons and engaged in international voyages involving countries that have ratified the conventions, or ships flying the flag of those countries, are required to have an International Air Pollution Certificate (or an IAPP Certificate). Annex VI came into force in the United States on January 8, 2009 and has been amended a number of times. As of the current date, all our ships delivered or drydocked since May 19, 2005 have all been issued with IAPP Certificates.

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In March 2006, the IMO amended Annex I to MARPOL, including a new regulation relating to oil fuel tank protection, which became effective August 1, 2007. The new regulation applies to various ships delivered on or after August 1, 2010. It includes requirements for the protected location of the fuel tanks, performance standards for accidental oil fuel outflow, a tank capacity limit and certain other maintenance, inspection and engineering standards. IMO regulations also require owners and operators of vessels to adopt Ship Oil Pollution Emergency Plans. Periodic training and drills for response personnel and for vessels and their crews are required.

On July 1, 2010, amendments proposed by the United States, Norway and other IMO member states to Annex VI to the MARPOL Convention took effect that require progressively stricter limitations on Sulphur emissions from ships. In Emission Control Areas, or ECAs, limitations on Sulphur emissions require that fuels contain no more than 1% Sulphur. As of January 1, 2012, fuel used to power ships may contain no more than 3.5% Sulphur. This cap will then decrease progressively until it reaches 0.5% by January 1, 2020. The amendments all establish new tiers of stringent nitrogen oxide emissions standards for new marine engines, depending on their date of installation. The European directive 2005/33/EU, effective as of January 1, 2010, bans the use of fuel oils containing more than 0.1% Sulphur by mass by any merchant vessel while at berth in any EU country. Our vessels have achieved compliance, where necessary, by being arranged to burn gas only in their boilers when alongside. Low sulphur marine diesel oil (or LSDO) has been purchased as the only fuel for the Diesel Generators. In addition we are in the process modifying the boilers on some of our vessels to also allow operation on LSDO.

Additionally, more stringent emission standards could apply in coastal areas designated as ECAs, such as the United States and Canadian coastal areas designated by the IMO's Marine Environment Protection Committee, as discussed in "-U.S. Clean Air Act" below. Effective August 1, 2012, certain coastal areas of North America were designated ECAs, as has been from January 1, 2014 the United States Caribbean Sea. From January 1, 2014 the maximum fuel sulphur limit for both marine gas oil and marine diesel oil will be 0.1%.

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

Ballast Water Management Convention

The IMO has negotiated international conventions that impose liability for pollution in international waters and the territorial waters of the signatories to such conventions. For example, IMO adopted an International Convention for the Control and Management of Ships' Ballast Water and Sediments, or the BWM Convention, in February 2004. The BWM Convention's implementing regulations call for a phased introduction of mandatory ballast water exchange requirements, to be replaced in time with mandatory concentration limits. The BWM Convention will not become effective until 12 months after it has been adopted by 30 states, the combined merchant fleets of which represent not less than 35% of the gross tonnage of the world's merchant shipping. The Convention has not yet entered into force because a sufficient number of states have failed to adopt it. As referenced below, the United States Coast Guard issued new ballast water management rules on March 23, 2012. Under the requirements of the BWM Convention for units with ballast water capacity more than 5,000 cubic meters that were constructed in 2011 or before, ballast water management exchange or treatment will be accepted until 2016. From 2016 (or not later than the first intermediate or renewal survey after 2016), only ballast water treatment will be accepted by the BWM Convention. Installation of ballast water treatments (BWT) systems will be needed on all our LNG Carriers. As long as our FSRUs are operating as FSRUs and kept stationary they will not need installation of a BWT system. Given that ballast water treatment technologies are still at the developmental stage, at this time the additional costs of complying with these rules are unclear, but current estimates suggest that additional costs will be in the range $2-$4 million.

Bunkers Convention / CLC State Certificate

The International Convention on Civil Liability for Bunker Oil Pollution 2001, or the Bunker Convention, entered into force in State Parties to the Convention on November 21, 2008. The Convention provides a liability, compensation and compulsory insurance system for the victims of oil pollution damage caused by spills of bunker oil. The Convention makes the ship owner liable to pay compensation for pollution damage (including the cost of preventive measures) caused in the territory, including the territorial sea of a State Party, as well as its economic zone or equivalent area. Registered owners of any sea going vessel and seaborne craft over 1,000 gross tonnage, of any type whatsoever, and registered in a State Party, or entering or leaving a port in the territory of a State Party, will be required to maintain insurance which meets the requirements of the Convention and to obtain a certificate issued by a State Party attesting that such insurance is in force. The State issued certificate must be carried on board at all times.

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P&I Clubs in the International Group issue the required Bunkers Convention "Blue Cards" to enable signatory states to issue certificates. All of our vessels have received “Blue Cards” from their P&I Club and are in possession of a CLC State-issued certificate attesting that the required insurance cover is in force.

The flag state, as defined by the United Nations Convention on Law of the Sea, has overall responsibility for the implementation and enforcement of international maritime regulations for all ships granted the right to fly its flag. The "Shipping Industry Guidelines on Flag State Performance" evaluates flag states based on factors such as sufficiency of infrastructure, ratification of international maritime treaties, implementation and enforcement of international maritime regulations, supervision of surveys, casualty investigations and participation at the IMO meetings.

United States Environmental Regulation of LNG Vessels

Our vessels operating in U.S. waters now or in the future will be subject to various federal, state and local laws and regulations relating to protection of the environment. In some cases, these laws and regulations require us to obtain governmental permits and authorizations before we may conduct certain activities. These environmental laws and regulations may impose substantial penalties for noncompliance and substantial liabilities for pollution. Failure to comply with these laws and regulations may result in substantial civil and criminal fines and penalties. As with the industry generally, our operations will entail risks in these areas, and compliance with these laws and regulations, which may be subject to frequent revisions and reinterpretation, increases our overall cost of business.

Oil Pollution Act and CERCLA

The U.S. Oil Pollution act of 1990 or OPA 90 established an extensive regulatory and liability regime for environmental protection and clean up of oil spills. OPA 90 affects all owners and operators whose vessels trade with the United States or its territories or possessions, or whose vessels operate in the waters of the United States, which include the U.S. territorial waters and the 200 nautical mile exclusive economic zone of the United States. CERCLA applies to the discharge of hazardous substances whether on land or at sea. While OPA 90 and CERCLA would not apply to the discharge of LNG, they may affect us because we carry oil as fuel and lubricants for our engines, and the discharge of these could cause an environmental hazard. Under OPA 90, vessel operators, including vessel owners, managers and bareboat or “demise” charterers, are “responsible parties” who are all liable regardless of fault, individually and as a group, for all containment and clean-up costs and other damages arising from oil spills from their vessels. These “responsible parties” would not be liable if the spill results solely from the act or omission of a third party, an act of God or an act of war. The other damages aside from clean-up and containment costs are defined broadly to include:

• 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.

Effective July 31, 2009, the U.S. Coast Guard adjusted the limits of OPA liability to the greater of $2,000 per gross ton or $17.1 million for any double-hull tanker that is over 3,000 gross tons (subject to possible adjustment for inflation) (relevant to the Company's LNG carriers). These limits of liability do not apply, however, where the incident is caused by violation of applicable U.S. federal safety, construction or operating regulations, or by the responsible party's gross negligence or willful misconduct. These limits likewise do not apply if the responsible party fails or refuses to report the incident or to cooperate and assist in connection with the substance removal activities. OPA 90 specifically permits individual states to impose their own liability regimes with regard to oil pollution incidents occurring within their boundaries, and some states have enacted legislation providing for unlimited liability for discharge of pollutants within their waters. In some cases, states, which have enacted their own legislation, have not yet issued implementing regulations defining ship owners' responsibilities under these laws.

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CERCLA, which also applies to owners and operators of vessels, contains a similar liability regime and provides for cleanup, removal and natural resource damages for releases of "hazardous substances". Liability under CERCLA is limited to the greater of $300 per gross ton or $0.5 million for each release from vessels not carrying hazardous substances as cargo or residue, and $300 per gross ton or $5 million for each release from vessels carrying hazardous substances as cargo or residue. As with OPA 90, these limits of liability do not apply where the incident is caused by violation of applicable U.S. federal safety, construction or operating regulations, or by the responsible party's gross negligence or willful misconduct or if the responsible party fails or refuses to report the incident or to cooperate and assist in connection with the substance removal activities. OPA 90 and CERCLA each preserve the right to recover damages under existing law, including maritime tort law. We believe that we are in substantial compliance with OPA 90, CERCLA and all applicable state regulations in the ports where our vessels call.

OPA 90 requires owners and operators of vessels to establish and maintain with the U.S. Coast Guard evidence of financial responsibility sufficient to meet the limit of their potential strict liability under OPA 90/CERCLA. Under the regulations, evidence of financial responsibility may be demonstrated by insurance, surety bond, self-insurance or guaranty. Under OPA 90 regulations, an owner or operator of more than one vessel is required to demonstrate evidence of financial responsibility for the entire fleet in an amount equal only to the financial responsibility requirement of the vessel having the greatest maximum liability under OPA 90/CERCLA. We currently maintain each of our ship owning subsidiaries that has vessels trading in U.S. waters has applied for, and obtained from the U.S. Coast Guard National Pollution Funds Center, three-year certificates of financial responsibility (or COFR), supported by guarantees which we purchased from an insurance based provider. We believe that we will be able to continue to obtain the requisite guarantees and that we will continue to be granted certificates of financial responsibility from the U.S. Coast Guard for each of our vessels that is required to have one.

In response to the BP Deepwater Horizon oil spill, the U.S. Congress is currently considering a number of bills that could potentially increase or even eliminate the limits of liability under OPA 90. For example, effective October 22, 2012, the U.S. bureau of safety and Environmental Enforcement (BSEE) implemented a final drilling safety rule for offshore oil and gas operations that strengthens the requirements for safety equipment, well control systems and blowout prevention practices. Compliance with any new requirements of OPA 90 may substantially impact our cost of operations or require us to incur additional expenses to comply with any new regulatory initiatives or statutes. Additional legislation or regulation applicable to the operation of our vessels that may be implemented in the future as a result of the 2010 BP Deepwater Horizon oil spill in the Gulf of Mexico could adversely affect our business and ability to make distributions to our shareholders.

Clean Water Act

The United States Clean Water Act (or CWA) prohibits the discharge of oil or hazardous substances in United States navigable waters unless authorized by a permit or exemption, and imposes strict liability in the form of penalties for unauthorized discharges.  The CWA also imposes substantial liability for the costs of removal, remediation and damages and complements the remedies available under OPA and CERCLA.  The EPA has enacted rules governing the regulation of ballast water discharges and other discharges incidental to the normal operation of vessels within U.S. waters. In March 2013, EPA released a final permit covering vessel discharges under the CWA that for the first time sets numeric effluent limits for ballast water discharges from large commercial vessels. The new Vessel General Permit (or VGP) replaced the prior VGP as of December 2013. The new VGP covers vessel discharges in all U.S. states and territories, including those jurisdictions that implement other aspects of the National Pollutant Discharge Elimination System (or NPDES) program. The permit covers owners and operators of non-recreational large vessels (79 feet and over) operating in a capacity as a means of transportation, such as cruise ships, ferries, barges, mobile offshore drilling units, oil tankers or petroleum tankers, bulk carriers, cargo ships, container ships, other cargo freighters, refrigerant ships, research vessels, and emergency response vessels.

The most significant change in the new VGP is the inclusion of numeric effluent limits for ballast water expressed as the maximum concentration of living organisms in ballast water, as opposed to the prior non-numeric requirements. The permit also contains maximum discharge limitations for biocides and residuals. The numeric effluent limits in the new VGP will not apply to all vessels. Those that will be required to comply with the numeric limits will do so under a staggered implementation schedule. Certain existing vessels must achieve the numeric effluent limits for ballast water by the first drydocking after January 1, 2014 or January 1, 2016, depending on the vessel size. “New build” vessels are subject to the numeric limits upon the effective date of the new permit. Vessels that have deferred deadlines for meeting the numeric standards must meet BMPs, which are substantially similar to past requirements.

Vessels that are subject to the numeric effluent limits for ballast water can meet these limits in four ways: (1) treat ballast water prior to discharge; (2) transfer the ship’s ballast water to a NPDES permitted third party treatment facility; (3) use treated municipal/potable water as ballast water; or (4) not discharge ballast water while within the territorial waters of the United States. As with the prior permit, vessels that are enrolled in and meet the requirements for the Coast Guard’s Shipboard Technology Evaluation Program would be deemed in compliance with the numeric limitations. The VGP includes multiple mandatory practices

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for all vessels equipped with ballast water tanks, such as avoiding the discharge or uptake of ballast water in a manner that could impact sensitive areas (such as marine sanctuaries, preserves, parks, shellfish beds, or coral reefs), routine cleaning of ballast water tanks, using ballast water pumps in lieu of gravity draining, and minimizing ballast water discharges to the extent practible. Additional changes to the new VGP include numeric limits for exhaust gas scrubber effluent, and monitoring requirements for some larger vessels for graywater, exhaust gas scrubber effluent, and ballast water.

In addition to the requirements in the new VGP, vessel owners and operators must meet twenty-five sets of state-specific requirements under the CWA’s § 401 certification process. Because the CWA § 401 process allows tribes and states to impose their own requirements for vessels operating within their waters, vessels operating in multiple jurisdictions could face potentially conflicting conditions specific to each jurisdiction that they travel through.

The new VGP includes a tiered requirement for obtaining coverage based on the size of the vessel and the amount of ballast water carried. Vessels that are 300 gross tons or larger and have the capacity to carry more than eight cubic meters of ballast water must submit notices of intent (NOIs) to receive permit coverage between six and nine months after the permit’s issuance date. Vessels that do not need to submit NOIs are automatically authorized under the permit.

The National Invasive Species Act (or NISA) was enacted in 1996 in response to growing reports of harmful organisms being released into U.S. ports through ballast water taken on by ships in foreign ports. NISA established a ballast water management program for ships entering U.S. waters. Under NISA, mid-ocean ballast water exchange is voluntary, except for ships heading to the Great Lakes, Hudson Bay, or vessels engaged in the foreign export of Alaskan North Slope crude oil. However, NISA's exporting and record-keeping requirements are mandatory for vessels bound for any port in the United States. Although ballast water exchange is the primary means of compliance with the act's guidelines, compliance can also be achieved through the retention of ballast water onboard the ship, or the use of environmentally sound alternative ballast water management methods approved by the U.S. Coast Guard. If the mid-ocean ballast exchange is made mandatory throughout the United States, or if water treatment requirements or options are instituted, the costs of compliance could increase for ocean carriers.

As of June 21, 2012, the U.S. Coast Guard implemented revised regulations on ballast water management by establishing standards for the allowable concentration of living organisms in ballast water discharged in U.S. waters. The revised regulations adopt ballast water discharge standards for vessels calling on U.S. ports and intending to discharge ballast water equivalent to those set in IMO's BWM Convention. The final rule requires that ballast water discharge have no more than 10 living organisms per milliliter for organisms between 10 and 50 micrometers in size. For organisms larger than 50 micrometers, the discharge can have 10 living organisms per cubic meter of discharge. New ships constructed on or after December 1, 2012 must comply with these standards and some existing ships must comply with these standards and some existing ships must comply by their first dry dock after January 1, 2014. The Coast Guard will review the practicability of implementing a more stringent ballast water discharge standard and publish the results no later than January 1, 2016. Compliance with these regulations will require us to incur additional costs and other measures that may be significant.

Compliance with these regulations will entail additional costs and other measures that may be significant.

Clean Air Act

The U.S. Clean Air Act of 1970, as amended, or the CAA, requires the EPA to promulgate standards applicable to emissions of volatile organic compounds and other air contaminants. Our vessels are subject to vapor control and recovery requirements for certain cargoes when loading, unloading, ballasting, cleaning and conducting other operations in regulated port areas and emission standards for so-called “Category 3” marine diesel engines operating in U.S. waters. The marine diesel engine emission standards are currently limited to new engines beginning with the 2004 model year. On April 30, 2010, the EPA promulgated final emission standards for Category 3 marine diesel engines equivalent to those adopted in the amendments to Annex VI to MARPOL. The emission standards apply in two stages: near-term standards for newly-built engines will apply from 2011, and long-term standards requiring an 80% reduction in nitrogen dioxides, or Nox, will apply from 2016. Compliance with these standards may cause us to incur costs to install control equipment on our vessels in the future.

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Regulation of Greenhouse Gas Emissions

In February 2005, the Kyoto Protocol entered into force. Pursuant to the Kyoto Protocol, adopting countries are required to implement national programs to reduce emissions of certain gases, generally referred to as greenhouse gases, which are suspected of contributing to global warming. Currently, the emissions of greenhouse gases from international transport are not subject to the Kyoto Protocol. In December 2009, more than 27 nations, including the United States and China, signed the Copenhagen Accord, which includes a non-binding commitment to reduce greenhouse gas emissions. In addition, in December 2011, the Conference of the Parties to the United Nations Convention on Climate Change adopted the Durban Platform which calls for a process to develop binding emissions limitations on both developed and developing countries under the United Nations Framework Convention on Climate Change applicable to all Parties. The European Union has indicated that it intends to propose an expansion of the existing European Union emissions trading scheme to include emissions of greenhouse gases from marine vessels and in January 2012, the European Commission launched a public consultation on possible measures to reduce greenhouse gas emissions from ships.

As of January 1, 2013, all ships (including rigs and drillships) must comply with mandatory requirements adopted by the MEPC in July 2011 relating to greenhouse gas emissions. The amendments to MARPOL Annex VI Regulations for the prevention of air pollution from ships add a new Chapter 4 to Annex VI on Regulations on energy efficiency requiring the Energy Efficiency Design Index (EEDI), for new ships, and the Ship Energy Efficiency Management Plan (SEEMP) for all ships. These measures entered into force on January 1, 2013. Other amendments to Annex VI add new definitions and requirements for survey and certification, including the format for the International Energy Efficiency Certificate. The regulations apply to all ships of 400 gross tonnage and above. When these regulations enter into force, these new rules will likely affect the operations of vessels that are registered in countries that are signatories to MARPOL Annex VI or vessels that call upon ports located within such countries. The implementation of the EEDI and SEEMP standards could cause us to incur additional compliance costs. The IMO is also considering the implementation of a market-based mechanism for greenhouse gas emissions from ships, but it is impossible to predict the likelihood that such a standard might be adopted or its potential impact on our operations at this time.

In the United States, the EPA has issued a final finding that greenhouse gases threaten public health and safety, and has promulgated regulations that regulate the emission of greenhouse gases. In 2009 and 2010, EPA adopted greenhouse reporting requirements for various onshore facilities, and also adopted a rule in 2011 imposing control technology requirements on certain stationary sources subject to the federal Clean Air Act. The EPA may decide in the future to regulate greenhouse gas emissions from ships and has already been petitioned by the California Attorney General to regulate greenhouse gas emissions from ocean-going vessels. Other federal and state regulations relating to the control of greenhouse gas emissions may follow, including climate change initiatives that have been considered in the U.S. Congress. Any passage of climate control legislation or other regulatory initiatives by the IMO, the European Union, the United States, or other countries where we operate, or any treaty adopted at the international level to succeed the Kyoto Protocol, that restrict emissions of greenhouse gases could require us to make significant financial expenditures that we cannot predict with certainty at this time. In addition, even without such regulation, our business may be indirectly affected to the extent that climate change results in sea level changes or more intense weather events.

Vessel Safety Regulations

The Maritime Safety Committee adopted a new paragraph 5 of SOLAS regulation III/1 to require lifeboat on-load release mechanisms not complying with new International Life-Saving Appliances (LSA) Code requirements to be replaced no later than the first scheduled dry-docking of the ship after 1 July 2014 but, in any case, not later than 1 July 2019. The SOLAS amendment, which entered into force on 1 January 2013, is intended to establish new, stricter, safety standards for lifeboat release and retrieval systems, aimed at preventing accidents during lifeboat launching, and will require the assessment and possible replacement of a large number of lifeboat release hooks.

All Golar vessels that were docked in 2013 had the lifeboat release and retrieval systems overhauled and modified where found necessary.

According to SOLAS Ch V/19.2.10, all vessels shall have an Electronic Chart Display and Information Systems (ECDIS) installed in the period 2012 to 2018. Our LNG vessels must have approved ECDIS fitted no later than the first survey on or after 1. July 2015. All our vessels that were drydocked in 2013 had an ECDIS installed and our Officers has been sent to specific training courses.

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Security Regulations

Since the terrorist attacks of September 11, 2001, there have been a variety of initiatives intended to enhance vessel security. On November 25, 2002, the Maritime Transportation Act of 2002, or MTSA, came into effect. To implement certain portions of the MTSA, in July 2003, the U.S. Coast Guard issued regulations requiring the implementation of certain security requirements aboard vessels operating in waters subject to the jurisdiction of the United States. Similarly, in December 2002, amendments to SOLAS created a new chapter of the convention dealing specifically with maritime security. The new chapter became effective in July 2004 and imposes various detailed security obligations on vessels and port authorities, most of which are contained in the ISPS Code. The ISPS Code is designed to protect ports and international shipping against terrorism. After July 1, 2004, to trade internationally, a vessel must attain an International Ship Security Certificate, or ISSC, from a recognized security organization approved by the vessel's flag state. Among the various requirements are:

▪ on-board installation of automatic identification systems to provide a means for the automatic transmission of safety-related information from among similarly equipped ships and shore stations, including information on a ship's identity, position, course, speed and navigational status;

▪ on-board installation of ship security alert systems, which do not sound on the vessel but only 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

▪ compliance with flag state security certification requirements.

The U.S. Coast Guard regulations, intended to align with international maritime security standards, exempt non-U.S. vessels from obtaining U.S. Coast Guard-approved MTSA vessel security plans provided such vessels have on board an ISSC that attests to the vessel's compliance with SOLAS security requirements and the ISPS Code.

GWM has developed Security Plans, appointed and trained Ship and Office Security Officers and each of our vessels in our fleet complies with the requirements of the ISPS Code, SOLAS and the MTSA.

Other Regulations

Our LNG vessels may also become subject to the 2010 HNS Convention, if it is entered into force. The Convention creates a regime of liability and compensation for damage from hazardous and noxious substances (or HNS), including liquefied gases. The 2010 HNS Convention sets up a two-tier system of compensation composed of compulsory insurance taken out by ship owners and an HNS fund that comes into play when the insurance is insufficient to satisfy a claim or does not cover the incident. Under the 2010 HNS Convention, if damage is caused by bulk HNS, claims for compensation will first be sought from the ship owner up to a maximum of 100 million Special Drawing Rights (or SDR). If the damage is caused by packaged HNS or by both bulk and packaged HNS, the maximum liability is 115 million SDR. Once the limit is reached, compensation will be paid from the HNS Fund up to a maximum of 250 million SDR. The 2010 HNS Convention has not been ratified by a sufficient number of countries to enter into force, and we cannot estimate the costs that may be needed to comply with any such requirements that may be adopted with any certainty at this time.

Inspection by Classification Societies

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

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Generally FSRUs are "classed" as LNG carriers with the additional class notation REGAS-2 signifying that the regasification installations are designed and approved for continuous operation. The reference to "vessels" in the following, also apply to our FSRUs. For maintenance of the class certificate, regular and special surveys of hull, machinery, including the electrical plant and any special equipment classed, are required to be performed by the classification society, to ensure continuing compliance. Vessels are drydocked at least once during a five-year class cycle for inspection of the underwater parts and for repairs related to inspections. If any defects are found, the classification surveyor will issue a "condition of class" which must be rectified by the ship owner within prescribed time limits. The classification society also undertakes on request of the flag state other surveys and checks that are required by the regulations and requirements of that flag state. These surveys are subject to agreements made in each individual case and/or to the regulations of the country concerned.

The FSRU unit, NR Satu has dual class (DnV and BKI) with class notation +OI Floating Offshore LNG Regasification Terminal, REGAS, POSMOOR and is permanently moored without the ability to trade as a LNG carrier. 

Most insurance underwriters make it a condition for insurance coverage that a vessel be certified as "in class" by a classification society, which is a member of the International Association of Classification Societies. All of our vessels have been certified as being "in class." The Golar Arctic and Golar Mazo are certified by Lloyds Register, and all our other vessels are each certified by Det Norske Veritas. Both being members of the International Association of Classification Societies. All of our vessels have been awarded ISM certification and are currently "in class".

In-House Inspections

GWM carries out inspections of the vessels on a regular basis; both at sea and when the vessels are in port, while we carry out inspection and vessel audits to verify conformity with manager's reports. The results of these inspections, which are conducted both in port and underway, result in a report containing recommendations for improvements to the overall condition of the vessel, maintenance, safety and crew welfare. Based in part on these evaluations, we create and implement a program of continual maintenance for our vessels and their systems.

C.            Organizational Structure

As of April 25, 2014, all of our subsidiaries are wholly-owned.

Name	Jurisdiction of Incorporation	Purpose
Golar LNG 1460 Corporation	Marshall Islands	Owns Golar Viking
Golar LNG 2216 Corporation	Marshall Islands	Owns Golar Arctic
Golar Management  Limited	United Kingdom	Management company
Golar GP LLC – Limited Liability Company	Marshall Islands	Holding company
Golar LNG Energy Limited	Bermuda	Holding  company
Golar Gimi Limited	Marshall Islands	Owns Gimi
Golar Hilli Limited	Marshall Islands	Owns Hilli
Bluewater Gandria N.V.	Netherlands	Owns and Operates Golar Gandria
Golar Hull M2021 Corporation	Marshall Islands	Owns Hull 2021 (Golar Seal)
Golar Hull M2022 Corporation	Marshall Islands	Owns Hull 2022 (Golar Crystal)
Golar Hull M2023 Corporation	Marshall Islands	Owns Hull 2023 (Golar Penguin)
Golar Hull M2024 Corporation	Marshall Islands	Owns Hull 2024  (Golar Eskimo)
Golar Hull M2026 Corporation	Marshall Islands	Owns Hull 2026 (Golar Celsius)
Golar Hull M2027 Corporation	Marshall Islands	Owns Hull 2027 (Golar Bear)
Golar Hull M2047 Corporation	Marshall Islands	Owns Hull 2047 (Golar Snow)
Golar Hull M2048 Corporation	Marshall Islands	Owns Hull 2048 (Golar Ice)
Golar LNG NB10 Corporation	Marshall Islands	Owns Hull S658 (Golar Glacier)
Golar LNG NB11 Corporation	Marshall Islands	Owns Hull S659 (Golar Kelvin)
Golar LNG NB12 Corporation	Marshall Islands	Owns Hull 2055 (Golar Frost)
Golar LNG NB13 Corporation	Marshall Islands	Owns Hull 2056 (Golar Tundra)

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D.            Property, Plant and Equipment

For information on our fleet, please see the section of this item entitled "Fleet."

We do not own any interest in real property.  We sublease approximately 7,000 square feet and 10,000 square feet of office space in London for our ship management operations and in Tulsa for our LNG Trading business, respectively.

ITEM 4A.  UNRESOLVED STAFF COMMENTS

None.

ITEM 5.  OPERATING AND FINANCIAL REVIEW AND PROSPECTS

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

Overview and Background

Golar is a midstream liquefied natural gas ("LNG") company engaged primarily in the transportation, regasification and liquefaction and trading of LNG. We are engaged in the acquisition, ownership, operation and chartering of LNG carriers and FSRUs through our subsidiaries and affiliates and the development of LNG projects.

Golar Partners

Golar Partners was formed initially as an indirect wholly-owned subsidiary of Golar in September 2007 under the laws of the Republic of the Marshall Islands for the purpose of holding interests in vessels with long-term charters (typically five years or more) in order to better manage the risk profiles of our total fleet through our dropdowns of our vessel interests into Golar Partners.

In April 2011, we completed the initial public offering (“IPO”) of Golar Partners. In the IPO, we sold 13.8 million common units (including the 1.8 million issued due to the exercise of the over-allotment option) of Golar Partners, at a price of $22.50 per unit, receiving net proceeds of $287.8 million. As a result of the IPO our ownership of Golar Partners was reduced to 65% (including our 2% general partner interest). Golar Partners is listed on the Nasdaq Global Market ("Nasdaq") under the symbol "GMLP".

As of April 25, 2014, Golar Partners has completed a further four follow-on offerings since its IPO, such that as of the current date, our ownership interest has fallen to 41.4% (including our 2% general partner interest).

Since the IPO of Golar Partners, we have sold the following five vessels to Golar Partners, the Golar Freeze, the NR Satu, the Golar Grand, the Golar Maria and more recently, the Golar Igloo for an aggregate value of $1.5 billion. Accordingly, as of April 25, 2014, Golar Partner's fleet consisted of four LNG carriers and five FSRUs that were acquired from or contributed by us.

Under the provisions of Golar Partner's partnership agreement, the general partner irrevocably delegated the authority to Golar Partners' board of directors to oversee and direct the operations, management and policy making of the Partnership. During the period from the IPO in April 2011 until the time of Golar Partners' first AGM on December 13, 2012, we retained the sole power to appoint, remove and replace all members of Golar Partners' board of directors. From the first Golar Partners' AGM, four of the seven board members became electable by common unitholders and accordingly, from this date we no longer retain the power to control the directors of Golar Partners. As a result, from December 13, 2012, Golar Partners has been considered as an affiliate entity and not as our controlled subsidiary.

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Market Overview and Trends

Our principal focus and expertise is the transportation and regasification of LNG and liquefaction of natural gas.  We are engaged in the acquisition, ownership, operation and chartering of LNG carriers and FSRUs through our subsidiaries and the development of liquefaction projects. As of  April 25, 2014, together with our affiliate, Golar Partners, our fleet consisted of seventeen vessels. Our full fleet list is provided in Item 4.D, "Information on the Company – Fleet".

Historically, spot and short term charter hire rates for LNG carriers have been uncertain which reflects the variability in the supply and demand for LNG carriers.  The industry has not however experienced a structural surplus of LNG carriers since the 1980s with fluctuations in rates and utilization over the intervening decades reflecting short-term timing disconnects between the delivery of new vessels and delivery of the new LNG they were ordered to transport.  During the last cycle an excess of LNG carriers first became evident in 2004 before reaching a peak in the second quarter of 2010 when spot and short term charter hire rates together with utilization reached historic lows.  Due to a lack of newbuild orders placed between 2008 and 2010, this trend then reversed from the third quarter of 2010 such that the demand for LNG shipping was not being met by available supply in 2011 and the first half of 2012.  Spot and short-medium term charter hire rates together with fleet utilization reached historic highs as a result.  Since then, hire rates and utilization slowly declined from these all-time highs reaching an equilibrium around the third quarter of 2013 when the supply and demand of vessels was broadly in alignment.   Subsequent to this the pace of newbuild LNG carrier deliveries has outstripped the supply of new LNG liquefaction and this scenario is expected to prevail through to 2015.  Hire rates and utilization will continue to be volatile over this timeframe.  From 2016, the arrival of substantial new LNG volumes is expected to absorb the built-up surplus of LNG carriers and result in rapidly increasing hire rates and utilization of vessels exposed to the market at this time.  This expectation is predicated on an observed reduction in LNG carrier orders which if sustained even over a relatively short period will result in insufficient carriers in the market to move the LNG volumes expected to deliver. 

As of April 25, 2014, we have newbuilding commitments for eight LNG carriers and two FSRUs with delivery dates between 2014 through to 2015, a majority of which are uncommitted and available for employment upon delivery.

Please see the section of this annual report entitled Item 4, "Information on the Company – Business Overview – the LNG industry" for further discussion of the LNG market in 2013 and 2012.

Factors Affecting the Comparability of Future Results

Our historical results of operations and cash flows are not indicative of results of operations and cash flows to be expected in the future, principally for the following reasons:

• Deconsolidation of Golar Partners from December 13, 2012. Although our economic interests in the cashflows of Golar Partners remain the same since before and after the deconsolidation, the accounting effect of the deconsolidation resulted in a one-time gain of $854 million and since then, has had a material impact on the presentation of our financial results as compared to prior periods. A summary of the key significant changes that occurred in 2013 when compared to historic periods, as a consequence of the deconsolidation, include:

• A decrease in operating income and individual line items therein, in relation to Golar Partner's fleet;

• As well as a decrease in net financial expense in respect of Golar Partner's debt and capital lease obligations, net of restricted cash deposits.

Offset by, recognition of:

• Gains on the sale of our vessel interests to Golar Partners, commencing with the Golar Maria in February 2013 and more recently, the Golar Igloo in March 2014. However, any recognition from the gain related to the sale of our vessels to Golar Partners will be deferred to the extent it relates to the proportion of our interest accounted for under the equity method, which during the subordination period relates solely to our interest in Golar Partner's subordinated units.

• Management fee income from the provision of services to Golar Partners under each of the management and administrative services and the fleet management agreements.

• Dividend income in respect of our interests in common units and general partner interests (during the subordination period) and IDRs.

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• Equity in net earnings of affiliates, to reflect our share of the results of Golar Partners calculated with respect to our interests in its subordinated units, but offset by a charge for the amortization of the basis difference in relation to the $854 million gain on loss of control.

• For periods when vessels are in lay-up, vessel operating and voyage costs will be lower.  During 2011 and 2012, we had three vessels; the Gimi (August 2010 - June 2011), Hilli (April 2008 - April 2012) and the Golar Gandria (January 2012 to April 2012) which experienced periods of time in lay- up.  The Gimi was reactivated in September 2011 while the Hilli and the Gandria were reactivated in April 2012. However, in 2013 and 2014, all three vessels were again placed back into lay-up, the Hilli and the Gandria since April 2013 and the Gimi from January 2014. These three vessels are currently in lay-up but have been earmarked for use in the Company's FLNG vessel conversion projects.  While in lay-up we benefited from lower vessel operating costs principally from reduced crew on board, minimal maintenance requirement and voyage costs.

• We expect continued inflationary pressure on crew costs.  Due to the specialized nature of operating FSRUs and LNG carriers, 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 experience significant increases.

• We may enter into different financing arrangements. Our current financing arrangements may not be representative of the arrangements we will enter into in the future. For example, we may amend our existing credit facilities or enter into other financing arrangements, which may be more expensive. For descriptions of our current financing arrangements, please read "Item 5 - Liquidity and Capital Resources-Borrowing Activities."

• 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.

• Our results are affected by fluctuations in the fair value of our derivative instruments.  The change in fair value of some of our derivative instruments is included in our net income as some of our derivative instruments are not designated as hedges for accounting purposes.  These changes may fluctuate significantly as interest rates fluctuate.  See Note 32 - "Financial Instruments" in the notes to our consolidated financial statements.  The unrealized gains or losses relating to the change in fair value of our derivatives do not impact our cash flows.

• Expansion of our fleet. As of April 25, 2014, we have newbuilding commitments for eight LNG carriers and two FSRUs for a total contract cost of $2.1 billion with scheduled deliveries between 2014 through 2015.  In addition, in January 2012, we acquired the remaining 50% equity interest in our joint venture, Bluewater Gandria, which owns the vessel the Golar Gandria.  

• In 2010, we commenced a LNG trading business but ceased further activities during the third quarter of 2011, which negatively impacted our results for 2011. In May 2010, we established a new subsidiary, Golar Commodities to position us in the market for managing and trading LNG cargoes. Activities included structured services to outside customers (such as risk management services), arbitrage activities as well as proprietary trading.  During the third quarter of 2011, we determined that, due to unfavorable market conditions, Golar Commodities would wind down its trading activities until such time as opportunities in this sector improved. Golar Commodities had no trades during 2012 and 2013. However, in the first quarter of 2014, we entered into a trade in connection with the Golar Igloo charter.

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Factors Affecting Our Results of Operations

We believe the principal factors that will affect our future results of operations include:

• the number of vessels in our fleet;

• our ability to maintain good relationships with our key existing customers and to increase the number of our customer relationships;

• increased demand for LNG shipping services, including FSRU services, and in connection with this underlying demand and supply for natural gas and specifically LNG;

• our ability to employ our vessels operating in the spot market and rates and levels of utilization achieved by our vessels;

• the success or failure of the LNG infrastructure 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 execute strategic and mutually beneficial sales of our assets, similar to the sale of five of our vessels in exchange for cash of approximately $1.5 billion conducted with Golar Partners;

• our ability to obtain debt financing in respect of our capital commitments;

• the effective and efficient technical management of our and Golar Partner's vessels;

• our ability to obtain and maintain major international energy company approvals and to satisfy their technical, health, safety and compliance standards; and

• economic, regulatory, political and governmental conditions that affect the shipping industry. 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.

In addition to the factors discussed above, we believe certain specific factors have impacted, and will continue to impact, our results of operations.  These factors include:

• 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 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;

• increases in operating costs; and

• our level of debt and the related interest expense and amortization of principal.

Please see the section of this annual report entitled Item 3. "Key Information – Risk Factors" for a discussion of certain risks inherent in our business.

Important Financial and Operational Terms and Concepts

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

Total Operating Revenues.Total operating revenues primarily refers to time charter revenues.  We recognize revenues from time charters over the term of the charter as the applicable vessel operates under the charter.  We do not recognize revenue during days when the vessel is off-hire, unless the charter agreement makes a specific exception.

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Off-hire (Including Commercial Waiting Time).  Our vessels may be out of service, off-hire, for three main reasons:  scheduled drydocking or special survey or maintenance, which we refer to as scheduled off-hire; days spent waiting for a charter, which we refer to as commercial waiting time; and unscheduled repairs or maintenance, which we refer to as unscheduled off-hire.

Voyage Expenses.  Voyage expenses, which are primarily fuel costs but which also include other costs such as port charges, are paid by our customers under our time charters.  However, we may incur voyage related expenses during off-hire periods when positioning or repositioning vessels before or after the period of a time charter or before or after drydocking.  We also incur some voyage expenses, principally fuel costs, when our vessels are in periods of commercial waiting time.

Time Charter Equivalent Earnings.  In order to compare vessels trading under different types of charters, it is standard industry practice to measure the revenue performance of a vessel in terms of average daily time charter equivalent earnings, or "TCE."  For our time charters, this is calculated by dividing time charter revenues by the number of calendar days minus days for scheduled off-hire.  Where we are paid a fee to position or reposition a vessel before or after a time charter, this additional revenue, less voyage expenses, is included in the calculation of TCE.  For shipping companies utilizing voyage charters (where the vessel owner pays voyage costs instead of the charterer), TCE is calculated by dividing voyage revenues, net of vessel voyage costs, by the number of calendar days minus days for scheduled off-hire.  TCE is a non-GAAP financial measure.  Please see the section of this annual report entitled Item 3, "Key Information – Selected Financial Data" for a reconciliation of TCE to our total operating revenues.

Vessel Operating Expenses.  Vessel operating expenses include direct vessel operating costs associated with operating a vessel, such as crew wages, which are the most significant component, vessel supplies, routine repairs, maintenance, lubricating oils, insurance and management fees for the provision of commercial and technical management services.

Depreciation and Amortization.  Depreciation and amortization expense, or the periodic cost charged to our income for the reduction in usefulness and long-term value of our ships, is related to the number of vessels we own or operate under long-term capital leases.  We depreciate the cost of our owned vessels, less their estimated residual value, and amortize the amount of our capital lease assets over their estimated economic useful lives, on a straight-line basis.  We amortize our deferred drydocking costs over two to five years based on each vessel's next anticipated drydocking.  Income derived from sale and subsequently leased assets is deferred and amortized in proportion to the amortization of the leased assets.

Administrative Expenses.  Administrative expenses are comprised of general overhead, including personnel costs, legal and professional fees, costs associated with project development, property costs and other general administration expenses.  Included within administrative expenses are pension and share option expenses.  Pension expense includes costs associated with a defined benefit pension plan we maintain for some of our office-based employees (the U.K. Scheme).  Although this scheme is now closed to new entrants the cost of provision of this benefit will vary with the movement of actuarial variables and the value of the pension fund assets.

Interest Expense and Interest Income.  Interest expense depends on our overall level of borrowings and may significantly increase when we acquire or lease ships.  During construction of a newbuilding or a FSRU retrofitting period, interest expense incurred is capitalized in the cost of the newbuilding or vessel.  Interest expense may also change with prevailing interest rates, although interest rate swaps or other derivative instruments may reduce the effect of these changes.  Interest income will depend on prevailing interest rates and the level of our cash deposits and restricted cash deposits.

Impairment of Long-Term Assets. Our vessels are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. In assessing the recoverability of our vessels' carrying amounts, we must make assumptions regarding estimated future cash flows and estimates in respect of residual or scrap value. During 2013, we considered the softening in the LNG shipping market and the current operating losses of our vessels in lay-up as potential indicators of impairment of these three vessels. We assessed potential impairment of these three vessels in lay-up by comparing th expected discounted cash flows based on assumption that these vessels will be converted and operated as FLNGVs to their respective carrying values. We concluded there was no impairment of these vessels as of December 31, 2013 existed as the fair values of these vessels were substantially higher than their carrying values.

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Other Financial Items.  Other financial items include financing fee arrangement costs such as commitment fees on credit facilities, amortization of deferred financing costs, market valuation adjustments for interest rate swap, interest rate cash settlements, foreign currency swap and equity swap derivatives and foreign exchange gains/losses.  The market valuation adjustment for our derivatives may have a significant impact on our results of operations and financial position although it does not impact our liquidity.  Historically, prior to the deconsolidation of Golar Partners, foreign exchange gains or losses arose primarily due to the retranslation of capital lease obligations and the cash deposits securing those obligations that were denominated in GBP.  Any gain or loss represented an unrealized gain or loss that arose over time as a result of exchange rate movements.  Our liquidity position was only affected to the extent that we chose or were required to withdraw monies from or pay additional monies into the deposits securing those capital lease obligations or if the leases were terminated.

Inflation and Cost Increases

Although inflation has had a moderate impact on operating expenses, interest costs, drydocking expenses and overhead, we do not expect inflation to have a significant impact on direct costs in the current and foreseeable economic environment other than potentially in relation to insurance costs and crew costs.  It is anticipated that insurance costs, which have risen over the last three years, will continue to rise over the next few years and rates may exceed the general level of inflation.  LNG transportation is a specialized area and the number of vessels has increased rapidly.  Therefore, there has been an increased demand for qualified crews, which has and will continue to the same extent to put inflationary pressure on crew costs. 

Results of Operations

Our results for the years ended December 31, 2013, 2012 and 2011 were affected by several key factors:

• The deconsolidation of Golar Partners effective December 13, 2012, has had a material impact on our results for the year ended December 31, 2013 and thus comparability to prior periods. The key significant changes noted in 2013 were as follows:

◦ decrease in operating income in relation to Golar Partner's fleet and decrease in net financial expenses in respect of Golar Partner's debt and capital lease obligation, net of restricted cash;

◦ following the sale of the company that owns and operates the Golar Maria in February 2013 to Golar Partners, we recognized a gain on disposal of $65.6 million;

◦ included in our operating revenues is $9.3 million of management fee income from the provision of services to Golar Partners under our management and administrative services and fleet management agreements;

◦ Dividend income of $31.0 million in respect of our interests held in common units and general partner units (during the subordination period) and IDRs;

◦ Equity in net earnings of affiliates includes $36.0 million in relation to our share of the results of Golar Partners calculated with respect to our interests in its subordinated units but offset by a charge of $21.3 million for the amortization of the basis difference in relation to the $854 million gain on loss of control recognized in 2012; and

◦ Following the deconsolidation of Golar Partners on December 13, 2012, we recognized a gain on loss of control of $854.0 million in 2012.

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• Additional operating costs of $13.2 million and $3.4 million in 2013 and 2012, respectively, in connection with the increase in our crewing pool in anticipation of the delivery of our newbuilds;

• The reactivation of both the Hilli and the Golar Gandria in April 2012 and the Gimi in September 2011 following their time in lay-up.  We incurred mobilization costs of approximately $9.9 million in 2012 and $7.5 million in 2011;

• Acquisition of the remaining 50% equity interest in Golar Gandria in January 2012 which resulted in a gain of $4.1 million net of acquisition-related costs of $0.2 million;

• Commencement of our LNG trading business in 2010 through our subsidiary Golar Commodities which contributed to losses of $0.4 million, $1.6 million and $13.1 million to our net income in 2013, 2012 and 2011, respectively;

• Bank loan and other financing arrangements we entered into or terminated. This included the entry into the $1.125 billion financing agreement in July 2013 relating to financing for eight of our newbuilding, which resulted in the recognition of $4.4 million commitment fees in 2013;

• Interest costs of $22.5 million, $12.1 million and $5.5 million capitalized in 2013, 2012 and 2011, respectively in relation to newbuilds under construction and the FSRU retrofitting of the NR Satu;

• The period of time our vessel, the NR Satu, spent in shipyard undergoing retrofitting for FSRU service.  During the period of retrofitting, the vessel did not earn revenue;

• Our vessels not on long-term charters are affected by commercial waiting time, including our vessels in lay-up.  During 2011 and 2012, we had three vessels: the Gimi (August 2010 - June 2011), Hilli (April 2008 - April 2012) and the Golar Gandria (January 2012 - April 2012) which experienced periods of time in lay-up. The Gimi was reactivated in September 2011 while the Hilli and the Golar Gandria were reactivated in April 2012. However in 2013, these three vessels were again placed back into lay-up, the Hilli and the Gandria since April 2013 and the Gimi from January 2014; and  

• The realized and unrealized gains and losses on mark-to-market adjustment for our derivative instruments of $45.8 million, $11.0 million and $24.3 million in 2013, 2012 and 2011, respectively and the impact of hedge accounting for certain of our interest rate swap derivatives.

The impact of these factors is discussed in more detail below.

A. Operating Results

Year ended December 31, 2013, compared with the year ended December 31, 2012

As of December 31, 2013, we manage our business and analyze and report our results of operations on the basis of two segments: vessel operations and commodity trading.  In order to provide investors with additional information we have provided analysis divided between these two segments.  See  Note 8 – "Segmental Information" to our audited financial statements.

For the year ended December 31, 2013, the impact of the deconsolidation of Golar Partners (effective December 13, 2012) had a material impact on our operating results and net income.

The following table presents details of our vessel operations segments consolidated revenues and expense information for each of the years ended December 31, 2013 and 2012.

Vessel Operations

Operating revenues, voyage and charter-hire expenses and average daily time charter equivalent

(in thousands of $)	2013		2012		Change		Change
Total operating revenues	99,828		410,345		(310,517	)	(76	)%
Voyage expenses	(14,259	)	(9,853	)	(4,406	)	45	%

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The decrease in total operating revenues of $310.5 million to $99.8 million in 2013 compared to $410.3 million in 2012 was primarily due to:

• the deconsolidation of Golar Partners from December 13, 2012. In 2012, Golar Partner's fleet contributed $273.2 million to revenues prior to its deconsolidation;

• $19.0 million reduction in revenues in relation to the Golar Maria following her disposal to Golar Partners in February 2013;

• An overall decline in charter rates and lower utilization levels of our vessels trading on the spot market or in lay-up for the Golar Viking, Gimi, Gandria and Hilli. The total operating revenues generated by these vessels in 2013 were $87.6 million compared to $113.7 million in 2012. The Hilli and the GolarGandria also entered into lay-up in April 2013;

Partially offset by an increase in operating revenues arising from:

• A full year of management fee income of $9.3 million in 2013 from the provision of services to Golar Partners under our management and administrative services and fleet management agreements compared to only $0.8 million in 2012 which represented approximately two weeks of income.

Voyage expenses largely relate to fuel costs associated with commercial waiting time and vessel positioning costs. While a vessel is on-hire, fuel costs are typically paid by the charterer, whereas during periods of commercial waiting time, fuel costs are paid by us. The increase of $4.4 million to $14.3 million in 2013 compared to $9.9 million in 2012 was primarily due to lower utilization of our spot vessels, the Golar Viking, Gimi, Hilli and the Gandria which resulted in 587 aggregate off-hire days in 2013 compared to 477 in 2012 for these vessels. In addition, both the Golar Seal and Golar Celsius, which were delivered in October 2013, were offhire from their delivery until the end of 2013 which further contributed to higher voyage expenses in 2013.

	2013		2012		Change			Change
Calendar days less scheduled off-hire days	1,994		4,245		(2,251		)	(53	)%
Average daily TCE (to the closest $100)	$	38,300	$	94,200	$	(55,900	)	(59	)%

The decrease of $55,900 in average daily time charter rates, or TCEs, for the year ended December 31, 2013 to $38,300 compared to $94,200 in 2012, is primarily due to the (i) deconsolidation of Golar Partners from December 13, 2012; (ii) sale of the Golar Maria to Golar Partners in February 2013; (iii) overall decline in charter rates and lower utilization levels of our vessels trading on the spot market or in lay-up for the Golar Viking, Gimi, GolarGandria and the Hilli; and (iv) the Golar Seal and Golar Celsius, which were offhire since their delivery in October 2013 until the end of 2013.

For a reconciliation of TCE, please see Item 3, "Key Information - Selected Financial Data".

Vessel Operating Expenses

(in thousands of $, except for average daily vessel operating costs)	2013	2012	Change		Change
Vessel operating expenses	43,750	86,672	(42,922	)	(50	)%
Average daily vessel operating costs	21,745	18,780	2,965		16	%

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Vessel operating expenses decreased by $42.9 million to $43.8 million for the year ended December 31, 2013 compared to $86.7 million in 2012 primarily due to:

• The deconsolidation of Golar Partners from December 13, 2012. In 2012, Golar Partner's fleet incurred $39.0 million of vessel operating expenses prior to its deconsolidation;

• Both the Hilli and the GolarGandria entered into lay-up in April 2013 resulting in lower operating costs. In April 2012, we recognized $9.9 million in respect of mobilization costs associated with the reactivation of both of these vessels. There were no comparable costs in 2013;

• Reduced operating costs in relation to the Golar Maria following her sale to Golar Partners in February 2013;

Partially offset by an increase in vessel operating expenses arising from:

• Higher operating costs in connection with the increase in our crewing pool in anticipation of the delivery of our newbuilds. The total operating costs in respect of our newbuild crewing pool in 2013 were $13.2 million compared to $3.4 million in 2012; and

• Additional operating costs in relation to our newbuildings, the Golar Seal and Golar Celsius, of $2.2 million following their delivery in October 2013. There were no comparable costs in 2012.

Administrative Expenses

(in thousands of $)	2013	2012	Change		Change
Administrative expenses	22,816	23,973	(1,157	)	(5	)%

The decrease of $1.2 million in administrative expenses to $22.8 million in 2013 compared to $24.0 million in 2012 was mainly due to:

• The deconsolidation of Golar Partners from December 13, 2012. Administrative expenses of $4.1 million were attributable to Golar Partners in 2012;

• Decrease in legal and other professional fees of $1.2 million principally as a result of higher fees incurred in 2012 in relation to (i) legal fees incurred in respect of claims that we were involved in; and (ii) higher professional fees incurred in connection with the deconsolidation of Golar Partners; and

• Decrease in our share option charge of $0.9 million due to a significant number of employee stock options becoming fully vested in 2012.

This was partially offset by an increase in project costs of $5.3 million primarily as a result of our work in developing our FLNG projects.

Depreciation and Amortization

(in thousands of $)	2013	2012	Change		Change
Depreciation and amortization	36,562	85,187	(48,625	)	(57	)%

Depreciation and amortization expense decreased by $48.6 million to $36.6 million in 2013 compared to $85.2 million in 2012 primarily due to the deconsolidation of Golar Partners from December 13, 2012. Depreciation and amortization expense of $48.4 million were attributable to Golar Partners in 2012; and (ii) lower depreciation and amortization expense on the Golar Maria following her disposal to Golar Partners in February 2013. This was partially offset by additional depreciation expense on the newbuildings, Golar Seal and Golar Celsius, of $2.1 million following their delivery in October 2013.

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Impairment of long-term assets

(in thousands of $)	2013	2012	Change	Change
Impairment of long-term assets	500	500	—	—	%

The impairment charge of long-term assets of $0.5 million in both 2013 and 2012 refers to the unutilized parts originally ordered for the Golar Spirit FSRU retrofitting following changes to the original project specifications and therefore reflects a lower recoverable amount for these parts. Some of these parts were used in the retrofitting of the NRSatu during 2011.  As of December 31, 2013, the total carrying value of the remaining equipment is $2.5 million.

Gain on disposal of the Golar Maria (including amortization of deferred gain)

(in thousands of $)	2013	2012	Change	Change
Gain on disposal of Golar Maria (including amortization of deferred gain)	65,619	—	65,619	100	%

The gain on disposal of Golar Maria of $65.6 million for the year ended December 31, 2013 resulted from the sale of our interests in the company that owns and operates the Golar Maria in February 2013 to Golar Partners for a total consideration of $215.0 million, of which $127.9 million was paid in cash and the assumption of $89.5 million of the debt associated with the vessel. The total gain on disposal of the Golar Maria was $82.3 million however, we deferred $17.1 million which represents profit based on our holding in the subordinated units in Golar Partners measured as of the date of the dropdown. This is being released to income over the remaining useful life of the vessel or until she is sold. Please see: Note 6 - "Disposal of a subsidiary" to our consolidated financial statements.

Gain on loss of control

(in thousands of $)	2013	2012	Change		Change
Gain on loss of control	—	853,996	(853,996	)	(100	)%

The gain on loss of control of $854 million in 2012 was in connection with the deconsolidation of Golar Partners from December 13, 2012 as described earlier. Accordingly, as of this date, our investment in Golar Partners comprising of our interests in the common, subordinated and general partner units and IDRs were remeasured to fair value, which resulted in the recognition of a gain of $854 million being largely the difference between this and our share of the net assets of Golar Partners on such a date and the release of deferred tax benefits on intra-group transfers of long-term assets relating to the vessels, the Golar Freeze, the Golar Spirit and the NR Satu. Please see: Note 5 - "Deconsolidation of Golar Partners" to our consolidated financial statements.

Gain on business acquisition

(in thousands of $)	2013	2012	Change		Change
Gain on business acquisition	—	4,084	(4,084	)	(100	)%

The gain on business acquisition of $4.1 million in 2012 arose from the acquisition of the remaining 50% interest in Bluewater Gandria in January 2012, which owns and operates the Golar Gandria, which was formerly accounted for under the equity method.

Dividend income

(in thousands of $)	2013	2012	Change	Change
Dividend income	30,960	—	30,960	100	%

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Following the deconsolidation of Golar Partners on December 13, 2012, we recognized dividend income of $31.0 million for the year ended December 31, 2013 relating to cash distributions received from Golar Partners in respect of our interests in common units and general partner interests (during the subordination period) and IDRs. Prior to the deconsolidation of Golar Partners, all cash distributions received from the Partnership were eliminated upon consolidation.

Other non-operating expenses

(in thousands of $)	2013		2012		Change		Change
Other non-operating expenses	(3,355	)	(151	)	(3,204	)	2,122	%

Other non-operating expense increased by $3.2 million to $3.4 million in 2013 compared to $0.2 million in 2012 mainly due to our indemnification under the provision of the Omnibus Agreement of certain expenses incurred by Golar Partners which amounted to $3.3 million in 2013.

Net Financial Income (expenses)

(in thousands of $)	2013		2012		Change		Change
Interest income from capital lease restricted cash deposits	—		1,721		(1,721	)	(100	)%
Interest income on high-yield bonds	1,972		128		1,844		1,441	%
Interest income on short-term loan to third party	784		—		784		100	%
Other interest income	793		970		(177	)	(18	)%
Interest Income	3,549		2,819		730		26	%
Capital lease interest expense	—		(5,940	)	5,940		(100	)%
Other debt related interest expense	—		(25,984	)	25,984		(100	)%
Interest Expense	—		(31,924	)	31,924		(100	)%
Mark-to-market adjustment for interest rate swaps	56,461		1,223		55,238		4,517	%
Interest expense on undesignated interest rate swaps	(10,626	)	(12,258	)	1,632		(13	)%
Unrealized and realized gains (losses) on interest rate swaps	45,835		(11,035	)	56,870		(515	)%
Net foreign currency adjustments for re-translation of lease related balances and mark-to-market adjustments for the Winter Lease related currency swap derivative	—		1,294		(1,294	)	(100	)%
Mark-to-market adjustments for foreign currency derivatives (excluding the Winter Lease related currency swap derivative)	719		(454	)	1,173		(258	)%
Financing arrangement fees and other costs	(5,632	)	(1,766	)	(3,866	)	219	%
Other	(2,703	)	(1,798	)	(905	)	50	%
Other Financial Items, net	38,219		(13,759	)	51,978		(378	)%

Interest income increased by $0.7 million to $3.5 million in 2013 compared to $2.8 million in 2012 principally due to: (i) higher interest income of $2.0 million earned from our participation in Golar Partner's high yield bonds in 2013, representing eleven months of interest income until our disposal in November 2013 compared to $0.1 million in 2012 earned from the deconsolidation date; and (ii) $0.8 million of additional interest income earned in relation to a short-term loan provided to one of our project partners in 2013. There was no comparable income in 2012. This was partially offset by the loss of income contributed by Golar Partners prior to its deconsolidation, which amounted to $1.8 million in 2012.

Interest expense decreased by $31.9 million to $nil for the year ended December 31, 2013 compared to $31.9 million in 2012 primarily due to: (i) the deconsolidation of Golar Partners from December 13, 2012. Interest expense of $18.5 million was attributable to Golar Partners in 2012. Although, this was partially offset by $1.6 million of interest costs from the $1.125 billion newbuild facility of which a total of $256.3 million was drawn down upon delivery of the Golar Seal and Golar Celsius in October 2013. There was no comparable cost for the same period in 2012; and (ii) any interest expense we incurred in 2013 was fully offset by the effect of the capitalization of deemed interest costs in respect of our newbuilds, which increased to $22.5 million in 2013 from $10.3 million in 2012.

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Net unrealized and realized gains (losses) on mark-to-market adjustments for interest rate swap derivatives increased by $56.9 million to a net gain of $45.8 million in 2013 compared to a net loss of $11.0 million in 2012. The increase in mark-to-market gains from our interest rate swap gain of $1.2 million in 2012 to $56.5 million in 2013 was due to the increase in long-term swap rates during 2013.

We hedge account for certain of our interest rate swaps. Accordingly, an additional $4.2 million gain was accounted for as a change in other comprehensive income which would have otherwise been recognized in earnings for the year ended December 31, 2013.

Unrealized foreign exchange gains and losses in respect of leases arose from the retranslation of capital lease obligations, the cash deposits securing those obligations and the movement on the currency swap used to hedge the Golar Winter lease obligation held by Golar Partners and its subsidiaries, which resulted in a net gain of $1.3 million in 2012. Following the deconsolidation of Golar Partners in December 2012, there was no comparable gain or loss in 2013.

Financing arrangement fees increased by $3.9 million to $5.6 million in 2013 compared to $1.8 million in 2012.  This was due to higher commitment fees in respect of our $1.125 billion newbuild facility entered into in July 2013.

Other items represent, among other things, bank charges, amortization of deferred charges and debt guarantee, foreign currency differences arising on retranslation of foreign currency and gains or losses on short-term foreign currency forward contracts.

Income Taxes

(in thousands of $)	2013		2012	Change		Change
Income taxes	(3,404	)	2,765	(6,169	)	(223	)%

Prior to the deconsolidation of Golar Partners in December 2012, income taxes related primarily to the taxation of U.K. based vessel operating companies, our former Brazilian subsidiary established in connection with our Petrobras long-term charters and our former Indonesian subsidiary established in connection with the PTNR long-term charter of the NR Satu; partially offset by the amortization of the deferred gains on the intra-group transfers of long-term assets relating to five vessels. Following the deconsolidation of Golar Partners, income taxes for 2013 relate principally to the taxation of a significantly lower number of U.K. based entities; offset by the amortization of the deferred gains relating to only two vessels, such that in 2013 an income tax credit of $3.4 million was recognized.

Equity in Net Earnings (Losses) of Affiliates

(in thousands of $)	2013	2012		Change	Change
Share of net earnings (losses) in Golar Partners	14,678	(735	)	15,413	(2,097	)%
Share of net earnings in other affiliates	1,143	126		1,017	807	%
	15,821	(609	)	16,430	(2,698	)%

Since its deconsolidation on December 13, 2012, Golar Partners has been considered to be our affiliate entity and not our controlled subsidiary. Our share of the results of Golar Partners is calculated with reference only to our interests in its subordinated units, but partially offset by a charge for the amortization of the basis difference in relation to the $854.0 million gain on loss of control recognized on deconsolidation.

Net Income

As a result of the foregoing, we recognized net income of $136.2 million in 2013, compared to $1.0 billion in 2012.

Net income attributable to Non-controlling Interests

Following the deconsolidation of Golar Partners from December 13, 2012, there was no comparable net income attributable to non-controlling interests in 2013.

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LNG Trading

(in thousands of $)	2013	2012	Change		Change
Administrative expenses	136	1,040	(904	)	(87	)%
Depreciation	309	337	(28	)	(8	)%
Other operating gains and losses	—	27	(27	)	(100	)%
Loss of disposal of fixed assets	—	151	(151	)	(100	)%
Net financial expenses	—	4	(4	)	(100	)%
Net loss	445	1,559	(1,114	)	(71	)%

The total loss for Golar Commodities for the year ended December 31, 2013 and 2012 amounted to $0.4 million and $1.6 million, respectively. Administrative expenses decreased by $0.9 million to $0.1 million for the year ended December 31, 2013 compared to $1.0 million in 2012. This was primarily due to our decision to continuously reduce the trading activities of Golar Commodities in response to unfavorable market conditions and other cost efficiency measures implemented by the Company.

Other operating gains and losses represent realized losses on physical cargo trades, financial derivative contracts and proprietary trades entered into. During 2013 and 2012 we did not enter into any trades. However, during the first quarter of 2014, we entered into a Purchase and Sales Agreement to buy and sell LNG cargo. The LNG cargo was acquired and subsequently sold on a delivered basis to Kuwait Petroleum Corporation to facilitate the commissioning of the Golar Igloo which entered in her long-term charter with KNPC in March 2014.  The transaction was our first since 2011 when we scaled back our LNG trading activities but it’s now our intention to position ourself for managing and trading a number of LNG cargoes for the Golar Igloo during the course of her charter with KNPC.

Year ended December 31, 2012, compared with the year ended December 31, 2011

As of December 31, 2012, we manage our business and analyze and report our results of operations on the basis of two segments: vessel operations and commodity trading.  In order to provide investors with additional information we have provided analysis divided between these two segments.  See  Note 8 – "Segmental Information" to our audited financial statements.

For the year ended December 31, 2012, except for the gain on loss of control, the impact of the deconsolidation of Golar Partners is not material to our operating results or individual line items as the deconsolidation date was effective only from December 13, 2012.

Vessel Operations

Operating revenues, voyage and charter-hire expenses and average daily time charter equivalent

(in thousands of $)	2012		2011		Change		Change
Total operating revenues	410,345		299,848		110,497		37	%
Voyage expenses	(9,853	)	(6,042	)	(3,811	)	63	%

The increase in total operating revenues in 2012 compared to 2011 was primarily due to:

• $37.6 million of additional revenue, representing approximately 8 months of revenues from the NR Satu following her successful conversion to an FSRU and the commencement of her 11-year charter with PTNR in May 2012. There were no corresponding revenues in 2011 as the NR Satu was principally undergoing its FSRU retrofitting.

• Improved charter hire rates in 2012 compared to 2011 for our vessels, the GolarViking, the Golar Maria and the Golar Arctic, which were trading on the spot market.

• $22.3 million of additional revenues due to Gimi operating for the full year in 2012 compared to approximately only four months in 2011. During 2011, the Gimi was in lay-up until June 2011 when she entered the shipyard for her reactivation, which was completed in September 2011.

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Voyage expenses largely relate to fuel costs associated with commercial waiting time and vessel positioning costs. While a vessel is on-hire, fuel costs are typically paid by the charterer, whereas during periods of commercial waiting time, fuel costs are paid by us. The increase of $3.8 million to $9.9 million in 2012 compared to $6.0 million in 2011 was primarily due to lower utilization of our spot vessels, the Hilli, the GolarViking and the Golar Maria which resulted in 300 aggregate offhire days in 2012 compared to 91 in 2011 for these vessels. In addition, Golar Gandria, which was acquired in January 2012, has been offhire from April 2012 following its reactivation which further contributed to higher voyage expenses in 2012.

	2012		2011		Change		Change
Calendar days less scheduled off-hire days	4,245		3,352		893		27	%
Average daily TCE (to the closest $100)	$	94,200	$	87,700	$	6,500	7	%

The increase of $6,500 in average daily time charter rates, or TCEs, for the year ended December 31, 2012 to $94,200 compared to $87,700 in 2011, is primarily due to the (i) commencement of the NR Satu's 11 year charter to PTNR; and (ii) improved charter-hire rates for the Golar Maria, the Golar Arctic and the Golar Viking.

For a reconciliation of TCE, please see Item 3, "Key Information - Selected Financial Data".

Vessel Operating Expenses

(in thousands of $, except for average daily vessel operating costs)	2012	2011	Change	Change
Vessel operating expenses	86,672	62,872	23,800	38	%
Average daily vessel operating costs	18,780	14,354	4,426	31	%

Vessel operating expenses increased by $23.8 million to $86.7 million for the year ended December 31, 2012 compared to $62.9 million in 2011 primarily due to:

• Re-activation of both the Hilli and the GolarGandria in April 2012. We recognized $9.9 million in 2012 in respect of mobilization costs associated with the reactivation of both of these vessels, compared to $7.5 million in 2011 which related to the reactivation of the Gimi. In addition, we incurred operating costs from their reactivation date, whereas in 2011, there were no comparable costs as both vessels were in lay-up. We only commenced consolidation of the results of the GolarGandria following her acquisition in January 2012;

• Increased operating costs for the NR Satu following her successful FSRU retrofitting in April 2012 as compared to 2011 when she was primarily undergoing her FSRU retrofitting;

• Higher operating costs in connection with the increase in our crewing pool in anticipation of the delivery of our newbuilds; and

• Higher spares purchases during the maintenance window on the Golar Winter and the Golar Spirit in 2012.

Administrative Expenses

(in thousands of $)	2012	2011	Change		Change
Administrative expenses	23,973	26,988	(3,015	)	(11	)%

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The decrease of $3 million in administrative expenses to $24.0 million in 2012 compared to $27.0 million in 2011 was mainly due to:

• Decrease in salaries and benefits of $2.3 million which was mainly the result of lower social security contributions arising from the exercise of a lower volume of share options during 2012; and

• Decrease in legal and other professional fees of $1.1 million principally as a result of higher fees incurred in 2011 in relation to (i) the termination of intragroup financing arrangements; and (ii) the delisting of Golar Energy from Oslo Axess.

This was partially offset by an increase in project costs of $0.5 million primarily as a result of our work in developing our FLNGV project.

Depreciation and Amortization

(in thousands of $)	2012	2011	Change	Change
Depreciation and amortization	85,187	69,814	15,373	22	%

Depreciation and amortization expense increased by $15.4 million to $85.2 million in 2012 compared to $69.8 million in 2011 primarily due to (i) the commencement of depreciation for the FSRU retrofitting expenditures relating to the NR Satu following the completion of her retrofitting in April 2012; (ii) a full year's depreciation of reactivation costs capitalized in relation to the Gimi compared to approximately four months in 2011; (iii) depreciation of the Golar Gandria following her acquisition in January 2012; and (iv) commencement of depreciation of the incremental reactivation costs capitalized in respect of the Hilli and the Golar Gandria pursuant to their reactivation in April 2012.

Impairment of long-term assets

(in thousands of $)	2012	2011	Change	Change
Impairment of long-term assets	500	500	—	—	%

The impairment charge of long-term assets of $0.5 million in both 2012 and 2011 refers to the unutilized parts originally ordered for the Golar Spirit FSRU retrofitting following changes to the original project specifications and therefore reflects a lower recoverable amount for these parts. Some of these parts were used in the retrofitting of the NRSatu during 2011.  As of December 31, 2012, the total carrying value of the remaining equipment is $3 million.

Gain on loss of control

(in thousands of $)	2012	2011	Change	Change
Gain on loss of control	853,996	—	853,996	100	%

The gain on loss of control of $854 million in 2012 was in connection with the deconsolidation of Golar Partners from December 13, 2012 as described earlier. Accordingly, as of this date, our investment in Golar Partners comprising of our interests in the common, subordinated and general partner units and IDRs were remeasured to fair value, which resulted in the recognition of a gain of $854 million being largely the difference between this and our share of the net assets of Golar Partners on such a date and the release of deferred tax benefits on intra-group transfers of long-term assets relating to the vessels, the Golar Freeze, the Golar Spirit and the NR Satu. Please see: Note 5 - "Deconsolidation of Golar Partners" to our consolidated financial statements.

Gain on business acquisition

(in thousands of $)	2012	2011	Change	Change
Gain on business acquisition	4,084	—	4,084	100	%

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The gain on business acquisition of $4.1 million in 2012 arose from the acquisition of the remaining 50% interest in Bluewater Gandria in January 2012, which owns and operates the Golar Gandria, which was formerly accounted for under the equity method.

Net Financial Expenses

(in thousands of $)	2012		2011		Change		Change
Interest income from capital lease restricted cash deposits	1,721		1,567		154		10	%
Other interest income	1,098		190		908		478	%
Interest Income	2,819		1,757		1,062		60	%
Capital lease interest expense	(5,940	)	(5,866	)	(74	)	1	%
Other debt related interest expense	(25,984	)	(19,419	)	(6,565	)	34	%
Interest Expense	(31,924	)	(25,285	)	(6,639	)	26	%
Mark-to-market adjustment for interest rate swap derivatives	1,223		(10,057	)	11,280		(112	)%
Interest rate swap cash settlements	(12,258	)	(14,201	)	1,943		(14	)%
Unrealized and realized losses on interest rate swaps	(11,035	)	(24,258	)	13,223		(55	)%
Net foreign currency adjustments for re-translation of lease related balances and mark-to-market adjustments for the Winter Lease related currency swap derivative	1,294		(766	)	2,060		(269	)%
Mark-to-market adjustments for foreign currency derivatives (excluding the Winter Lease related currency swap derivative)	(454	)	(470	)	16		(3	)%
Financing arrangement fees and other costs	(1,766	)	(930	)	(836	)	90	%
Other	(1,798	)	(2,641	)	843		(32	)%
Other Financial Items, net	(13,759	)	(29,065	)	15,306		(53	)%

Interest income increased by $1.1 million to $2.8 million in 2012 compared to $1.8 million in 2011 principally due to: (i) $0.7 million interest income due from Golar Partners earned from the deconsolidation date being the aggregate of income earned in relation to the NR Satu vendor financing loan facility and Golar's participation in the high yield bonds issued by Golar Partners in October 2012; and (ii) interest income of $0.3 million from our fixed deposits due to larger deposits held on short-term deposits.

Interest expense increased by $6.6 million to $31.9 million in 2012 compared to $25.3 million in 2011 primarily due to: (i) $11.4 million incurred from the Company's issuance of $250 million convertible bonds in March 2012; and (ii) $2.6 million interest costs from Golar Partner's high-yield bonds issued in October 2012. There were no comparable costs in 2011. This expense was partially offset by the effect of the capitalization of deemed interest costs, in respect of the Company's newbuilds and FSRU retrofittings, which increased to $12.1 million in 2012 from $5.5 million in 2011, thereby contributing to a reduction to interest expense by $6.6 million.

Net unrealized and realized (losses) gains on mark-to-market adjustments for interest rate swap derivatives decreased by $13.2 million to $11 million in December 31, 2012 compared to $24.3 million in 2011. The decrease in mark-to-market losses from our interest rate swap from a loss in 2011 of $10.1 million to a gain of $1.3 million in 2012, was largely due to a fairly stable long-term interest rate outlook during 2012. In contrast, the outlook during 2011 was that long-term interest rates were going to fall.

We hedge account for certain of our interest rate swaps. Accordingly, an additional $1.5 million gain was accounted for as a change in other comprehensive income which would have otherwise been recognized in earnings for the year ended December 31, 2012.

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Unrealized foreign exchange gains and losses in respect of leases of $1.3 million arose as a result of the retranslation of our capital lease obligations, the cash deposits securing those obligations and the movement in the fair value currency swap used to hedge the Golar Winter lease obligation. Of this $1.3 million unrealized foreign exchange gain in 2012, an unrealized gain of $7.2 million (2011: $0.9 million unrealized loss) arose in respect of the mark-to-market valuation of the Golar Winter currency swap representing the movement in the fair value. This swap hedges the currency risk arising from lease rentals due in respect of the Golar Winter GBP lease rental obligation, by translating GBP payments into U.S. Dollar payments at a fixed GBP/USD exchange rate (i.e. Golar receives GBP and pays U.S. Dollars). The unrealized loss on retranslation of the lease obligation in respect of the Golar Winter lease, which this swap hedges, was $5.7 million (2011: $0.2 million unrealized gain). The above capital lease obligations and related cash deposits are held by Golar Partners and its subsidiaries. Accordingly, the above refer only to the gains/losses recognized through to the deconsolidation date of December 13, 2012.

Financing arrangement fees increased by $0.8 million to $1.8 million in 2012 compared to $0.9 million in 2011.  This was due to higher commitment fees in respect of our revolving credit facility from a company related to our major shareholder, World Shipholding.

Other items represent, among other things, bank charges, the amortization of debt related expenses, foreign currency differences arising on retranslation of foreign currency and gains or losses on short term foreign currency forward contracts.

Income Taxes

(in thousands of $)	2012	2011		Change	Change
Income taxes	2,765	(1,705	)	4,470	(262	)%

Income taxes relate primarily to the taxation of our U.K. based vessel operating companies, our former Brazilian subsidiary established in connection with our Petrobras long-term charters and our former Indonesian subsidiary related to the ownership and management of the NR Satu with respect to its long-term charter with PTNR. However, the tax exposure in Indonesia is mitigated by revenue due under the charter such that taxes paid are fully recovered through the time charter rate.  The increase of $4.5 million in 2012 was primarily due to $6.8 million tax expense incurred by the Indonesian subsidiary. This was partially offset by a full year's amortization of the deferred tax gains arising on the intra-group transfers of long-term assets relating to five vessels. Following the deconsolidation of Golar Partners, the deferred tax gains on the intra-group transfers of long-term assets relating to the Golar Spirit, Golar Freeze and NR Satu were written off as part of the gain on loss of control hence the effect of the amortization of the above will decrease going forwards as this will only relate to two vessels.

Equity in Net Earnings (losses) of Affiliates

(in thousands of $)	2012		2011		Change	Change
Equity in net losses of Affiliates	(609	)	(1,900	)	1,291	(68	)%

The decrease in equity in net losses of affiliates by $1.3 million to $0.6 million in 2012 compared to $1.9 million losses in 2011 was primarily due to our share of net losses and earnings from Golar Wilhelmsen, Golar Partners and ECGS. From December 13, 2012, Golar Partners is considered to be an affiliate entity and not as a controlled subsidiary of the Company.

Net Income

As a result of the foregoing, we recognized net income of $1 billion in 2012, compared to $81.4 million in 2011.

Net income attributable to Non-controlling Interests

(in thousands of $)	2012		2011		Change		Change
Golar Mazo	(10,139	)	(9,863	)	(276	)	3	%
Golar Energy	—		5,105		(5,105	)	(100	)%
Golar Partners	(33,001	)	(16,867	)	(16,134	)	96	%
Total Net income attributable to Non-controlling interests	(43,140	)	(21,625	)	(21,515	)	99	%

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Pursuant to Golar Partners' IPO in April 2011, our ownership in Golar Partners decreased to 65.4%, such that the public held a 34.6% non-controlling interest, excluding Chinese Petroleum Corporation's 40% ownership interest in the Golar Mazo. During 2012, Golar Partners' completed a further two follow-on public equity offerings, such that as of December 31, 2012 our ownership interest decreased to 54.1%. As discussed earlier, we have deconsolidated Golar Partners from December 13, 2012.

In mid-2011, in a series of share acquisitions, the Company re-acquired the remaining interest in Golar Energy as held by private investors, thus increasing our ownership to 100%. We delisted Golar Energy from the Oslo Axess in July 2011.

LNG Trading

(in thousands of $)	2012	2011	Change		Change
Administrative expenses	1,040	6,691	(5,651	)	(84	)%
Depreciation	337	472	(135	)	(29	)%
Other operating gains and losses	27	5,438	(5,411	)	(100	)%
Loss of disposal of fixed assets	151	—	151		(100	)%
Net financial expenses	4	509	(505	)	(99	)%
Net loss	1,559	13,110	(11,551	)	(88	)%

The total loss for Golar Commodities for the year ended December 31, 2012 and 2011 amounted to $1.6 million and $13.1 million, respectively. Administrative expenses decreased by $5.7 million to $1.0 million for the year ended December 31, 2012 compared to the same period in 2011. This was primarily due to our decision in the third quarter of 2011 to reduce the trading activities of Golar Commodities in response to unfavorable market conditions and other cost efficiency measures implemented by the Company.

Other operating gains and losses represent realized losses on physical cargo trades, financial derivative contracts and proprietary trades entered into during the year. During 2012 we did not enter into any trades.

B.      Liquidity and Capital Resources

Liquidity and cash requirements

We operate in a capital intensive industry and we have historically financed the purchase of our vessels, FSRU conversion projects and other capital expenditures through a combination of borrowings from debt transactions, leasing arrangements with commercial banks, cash generated from operations and equity capital.  Our liquidity requirements relate to servicing our debt, funding our newbuilding program, funding future conversions, funding investments, including the equity portion of investments in vessels and investment in the development of our project portfolio, funding working capital, payment of dividends and maintaining cash reserves to satisfy certain of our borrowing covenants and to offset fluctuations in operating cash flows.

Our funding and treasury activities are conducted within corporate policies to maximize investment returns while maintaining appropriate liquidity for our requirements.  Cash and cash equivalents are held primarily in U.S. dollars with some balances held in British Pounds, Singapore Dollars, Norwegian Kroners and Euros.  We have not made use of derivative instruments other than for interest rate and currency risk management purposes.

Our short-term liquidity requirements are primarily for servicing our debt and working capital requirements. Sources of short-term liquidity include cash balances, restricted cash balances, short-term investments, available amounts under revolving credit facilities, quarterly cash distributions from Golar Partners (refer to Item 7B. Related Party Transactions - Golar Partners - Quarterly Cash Distributions, for detail) and receipts from our charters. Revenues from our time charters are generally received monthly in advance.

Given the negative short-term outlook in the LNG shipping market, which is forecast to continue for the remainder of 2014 through to its forecast recovery in 2015, we will require additional working capital for our vessels operating in the spot market depending on their employment and to a lesser extent our three vessels in lay-up pending FLNG conversion opportunities. As of the current date, we have four vessels operating on the spot market and a further nine uncommitted newbuildings due for delivery in 2014 through to 2015. During idle time we will be exposed to both the operating and fuel costs, although this is reduced for those vessels  in lay-up.

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As of December 31, 2013 and 2012, we had cash and cash equivalents including restricted cash of $148.8 million and $426.3 million, respectively.  Since December 31, 2013, significant transactions impacting our cash flows include:

Receipts:

• In February 2014, Golar Partners made a final cash distribution of $0.52 per unit in respect of the quarter ended December 31, 2013, of which we received $14.8 million in relation to our interests in the common units, subordinated units, 2% general partner interest and IDRs, held at the record date;

• In March 2014, we sold our equity interests in the company that owns and operates the FSRU, Golar Igloo, to Golar Partners for the purchase price of $310 million.  As consideration, Golar Partners assumed $161.3 million of bank debt in respect of the Golar Igloo, drew-down $20.0 million on the available $20 million revolving credit facility and paid us the balance of $128.7 million in cash using the proceeds of its equity offering in December 2013;

Payments:

• Payments for our newbuildings are made in installments in accordance with our contracts with the shipyards. Excluding the Golar Igloo which was delivered in February 2014, for our ten remaining newbuilds, $1.3 billion of newbuild installments are due within the year ended December 31, 2014. Of this amount, $230.0 million has been paid as of April 25, 2014;

• We made $7.7 million of scheduled debt repayments;

• In March 2014, we paid a dividend of $0.45 per share to our shareholders for the quarter ended December 31, 2013. The dividend paid totalled $36.3 million; and

Other:

• In February 2014, we executed a four ship sale and leaseback transaction with ICBC Financial Leasing Co. Ltd ("ICBL"). The financing structure will fund 90% of the shipyard purchase price of each vessel.

We believe our current financial resources that are available to us, including our existing undrawn credit facilities of $800.0 million, proceeds from the sale and leaseback new build financing arrangement of $742.4 million which will be available when the associated vessels are delivered, quarterly distributions from Golar Partners, potential sale of our vessel interests and surplus funds from our two newbuilding finance facilities will be sufficient to meet our liquidity requirements for our business, for at least the next twelve months.  We have performed stress testing of our forecast cash reserves under extreme and largely theoretical scenarios, which include assumptions such as nil revenue contribution from our fleet, full operating costs and maintaining our dividend payments at current levels, and accordingly are confident of our ability to manage through the near term cash requirements.

Medium to Long-term Liquidity and Cash Requirements

Our medium and long-term liquidity requirements are primarily for funding the investments for our conversion projects and repayment of long-term debt balances. As of April 25, 2014, $1.4 billion of our newbuilding contractual commitments remain outstanding. Following the execution of both our $1.125 billion facility (eight-unit facility) in July 2013 and the four-unit ICBCL facility in February 2014, the undrawn balance on these facilities will cover our remaining newbuild commitments and indeed will provide surplus funds for use elsewhere in the business.

Sources of funding for our medium and long-term liquidity requirements include new loans, refinancing of existing arrangements, public and private debt offerings, potential sales of our interests in our vessel-owning subsidiaries operating under long-term charters, that may include the Golar Eskimo which is due for delivery in 2014 and will operate under a long-term time charter and sale of our holding in the common units of Golar Partners.  We may also enter into financing arrangements with our related parties, such as World Shipholding (including its related companies) to provide intermediate financing for capital expenditures until longer term financing is obtained, at which time we will use all or a portion of the proceeds from the longer-term financings to repay outstanding amounts due under these arrangements. In addition, with respect to the Arctic debt facility, which matures with a balloon payment of $86 million due in January 2015, we are currently in the process of refinancing this debt and do not anticipate any issue with securing new debt finance prior to its maturity date.

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Cash flows

The following table summarizes our cash flows from operating, investing and financing activities.

	Year Ended December 31,
	2013		2012		2011
(in millions of )
Net cash provided by operating activities	67.7		233.8		116.6
Net cash used in investing activities	(533.1	)	(290.7	)	(298.6	)
Net cash  provided by financing activities	166.0		414.7		84.2
Net (decrease) increase in cash and cash equivalents	(299.4	)	357.8		(97.8	)
Cash and cash equivalents at beginning of year	424.7		66.9		164.7
Cash and cash equivalents at end of year	125.3		424.7		66.9

In addition to our cash and cash equivalents noted above, as of December 31, 2013, we had restricted cash of $26.5 million relating to performance bond requirements for projects awarded to us during the year.

Net cash provided by operating activities

Cash generated from operations decreased by $166.1 million to $67.7 million in 2013 compared to $233.8 million in 2012, was primarily due to the effect of the deconsolidation of Golar Partners (effective from December 13, 2012). This resulted in a substantial decrease in our net cash generated from our operations by virtue of a loss of a sizeable portion of (Golar Partner’s) vessels, all on committed charters, no longer being reported together with our results and cash flows. This was partly mitigated by the receipt of dividends of $64.2 million in total from our various classes of equity investments in Golar Partners. Similarly our sale of the Golar Maria to Golar Partners in February 2013, also resulted in a decrease in her contribution to our operating cash flows  2013, in contrast to a full year in 2013. To a lesser extent, the softening LNG shipping market resulting in an overall decline in charter rates and lower utilization rates of our vessels trading on the spot market, in addition to our decision to place two vessels in lay-up in 2013 (pending conversion opportunities), also had an adverse effect on our operating cash flows in 2013.

Cash generated from operations increased by $117.2 million to $233.8 million in 2012 compared to $116.6 million in 2011, primarily due to an overall improvement in the charter hire rates of our vessels trading on the spot market. In addition, following NR Satu's FSRU retrofit in April 2012 and the Gimi's reactivation in September 2011, both vessels were on hire from May 2012 and September 2011, respectively, which further contributed to the net cash generated from operating activities. This was partially offset by the mobilization costs incurred in relation to the reactivation of the Hilli and the Golar Gandria in 2012 and the Gimi in 2011.

Net cash used in investing activities

Net cash used in investing activities of $533.1 million increased considerably in 2013 from $290.7 million in 2012 primarily due to:

• higher installment payments made in respect of our newbuilds;

• increase in restricted cash and short-term investments of $22.7 million due to performance bonds for certain projects awarded to us in 2013;

• contributions of $5.6 million to Golar Partners to maintain our 2% general partner interest and payment of $12.4 million to acquire additional common units in connection with Golar Partners 2013 equity offerings;

• granting of a short-term loan to a third party of $12.0 million, of which $2.5 million was repaid in 2013;

This was partially offset by:

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• consideration of $119.9 million received from Golar Partners in respect of the sale of Golar Maria in February 2013;

• proceeds of $99.2 million from the partial sale of our interest in the common units of the Partnership in December 2013; and

• proceeds of $34.5 million from the disposal of our high-yield bond participation in Golar Partners.

Net cash used in investing activities of $290.7 million in 2012 primarily due to installment payments made in respect of newbuilds and additions to vessels and equipment relating to the FSRU retrofitting of the NR Satu and reactivation of both the Hilli and the Golar Gandria. In addition, we acquired the remaining 50% equity interest in the Bluewater Gandria and removed the cash balances held by Golar Partners as of the deconsolidation date of December 13, 2012. These were partially offset by the repayment of the vendor financing loan of $155 million in respect of the NR Satu by Golar Partners at the end of December 2012.

Net cash used in investing activities of $298.6 million increased considerably in 2011 compared to 2010 primarily due to installment payments made in respect of newbuilds and additions to vessels and equipment relating to the FSRU retrofitting of the NR Satu.

Net cash provided by financing activities

Net cash provided by financing activities is principally generated from funds from new debt and new equity issuance offset by lease finance and debt repayments.    

Net cash provided by financing activities in 2013 of $166.0 million was primarily a result of the following:

• $256.4 million draw down in respect of our $1.125 billion facility to fund the final installment payments of the Golar Seal and Golar Celsius delivered in October 2013;

• $50.0 million drawdown on our World Shipholding facility;

Partially offset by:

• Payment of dividends during the year of $109.0 million;

• Payment of financing costs of $22.6 million in respect of our $1.125 billion facility entered into July 2013; and

• Scheduled repayments of $9.4 million on our long-term debt.

Net cash provided by financing activities in 2012 was $414.7 million and was primarily a result of the following:

• Net proceeds of $317.1 million in respect of the follow-on equity public offerings of Golar Partners in 2012;

• Proceeds of $442.2 million from the convertible bonds issued by the Company in March 2012 and issuance of Golar Partner's high-yield bonds issued by Golar Partners in October 2012;

• Further drawdown of $200 million on the World Shipholding revolving credit facility;

Partially offset by:

• Repayment of $280 million on the World Shipholding revolving credit facility;

• Scheduled repayments of $45.2 million on our long-term debt; and

• The payment of dividends during the year of $175.9 million. In addition to the payment of $32.1 million of dividends to non-controlling interests.

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Net cash provided by financing activities in 2011 was $84.2 million and was primarily a result of: (i) net proceeds of $287.8 million arising in respect of the IPO of Golar Partners; (ii) drawdown of $80 million on the World Shipholding facility; and (iii) proceeds of $13.8 million from the exercise of share options. This was partially offset by payments of $108.1 million to increase our ownership of Golar Energy to 100%, Scheduled repayments of $105.8 million on our long-term debt and payment of dividends during the year of $65 million.  In addition the payment of $12.5 million of dividends to non-controlling interests.  The increase in 2011 is due to cash distributions made in respect of Golar Partners subsequent to its IPO in April 2011.

Borrowing activities

Long-Term Debt

As of December 31, 2013, we had total long-term debt outstanding of $717.1 million. As of December 31, 2013, our long-term debt consisted of the following:

(in millions of $)	2013	Maturity date
World Shipholding revolving credit facility (a related party)	50.0	2015
Golar Arctic facility	91.3	2015
Golar Viking facility	86.4	2017
Convertible bonds	233.0	2017
$1.125 billion facility:
- Golar Seal facility	127.9	2018/2025*
- Golar Celsius facility	128.4	2018/2025*
	717.0

* The commercial loan facility matures in 2018 with the balance maturing in 2025.

Our outstanding debt of $717.0 million as of December 31, 2013, is repayable as follows:

Year ending December 31,
(in millions of $)
2014	30.8
2015	162.0
2016	25.8
2017	94.6
2018	284.4
2019 and later	119.4
Total	717.0

The margins we pay under our current loan agreements are over and above LIBOR at a fixed or floating rate and currently range from 0.70% to 3.0%.

The following is a summary of our credit facilities.  See Note 26 to our consolidated financial statements included herein for additional information relating to our credit facilities.

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World Shipholding revolving credit facility (a related party)

In April 2011, we entered into a $80 million revolving credit facility with a company related to our major shareholder, World Shipholding. In January 2012, February 2012 and May 2012, the revolving credit facility was amended to $145 million, $250 million and $120 million, respectively without any further changes to the original terms of the facility. In July 2012, the facility was repaid in full with the proceeds received from the sale of the companies that own and operate the NR Satu to Golar Partners. In May 2013, the margin on the facility was amended from 3.5% to 3.0%. As of December 31, 2013, we had $50 million of borrowings under this facility. The facility is unsecured and bears interest at LIBOR plus 3.0% together with a commitment fee of 0.75% on any undrawn portion of the credit facility. The facility is available until September 2015, when all amounts must be repaid.

Golar Arctic facility

In January 2008, we entered into a secured loan facility for an amount of $120 million, for the purpose of financing the purchase of the Golar Arctic, which we refer to as the Golar Arctic facility.  The facility bears interest at LIBOR plus a margin and is repayable in quarterly installments over a term of seven years with a final balloon payment of $86.3 million due in January 2015.

Golar Viking

In January 2005 we entered into a $120 million secured loan facility with a bank for the purpose of financing the newbuilding, the Golar Viking.  This facility was refinanced in August 2007 for an amount of $120 million.

The structure of the Golar Viking facility is such that the bank loaned funds of $120 million to Golar, which we then re-loaned to a newly created entity of the bank, ("Investor Bank").  With the proceeds, Investor Bank then subscribed for preference shares in a Golar group company.  Another Golar company issued a put option in respect of the preference shares.  The effect of these transactions is that investor bank is required to pay fixed interest to us.  The interest payments to us by Investor Bank are contingent upon receipt of these preference dividends.  In the event these dividends are not paid, the preference dividends will accumulate until such time as there are sufficient cash proceeds to settle all outstanding arrearages.  Applying ASC 810 to this arrangement, we have concluded that we are the primary beneficiary of Investor Bank and accordingly has consolidated it into our group.  Accordingly, as at December 31, 2013, the Consolidated Balance Sheet and Consolidated Statement of Operations includes Investor Bank's net assets of $nil and net income of $nil, respectively, due to elimination on consolidation, of accounts and transactions arising between us and the Investor Bank.

The Golar Viking facility accrues floating interest at a rate of LIBOR plus a margin.  The loan has a term of 10 years and is repayable in quarterly installments with a final balloon payment of $71.0 million due in August 2017.  The loan is secured by a mortgage on this vessel.

Convertible Bonds

In March 2012, we completed a private placement offering for convertible bonds, for gross proceeds of $250.0 million. Accordingly, on inception we recognized a liability of $221.9 million and an equity portion of $25.0 million. The liability component is recorded at its present value (discounted using an equivalent borrowing rate which does not include the conversion option) and the accretion from its initial discounted value to par. The equity component is valued as the residual of par less the liability value. The impact of this treatment over the life of the instrument is to increase the interest charge to a "normalized" interest rate as the discount on the liability unwinds over the period to settlement. The secured convertible bonds mature in March 2017 when the holder may convert the bonds into our common shares or redeem at 100% of the principal amount. The convertible bonds have an annual coupon rate of 3.75% which is payable quarterly in arrears and have a conversion price of $55. We declared dividends of $1.35 and $1.60 for the year ended December 31, 2013 and 2012, respectively. The conversion price was adjusted from $52.29 to $50.28 effective on December 4, 2013.

We have a right to redeem the bonds at par plus accrued interest, provided that 90% or more of the bonds issued shall have been redeemed or converted to shares. Accordingly, if the bonds were converted, 4,972,155 shares would be issued if the bonds were converted at the conversion price of $50.28 as at December 31, 2013.

The bond may be converted to our ordinary shares by the holders at any time starting on the forty first business day of the issuance until the tenth business day prior to March 7, 2017.

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$1.125 billion facility

In July 2013, we entered into a $1.125 billion facility to fund eight of our newbuildings. The facility bears interest at LIBOR plus a margin. The facility is divided into three tranches, with the following general terms:

Tranche	Amount	Proportion of facility	Term of loan from date of drawdown	Repayment terms
K-Sure	$449 million	40%	12 years	Six-monthly installments
KEXIM	$450 million	40%	12 years	Six-monthly installments
Commercial	$226 million	20%	5 years	Six-monthly installments, unpaid balance to be refinanced after 5 years

The K-Sure Tranche, is funded by a consortium of lenders of which 95% is guaranteed by a Korean Trade Insurance Corporation (or K-Sure) policy; the KEXIM tranche is funded by the Export Import Bank of Korea (or KEXIM). Repayments under the K-Sure and KEXIM tranches are due semi-annually with a 12 year repayment profile. The commercial tranche is funded by a syndicate of banks and is for a term of five years from date of drawdown with a final balloon payment of $131.0 million depending on drawdown dates of certain vessels. In the event the commercial tranche is not refinanced prior to the end of the five years, KEXIM has an option to demand repayment of the balance outstanding under the KEXIM tranche.

The facility is further divided into vessel-specific tranches dependent upon delivery and drawdown with each borrower being the subsidiary owning the respective vessel. Upon delivery of a newbuild, we have the ability to drawdown on the facility. On drawdown, the vessel will become secured against the facility.  We drew down a total of $256.3 million in connection with the delivery of the Golar Seal and the Golar Celsius in October 2013. Accordingly, as of December 31, 2013, the remaining balance available to drawdown is $868.7 million in respect of the remaining six newbuilds yet to be delivered. A commitment fee is chargeable on any undrawn portion of this facility.

ICBC Finance Leasing Arrangement

We executed a four ship sale and leaseback transaction with ICBL Finance Leasing Co. Ltd ("ICBCL"). The financing structure will fund 90% of the shipyard purchase price of each vessel. This agreement was executed in February 2014.

Debt restrictions

Certain of our debt are collateralized by ship mortgages and, in the case of some debt, pledges of shares by each guarantor subsidiary.  The existing financing agreements impose operating and financing restrictions which may significantly limit or prohibit, among other things, our ability to incur additional indebtedness, create liens, sell capital shares of subsidiaries, make certain investments, engage in mergers and acquisitions, purchase and sell vessels, enter into time or consecutive voyage charters or pay dividends without the consent of the Lenders.  In addition, Lenders may accelerate the maturity of indebtedness under financing agreements and foreclose upon the collateral securing the indebtedness upon the occurrence of certain events of default, including a failure to comply with any of the covenants contained in the financing agreements.  Various debt agreements of the Company contain certain covenants, which require compliance with certain financial ratios. Such ratios include equity ratio covenants and minimum free cash restrictions.  With regards to cash restrictions, Golar has covenanted to retain at least $25 million of cash and cash equivalents on a consolidated group basis. In addition, there are cross default provisions in most of our and Golar Partners loan and lease agreements. 

In April 2013, Golar Partners received waivers relating to the requirement under the Golar LNG Partners credit facility and the Golar Freeze facility relating to change of control over the Partnership. Following the grant of such waivers, in order to permanently resolve this issue, the loan facilities affected by the loss of control which contained the change of control provisions were amended in June 2013. Golar Partners is now in compliance with all covenants and expect to remain so for the foreseeable future.

In addition to mortgage security, some of our debt is also collaterized through pledges of equity shares by our guarantor subsidiaries.

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Derivatives

We use financial instruments to reduce the risk associated with fluctuations in interest rates and foreign currency exchange rates.  We have a portfolio of interest rate swaps that exchange or swap floating rate interest to fixed rates, which from a financial perspective, hedges our obligations to make payments based on floating interest rates.  We have also entered into derivative instruments for trading purposes, in order to manage our exposure to the risk of movements in the price of natural gas and LNG and for speculative purposes within our LNG trading subsidiary.

As of December 31, 2013, we have interest rate swaps with a notional amount of $1.6 billion representing approximately 228% of our total debt. While we are currently over-hedged, this will normalize as we further drawdown on our $1.125 billion facility. This hedging level also takes into account $60.0 million swaps maturing between June and December 2014. Our swap agreements have expiration dates between 2014 and 2015 and have fixed rates of between 3.57% and 4.52%.

The majority of our gross earnings are receivable in U.S. dollars. The majority of our transactions, assets and liabilities are denominated in U.S. dollars, our functional currency. However, we also incur a small portion of expenditure in other currencies. We are affected by foreign currency fluctuations primarily through expenditure in respect of our ships drydocking, some operating expenses including the effect of paying the majority of our seafaring officers in Euros and the administrative costs of our U.K. office.  The currencies which impact us the most include, but are not limited to, Euros, Norwegian Kroner, Singaporean Dollars and, to a lesser extent, Sterling.

In October 2012, Golar Partners issued NOK 1,300 million senior unsecured bonds of which NOK 200 million was purchased by Golar. In order to hedge our exposure, we entered into a currency swap that converts our NOK bonds to USD at a fixed rate. The swap hedges the full amount of the NOK bonds. In November 2013, we sold our participation in Golar Partners high yield bond, accordingly, the currency swap was terminated in January 2014.

Capital Commitments

Newbuilding contracts

As of April 25, 2014, we have newbuilding commitments for the construction of eight LNG carriers and two FSRUs for a total cost of $2.1 billion with expected deliveries between 2014 and 2015.  The following table sets out as at December 31, 2013 and April 25, 2014, the estimated timing of the remaining commitments under our present newbuilding contracts.  Actual dates for the payment of installments may vary due to progress of the construction.

(in millions of $)	April 25, 2014	December 31, 2013
2014	1,265.7	1,495.4
2015	152.2	152.2
	1,417.9	1,647.6

Critical Accounting Estimates

The preparation of our Company'sfinancial statements in accordance with U.S. GAAP requires that management make estimates and assumptions affecting the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The following is a discussion of the accounting policies applied by us that are considered to involve a higher degree of judgment in their application. See Note 2 "Summary of Significant Accounting Policies" to our consolidated financial statements.

Revenue Recognition

Our revenues include minimum lease payments under time charters, fees for repositioning vessels as well as the reimbursement of certain vessel operating and drydocking costs. We record revenues generated from time charters, which we classify as operating leases, over the term of the charter as service is provided. However, the Company does not recognize revenue if a charter has not been contractually committed to by a customer and the Company, even if the vessel has discharged its cargo and is sailing to the anticipated load port on its next voyage.

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

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

Vessels and Impairment

Our vessels are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. In assessing the recoverability of our vessels' carrying amounts, we must make assumptions regarding estimated future cash flows and estimates in respect of residual or scrap value. Factors we consider important which could affect recoverability and trigger impairment include significant underperformance relative to expected operating results and significant negative industry or economic trends.

During 2013, we considered the softening in the LNG shipping market and the current operating losses of our vessels while in lay-up as potential indicators of impairment of those three vessels. However, as previously noted, although the Gimi, Hilli and the Gandria are currently in lay-up as these vessels have been earmarked for conversion into Floating Liquefied Natural Gas vessels ("FLNGVs"). In performing the fair value exercise, we determined that the highest and best use of the vessels is that they are used, in conjunction with the intellectual property from the FLNGV FEED (Front End Engineering Design) study, within FLNGV projects. As such, we determined the asset grouping to be the vessel plus access to the Company’s feasibility study. Accordingly, the fair values of these vessels were determined using cash flow projections based on assumptions that these vessels would be converted and operated as FLNGVs by a market participant.

The key assumptions are that a market participant would consider FLNGV conversion to be the highest and best use of the vessels and FEED study and that there is a high likelihood that these conversions will occur with associated financing being obtained for the significant capital investment required. Other assumptions within the cash flow projections relate to pricing and volume, operating costs, levels future of capital investment with the associated financing and the discount rate applied. We based our assumptions on external market data wherever possible. Other assumptions are based upon recent feasibility studies and project forecasts based upon our understanding of the future FLNGV economics. Our assessment concluded that no impairment of these vessels existed as at December 31, 2013 as the fair values of these vessels were substantially higher than their carrying values. No costs have been capitalised in relation to the FEED study.

A change to the assumption around the use of the vessels in FLNGV projects could result in a potential impairment. However, the substantial headroom would not be eroded by any reasonable change in underlying assumptions in the FLNGV cash flow projections.

In 2013, 2012 and 2011 impairment charges of $0.5 million, $0.5 million and $0.5 million, respectively, were recognized in respect of parts ordered for the FSRU conversion project that were not required for the retrofitting of the Golar Spirit.  As of December 31, 2013, the carrying value of these was $2.5 million.

Vessel Market Values

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

With respect to ascertaining the fair market value of our owned vessels, we believe that the LNG carrier, FSRU markets and FLNGVs are illiquid, difficult to observe and therefore judgmental. Our valuation approach is to make an estimate of future net cash flows, with particular respect to cash flows derived from pre-existing contracts with counterparties from our vessels on long term charters. The principal assumptions we have used in this regard are:

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• Cash flows are assumed to be in line with pre-existing contracts and are utilized based on historical performance levels;

• For our LNG carriers, once the initial contract period expires, we have estimated cash flows at the  lower of our estimated current long-term charter rate or option renewal rate with the existing counterparty; where offhire, we have considered estimated future utilization levels based on historical knowledge;

• We have used a discount rate applied to future cash flows equivalent to our estimated incremental borrowing rate, assuming 10 year interest rate swap rates plus a market risk premium;

• We have made certain assumptions in relation to the scrap values of our vessels at the end of their useful lives; and

• For our LNG carriers that are currently in lay-up but earmarked for conversion to FLNGVs, we have based our estimates upon the results of our feasibility study and projects, according to our understanding of the future FLNGV economics, which include assumptions such as pricing and volume, operating cost levels of future capital investment.

While we intend to hold and operate our vessels, were we to hold them for sale, we do not believe that the fair market value of any of our owned vessels would be lower than their respective historical book values presented as of December 31, 2013.  Our estimates of fair market values assume that we would sell each of our owned vessels in the current environment, on industry standard terms, in cash transactions, and to a willing buyer where we are not under any compulsion to sell, and where the buyer is not under any compulsion to buy.  For purposes of this calculation, we have assumed that each owned vessel would be sold at a price that reflects our estimate of its current fair market value.  Our estimates of fair market values assume that our vessels are all in good and seaworthy condition without need for repair and if inspected would be certified in class without notations of any kind.  As we obtain information from various sources of objective data and internal assumptions, our estimates of fair market value are inherently uncertain.  In addition, vessel values are highly volatile; as such, our estimates may not be indicative of the current or future fair market value of our vessels or prices that we could achieve if we were to sell them.

Depreciation and Amortization

The cost of the vessels less estimated residual value is depreciated on a straight-line basis over the vessels' estimated remaining economic useful lives. The economic life of LNG carriers worldwide has generally been estimated to be 40 years, which is consistent with the estimated economic useful life of our vessels of 40 years. The estimated life of our vessels takes into account design life, commercial considerations and regulatory restrictions based on our fleet's historical performance.  We amortize our deferred drydocking costs over two to five years on a straight-line basis based on each vessel's next anticipated drydocking.  

If the estimated economic life or estimated residual value of a particular vessel is incorrect, or circumstances change and the estimated economic life or/ residual value have to be revised, an impairment loss could result in future periods. We monitor the carrying values of our vessels and revise the estimated useful lives and residual values of any vessels where appropriate.

Reactivation costs

Vessel reactivation costs incurred on vessels leaving lay-up include both costs of a capital and expense nature.  The capital costs include the addition of new equipment or modifications to the vessel which enhance or increase the operational efficiency and functionality of the vessel.  These expenditures are capitalized and depreciated over the remaining useful life of the vessel.  Expenditures of a routine repairs and maintenance nature, that do not improve the operating efficiency or extend the useful lives of the vessels  are expensed as incurred as mobilization costs.

Investment in Golar Partners and gain on loss of control

Pursuant to the deconsolidation of Golar Partners from December 13, 2012, we recognized a gain on loss of control of $854 million in our statement of operations and recorded $900.9 million as the aggregate of the fair value of our investments in Golar Partners as of this date, which represented our general partner interest including the IDRs ($191.2 million), our interests in the common units ($347.0 million) and subordinated units ($362.8 million). See Note 5 to our consolidated financial statements for further detail. The fair value of our equity interests held in Golar Partners, were determined as follows:

• The common units were determined by reference to the quoted market price;

• The subordinated units were based on the quoted market price of the listed common units but discounted principally for their non-tradability and reflect the subordinated dividend and liquidation rights during the subordination period;

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• The general partner units were based on the quoted market price of the listed common units but discounted for the non-tradability through to March 2021; and

• The fair value of the IDRs was determined using a Monte Carlo simulation method. This simulation was performed within the Black Scholes option pricing model then solved via an iterative process by applying the Newton-Raphson method for the fair value of the IDRs, such that the price of a unit output by the Monte Carlo simulation equalled the price observed by the market. The method took into the account the historical volatility, share price of the common units as well as the dividend yield as at the deconsolidation date.

In connection with the deconsolidation of Golar Partners we allocated the excess between the fair value and the underlying book value of Golar Partner's net assets ("basis difference") across the Partnership's identifiable tangible and intangible assets and liabilities, with the residual assigned to goodwill. It was identified that the basis difference related primarily to the vessel, the charters and goodwill. The share of the basis difference relating to those units which are accounted for under the equity method (the subordinated units in the subordination period) is required to be amortized through the statement of operations as part of the equity accounting. This portion of the basis difference as it relates to each of Golar Partner's vessels and charters is amortized on a straight-line basis over the remaining useful economic life of the related vessel or the term of the charter, respectively, and recorded as an expense within the line "Equity in net earnings of affiliates". The allocation of the basis difference requires management to make significant estimates and assumptions, including estimates of future cash flows expected to be generated from Golar Partner's vessels and charters.

Accordingly, if our estimates of the fair value of our investments held in Golar Partners as of the deconsolidation date are incorrect, this could result in a material adjustment to the amount of the gain on loss of control recognized as of the deconsolidation date. Furthermore, this could also have a material impact on our share of the basis difference and thus the amortization expense to be applied against “equity in net earnings of affiliates” in our share of earnings with respect to Golar Partners on a prospective basis.

Time Charters

We account for time charters of vessels to our customers as operating leases and record the customers' lease payments as time charter revenues. We evaluate each contract to determine whether or not the time charter should be treated as an operating or capital lease, which involves estimates about our vessels' remaining economic useful lives, the fair value of our vessels, the likelihood of a lessee renewal or extension, incremental borrowing rates and other factors.

Our estimate of the remaining economic useful lives of our vessels is based on the common life expectancy applied to similar vessels in the FSRU and LNG shipping industries. The fair value of our vessels is derived from our estimate of expected present value, and is also benchmarked against open market values considering the point of view of a potential buyer. The likelihood of a lessee renewal or extension is based on current and projected demand and prices for similar vessels, which is based on our knowledge of trends in the industry, historic experience with customers in addition to knowledge of our customers' requirements. The incremental borrowing rate we use to discount expected lease payments and time charter revenues are based on the rates at the time of entering into the agreement.

A change in our estimates might impact the evaluation of our time charters, and require that we classify our time charters as capital leases, which would include recording an asset similar to a loan receivable and removing the vessel from our balance sheet. The lease payments to us would reflect a declining revenue stream to take into account our interest carrying costs, which would impact the timing of our revenue stream.

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Pension Benefits

The determination of our defined benefit pension obligations and expense for pension benefits is dependent on our selection of certain assumptions used by actuaries in calculating such amounts.  Those assumptions are described in Note 28 to our consolidated financial statements included in this annual report and include, among others, the discount rate, expected long-term rate of return on plan assets and rates of increase in compensation.  In accordance with U.S. GAAP, actual results that differ from our assumptions are accumulated and amortized over future periods and therefore, generally affect our recognized expense and recorded obligation in such future periods.  We are guided in selecting our assumptions by our independent actuaries and, while we believe that our assumptions are appropriate, significant differences in our actual experience or significant changes in our assumptions may materially affect our pension obligations and our future pension expense.

Valuation of Derivative Financial Instruments

Our risk management policies permit the use of derivative financial instruments to manage foreign currency fluctuation and interest rate. Changes in fair value of derivative financial instruments that are not designated as cash flow hedges for accounting purposes are recognized in earnings in the consolidated statement of income (loss). Changes in fair value of derivative financial instruments that are designated as cash flow hedges for accounting purposes are recorded in other comprehensive income (loss) and are reclassified to earnings in the consolidated statement of income (loss) when the hedged transaction is reflected in earnings. Ineffective portions of the hedges are recognized in earnings as they occur. During the life of the hedge, we formally assess whether each derivative designated as a hedging instrument continues to be highly effective in offsetting changes in the fair value or cash flows of hedged items. If it is determined that a hedge has ceased to be highly effective, we will discontinue hedge accounting prospectively.

The fair value of our derivative financial instruments is the estimated amount that we would receive or pay to terminate the agreements in an arm's length transaction under normal business conditions at the reporting date, taking into account current interest rates and foreign exchange rates, and estimates of the current credit worthiness of both us and the swap counterparty. Inputs used to determine the fair value of our derivative instruments are observable either directly or indirectly in active markets. The process of determining credit worthiness is highly subjective and requires significant judgment at many points during the analysis.

If our estimates of fair value are inaccurate, this could result in a material adjustment to the carrying amount of the derivative asset or liability and consequently the change in fair value for the applicable period that would have been recognized in earnings or comprehensive income.

Recently Issued Accounting Standards

In December 2011, the Financial Accounting Standards Board ("FASB") amended guidance on disclosures about offsetting assets and liabilities. The amendments require an entity to disclose information about offsetting and related arrangements to enable users of its financial statements to understand the effect of those arrangements on its financial position. The amendments will enhance disclosures required by U.S. GAAP by requiring improved information about financial instruments and derivative instruments that are either offset or subject to an enforceable master netting arrangement or similar agreement, irrespective of whether they are offset in accordance with U.S. GAAP. This information will enable users of an entity's financial statements to evaluate the effect or potential effect of netting arrangements on an entity's financial position, including the effect or potential effect of netting arrangements on an entity's financial position, including the effect or potential effect of rights of set-off associated with certain financial instruments and derivative instruments in the scope of this update. The amendments were required for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods. An entity should provide the disclosures required by those amendments retrospectively for all comparative periods presented. The amendment resulted in additional disclosures in the Company's consolidated financial statements included herein.

In July 2012, the FASB amended disclosure requirements relating to testing indefinite-lived intangible assets for impairment. The amendments no longer require entities to disclose the quantitative information about significant unobservable inputs used in fair value measurements categorized within Level 3 of the fair value hierarchy that relate to the financial accounting and reporting for an indefinite-lived intangible asset after its initial recognition. The amendment is effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012. Early adoption is permitted. The amendment did not have a material impact on the Company’s consolidated financial statements.

In October 2012, the FASB amended several disclosure requirements of the FASB Accounting Standards Codification relating to investments, consolidation, accounting changes and error corrections, inventory, retirement benefits for defined benefit

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plans, financial instruments and balance sheet. The amendments are effective for fiscal periods beginning after December 15, 2012. The amendment did not have a material impact on the Company’s consolidated financial statements.

In February 2013, further guidance was provided relating to the reporting of the effects on net income of significant amounts reclassified out of each component of accumulated other comprehensive income. Under the updated guidance, the effects on net income of significant amounts reclassified out of each component of accumulated other comprehensive income shall be shown, in one location, either on the face of the statement where net income is presented or as a separate disclosure in the notes to the financial statements. The amendment resulted in additional disclosures in the Company's consolidated financial statements included herein.

In July 2013, the FASB amended Accounting Standards Codification (ASC) Topic 815 permitting the Fed Funds Effective Swap Rate to be used as a U.S. benchmark interest rate for hedge accounting purposes, in addition to U.S. Treasury interest rates and the London Interbank Offered Rate. The amendments also remove the restriction on using different benchmark rates for similar hedges. The amendments shall be applied prospectively for qualifying new or redesignated hedging relationships entered into on or after July 17, 2013. The Company did not enter into any qualifying new or redesignated hedging relationships after July 17, 2013 up to the date of these consolidated financial statements and the adoption of this guidance did not have a material effect in the Company's consolidated financial statements.

New accounting standards not yet adopted

In February 2013, the FASB issued guidance for the recognition, measurement and disclosure of obligations resulting from joint and several liability arrangements for which the total amount of the obligation is fixed at the reporting date, including debt arrangements, other contractual obligations and settled litigation and judicial rulings. The guidance requires an entity to measure obligations resulting from joint and several liability arrangements for which the total amount of the obligation within the scope of this guidance is fixed at the reporting date, as the sum of (a) the amount the reporting entity agreed to pay on the basis of its arrangement among its co-obligors and (b) any additional amount the reporting entity expects to pay on behalf of its co-obligors. The guidance also requires an entity to disclose the nature and amount of the obligation as well as other information about those obligations. The amendments are effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. The Company is evaluating the impact of the adoption of this amended guidance in the financial statements.

In July 2013, the FASB issued guidance for the presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists to provide guidance on the presentation of unrecognized tax benefits. The guidance requires an entity to present an unrecognized tax benefit, or a portion of an unrecognized tax benefit, in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward, to the extent a net operating loss carryforward, a similar tax loss, or a tax credit carryforward is not available at the reporting date under the tax law of the applicable jurisdiction to settle any additional income taxes that would result from the disallowance of a tax position or the tax law of the applicable jurisdiction does not require the entity to use, and the entity does not intend to use, the deferred tax asset for such purpose, the unrecognized tax benefit should be presented in the financial statements as a liability and should not be combined with deferred tax assets. The amendments are effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. The Company is evaluating the impact of the adoption of this amended guidance in the financial statements.

C.           Research and Development, Patents and Licenses

Not Applicable.

D.          Trend Information

Please see the section of this item entitled "Market Overview and Trends."

E.Off-Balance Sheet Arrangements

We are also committed to make rental payments under operating leases for office premises under operating leases.  The future minimum rental payments under our non-cancellable operating leases for office premises are disclosed below in the tabular disclosure of contractual obligations.

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F.           Contractual Obligations

The following table sets forth our contractual obligations for the periods indicated as at December 31, 2013:

(in millions of $)	Total Obligation	Due in 2014	Due in 2015 – 2016	Due in 2017 – 2018	Due Thereafter
Long-Term Debt	717.0	30.8	187.8	379.0	119.4
Interest commitments on long-term debt - floating and other interest rate swaps (1) (2)	249.6	59.9	98.5	52.7	38.5
Operating Lease Obligations	1.8	0.4	0.8	0.6	—
Purchase Obligations:
Newbuildings (3)	1,647.6	1,495.4	152.2	—	—
Egyptian Venture (4)	—	—	—	—	—
Other Long-Term Liabilities (5)	—	—	—	—	—
Total	2,616.0	1,586.5	439.3	432.3	157.9

(1) As of December 31, 2013, we are over-hedged as the notional value of our interest rate swap arrangements is greater than the principal of our debt obligation.  However, we expect this level to normalize as we further drawdown on our $1.125 billion facility in connection with our newbuildings.

(2) Our interest commitment on our long-term debt is calculated based on an assumed average USD LIBOR of 1.78% and taking into account our various margin rates and interest rate swaps associated with each debt.  

(3) The construction of our remaining ten newbuildings. The total contract cost for these vessels was approximately $2.1 billion of which, as of December 31, 2013, $1.6 billion remains with $1.5 billion payable in 2014 and $0.1 billion in 2015.

(4) As at December 31, 2013, 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.

(5) Our Consolidated Balance Sheet as of December 31, 2013, includes $84.3 million classified as "Other long-term liabilities" of which $35.6 million represents liabilities under our pension plans and $18.7 million represents other guarantees provided to Golar Partners.  These liabilities have been excluded from the above table as the timing and/or the amount of any cash payment is uncertain. See Note 27 to our consolidated financial statements for additional information regarding our other long-term liabilities.

For details of the Company's outstanding legal proceedings and claims, please see:  Note 35 – "Other Commitments and Contingencies" to our consolidated financial statements.

G.      Safe harbor

Forward-looking information discussed in this Item 5 includes assumptions, expectations, projections, intentions and beliefs about future events.  These statements are intended as "forward-looking statements."  We caution that assumptions, expectations, projections, intentions and beliefs about future events may and often do vary from actual results and the differences can be material.  Please see "Cautionary Statement Regarding Forward-Looking Statements" in this report.

ITEM 6.  DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

A.        Directors and Senior Management

Directors

The following provides information about each of our directors and secretary as of April 25, 2014.

Name	Age	Position
John Fredriksen	69	Chairman of our board of directors, President and Director
Kate Blankenship	49	Director and Audit Committee member
Tor Olav Trøim	51	Director
Hans Petter Aas	68	Director and Audit Committee member
Georgina Sousa	64	Director and Company Secretary

John Fredriksen has served as the Chairman of our board of directors, President and a director of the Company since our inception in May 2001.  He has been the Chief Executive Officer, Chairman of our board of directors, President and a director of Frontline Ltd since 1997.  Frontline is a Bermuda based tanker owner and operator listed on the New York Stock Exchange (NYSE), the London Stock Exchange (LSE) and the Oslo Stock Exchange (OSE). He has been a director of Golden Ocean Group Limited, a Bermuda company listed on the Oslo Stock Exchange, since November 2004 and has also served as a director and the Chairman of Seadrill Limited, a Bermuda company listed on the Oslo Stock Exchange and recently NYSE, since May 2005.

Kate Blankenship has served as a director since July 2003 and was Company Secretary from our inception in 2001 until November 2005.  She served as our Chief Accounting Officer from May 2001 until May 31, 2003.  Ms. Blankenship has also been a director of Frontline Limited (or Frontline) since August 2003 and served as Chief Accounting Officer and Secretary of Frontline from 1994 until October 2005.    Ms. Blankenship has served as a director of Ship Finance International Limited since July 2003, Seadrill Limited since May 2005, Golden Ocean Group Limited since November 2004, Archer Limited since August 2007, Golar LNG Partners LP since September 2007, Seadrill Partners LLC since June 2012 and Avance Gas Holding Ltd since October 2013.  She is a member of the Institute of Chartered Accountants in England and Wales.

Tor Olav Trøim has served as a director of the Company since September, 2011, having previously served as a director and vice-president of the Company from its incorporation in May 2001 until October 2009, after which time he served as a director and Chairman of the Company's listed subsidiary, Golar LNG Energy Limited. Mr. Trøim graduated as M.Sc Naval Architect from the University of Trondheim, Norway in 1985.  He was formerly an Equity Portfolio Manager with Storebrand ASA (1987-1990), and Chief Executive Officer for the Norwegian Oil Company DNO AS (1992-1995).  Since 1995 Mr. Troim has been a director of Seatankers Management in Cyprus.  Mr. Troim serves as a director of and Chairman of ITCL, a director of Seadrill Limited, Golden Ocean Group Limited, Golden State Petro (IOM I-A) Plc, Archer Limited, Golar LNG Partners LP, Seadrill Partners LLC and as an alternate director of Frontline Ltd.

Hans Petter Aas has served as a director since September 2008.  Mr. Aas has had a long career as a banker in the international shipping and offshore market, and retired from his position as Global Head of the Shipping, Offshore and Logistics Division of DnB NOR in August 2008.  He joined DnB NOR (then Bergen Bank) in 1989, and has previously worked for the Petroleum Division of the Norwegian Ministry of Industry and the Ministry of Energy, as well as for Vesta Insurance and Nevi Finance.  Mr. Aas is also a director and Chairman of Ship Finance and Knutsen Offshore Tanker Co ASA and has recently become a director of the Norwegian Export Credit Guarantee Institute.

Georgina E. Sousa was appointed as director of the Company in April 2013 and has served as Secretary of the Company and its subsidiaries since November 30, 2005.  She is also Head of Corporate Administration for Frontline.  Up until January 2007, she was Vice-President-Corporate Services of Consolidated Services Limited, a Bermuda Management Company having joined the firm in 1993 as Manager of Corporate Administration.  From 1976 to 1982 she was employed by the Bermuda law firm of Appleby, Spurling & Kempe as a Company Secretary and from 1982 to 1993 she was employed by the Bermuda law firm of Cox & Wilkinson as Senior Company Secretary.

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Executive Officers

The following provides information about each of our executive officers as of April 26, 2013.

Name	Age	Position
Doug Arnell	48	Chief Executive Officer – Golar Management
Oistein Dahl	53	Chief Operating Officer and Managing Director of Golar Wilhelmsen Management (GWM)
Brian Tienzo	40	Chief Financial Officer – Golar Management
Hugo Skar	46	Chief Technical Officer -  Golar Management

Doug Arnell joined Golar Management as Chief Commercial Officer & Deputy Chief Executive Officer in September 2010 and became Chief Executive Officer of Golar Management in February 2011. He previously worked for BG Group since 2003 in leadership roles in the areas of LNG, downstream natural gas marketing and upstream exploration and development. Prior to that, he held positions of Managing Director for El Paso's European natural gas division and Senior Business Development Director for Enron International's LNG business. In total, Doug has worked in the global natural gas industry for over 22 years.

Oistein Dahl is our Chief Operating Officer and Managing Director of Golar Wilhelmsen Management (GWM). GWM is Golar's own technical management company and is a joint venture (owned 60% by Golar) with Wilhelmsen Ship Management. Mr. Dahl started in Golar in September 2011. He previously worked for Höegh Fleet, where he was President for four years. He has served in Höegh for several years and has had several positions within vessel management, newbuilding and projects, as well as business development. Mr. Dahl has also worked within offshore engineering and with the Norwegian Class Society DNV. Mr. Dahl has a MSc degree from the NTNU technical university in Trondheim.

Brian Tienzo has served as the Chief Financial Officer of Golar Management since June 2011. He previously served as the Group Financial Controller of Golar Management since 2008 having joined Golar Management in February 2001 as the Group Management Accountant. From 1995 to 2001 he worked for Z-Cards Europe Limited, Parliamentary Communications Limited and Interoute Communications Limited in various financial management positions. He is a member of the Association of Certified Chartered Accountants. Mr. Tienzo also serves as the Principal Accounting Officer for Golar LNG Partners LP since April 2011.

Hugo Skår has served as Vice President, Project Management for Golar Management since 2004 and became CTO in 2009. Mr. Skår has been responsible for the successful FSRU conversion projects. Mr. Skår has an MSc degree in Naval Architecture. He worked 9 years in Bergesen (Newbuilding & Project Division) and has an extensive experience from newbuilding supervision and VLCC conversions to FPSO (Floating Production Storage Offshore). From 2001 to 2004, he served as Site Manager and Project Manager for the construction of Bergesen's new LNG carriers.

B.      Compensation

For the year ended December 31, 2013, we paid to our directors and executive officers aggregate cash compensation of $1.7 million and an aggregate amount of $0.1 million for pension and retirement benefits.  For a description of our stock option plan please refer to the section of this item entitled "Option Plan" below.

In addition to cash compensation, during 2013 we also recognized an expense of $0.5 million relating to stock options issued to certain of our directors and employees.

C.      Board Practices

Our directors do not have service contracts and do not receive any benefits upon termination of their directorships.  Our Board of directors established an audit committee in July 2005, which is responsible for overseeing the quality and integrity of our financial statements and its accounting, auditing and financial reporting practices, our compliance with legal and regulatory requirements, the independent auditor's qualifications, independence and performance and our internal audit function.  Our audit committee consists of two members, Kate Blankenship and Hans Petter Aas who are both Company Directors.  Except for an audit committee the Board does not have any other committees.

As a foreign private issuer we are exempt from certain requirements of the Nasdaq Global Select Market that are applicable to U.S. listed companies.  Please see the section of this annual report entitled Item 16G. "Corporate Governance" for a discussion of how our corporate governance practices differ from those required of U.S. companies listed on the Nasdaq Global Select Market.

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D.      Employees

As of December 31, 2013, we employed approximately 26 people in our offices in London and Oslo.  We contract with independent ship managers to manage, operate and to provide crew for our vessels.  We also employ approximately 323 seagoing employees, all of whom are employed through our independent ship managers.

E.      Share ownership

The table below shows the number and percentage of common shares beneficially owned and of our issued and outstanding common shares for our directors and officers as of April 25, 2014. Also shown are their interests in share options awarded to them under our various share option schemes. The subscription price for options granted under the schemes will normally be reduced by the amount of all dividends declared by us in the period from the date of grant until the date the option is exercised.

Director or Officer	Beneficial Interest in Common Shares of $1.00 each				Interest in Options
	Number of shares		%		Total number of options	Exercise price		Expiry date
John Fredriksen (2)	(2	)	(2	)	8,251	$	8.78	2014
					2,750	$	4.78	2015
Kate Blankenship	(1	)	(1	)	17,500	$	5.52	2016
					8,251	$	8.78	2014
					2,750	$	4.78	2015
Tor Olav Trøim (3)	(1	)	(1	)	8,251	$	8.78	2014
					2,750	$	4.78	2015
Hans Petter Aas	(1	)	(1	)	25,000	$	5.77	2014
Doug Arnell	—		—		123,762	$	4.78	2015
Brian Tienzo	—		—		20,297	$	8.78	2014
	—		—		6,766	$	4.78	2015
Oistein Dahl	—		—		25,000	$	27.75	2016
Hugo Skar	—		—		5,458	$	4.78	2015

(1) Less than 1 %

(2)  World Shipholding Ltd., a Liberian holding company, and other related companies which are collectively referred to herein as World Shipholding, the shares of which are held in trusts established by Mr. John Fredriksen for the benefit of certain members of his family. Mr. Fredriksen disclaims beneficial ownership of the 36,755,080 shares of our common stock held by World Shipholding, except to the extent of his voting and dispositive interest in such shares of common stock. Mr. Fredriksen has no pecuniary interest in the shares held by World Shipholding.

(3) In addition to the holdings of shares and options contained in the table above, as of April 25, 2014, Tor Olav Troim, is party to separate Total Return Swaps ("TRS") agreements relating to 375,000 of our common shares.

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

Option Plans

Our board of directors adopted the Golar LNG Ltd's Employee Share Option Plan ("Golar LNG Plan") in February 2002.  The Plan authorizes our Board to award, at its discretion, options to purchase our common shares to employees of the Company, who are contracted to work more than 20 hours per week and to any director of the Company.

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In August 2009 the board of directors of Golar Energy adopted the Golar Energy share option plan ("Energy Plan") with similar terms to the Company's share option plan.  In June 2011, in connection with the delisting of Golar Energy, previously granted options in Golar Energy were cancelled and concurrently replaced with new options in Golar.

Under the terms of these plans, the Boards may determine the exercise price of the options, provided that the exercise price per share is not lower than the then current market value.  Options that have not lapsed will become immediately exercisable at the earlier of the vesting date, the option holder's death or change of control of the Company.  All options will expire on the tenth anniversary of the option's grant or at such earlier date as the board may from time to time prescribe.  The Plan will expire 10 years from their date of adoption.

As of December 31, 2013, 7.1 million of the authorized and unissued common shares were reserved for issue pursuant to subscription under options granted under the Company's share option plans.  For further detail on share options please see : Note 31 – "Share Capital and Share Options" to our consolidated financial statements.

The exercise price of options, granted in 2006 and later, are reduced by the value of dividends paid, on a per share basis.  Accordingly, the above figures show the reduced exercise price as of April 25, 2014.

ITEM 7.  MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

A.    Major shareholders    

The following table presents certain information as of March 31, 2014 regarding the beneficial ownership of our common shares with respect to each shareholder that we know to beneficially own more than 5% of our issued and outstanding common shares.

	Common Shares
Owner	Number	Percent
World Shipholding (1)	36,755,080	45.6	%
Steinberg Asset Management, LLC (2)	5,043,412	6.3	%

(1) For further information regarding World Shipholding, see "Item 6. Directors, Senior Management and Employees-E. Share Ownership."

(2) Information derived from the Schedule 13G/A of Steinberg Asset Management, LLC filed with the Commission on February 14, 2014.

Our major shareholders have the same voting rights as all of our other common shareholders. No corporation or foreign government owns more than 50% of issued and outstanding common shares. We are not aware of any arrangements, the operation of which may at a subsequent date result in a change in control of the Company.

B.      Related party transactions

There are no provisions in our Memorandum of Association or Bye-Laws regarding related party transactions.  However, our management's policy is to enter into related party transactions solely on terms that are at least equivalent to terms we would be able to obtain from unrelated third parties.  The Bermuda Companies Act of 1981 provides that a company, or one of its subsidiaries, may enter into a contract with an officer of the company, or an entity in which an officer has a material interest, if the officer notifies the directors of their interest in the contract or proposed contract.  The related party transactions that we have entered into during the year ended December 31, 2013 are discussed below.

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Transactions with Golar Partners and subsidiaries:

Net revenues from related parties:

(in thousands of $)	2013
Transactions with Golar Partners and subsidiaries:
Management and administrative services fees income (i)	2,569
Ship management fees income (ii)	6,701
Interest income on high-yield bonds (iii)	1,972
Total	11,242

Receivables (payables):

(in thousands of $)	2013
Trading balances due from Golar Partners and affiliates (iv)	5,989
Methane Princess Lease security deposits movements (v)	(4,257	)

(i) Management and administrative services agreement - On March 30, 2011, Golar Partners entered into a management and administrative services agreement with Golar Management, a wholly-owned subsidiary of Golar, pursuant to which Golar Management will provide to Golar Partners certain management and administrative services. The services provided by Golar Management are charged at cost plus a management fee equal to 5% of Golar Management’s costs and expenses incurred in connection with providing these services. Golar Partners may terminate the agreement by providing 120 days written notice.

(ii) Ship management fees - Golar and certain of its affiliates charged ship management fees to Golar Partners for the provision of technical and commercial management of the vessels. Each of Golar Partners’ vessels is subject to management agreements pursuant to which certain commercial and technical management services are provided by certain affiliates of Golar, including Golar Management and Golar Wilhelmsen, a partnership that is jointly controlled by Golar and by Wilhelmsen Ship Management (Norway) AS.

(iii) High-yield bonds - In October 2012, Golar Partners completed the issuance of NOK1,300 million in senior unsecured bonds that mature in October 2017. Of this amount, NOK 200 million, approximately $35 million, was issued to us. We sold our participation on the high-yield bond in November 2013.

(iv) Trading balances -Receivables and payables with Golar Partners and its subsidiaries are comprised primarily of unpaid management fees, advisory and administrative services.  In addition, certain receivables and payables arise when the Company pays an invoice on behalf of a related party and vice versa.  Receivables and payables are generally settled quarterly in arrears. Trading balances due from Golar Partners and its subsidiaries are unsecured, interest-free and intended to be settled in the ordinary course of business. They primarily relate to recharges for trading expenses paid on behalf of Golar Partners, including ship management and administrative service fees due to Golar.

(v) Methane Princess Lease security deposit movements - This represents net advances from Golar Partners since its IPO, which correspond with the net release of funds from the security deposits held relating to the Methane Princess Lease. This is in connection with the Methane Princess tax lease indemnity provided to Golar Partners under the Omnibus Agreement (see below). Accordingly, these amounts will be settled as part of the eventual termination of the Methane Princess Lease.

Other transactions:

a) $20 million revolving credit facility: On April 13, 2011, Golar Partners entered into a $20 million revolving credit facility with Golar. The facility matures in April 2015 and is unsecured and interest-free. In May 2013, Golar Partners drew down $20 million from the facility which it subsequently repaid in December 2013. As of April 25, 2014, Golar Partners has $20 million available under this facility.

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b) Quarterly Cash Distributions

We are entitled to distributions on our general and limited partner interests comprising of common and subordinated interests in Golar Partners.  Under the Partnership Agreement, during the subordination period, the holders of the common units will have the right to receive distributions of available cash from operating surplus in an amount equal to the minimum quarterly distribution of $0.3850 per unit per quarter, plus any arrearages in the payment of minimum quarterly distribution on the common units from prior quarters, before any distributions of available cash from operating surplus may be made on the subordinated units.

In addition, we currently hold all of the incentive distribution rights, or IDRs in Golar Partners.  IDRs represent the right to receive an increasing percentage of quarterly distributions of available cash from operating surplus after the minimum quarterly distribution and the target distribution levels have been achieved. In general, Golar Partners will distribute any additional available cash from operating surplus for that quarter among the unit holders and the General Partner in the following manner:

• first, 98.0% to all unit holders, pro rata, and 2.0% to the General Partner, until each unit holder receives a total of $0.4428 per unit for that quarter (the "first target distribution");

• second, 85.0% to all unit holders, pro rata, 2.0% to the General Partner and 13.0% to the holders of the incentive distribution rights, pro rata, until each unit holder receives a total of $0.4813 per unit for that quarter (the "second target distribution");

• third, 75.0% to all unit holders, pro rata, 2.0% to the General Partner and 23.0% to the holders of the incentive distribution rights, pro rata, until each unit holder receives a total of $0.5775 per unit for that quarter (the "third target distribution"); and

• thereafter, 50.0% to all unit holders, pro rata, 2.0% to the General Partner and 48.0% to the holders of the incentive distribution rights, pro rata.

In each case, the amount of the target distribution set forth above is exclusive of any distributions to common unit holders to eliminate any cumulative arrearages in payment of the minimum quarterly distribution. The percentage interests set forth above assume that the General Partner maintains its 2.0% general partner interest and that the Partnership does not issue additional classes of equity securities.

We received total distributions from Golar Partners of $63.7 million for the year ended December 31, 2013.

c) Disposals to Golar Partners: In February 2013, we disposed of our interest in the subsidiary which owns and operates the Golar Maria. Since the Partnership is no longer considered to be under the common control of Golar, this transaction was not accounted for as a transfer of equity interests under common control. Accordingly, a gain on disposal of Golar Maria was recognized by the Company.

Indemnifications and guarantees:

d) Tax lease indemnifications: Under the Omnibus Agreement, we have agreed to indemnify Golar Partners in the event of any liabilities in excess of scheduled or final settlement amounts arising from the Methane Princess leasing arrangement and the termination thereof.

In addition, to the extent Golar Partners incurs any liabilities as a consequence of a successful challenge by the U.K. Revenue Authorities with regard to the initial tax basis of the transactions relating to any of the U.K. tax leases or in relation to the lease restructuring terminations in 2010, we have agreed to indemnify Golar Partners.

The maximum possible amount in respect of the tax lease indemnification is unknown as the determination of this amount is dependent on the Company's intention of terminating this lease and the various market factors present at the point of termination.  As of December 31, 2013, we have recognized a liability of $11.5 million in respect of the tax lease indemnification to Golar Partners (see note 5) representing the fair value at deconsolidation.

e) Environmental and other indemnifications: Under the Omnibus Agreement, we agreed to indemnify Golar Partners until April 13, 2016, against certain environmental and toxic tort liabilities with respect to the assets that we contributed or sold to Golar Partners to the extent arising prior to the time they were contributed or sold. However, claims are subject to a deductible of $0.5 million and an aggregate cap of $5.0 million.

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In addition, pursuant to the Omnibus Agreement, we agreed to indemnify Golar Partners for any defects in title to the assets contributed or sold to Golar Partners and any failure to obtain, prior to April 13, 2011, certain consents and permits necessary to conduct Golar Partner's business, which liabilities arise within three years after the closing of its IPO on April 13, 2011.

f) Performance guarantees: We issued performance guarantees to third party charterers in connection with the Time Charter Party agreements entered into with the vessel operating entities who are now subsidiaries of Golar Partners. These performance guarantees relate to the Golar Spirit, the Golar Freeze, the Methane Princess, the Golar Winter and the Golar Mazo.

The maximum potential exposure in respect of the performance guarantees issued by us is unknown as these matters cannot be absolutely determined.  The likelihood of triggering the performance guarantees is remote based on the past performance of our combined fleet.    

g) Debt guarantee: We issued debt guarantees to third party banks in respect of certain secured debt facilities relating to Golar Partners and subsidiaries.  The liability is being amortized over the remaining term of the respective debt facilities with the credit recognized in "Other financial items".

As of December 31, 2013, we guaranteed $533.5 million of Golar Partners' long-term debt and capital lease obligations, net of restricted cash.  All of the facilities and lease obligations we have guaranteed are secured on specific vessels.  As of December 31, 2013, these vessels have higher market values than the carrying amounts of the facilities and capital lease obligation to which the vessels are secured against.

h) Legal claim: In connection with the disposal of the NR Satu in July 2012, we agreed to indemnify Golar Partners against any losses that it may incur in relation to a possible claim of damage to the pipeline allegedly caused by Golar and its subcontractor in connection with the FSRU conversion of the NR Satu. Please read "Item 8. Financial Information - Consolidated Financial Statements and Other Financial Information - Legal Proceedings and Claims - NR Satu related claim" for further detail.

Omnibus Agreement

In connection with the IPO of Golar Partners, we entered into an Omnibus Agreement with Golar Partners governing, among other things, when we and Golar Partners may compete against each other as well as rights of first offer on certain FSRUs and LNG carriers. Under the Omnibus Agreement, Golar Partners and its subsidiaries agreed to grant a right of first offer on any proposed sale, transfer or other disposition of any vessel it may own. Likewise, we agreed to grant a similar right of first offer to Golar Partners for any vessel under a charter for five or more years, that we may own. These rights of first offer will not apply to a (a) sale, transfer or other disposition of vessels between any affiliated subsidiaries, or pursuant to the terms of any current or future charter or other agreement with a charter party or (b) merger with or into, or sale of substantially all of the assets to, an unaffiliated third-party. In addition, the Omnibus Agreement provides for certain indemnities to Golar Partners in connection with the assets transferred from us.

Net (expenses) income (due to) from other related parties (excluding Golar Partners):

(in thousands of $)	2013
Frontline Ltd. and subsidiaries ("Frontline") (i)	49
Seatankers Management Company Limited ("Seatankers") (i)	(45	)
Ship Finance AS ("Ship Finance") (i)	207
Golar Wilhelmsen (ii)	(4,899	)
World Shipholding (iii)	(976	)

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Receivables (payables) from related parties (excluding Golar Partners):

(in thousands of $)	2013
World Shipholding Loan (iii)	(50,000	)
Frontline	(60	)
Seatankers	91
Ship Finance	2
Seadrill	(74	)
	(50,041	)

i. We transact business with the following parties, being companies in which World Shipholding and companies associated with World Shipholding have a significant interest: Frontline, Ship Finance, Seatankers and Seadrill. Net expense/income from Frontline, Seatankers and Ship Finance comprise fees for management support, corporate and insurance administrative services, net of income from supplier rebates and income from the provision of serviced offices and facilities.   Receivables and payables with related parties comprise primarily of unpaid management fees, advisory and administrative services.  In addition, certain receivables and payables arise when we pay an invoice on behalf of a related party and vice versa.  Receivables and payables are generally settled quarterly in arrears.   

ii. As of December 31, 2013, we held a 60% ownership interest in Golar Wilhelmsen, which we account for using the equity method.  Golar Wilhelmsen recharges management fees in relation to provision of technical and ship management services.

iii. World Shipholding revolving credit facility - In April 2011, we entered into a $80 million revolving credit facility with a company related to our major shareholder, World Shipholding. In January, February and May of 2012, the revolving credit facility was amended to $145 million, $250 million and $120 million, respectively, without any further changes to the original terms of the facility. In July 2012, the facility was repaid in full with the proceeds received from the sale of the companies that own and operate the NR Satu to Golar Partners. In May 2013, the margin on the facility was amended from 3.5% to 3.0%. As of December 31, 2013, the Company had $50 million of borrowings under this facility. The facility is unsecured and bears interest at LIBOR plus 3.0% together with a commitment fee of 0.75% on any undrawn portion of the credit facility. The facility is available until September 2015.

For the year ended December 31, 2013, included within net expenses due to World Shipholding, are loan interest and commitment fees of $0.8 million.

C.      Interests of Experts and Counsel

Not Applicable.

ITEM 8.  FINANCIAL INFORMATION

A.        Consolidated Financial Statements and Other Financial Information

See Item 18.

Legal proceedings and claims

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

NR Satu related claim

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PT Golar Indonesia, a subsidiary of Golar Partners that is both the owner and operator of the NR Satu, has been notified of a claim that may be filed against it by PT Rekayasa, a subcontractor of the charterer, PT Nusantara Regas, claiming that Golar Partners and its subcontractor caused damage to the pipeline in connection with the FSRU conversion of the NR Satu and the related mooring. As of the current date, no suit has been filed and both we and Golar Partners are of the view that, were the claim to be filed with the Indonesian authorities, any resolution could potentially take years. We both continue to believe we have meritorious defences against these claims, however, we are currently involved in compromise settlement discussions with the other parties. An estimate of the compromise settlement amount is between $2 million and $4.8 million. Golar Partners considers it probable that any loss suffered will be recoverable from its subcontractor who is also a party to these settlement discussions.As part of the disposal of the NR Satu in July 2012 by us, we have also agreed to indemnify Golar Partners against any non-recoverable losses.

Golar Viking related claim

In January 2011, Qatar Gas Trading Company Limited ("Nakilat") chartered the Golar Viking from us for a period of 15 months. In April 2012, the time charter party agreement was terminated early. On February 15, 2013, Nakilat formally commenced arbitration proceedings against Golar claiming damages of $20.9 million for breach of contract, including that of early termination of the charter.  We believe that we have strong arguments to defend itself against any such claims and accordingly, as of December 31, 2013, have not recorded any provision. Given the proceedings have only commenced with the arbitration hearing timed for late 2014, it is possible that the outcome of the arbitration proceedings may result in a loss of anything up to a maximum of $20.9 million.

Douglas Channel LNG Assets Partnership claim

In May 2013, we provided a short-term loan of $12.0 million to Douglas Channel LNG Assets Partnership ("DCLAP") as part of the potential FLNG project in Douglas Channel, British Columbia. The General Partner of DCLAP is a company wholly owned by LNG Partner LLC ("LNGP"). The loan had a maturity date of September 30, 2013 and is secured by a general security agreement over the pipeline transportation capacity on the pipeline system that delivers natural gas to the area where the FLNG project is intended to operate. In September 2013, LNGP filed for bankruptcy. We have also since commenced legal proceedings against LNGP seeking to have a receiver appointed over the secured assets. Of the $12.0 million short-term loan, $2.5 million has been repaid to date. We believe that we have strong arguments regarding our claim and the outstanding loan is recoverable, accordingly, as of December 31, 2013, has not recorded any provision against the outstanding loan receivable.

Dividend Distribution Policy

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

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

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

For 2013, our board of directors declared quarterly dividends in May 2013, August 2013, November 2013 and February 2014 in the aggregate amount of $145.0 million, or $1.80 per share.

For 2012, our board of directors declared quarterly dividends in May 2012, August 2012 and November 2012 in the aggregate amount of $128.7 million, or $1.60 per share. The dividends declared in November 2012 represents the third quarter 2012 dividend of $0.425 plus an accelerated fourth quarter 2012 dividend of $0.425.

For 2011, our board of directors declared four quarterly dividends in June 2011, August 2011, November 2011 and March 2012 in the aggregate amount of $89.2 million, or $1.15 per share.

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B.           Significant Changes

None.

ITEM 9.  THE OFFER AND LISTING

Listing Details and Markets

Our common shares have traded on the Oslo Stock Exchange, or OSE since July 12, 2001 under the symbol "GOL" and on the Nasdaq Global Select Market since December 12, 2002 under the symbol "GLNG".

In April 2012, the Board concluded there were limited benefits in continuing with two separate listings and as a result, we delisted from the Oslo Stock Exchange on August 30, 2012.

The following table sets forth, for the five most recent fiscal years from January 1, 2009 and for the period ended March 31, 2014, the high and low prices for the common shares on the OSE (until our delisting in August 2012) and the Nasdaq Global Select.

	OSE		Nasdaq
	High	Low	High		Low
First quarter 2014	*	*	$	43.94	$	33.35

Fiscal years ended December 31
2013	*	*	$	41.55	$	30.51
2012	NOK288.90	NOK212.50	$	47.82	$	31.71
2011	NOK274.00	NOK86.25	$	45.59	$	14.77
2010	NOK98.50	NOK59.00	$	15.94	$	9.42
2009	NOK77.75	NOK23.00	$	13.90	$	2.63

* The share prices presented in the table relate only to the period from January 1, 2009 to August 30, 2012 when we delisted from the Oslo Stock Exchange.

The following table sets forth, for each full financial quarter for the two most recent fiscal years from January 1, 2012, the high and low prices of the common shares on the OSE and the Nasdaq Global Select Market.

			Nasdaq
			High		Low
Fiscal year ended December 31, 2013
First quarter			$	41.55	$	34.28
Second quarter			$	37.79	$	31.22
Third quarter			$	39.92	$	30.51
Fourth quarter			$	40.37	$	33.07
	OSE*		Nasdaq
	High	Low	High		Low
Fiscal year ended December 31, 2012
First quarter	NOK288.90	NOK212.50	$	47.82	$	36.93
Second quarter	NOK231.00	NOK185.80	$	40.52	$	31.71
Third quarter	NOK248.00	NOK216.50	$	42.00	$	36.85
Fourth quarter	*	*	$	43.56	$	35.64
* The Company delisted from the Oslo Stock Exchange effective August 30, 2012.

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The following table sets forth, for the most recent six months, the high and low prices for our common shares on the Nasdaq Global Select Market.

	Nasdaq
	High		Low
April 2014 (1)	$	46.70	$	39.93
March 2014	$	43.94	$	36.02
February 2014	$	37.40	$	33.38
January 2014	$	38.00	$	33.35
December 2013	$	36.71	$	33.07
November 2013	$	40.37	$	35.52
October 2013	$	38.81	$	34.81

(1) For the period from April 1, 2014 through April 25, 2014.

ITEM 10.    ADDITIONAL INFORMATION

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

At the 2007 Annual General Meeting of the Company, our shareholders voted to amend the Company's Bye-laws to ensure conformity with recent revisions to the Bermuda Companies Act 1981, as amended. These amended Bye-laws of the Company as adopted on September 28, 2007, were filed as Exhibit 1.2 to the Company's Annual Report on Form 20-F for the year ended December 31, 2007, (File No. 001-50113) filed with the Commission on May 12, 2008, and are hereby incorporated by reference into this Annual Report.

A.      Share capital

Not Applicable.

B.      Memorandum of Association and Bye-laws

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

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

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

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

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

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

Majority shareholders do not generally owe any duties to other shareholders to refrain from exercising all of the votes attached to their shares. There are no deadlines in the Companies Act relating to the time when votes must be exercised.

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

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

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

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

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

• If he becomes bankrupt or compounds with his creditors;

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

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

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

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

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

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

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

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

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

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

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

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

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

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C.           Material contracts

The following is a summary of each material contract, other than material contracts entered into in the ordinary course of business, to which we or any of our subsidiaries is a party, for the two years immediately preceding the date of this Annual Report, each of which is included in the list of exhibits in Item 19:

1. Purchase, Sale and Contribution Agreement, dated January 30, 2013, by and between Golar LNG Partners LP, Golar Partners Operating LLC and Golar LNG Ltd., providing for, among other things, the sale of the Golar Maria.

2. Bond Agreement dated March 5, 2012 between Golar LNG Ltd and Norsk Tillitsmann ASA as bond trustee.

3. Facility Agreement between Golar Hull M2021 Corp, Golar Hull M2026 Corp, Golar Hull M2031 Corp, Golar Hull M2022 Corp, Golar Hull M2023 Corp, Golar Hull M2027 Corp, Golar Hull M2024 Corp, Golar LNG NB 12 Corporation, and a consortium of banks for a $1.125 billion facility, dated July 24, 2013.

D.           Exchange Controls

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

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

E.            Taxation

The following is a discussion of the material U.S. federal income tax, Bermuda tax and Liberian tax considerations relevant to a U.S. Holder, as defined below, of our common stock. This discussion does not purport to deal with the tax consequences of owning our common stock to all categories of investors, some of which, such as financial institutions, regulated investment companies, real estate investment trusts, tax-exempt organizations, insurance companies, persons holding our common stock as part of a hedging, integrated, conversion or constructive sale transaction or a straddle, traders in securities that have elected the mark-to-market method of accounting for their securities, persons liable for alternative minimum tax, persons who are investors in partners or other pass-through entities for U.S. federal income tax purposes, dealers in securities or currencies, U.S. Holders whose functional currency is not the U.S. dollar and investors that own, actually or under applicable constructive ownership rules, 10% or more of our shares of common stock, may be subject to special rules. This discussion deals only with holders who hold the shares of our common stock as a capital asset. You are encouraged to consult your own tax advisors concerning the overall tax consequences arising in your own particular situation under U.S. federal, state, local or foreign law of the ownership of our common stock.

Taxation of Operating Income

U.S. Taxation of our Company

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

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

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Unless exempt from U.S. federal income tax under section 883 of the Code, we will be subject to U.S. federal income tax, in the manner discussed below, to the extent our shipping income is derived from sources within the United States.

Based upon our current and anticipated shipping operations, our vessels are and will be operated in various parts of the world, including to or from U.S. ports.  For the 2013, 2012 and 2011 taxable years, the U.S. source gross income that we derived from our vessels trading to or from U.S. ports was $nil, $2,079,309 and $2,755,244, respectively, and the potential U.S. federal income tax liability resulting from this income, in the absence of our qualification for exemption from tax under section 883 of the Code, or an applicable U.S. income tax treaty, as described below, would have been $nil, $83,172 and $118,842, respectively.

Application of Section 883 of the Code

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

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

• we and each subsidiary are organized in a "qualified foreign country," defined as a country that grants an equivalent exemption from tax to corporations organized in the United States in respect of the shipping income for which exemption is being claimed under section 883 of the Code; this is also known as the "Country of Organization Requirement"; and

• either

• more than 50% of the value of our stock is treated as owned, directly or indirectly, by individuals who are "residents" of qualified foreign countries; this is also known as the "Ownership Requirement"; or

• our stock is "primarily and regularly traded on an established securities market" in the United States or any qualified foreign country; this is also known as the "Publicly-Traded Requirement".

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

Due to the public nature of our shareholdings, we do not believe that we will be able to substantiate that we satisfy the Ownership Requirement.  However, as described below, we believe that we will be able to satisfy the Publicly-Traded Requirement.

The Treasury Regulations under section 883 of the Code provide that the stock of a foreign corporation will be considered to be "primarily traded" on an "established securities market" if the number of shares of each class of stock that are traded during any taxable year on all "established securities markets" in that country exceeds the number of shares in each such class that are traded during that year on "established securities markets" in any other single country. Our stock was "primarily traded" on the Nasdaq Global Select Market, an "established securities market" in the United States, during 2013.

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

The Treasury Regulations further require that with respect to each class of stock relied upon to meet the Listing Requirement: (i) such class of stock is traded on the market, other than in minimal quantities, on at least 60 days during the taxable year or one-sixth of the days in a short taxable year; this is also known as the "Trading Frequency Test"; and (ii) the aggregate number of shares of such class of stock traded on such market is at least 10% of the average number of shares of such class of stock outstanding during such year, or as appropriately adjusted in the case of a short taxable year; this is also known as the "Trading Volume Test".  We believe that our common shares satisfied the Trading Frequency Test and the Trading Volume Test in 2013.  Even if this were not the case, the Treasury Regulations provide that the Trading Frequency Test and the Trading Volume Test will be deemed satisfied by a class of stock if, as we expect to be the case with our common shares, such class of stock is traded on an "established securities market" in the United States and such class of stock is regularly quoted by dealers making a market in such stock.

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

Based on our public shareholdings for 2013, we were not subject to the 5% Override Rule for 2013.  Therefore, we believe that we satisfied the Publicly-Traded Requirement for 2013 and we and each of our subsidiaries are entitled to exemption from U.S. federal income tax under section 883 of the Code in respect of our U.S. source shipping income.  To the extent that we become subject to the 5% Override Rule in future years (as a result of changes in the ownership of our common shares), it may be difficult for us to establish that we qualify for the 5% Override Exception.

If we were not eligible for the exemption under section 883 of the Code, our U.S. source shipping income would be subject to U.S. federal income tax as described in more detail below.

Taxation in Absence of Exemption Under Section 883 of the Code

To the extent the benefits of section 883 of the Code are unavailable with respect to any item of U.S. source shipping income earned by us or by our subsidiaries, such U.S. source shipping income would be subject to a 4% U.S. federal income tax imposed by section 887 of the Code on a gross basis, without benefit of deductions.  Since under the sourcing rules described above, no more than 50% of the shipping income earned by us or our subsidiaries would be derived from U.S. sources, the maximum effective rate of U.S. federal income tax on such gross shipping income would never exceed 2%.  For the calendar year 2013, we and our subsidiaries would be subject to $nil aggregated tax under section 887 of the Code.

Gain on Sale of Vessels

If we and our subsidiaries qualify for exemption from tax under section 883 of the Code in respect of our U.S. source shipping income, the gain on the sale of any vessel earning such U.S. source shipping income should likewise be exempt from U.S. federal income tax.  Even if we and our subsidiaries are unable to qualify for exemption from tax under section 883 of the Code and we or any of our subsidiaries, as the seller of such vessel, is considered to be engaged in the conduct of a U.S. trade or business, gain on the sale of such vessel would not be subject to U.S. federal income tax provided the sale is considered to occur outside of the United States under U.S. federal income tax principles.  In general, a sale of a vessel will be considered to occur outside of the United States for this purpose if title to the vessel, and risk of loss with respect to the vessel, pass to the buyer outside of the United States.  If the sale is considered to occur within the United States, any gain on such sale may be subject to U.S. federal income tax as "effectively connected" income at a rate of up to 54.5%.  To the extent circumstances permit, we intend to structure sales of our vessels in such a manner, including effecting the sale and delivery of vessels outside of the United States, so as to not give rise to "effectively connected" income.

U.S. Taxation of U.S. Holders

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

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

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Distributions

Any distributions made by us with respect to our common shares to a U.S. Holder will generally constitute dividends to the extent of our current and accumulated earnings and profits, as determined under U.S. federal income tax principles.  We expect that dividends paid by us to a non-corporate U.S. Holder will be eligible for preferential U.S. federal income tax rates provided that the non-corporate U.S. Holder has owned the common shares for more than 60 days in the 121-day period beginning 60 days before the date on which our common shares becomes ex-dividend and certain other conditions are satisfied.  However, there is no assurance that any dividends paid by us will be eligible for these preferential tax rates in the hands of a non-corporate U.S. Holder.  Any dividends paid by us, which are not eligible for these preferential tax rates will be taxed as ordinary income to a non-corporate U.S. Holder.  Because we are not a U.S. corporation, U.S. Holders that are corporations will not be entitled to claim a dividends-received deduction with respect to any distributions they receive from us.

Distributions in excess of our earnings and profits will be treated first as a non-taxable return of capital to the extent of the U.S. Holder's tax basis in its common shares, and thereafter as a taxable capital gain.

Sale, Exchange or other Disposition of Our Common Shares

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

3.8% Tax on Net Investment Income

For taxable years beginning after December 31, 2012, a U.S. Holder that is an individual estate, or, in certain cases, a trust, will generally be subject to a 3.8% tax on the lesser of (1) the U.S. Holder's net investment income for the taxable year and (2) the excess of the U.S. Holder's modified adjusted gross income for the taxable year over a certain threshold (which in the case of individuals is between $125,000 and $250,000). A U.S. Holder's net investment income will generally include distributions made by us which constitute a dividend for U.S. federal income tax purposes and gain realized from the sale, exchange or other disposition of our common shares. This tax is in addition to any income taxes due on such investment income.

If you are a U.S. Holder that is an individual, estate or trust, you are encouraged to consult your tax advisors regarding the applicability of the 3.8% tax on net investment income to the ownership and disposition of our common shares.

Passive Foreign Investment Company

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

• at least 75% of our gross income in a taxable year is "passive income"; or

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

For purposes of determining whether we are a PFIC, we will be treated as earning and owning the income and assets, respectively, of any of our subsidiary corporations in which we own 25% or more of the value of the subsidiary's stock, which includes Golar Partners.  To date, our subsidiaries and we have derived most of our income from time and voyage charters, and we expect to continue to do so.  This income should be treated as services income, which is not "passive income" for PFIC purposes.  We believe there is substantial legal authority supporting our position consisting of case law and U.S. Internal Revenue Service, also known as the "IRS", pronouncements concerning the characterization of income derived from time charters and voyage charters as services income for other tax purposes.  However, there is also authority which characterizes time charter income as rental income rather than services income for other tax purposes.

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Based on the foregoing, we believe that we are not currently a PFIC and do not expect to be a PFIC in the foreseeable future.  However, in the absence of any legal authority specifically relating to the Code provisions governing PFICs, the IRS or a court could disagree with our position.  In addition, there can be no assurance that we will not become a PFIC if our operations change in the future.

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

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

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

In addition to the above consequences, if we were to be treated as a PFIC for any taxable year ending on or after December 31, 2013, a U.S. Holder would be required to file IRS form 8621 with the IRS for that year with respect to such U.S. Holder's common stock.

Backup Withholding and Information Reporting

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

• fails to provide an accurate taxpayer identification number;

• provides us with an incorrect taxpayer identification number;

• is notified by the IRS that it has failed to report all interest or dividends required to be shown on its U.S. federal income tax returns; or

• in certain circumstances, fails to comply with applicable certification requirements.

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

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

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

Bermuda Taxation

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

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

Liberian Taxation

Under the Consolidated Tax Amendments Act of 2010, our Liberian subsidiaries should be considered non-resident Liberian corporations which are wholly exempted from Liberian taxation effective as of 1977.

F.           Dividends and Paying Agents

Not Applicable.

G.          Statements by Experts

Not Applicable.

H.          Documents on display

Our Registration Statement became effective on November 29, 2002, and we are now subject to the informational requirements of the Securities Exchange Act of 1934, as amended. In accordance with these requirements we will file reports and other information with the SEC.  These materials, including this document and the accompanying exhibits, may be inspected and copied at the public reference facilities maintained by the Commission at 100 Fifth Street, N.E., Room 1580, Washington, D.C. 20549.  You may obtain information on the operation of the public reference room by calling 1 (800) SEC-0330, and you may obtain copies at prescribed rates from the Public Reference Section of the Commission at its principal office in Washington, D.C. 20549.  The SEC maintains a website (http://www.sec.gov) that contains reports, proxy and information statements and other information regarding registrants that file electronically with the SEC.

Subsidiary Information

Not Applicable.

ITEM 11.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed to various market risks, including interest rate and foreign currency exchange risks.  We enter into a variety of derivative instruments and contracts to maintain the desired level of exposure arising from these risks.

Our policy is to hedge our exposure to risks, when possible, within boundaries deemed appropriate by management.

A discussion of our accounting policies for derivative financial instruments is included in Note 2 to our audited consolidated financial statements.  Further information on our exposure to market risk is included in Note 32 to our audited consolidated financial statements.

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

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

As of December 31, 2013, the notional amount of the designated interest rate swaps outstanding in respect of our debt obligation was $128.0 million (2012: $180.1 million).  The principal of the loans outstanding as of December 31, 2013 was $717.0 million (2012: $504.9 million).  Based on our floating rate debt at December 31, 2013, a one-percentage point increase in the floating interest rate would have increased our interest expense by $2.8 million per annum (excluding the effect of our convertible bonds).  For disclosure of the fair value of the derivatives and debt obligations outstanding as of December 31, 2013, see Note 32 to our audited Consolidated Financial Statements.

Foreign currency risk.  The majority of our transactions, assets and liabilities are denominated in U.S. Dollars, our functional currency.  Periodically, we may be exposed to foreign currency exchange fluctuations as a result of expenses paid by certain subsidiaries in currencies other than U.S. Dollars, such as GBPs, in relation to our administrative office in the U.K. and operating expenses incurred in a variety of foreign currencies. Based on our GBP expenses for 2013, a 10% depreciation of the U.S. Dollar against GBP would have increased our expenses by approximately $1.6 million. 

We operate a branch in Norway, where the majority of expenses are incurred in Norwegian Kroner. Based on our NOK administrative expenses incurred in 2013, a 10% depreciation of the U.S Dollar against NOK would have increased our expenses by $0.7 million.

The base currency of the majority of our seafaring officers' remuneration was the Euro.  Based on the crew costs for the year ended December 31, 2013, a 10% depreciation of the U.S. Dollar against the Euro would have increased our crew cost for 2013 by approximately $2.1 million.

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ITEM12.   DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

Not Applicable.

ITEM 13.   DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

There are cross default provisions in most of our and Golar Partners loan and lease agreements. In April 2013, Golar Partners received waivers relating to the requirement under the Golar LNG Partners credit facility and the Golar Freeze facility relating to change of control over the Partnership. Following the grant of such waivers, in order to permanently resolve this issue, the loan facilities affected by the loss of control which contained the change of control provisions were amended in June 2013. As of December 31, 2013, Golar Partners was in compliance with all covenants.

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

None.

ITEM 15.   CONTROLS AND PROCEDURE

(a)          Disclosure Controls and Procedures

Management of the Company, with the participation of the Principal Executive Officer and Principal Financial Officer, assessed the effectiveness of the design and operation of the Company's disclosure controls and procedures as defined in Rule 13a-15(e) and 15(d)-15(e) of the Securities Exchange Act of 1934, as amended, as of the end of the period covered by this annual report as of December 31, 2013. Based upon that evaluation, the Principal Executive Officer and Principal Financial Officer concluded that our disclosure controls and procedures were effective as of December 31, 2013.

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

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) promulgated under the Securities Exchange Act of 1934.

Internal control over financial reporting is a process designed by, or under the supervision of, the Company's principal executive and principal financial officers and effected by the Company's board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:

• 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.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.  Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree or compliance with the policies or procedures may deteriorate.

97

Management conducted the evaluation of the effectiveness of the internal controls over financial reporting using the control criteria framework issued by the Committee of Sponsoring Organizations of the Treadway Commission 1992 ("COSO") published in its report entitled Internal Control-Integrated Framework.

Our management with the participation of our Principal Executive Officer and Principal Financial Officer assessed the effectiveness of our internal controls over financial reporting pursuant to Rule 13a-15 of the Securities Exchange Act of 1934, as of December 31, 2013. Based upon that evaluation, the Principal Executive Officer and Principal Financial Officer concluded that the Company's internal controls over financial reporting are effective as of December 31, 2013.

The Company's independent registered public accounting firm has issued an attestation report on the Company's internal control over financial reporting.

(c)          Attestation report of the registered public accounting firm

The effectiveness of the Company's internal control over financial reporting as of December 31, 2013 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which appears on page F-2 of our Consolidated Financial Statements.

(d)          Changes in internal control over financial reporting

In 2013, we completed our planned action to remediate the material weakness in our internal control over financial reporting relating to monitoring triggering events which require the reconsideration of control and consolidation as reported in Item 15-Controls and Procedures of our annual report for the year ended December 31, 2012. We implemented an additional control whereby equity investments are reviewed quarterly to evaluate whether any trigger events have occurred and assess the impact of such triggering events.

There were no other changes in our internal controls over financial reporting that occurred during the period covered by this annual report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

ITEM 16A.  AUDIT COMMITTEE FINANCIAL EXPERT

Our board of directors has determined that Kate Blankenship, a director, qualifies as an audit committee financial expert and is independent, in accordance with SEC Rule 10a-3 pursuant to Section 10A of the Exchange Act.

ITEM 16B.  CODE OF ETHICS

We have adopted a Code of Ethics that applies to all the employees of the company and its subsidiaries.  A copy of our Code of Ethics may be found on our website www.golarlng.com.

ITEM 16C.  PRINCIPAL ACCOUNTANT FEES AND SERVICES

(a) Audit Fees

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

Fiscal year ended December 31, 2013	$	1,027,801
Fiscal year ended December 31, 2012	$	1,776,601

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(b)  Audit – Related Fees

The following table sets forth, for the two most recent fiscal years, the aggregate fees billed for professional services in respect of assurance and related services rendered by the principal accountant related to the performance of the audit or review of the Company's financial statements which have not been reported under Audit Fees above.

Fiscal year ended December 31, 2013	$	—
Fiscal year ended December 31, 2012	$	—

(c)  Tax Fees

The following table sets forth, for the two most recent fiscal years, the aggregate fees billed for professional services rendered by the principal accountant for tax compliance, tax advice and tax planning.

Fiscal year ended December 31, 2013	$	9,689
Fiscal year ended December 31, 2012	$	22,410

(d)  All Other Fees

The following table sets forth, for the two most recent fiscal years, the aggregate fees billed for professional services rendered by the principal accountant for other services.

Fiscal year ended December 31, 2013	$	14,842
Fiscal year ended December 31, 2012	$	8,489

(e)  Audit Committee's Pre-Approval Policies and Procedures

The Company's board of directors has adopted pre-approval policies and procedures in compliance with paragraph (c)(7)(i) of Rule 2-01 of Regulation S-X that require our board of directors to approve the appointment of the independent auditor of the Company before such auditor is engaged and approve each of the audit and non-audit related services to be provided by such auditor under such engagement by the Company.  All services provided by the principal auditor in 2013 were approved by our board of directors pursuant to the pre-approval policy.

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

Not Applicable.

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

In November 2007, we announced that the board of directors had authorized the repurchase of up to 1,000,000 shares of our common stock in the open market.

99

Month of repurchase	Total number of shares purchased	Average price paid per share		Total number of Shares purchased as part of publicly announced plans or programme	Maximum Number of shares that may be purchased under the plans or program
November 2007	200,000	$	20.33	200,000	800,000
December 2007	200,000	$	20.68	200,000	600,000
November 2009	300,000	$	13.04	300,000	300,000
As of December 31, 2013	700,000	$	17.31	700,000	300,000

As of December 31, 2013, we did not hold any treasury shares.  For further detail on our treasury shares, refer to note 30 of our consolidated financial statements.

ITEM 16F.  CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT

Not Applicable.

ITEM 16G. CORPORATE GOVERNANCE

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

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

Independence of directors. In lieu of a board of directors that is comprised of a majority of independent directors, consistent with Bermuda law and our Bye-Laws, two members of the board of directors, Kate Blankenship and Hans Petter Aas, are independent according to Nasdaq's standards for independence. Our board of directors does not hold annual meetings at which only independent directors are present.

Audit Committee. Consistent with Bermuda law and our Bye-laws, we are exempt from certain Nasdaq Global Select Market requirements regarding our audit committee. Our audit committee consists of two independent directors, Kate Blankenship and Hans Petter Aas. The Company's management is responsible for the proper and timely preparation of the Company's annual reports, which are audited by independent auditors.

Compensation Committee. In lieu of a compensation committee comprised of independent directors, the full board of directors determines compensation.

Nomination Committee. In lieu of a nomination committee comprised of independent directors, the full board of directors regulates nominations.

Share Issuance. In lieu of obtaining shareholder approval prior to the issuance of securities in certain circumstances, consistent with Bermuda law and our Bye-Laws, the board of directors approves share issuances.

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

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

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ITEM 16H. MINE SAFETY DISCLOSURE

Not Applicable.

ITEM 17.  FINANCIAL STATEMENTS

Not Applicable.

ITEM 18.  FINANCIAL STATEMENTS

The following financial statements listed below and set forth on pages F-1 through F-58 are filed as part of this annual report.

Separate consolidated financial statements and notes thereto for Golar LNG Partners L.P. ("Golar Partners") for each of the years ended December 31, 2013, 2012 and 2011 are being provided as a result of Golar Partners meeting a significance test pursuant to Rule 3-09 of Regulation S-X for the year ended December 31, 2013 and, accordingly, the financial statements of Golar Partners for the year ended December 31, 2013 are required to be filed as part of this Annual Report on Form 20-F. See A-1 through A-47.

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ITEM 19.  EXHIBITS

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

Number	Description of Exhibit
1.1	Memorandum of Association of Golar LNG Limited as adopted on May 9, 2001, incorporated by reference to Exhibit 1.1 of 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.
2.1	Form of share certificate incorporated by reference to Exhibit 2.1 of the Company's Annual Report on Form 20-F for the fiscal year ended December 31, 2010.
4.1	Golar LNG Limited Stock Option Plan, incorporated by reference to Exhibit 4.6 of the Company's Original Registration Statement.
4.2	Omnibus Agreement dated April 13, 2011, by and among Golar LNG Ltd., Golar LNG Partners LP, Golar GP LLC and Golar Energy Limited, incorporated by reference to Exhibit 4.2* of Golar LNG Partners L.P. Annual Report on Form 20-F for the fiscal year ended December 31, 2011.
4.3	Amendment No. 1 to Omnibus Agreement, dated October 5, 2011 by and among Golar LNG Ltd., Golar LNG Partners LP, Golar GP LLC and Golar Energy Limited, incorporated by reference to Exhibit 4.2(a)* of Golar LNG Partners L.P. Annual Report on Form 20-F for the fiscal year ended December 31, 2011.
4.4	Bermuda Tax Assurance, dated May 23, 2011.
4.6	Bond Agreement dated March 5, 2012 between Golar LNG Ltd and Norsk Tillitsmann ASA as bond trustee.
4.7	First Amended and Restated Agreement of Limited Partnership of Golar LNG Partners LP, incorporated by reference to Exhibit 1.2 of Golar LNG Partners L.P. Annual Report on Form 20-F for the fiscal year ended December 31, 2011.
4.9	Facility Agreement between Golar Hull M2021 Corp, Golar Hull M2026 Corp, Golar Hull M2031 Corp, Golar Hull M2022 Corp, Golar Hull M2023 Corp, Golar Hull M2027 Corp, Golar Hull M2024 Corp, Golar LNG NB 12 Corporation, and a consortium of banks for a $1.125 billion facility, dated July 24, 2013.
8.1	Golar LNG Limited subsidiaries.
11.1	Golar LNG Limited Code of Ethics, incorporated by reference to Exhibit 14.1 of the Company's Annual Report on Form 20-F for the year ended December 31, 2003.
12.1	Certification of the Principal Executive Officer under Section 302 of the Sarbanes-Oxley Act of 2002.
12.2	Certification of the Principal Financial Officer under Section 302 of the Sarbanes-Oxley Act of 2002.
13.1	Certification under Section 906 of the Sarbanes-Oxley act of 2002 of the Principal Executive Officer.
13.2	Certification under Section 906 of the Sarbanes-Oxley act of 2002 of the Principal Financial Officer.
15.1	Consent of Independent Registered Public Accounting Firm.
15.2	Consent of Independent Registered Public Accounting Firm.

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101. INS* XBRL Instance Document

101. SCH* XBRL Taxonomy Extension Schema

101. CAL* XBRL Taxonomy Extension Schema Calculation Linkbase

101. DEF* XBRL Taxonomy Extension Schema Definition Linkbase

101. LAB* XBRL Taxonomy Extension Schema Label Linkbase

101. PRE* XBRL Taxonomy Extension Schema Presentation Linkbase

103

SIGNATURES

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant certifies that it meets all of the requirements for filing on Form 20-F and has duly caused this annual report to be signed on its behalf by the undersigned, thereunto duly authorized.

		Golar LNG Limited
		(Registrant)
Date	April 30, 2014	By	/s/ Brian Tienzo
			Brian Tienzo
			Principal Financial and Accounting Officer

104

GOLAR LNG LIMITED

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

	Page
Report of Independent Registered Public Accounting Firm	F-2
Audited Consolidated Statements of Operations for the years ended December 31, 2013, 2012 and 2011	F-3
Audited Consolidated Statements of Comprehensive Income for the years ended December 31, 2013, 2012 and 2011	F-4
Audited Consolidated Balance Sheets as of December 31, 2013 and 2012	F-5
Audited Consolidated Statements of Cash Flows for the years ended December 31, 2013, 2012 and 2011	F-6
Audited Consolidated Statements of Changes in Equity for the years ended December 31, 2013, 2012 and 2011	F-8
Notes to Consolidated Financial Statements	F-9

F-1

Report of Independent Registered Public Accounting Firm

To the Board of Directors and shareholders of Golar LNG Limited

In our opinion, the accompanying consolidated balance sheets and the related consolidated statements of operations, comprehensive income, cash flows and of changes in equity present fairly, in all material respects, the financial position of Golar LNG Limited and its subsidiariesat December 31, 2013and December 31, 2012, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2013 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2013, based on criteria established in Internal Control - Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company's management is responsible for these financial statements, for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in "Management's annual report on internal controls over financial reporting" under Item 15 of this Form 20-F. Our responsibility is to express opinions on these financial statements and on the Company's internal control over financial reporting based on our integrated audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP

London, United Kingdom

April 30, 2014

F-2

Golar LNG Limited

Consolidated Statements of Operations for the years ended December 31, 2013, 2012 and 2011

(in thousands of $, except per share data)

	Note	2013			2012			2011
Operating revenues
Time charter revenues		90,558			409,593			299,848
Vessel and other management fees		9,270			752			—
Total operating revenues		99,828			410,345			299,848
Operating expenses
Vessel operating expenses		43,750			86,672			62,872
Voyage and charter-hire expenses		14,259			9,853			6,042
Administrative expenses		22,952			25,013			33,679
Depreciation and amortization		36,871			85,524			70,286
Impairment of long-term assets	9	500			500			500
Total operating expenses		118,332			207,562			173,379
Gain on disposal of Golar Maria (including amortization of deferred gain)	6	65,619			—			—
Other operating gains and losses		—			(27		)	(5,438		)
Operating income		47,115			202,756			121,031
Other non-operating income (expense)
Gain on loss of control	5	—			853,996			—
Gain on business acquisition	7	—			4,084			—
Dividend income		30,960			—			—
Other non-operating (expense) income		(3,355		)	(151		)	541
Total other non-operating income		27,605			857,929			541
Financial income (expenses)
Interest income		3,549			2,819			1,757
Interest expense		—			(31,924		)	(25,773		)
Other financial items, net	10	38,219			(13,763		)	(29,086		)
Net financial income (expenses)		41,768			(42,868		)	(53,102		)
Income before equity in net earnings (losses) of affiliates and income taxes		116,488			1,017,817			68,470
Income taxes	11	3,404			(2,765		)	1,705
Equity in net earnings (losses) of affiliates	14	15,821			(609		)	(1,900		)
Net income		135,713			1,014,443			68,275
Net income attributable to non-controlling interests		—			(43,140		)	(21,625		)
Net income attributable to Golar LNG Ltd		135,713			971,303			46,650
Earnings per share attributable to Golar LNG Ltd stockholders: Per common share amounts:
Earnings – Basic	12	$	1.69		$	12.09		$	0.62
Earnings – Diluted	12	$	1.59		$	11.66		$	0.62
Cash dividends declared and paid		$	1.35		$	1.93		$	1.13

The accompanying notes are an integral part of these consolidated financial statements.

F-3

Golar LNG Limited

Consolidated Statements of Comprehensive Income for the years ended December 31, 2013, 2012 and 2011

(in thousands of $)

	Note	2013	2012		2011
COMPREHENSIVE INCOME
Net income		135,713	1,014,443		68,275
Other comprehensive income (loss):
Gains (losses) associated with pensions, net of tax	28	5,078	(2,323	)	(3,139	)
Unrealized net gain on qualifying cash flow hedging instruments (1)	32	5,010	1,547		1,024
Unrealized gain on investments in available-for-sale securities	21	1,885	5,911		—
Other comprehensive income (loss)	31	11,973	5,135		(2,115	)
Comprehensive income		147,686	1,019,578		66,160
Comprehensive income attributable to:
Stockholders of Golar LNG Limited		147,686	978,532		43,636
Non-controlling interests		—	41,046		22,524
		147,686	1,019,578		66,160

(1) Includes share of net gain of $0.9 million, $nil and $nil on qualifying cash flow hedging instruments held by an affiliate for the years ended December 31, 2013, 2012 and 2011, respectively. Refer to note 32.

The accompanying notes are an integral part of these consolidated financial statements.

F-4

Golar LNG Limited

Consolidated Balance Sheets as of December 31, 2013 and 2012

(in thousands of $)

	Note	2013		2012
ASSETS
Current Assets
Cash and cash equivalents		125,347		424,714
Restricted cash and short-term investments	20	23,432		1,551
Trade accounts receivable	15	81		385
Other receivables, prepaid expenses and accrued income	16	14,574		5,309
Amounts due from related parties	33	6,311		5,915
Inventories		11,951		2,051
Total current assets		181,696		439,925
Long-term assets
Restricted cash	20	3,111		—
Investment in available-for-sale securities	21	267,352		353,034
Investments in affiliates	14	350,918		367,656
Cost method investments	22	204,172		198,524
Newbuildings	17	767,525		435,859
Vessels and equipment, net	18	811,715		573,615
Deferred charges	19	24,484		4,064
Other non-current assets	23	54,248		6,769
Amounts due from related parties	33	—		34,953
Total assets		2,665,221		2,414,399
LIABILITIES AND EQUITY
Current liabilities
Current portion of long-term debt	26	30,784		14,400
Trade accounts payable		12,728		10,203
Accrued expenses	24	22,787		20,413
Amounts due to related parties	33	363		4,037
Other current liabilities	25	23,912		38,006
Total current liabilities		90,574		87,059
Long-term liabilities
Long-term debt	26	636,244		490,506
Long-term debt due to related parties	26	50,000		—
Other long-term liabilities	27	84,266		72,515
Total liabilities		861,084		650,080
Commitments and Contingencies (see notes 34 and 35) EQUITY
Share capital 80,579,295 common shares of $1.00 each  issued and outstanding (2012: 80,503,364)	30	80,580		80,504
Additional paid-in capital		656,018		654,042
Contributed surplus		200,000		200,000
Accumulated other comprehensive loss		(6,757	)	(18,730	)
Retained earnings		874,296		848,503
Total stockholders' equity		1,804,137		1,764,319
Total liabilities and equity		2,665,221		2,414,399

The accompanying notes are an integral part of these consolidated financial statements.

F-5

Golar LNG Limited

Consolidated Statements of Cash Flows for the years ended December 31, 2013, 2012 and 2011

(in thousands of $)

	Note	2013		2012		2011
Operating activities
Net income		135,713		1,014,443		68,275
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		36,871		85,524		70,286
Amortization of deferred charges and debt guarantee		1,120		1,900		1,484
Equity in net (earnings) losses of affiliates		(15,821	)	609		1,900
Gain on disposal to Golar Partners (including amortization of deferred gain)	6	(65,619	)	—		—
Gain on loss of control	5	—		(853,996	)	—
Gain on business acquisition	7	—		(4,084	)	—
Loss on disposal of fixed assets		—		151		—
Dividend income from available-for-sale and cost investments recognized in operating income		(30,960	)	—		—
Dividends received		64,198		125		—
Loss (gain) on disposal of available-for-sale securities		754		—		(541	)
Gain on disposal of high yield bond in Golar Partners		(841	)	—		—
Compensation cost related to stock options		500		1,357		1,970
Net foreign exchange (gain) losses		(277	)	11,905		1,669
Amortization of deferred tax benefits on intra-group transfers		(3,487	)	(7,257	)	(6,687	)
Impairment of long-term assets		500		500		500
Drydocking expenditure		(4,248	)	(20,939	)	(19,773	)
Interest element included in obligations under capital leases		—		401		898
Change in assets and liabilities, net of effects from the sale of Golar Maria:
Trade accounts receivable		304		2,256		5,245
Inventories		(10,137	)	167		2,479
Prepaid expenses, accrued income and other assets		(50,877	)	(7,600	)	(3,721	)
Amounts due from/to related companies		3,497		(1,021	)	(404	)
Trade accounts payable		2,525		(520	)	(12,804	)
Accrued expenses		3,349		10,668		8,082
Other current liabilities (1)		658		(779	)	(2,250	)
Net cash provided by operating activities		67,722		233,810		116,608
Investing activities
Additions to vessels and equipment		(802	)	(97,228	)	(99,082	)
Additions to newbuildings		(733,353	)	(245,759	)	(190,100	)
Investment in subsidiary, net of cash acquired	7	—		(19,438	)	—
Cash effect of the deconsolidation of Golar Partners		—		(85,467	)	—
Vendor refinancing - loan repayment from Golar Partners		—		155,000		—
Investment in affiliates		—		—		(4,152	)

(1) Includes accretion of discount on convertible bonds of $4.7 million, $4.0 million and $nil for the years ended December 31, 2013, 2012 and 2011, respectively.

F-6

Golar LNG Limited

Consolidated Statements of Cash Flows for the years ended December 31, 2013, 2012 and 2011

(Continued)

	Note	2013		2012		2011
Investing activities (continued)
Proceeds from disposal of investments in available-for-sale securities		99,210		—		901
Additions to available-for-sale-securities		(12,400	)	(173	)	—
Additions to investments		(5,649	)	—		—
Short-term loan granted to third party		(11,960	)	—		—
Repayment of short-term loan granted to third party		2,469		—		—
Proceeds from disposal of business to Golar Partners, net of cash disposed		119,927		—		—
Proceeds from disposal of high yield bond in Golar Partners		34,483		—		—
Short-term loan to Golar Partners		(20,000	)	—		—
Repayment of short-term loan granted to Golar Partners		20,000		—		—
Proceeds from disposal of fixed assets		—		40		—
Restricted cash and short-term investments		(24,992	)	2,325		(6,211	)
Net cash used in investing activities		(533,067	)	(290,700	)	(298,644	)
Financing activities
Proceeds from short-term debt		—		—		23,600
Proceeds from long-term debt (including related parties)	26	306,358		642,241		80,000
Repayments of obligations under capital leases		—		(6,288	)	(6,054	)
Repayments of long-term debt (including related parties)	26	(9,400	)	(325,166	)	(105,750	)
Repayments of short-term debt		—		—		(23,600	)
Financing costs paid		(22,612	)	(7,842	)	—
Cash dividends paid		(108,976	)	(175,904	)	(65,022	)
Non-controlling interest dividends	33	—		(32,082	)	(12,532	)
Proceeds from exercise of share options (including disposal of treasury shares)		608		2,613		13,845
Proceeds from issuance of equity in Golar Partners to non-controlling interests	29	—		317,119		287,795
Acquisition of non-controlling interests		—		—		(108,050	)
Net cash provided by financing activities		165,978		414,691		84,232
Net (decrease) increase in cash and cash equivalents		(299,367	)	357,801		(97,804	)
Cash and cash equivalents at beginning of period		424,714		66,913		164,717
Cash and cash equivalents at end of period		125,347		424,714		66,913
Supplemental disclosure of cash flow information:
Cash paid during the year for:
Interest paid, net of capitalized interest		—		35,798		30,727
Income taxes paid		1,322		1,671		2,426

The accompanying notes are an integral part of these consolidated financial statements.

F-7

Golar LNG Limited

Consolidated Statements of Changes in Equity for the years ended December 31, 2013, 2012 and 2011

(in thousands of $)

	Note	Share Capital	Treasury Shares		Additional Paid-in Capital	Contri- buted Surplus	Accumu-lated Other Compre- hensive Loss		Accumu- lated Earnings		Non-controll- ing Interest		Total Equity
Balance at December 31, 2010		67,808	(2,280	)	100,285	200,000	(33,311	)	78,086		188,734		599,322
Net income		—	—		—	—	—		46,650		21,625		68,275
Dividends		—	—		—	—	—		(86,156	)	—		(86,156	)
Grant of share options		—	—		1,970	—	—		—		—		1,970
Exercise of share options (including disposal of treasury shares)		825	2,280		12,493	—	—		(4,487	)	667		11,778
Incorporation costs		—	—		40	—	—		—		—		40
Non-controlling interest dividends		—	—		—	—	—		—		(12,532	)	(12,532	)
Acquisition of shares in Golar Energy held by non-controlling interest	29	11,604	—		3,853	—	1,377		—		(129,379	)	(112,545	)
Creation of non-controlling interest in Golar Partners upon its IPO	29	—	—		183,010	—	—		—		104,773		287,783
Impact of transfer of Golar Freeze into Golar Partners	29	—	—		96,732	—	—		—		(96,732	)	—
Other comprehensive (loss) income		—	—		—	—	(3,014	)	—		899		(2,115	)
Balance at December 31, 2011		80,237	—		398,383	200,000	(34,948	)	34,093		78,055		755,820
Net income		—	—		—	—	—		971,303		43,140		1,014,443
Dividends		—	—		—	—	—		(154,769	)	—		(154,769	)
Grant of share options		—	—		1,357	—	—		—		—		1,357
Issuance of convertible bonds, net of issue costs		—	—		24,979	—	—		—		—		24,979
Exercise of share options		267	—		4,470	—	—		(2,124	)	—		2,613
Non-controlling interest dividends		—	—		—	—	—		—		(32,082	)	(32,082	)
Golar Partners - Equity Issuance	29	—	—		50,753	—	—		—		266,366		317,119
Impact of transfer of NR Satu into Golar Partners	29	—	—		85,781	—	—		—		(85,781	)	—
Impact of transfer of Golar Grand into Golar Partners	29	—	—		88,319	—	—		—		(88,319	)	—
Deconsolidation of Golar Partners	5	—	—		—	—	8,989		—		(179,285	)	(170,296	)
Other comprehensive income (loss)		—	—		—	—	7,229		—		(2,094	)	5,135
Balance at December 31, 2012		80,504	—		654,042	200,000	(18,730	)	848,503		—		1,764,319
Net income		—	—		—	—	—		135,713		—		135,713
Dividends		—	—		—	—	—		(108,976	)	—		(108,976	)
Exercise of share options		76	—		1,476	—	—		(944	)	—		608
Grant of share options		—	—		500	—	—		—		—		500
Other comprehensive income		—	—		—	—	11,973		—		—		11,973
Balance at December 31, 2013		80,580	—		656,018	200,000	(6,757	)	874,296		—		1,804,137

The accompanying notes are an integral part of these consolidated financial statements.

F-8

Golar LNG Limited

Notes to Consolidated Financial Statements

1. GENERAL

Golar LNG Limited (the "Company" or "Golar") was incorporated in Hamilton, Bermuda on May 10, 2001 for the purpose of acquiring the liquefied natural gas ("LNG") shipping interests of Osprey Maritime Limited ("Osprey"), which was owned by World Shipholding Limited ("World Shipholding"). As of December 31, 2013, World Shipholding owned 45.61% (2012: 45.71%) of Golar.

As of December 31, 2013, we own and operate a fleet of seven LNG carriers and operate Golar LNG Partner LP's ("Golar Partners" or the "Partnership") fleet of eight LNG carriers and Floating Storage Regasification Units ("FSRUs").

We are listed solely on the Nasdaq under the symbol: GLNG.

As used herein and unless otherwise required by the context, the terms "Golar", the "Company", "we", "our" and words of similar import refer to Golar or anyone or more of its consolidated subsidiaries, or to all such entities.

Golar LNG Partners LP ("Golar Partners" or the "Partnership")

Golar Partners is our former subsidiary, which is an owner and operator of FSRUs and LNG carriers under long-term charters (defined as five years or longer from the date of the dropdown). In April 2011, we completed the initial public offering ("IPO") of Golar Partners and its listing on the Nasdaq stock exchange. As a result of the offering, our ownership interest was reduced to 65.4% (including our 2% general partner interest). Since its IPO, Golar Partners has completed further follow-on equity offerings, such that as of December 31, 2013, our ownership interest has decreased to 41.4% (2012: 54.1%) (see note 29).

Under the provisions of the partnership agreement, the general partner irrevocably delegated the authority to the Partnership's board of directors to have the power to oversee and direct the operations of, manage and determine the strategies and policies of the Partnership. During the period from the IPO in April 2011 until the time of Golar Partners' first AGM on December 13, 2012, we retained the sole power to appoint, remove and replace all members of Golar Partners' board of directors. From the first Golar Partners' Annual General Meeting ("AGM"), the majority of the board members became electable by the common unitholders and accordingly, from this date, we no longer retain the power to control the board of Golar Partners. As a result, from December 13, 2012, Golar Partners has been considered as an affiliate entity and not as our controlled subsidiary (see note 5).

2. ACCOUNTING POLICIES

Basis of accounting

The financial statements are prepared in accordance with accounting principles generally accepted in the United States of America.  

Principles of consolidation

Investments in companies in which we directly or indirectly hold more than 50% of the voting control are consolidated in the financial statements, as well as certain variable interest entities in which the Company is deemed to be subject to a majority of the risk of loss from the variable interest entity's activities or entitled to receive a majority of the entity's residual returns, or both. All inter-company balances and transactions are eliminated. The non-controlling interests of subsidiaries were included in the Consolidated Balance Sheets and Statements of Operations as "Non-controlling interests".

F-9

A variable interest entity, or VIE, is defined by the accounting standard as a legal entity where either (a) equity interest holders as a group lack the characteristics of a controlling financial interest, including decision making ability and an interest in the entity's residual risks and rewards, or (b) the equity holders have not provided sufficient equity investment to permit the entity to finance its activities without additional subordinated financial support, or (c) the voting rights of some investors are not proportional to their obligations to absorb the expected losses of the entity, their rights to receive the expected residual returns of the entity, or both and substantially all of the entity's activities either involve or are conducted on behalf of an investor that has disproportionately few voting rights. A party that is a variable interest holder is required to consolidate a VIE if the holder has both (a) the power to direct the activities that most significantly impact the entity's economic performance and (b) the obligation to absorb losses that could potentially be significant to the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE.

Business combinations of subsidiaries are accounted for under the acquisition method.  On acquisition, the identifiable assets, liabilities and contingent liabilities of a subsidiary are measured at their fair values at the date of acquisition.  Any excess of the cost of acquisition over the fair values of the identifiable net assets acquired is recognized as goodwill.  Any deficiency of the cost of acquisition below the fair values of the identifiable net assets acquired (i.e. bargain purchase) is credited to the statement of operations in the period of acquisition.  The consideration transferred for an acquisition is measured at fair value of the consideration given.  Acquisition related costs are expensed as incurred.  Identifiable assets acquired and liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. The results of subsidiary undertakings are included from the date of acquisition.

Investments in affiliates

Affiliates are entities over which we generally have between 20% and 50% of the voting rights, or over which we have significant influence, but over which we do not exercise control, or have the power to control the financial and operational policies. Investments in these entities are accounted for by the equity method of accounting. This also extends to entities in which we hold a majority ownership interest, but we do not control, due to the participating rights of non-controlling interests. Under this method, we record an investment in the common stock (or “in-substance common stock”) of an affiliate at cost (or fair value if a consequence of deconsolidation), and adjust the carrying amount for our share of the earnings or losses of the affiliate subsequent to the date of the investment and report the recognized earnings or losses in income. Dividends received from an affiliate in connection with their common stock interest reduce the carrying amount of the investment. The excess, if any, of the purchase price over book value of our investments in equity method affiliates is included in the consolidated balance sheet as "Investment in Affiliates". When our share of losses in an affiliate equals or exceeds its interest, we do not recognize further losses, unless the Company has incurred obligations or made payments on behalf of the affiliate. See note 14 for list of entities accounted for under the equity method.

We recognize gains and losses in earnings for the issuance of shares by our affiliates, provided that the issuance of such shares qualifies as a sale of such shares. No gains and losses are recognized upon the issuance of common units of Golar Partners to third parties as the equity method of accounting is only applied to our holding in the subordinated units of Golar Partners.

Revenue and expense recognition

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

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

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

F-10

Under time charters, voyage expenses are generally paid by our customers.  Voyage related expenses, principally fuel, may also be incurred when positioning or repositioning the vessel before or after the period of time charter and during periods when the vessel is not under charter or is offhire, for example when the vessel is undergoing repairs.  These expenses are recognized as incurred.

Revenue includes amounts receivable from loss of hire insurance, which is recognized on an accruals basis, to the value of $nil, $2.1 million and $0.4 million for each of the years ended December 31, 2013, 2012 and 2011, respectively.

Vessel operating expenses, which are recognized when incurred, include crewing, repairs and maintenance, insurance, stores, lube oils, communication expenses and third party management fees.

Cash and cash equivalents

We consider all demand and time deposits and highly liquid investments with original maturities of three months or less to be equivalent to cash.

Restricted cash and short-term investments

Restricted cash and short-term investments consist of bank deposits which may only be used to settle certain pre-arranged loan and bid bonds in respect of tenders for projects we have entered into.  We consider all short-term investments as held to maturity.  These investments are carried at amortized cost.  We place our short-term investments primarily in fixed term deposits with high credit quality financial institutions.

Inventories

Inventories, which are comprised principally of fuel, lubricating oils and ship spares, are stated at the lower of cost or market value.  Cost is determined on a first-in, first-out basis.

Newbuildings

Newbuilds are stated at cost.  All pre-delivery costs incurred during the construction of newbuilds, including purchase installments, interest, supervision and technical costs, are capitalized.  Newbuilds are not depreciated until the vessel is available for use.

Interest costs capitalized in connection with the newbuildings for the years ended December 31, 2013, 2012 and 2011 were $22.5 million, $10.3 million and $3.6 million, respectively.

Vessels and equipment

Vessels and equipment are stated at cost less accumulated depreciation.  The cost of vessels and equipment less the estimated residual value is depreciated on a straight-line basis over the assets' remaining useful economic lives.  Depreciation includes depreciation on all owned vessels and amortization of vessels accounted for as capital leases.

Refurbishment costs incurred during the period are capitalized as part of vessels and equipment and depreciated over the vessels' remaining useful economic lives.  Refurbishment costs are costs that appreciably increase the capacity, or improve the efficiency or safety of vessels and equipment. Drydocking expenditures are capitalized when incurred and amortized over the period until the next anticipated drydocking, which is generally between two and five years.  For vessels that are newly built or acquired, we have adopted the "built-in overhaul" method of accounting.  The built-in overhaul method is based on the segregation of vessel costs into those that should be depreciated over the useful life of the vessel and those that require drydocking at periodic intervals to reflect the different useful lives of the components of the assets.  The estimated cost of the drydocking component is amortized until the date of the first drydocking following acquisition, upon which the cost is capitalized and the process is repeated.

Vessel reactivation costs incurred on vessels leaving lay-up include both costs of a capital and expense nature.  The capital costs include the addition of new equipment or modifications to the vessel which enhance or increase the operational efficiency and functionality of the vessel.  These expenditures are capitalized and depreciated over the remaining useful life of the vessel.  Expenditures of a routine repairs and maintenance nature, that do not improve the operating efficiency or extend the useful lives of the vessels  are expensed as incurred as mobilization costs.

F-11

Useful lives applied in depreciation are as follows:

Vessels	40 to 50 years
Deferred drydocking expenditure	two to five years
Office equipment and fittings	three to six years

Interest costs capitalized in connection with the retrofitting of vessels into FSRUs for the years ended December 31, 2013, 2012 and 2011 were $nil, $1.8 million and $1.9 million, respectively.

Vessels under capital lease

Historically, we have leased certain vessels under agreements that were accounted for as capital leases. Obligations under capital leases were carried at the present value of future minimum lease payments.   The accounting policies relating to the asset balance, such as depreciation and drydocking expenditure followed those described under "Vessels and equipment".  Interest expense was calculated at a constant rate over the term of the lease. Certain of our capital leases were 'funded' via long term cash deposits which closely matched the lease liability.

As of December 31, 2013 and 2012, we did not lease any vessels under capital leases. Accordingly, following the deconsolidation of Golar Partners, the drydocking costs and accumulated amortization were $nil in each of the years ended December 31, 2013 and 2012.

Depreciation and amortization expense for vessels under capital leases for the years ended December 31, 2013, 2012 and 2011 was $nil, $15.8 million and $16.6 million, respectively.

Interest costs capitalized

Interest costs are expensed as incurred except for interest costs that are capitalized.  Interest is capitalized on all qualifying assets that require a period of time to get them ready for their intended use.  Qualifying assets consist of vessels under construction and includes vessels undergoing conversion into FSRUs for our own use. The interest capitalized is calculated using the rate of interest on the loan to fund the expenditure or our weighted average cost of borrowings where appropriate, over the term period from commencement of the newbuilding and conversion work until substantially all the activities necessary to prepare the assets for its intended use are complete.

Deferred credit from capital leases

Income derived from the sale of subsequently leased assets is deferred and amortized in proportion to the amortization of the leased assets. Amortization of deferred income is offset against depreciation and amortization expense in the Consolidated Statement of Operations.

Impairment of long-term assets

We continually monitor events and changes in circumstances that could indicate carrying amounts of long-term assets may not be recoverable.  When such events or changes in circumstances are present, we assess the recoverability of long-term assets by determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows.  If the total of the future cash flows is less than the carrying amount of those assets, we recognize an impairment loss based on the excess of the carrying amount over the fair value of the assets.

During 2013, we considered the softening in the LNG shipping market and the current operating losses of our vessels in lay-up as potential indicators of impairment of these three vessels. We assessed potential impairment of the three vessels we currently have in lay-up by comparing the expected discounted cash flows based on assumption that these vessels, in conjunction with our Front End Engineering Design study (FEED), will be converted and operated as FLNGVs. We compared these discounted cash flows to the respective carrying values and concluded there was no impairment of these vessels as of December 31, 2013.

F-12

Deferred charges

Costs associated with long-term financing, including debt arrangement fees, are deferred and amortized over the term of the relevant loan.  Amortization of deferred loan costs is included in "Other financial items" in the Consolidated Statement of Operations.  If a loan is repaid early, any unamortized portion of the related deferred charges is charged against income in the period in which the loan is repaid.

Trade receivables

Trade receivables are presented net of allowances for doubtful balances. At each balance sheet date, all potentially uncollectible accounts are assessed individually for purposes of determining the appropriate provision for doubtful accounts.

Investment in available-for-sale securities

We classify our existing marketable equity securities as available-for-sale. These securities are carried at fair value, with unrealized gains and losses excluded from earnings and reported directly in stockholders' equity as a component of other comprehensive income (loss) unless a gain is realized upon the sale of these units or an unrealized loss is considered "other-than-temporary," in which case it is transferred to the statement of operations. Management evaluates securities for other than temporary impairment ("OTTI") on a periodic basis. Consideration is given to (1) the length of time and the extent to which the fair value has been less than cost, (2) the financial condition and near-term prospects of the investee, and (3) the intent and ability of the Company to retain its investment in the investee for a period of time sufficient to allow for any anticipated recovery in fair value.

Cost-method investments

Cost-method investments are initially recorded at cost and reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.  

Derivatives

We use derivatives to reduce market risks associated with our operations.  We use interest rate swaps for the management of interest rate risk exposure.  The interest rate swaps effectively convert a portion of our debt from a floating to a fixed rate over the life of the transactions without an exchange of underlying principal.

We seek to reduce our exposure to fluctuations in foreign exchange rates through the use of foreign currency forward contracts.

All derivative instruments are initially recorded at cost as either assets or liabilities in the accompanying Consolidated Balance Sheet and subsequently remeasured to fair value, regardless of the purpose or intent for holding the derivative.  Where the fair value of a derivative instrument is a net liability, the derivative instrument is classified in "Other current liabilities" in the Consolidated Balance Sheet.  Where the fair value of a derivative instrument is a net asset, the derivative instrument is classified in "Other non-current assets" in the Consolidated Balance Sheet, except if the current portion is a liability, in which case the current portion is included in "Other current liabilities."  The method of recognizing the resulting gain or loss is dependent on whether the derivative contract is designed to hedge a specific risk and also qualifies for hedge accounting.  The Company hedge accounts for certain of its interest rate swap arrangements designated as cash flow hedges.  For derivative instruments that are not designated or do not qualify as hedges under the guidance, the changes in fair value of the derivative financial instrument are recognized each period in current earnings in "Other financial items".

When a derivative is designated as a cash flow hedge, we formally document the relationship between the derivative and the hedged item.  This documentation includes the strategy risk and risk management for undertaking the hedge and the method that will be used to assess effectiveness of the hedge.  If the derivative is an effective hedge, changes in the fair value are initially recorded as a component of accumulated other comprehensive income in equity.  The ineffective portion of the hedge is recognized immediately in earnings, as are any gains or losses on the derivative that are excluded from the assessment of hedge effectiveness.  We do not apply hedge accounting if we determine that the hedge was not effective or will no longer be effective, the derivative was sold or exercised, or the hedged item was sold or repaid.

F-13

In the periods when the hedged items affect earnings, the associated fair value changes on the hedged derivatives are transferred from equity to the corresponding earnings line item on the settlement of a derivative.  The ineffective portion of the change in fair value of the derivative financial instrument is immediately recognized in earnings.  If a cash flow hedge is terminated and the originally hedged item is still considered probable of occurring, the gains and losses initially recognized in equity remain there until the hedged item impacts earnings at which point they are transferred to the corresponding earnings line item (i.e. interest expense).  If the hedged items are no longer probable of occurring, amounts recognized in  equity are immediately reclassified to earnings.

Cash flows from derivative instruments that are accounted for as cash flow hedges are classified in the same category as the cash flows from the items being hedged. Cashflows from economic hedges are classified in the same category from the items subject to the economic hedging relationship.

LNG trading

We trade in physical cargoes, futures, swaps and options, all of which are traded on and recognized in liquid markets. Purchases and sales are recognized on the trade date. Open trading positions are stated at fair value based on closing market price on the balance sheet date. The market values of open positions are shown in debtors if positive or creditors if negative. Realized and unrealized gains and losses are recognized in current earnings in "Other operating gains and losses". The gross transaction value of energy trading contracts that were physically settled for the years ending December 31, 2013, 2012 and 2011, was $nil, $nil and $2.0 million profit, respectively.

Contracts to buy and sell physical cargoes for future delivery settled on the bill of lading date are recognized at their fair value at the balance sheet date.

Foreign currencies

Our functional currency is the U.S. dollar as the majority of the revenues are received in U.S. dollars and a majority of our expenditures are made in U.S. dollars.  Our reporting currency is U.S. dollars.

Transactions in foreign currencies during the year are translated into U.S. dollars at the rates of exchange in effect at the date of the transaction.  Foreign currency monetary assets and liabilities are translated using rates of exchange at the balance sheet date.  Foreign currency non-monetary assets and liabilities are translated using historical rates of exchange.  Foreign currency transaction and translation gains or losses are included in the Consolidated Statements of Operations.

Provisions

In the ordinary course of business, we are subject to various claims, suits and complaints. Management, in consultation with internal and external advisers, will provide for a contingent loss in the financial statements if the contingency had occurred at the date of the financial statements and the likelihood of loss was probable and the amount can be reasonably estimated. If we determine that the reasonable estimate of the loss is a range and there is no best estimate within the range, we will provide the lower amount within the range. See note 35, "Other Commitments and Contingencies" for further discussion.

Fair value measurements

We account for fair value measurement in accordance with the Accounting Standards Codification ("ASC") guidance using fair value to measure assets and liabilities. The guidance provides a single definition of fair value, together with a framework for measuring it, and requires additional disclosure about the use of fair value to measure assets and liabilities.

Stock-based compensation

In accordance with the guidance on "Share Based Payment", we are required to expense the fair value of stock options issued to employees over the period the options vest.  We amortize stock-based compensation for awards on a straight-line basis over the period during which the employee is required to provide service in exchange for the reward - the requisite service (vesting) period.  No compensation cost is recognized for stock options for which employees do not render the requisite service.  The fair value of employee share options is estimated using the Black-Scholes option-pricing model.

F-14

Earnings per share

Basic earnings per share ("EPS") is computed based on the income available to common stockholders and the weighted average number of shares outstanding for basic EPS.  Treasury shares are not included in the calculation.  Diluted EPS includes the effect of the assumed conversion of potentially dilutive instruments.  Such potentially dilutive common shares are excluded when the effect would be to increase earnings per share or reduce a loss per share.

Pensions

Defined benefit pension costs, assets and liabilities requires adjustment of the significant actuarial assumptions annually to reflect current market and economic conditions.  Our accounting policy states that full recognition of the funded status of defined benefit pension plans is to be included within our balance sheet. The pension benefit obligation is calculated by using a projected unit credit method.

Defined contribution pension costs represent the contributions payable to the scheme in respect of the accounting period and are recorded in the Consolidated Statement of Operations.

Operating leases

Initial direct costs (those directly related to the negotiation and consummation of the lease) are deferred and allocated to earnings over the lease term.  Rental income and expense are amortized over the lease term on a straight-line basis.

Income taxes

Income taxes are based on a separate return basis.  The guidance on "Accounting for Income Taxes" prescribes a recognition threshold and measurement attributes for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return.

Deferred tax assets and liabilities are recognized principally for the expected tax consequences of temporary differences between the tax bases of assets and liabilities and their reported amounts.  Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized.  Realization of the deferred income tax asset is dependent on generating sufficient taxable income in future years.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset is realized or the liability is settled, based on the tax rates and tax laws that have been enacted or substantively enacted at the balance sheet date. Income tax relating to items recognized directly in the statement of comprehensive income is recognized in the statement of changes in equity and not in the statement of operations.

Gain on issuance of shares by subsidiaries

We recognize a gain or loss when a subsidiary issues its stock to third parties at a price per share in excess or below its carrying value resulting in a reduction in our ownership interest in the subsidiary.  The gain or loss is recorded in the line "Additional paid-in capital".

Gain on disposal of a subsidiary to Golar Partners

We recognize a gain upon disposal of a subsidiary to Golar Partners at the time of sale and defers an element of the gain based on our holding in the subordinated units in Golar Partners measured at the date of dropdown. The gain is deferred under "Other long-term liabilities" and released to income over the remaining useful life of the vessel or until it is sold.

Segment reporting

A segment is a distinguishable component of the business that is engaged in business activities from which we earn revenues and incur expenses whose operating results are regularly reviewed by the chief operating decision maker, and which are subject to risks and rewards that are different from those of other segments. We have identified two reportable industry segments: vessel operations and LNG trading.

F-15

Treasury shares

Treasury shares are recognized as a separate component of equity at cost.  Upon subsequent disposal of treasury shares, any consideration is recognized directly in equity.

Convertible bonds

In accordance with ASC 470-20 "Debt with conversion and other options", we account for debt instruments with convertible features in accordance with the details and substance of the instruments at the time of their issuance. For convertible debt instruments issued at a substantial premium to equivalent instruments without conversion features, or those that may be settled in cash upon conversion, it is presumed that the premium or cash conversion option represents an equity component.

Accordingly, we determine the carrying amounts of the liability and equity components of such convertible debt instruments by first determining the carrying amount of the liability component by measuring the fair value of a similar liability that does not have an equity component. The carrying amount of the equity component representing the embedded conversion option is then determined by deducting the fair value of the liability component from the total proceeds from the issue. The resulting equity component is recorded, with a corresponding offset to debt discount which is subsequently  amortized to interest cost using the effective interest method over the period the debt is expected to be outstanding as an additional non-cash interest expense. Transaction costs associated with the instrument are allocated pro-rata between the debt and equity components.

For conventional convertible bonds which do not have a cash conversion option or where no substantial premium is received on issuance, it may not be appropriate to split the bond into the liability and equity components.

Guarantees

Guarantees issued by us, excluding those that are guaranteeing our own performance, are recognized at fair value at the time that the guarantees are issued, or upon the deconsolidation of a subsidiary, as in the case of Golar Partners (see note 5) and reported in "other long-term liabilities." A liability for the fair value of the obligation undertaken in issuing the guarantee is recognized.  If it becomes probable that we will have to perform under a guarantee, we will recognize an additional liability if the amount of the loss can be reasonably estimated. The recognition of fair value is not required for certain guarantees such as the parent's guarantee of a subsidiary's debt to a third party. For those guarantees excluded from the above guidance requiring the fair value recognition provision of the liability, financial statement disclosures of such items are made.

Use of estimates

The preparation of financial statements in accordance with U.S. GAAP requires that management make estimates and assumptions affecting the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

F-16

3. SUBSIDIARIES

The following table lists our significant subsidiaries and their purpose as at December 31, 2013. Unless otherwise indicated, we own a 100% controlling interest in each of the following subsidiaries.

Name	Jurisdiction of Incorporation	Purpose
Golar LNG 1460 Corporation	Marshall Islands	Owns Golar Viking
Golar LNG 2216 Corporation	Marshall Islands	Owns Golar Arctic
Golar Management  Limited	United Kingdom	Management company
Golar GP LLC – Limited Liability Company	Marshall Islands	Holding company
Golar LNG Energy Limited	Bermuda	Holding  company
Golar Gimi Limited	Marshall Islands	Owns Gimi
Golar Hilli Limited	Marshall Islands	Owns Hilli
Bluewater Gandria N.V.	Netherlands	Owns and Operates Golar Gandria
Golar Hull M2021 Corporation	Marshall Islands	Owns Hull 2021 (Golar Seal)
Golar Hull M2022 Corporation	Marshall Islands	Owns Hull 2022 (Golar Crystal)
Golar Hull M2023 Corporation	Marshall Islands	Owns Hull 2023 (Golar Penguin)
Golar Hull M2024 Corporation	Marshall Islands	Owns Hull 2024 (Golar Eskimo)
Golar Hull M2026 Corporation	Marshall Islands	Owns Hull 2026 (Golar Celsius)
Golar Hull M2027 Corporation	Marshall Islands	Owns Hull 2027 (Golar Bear)
Golar Hull M2031 Corporation	Marshall Islands	Owns Hull 2031 (Golar Igloo)
Golar Hull M2047 Corporation	Marshall Islands	Owns Hull 2047 (Golar Snow)
Golar Hull M2048 Corporation	Marshall Islands	Owns Hull 2048 (Golar Ice)
Golar LNG NB10 Corporation	Marshall Islands	Owns Hull S658 (Golar Glacier)
Golar LNG NB11 Corporation	Marshall Islands	Owns Hull S659 (Golar Kelvin)
Golar LNG NB12 Corporation	Marshall Islands	Owns Hull 2055 (Golar Frost)
Golar LNG NB13 Corporation	Marshall Islands	Owns Hull 2056 (Golar Tundra)

4. RECENTLY ISSUED ACCOUNTING STANDARDS

Adoption of new accounting standards

In December 2011, the Financial Accounting Standards Board ("FASB") amended guidance on disclosures about offsetting assets and liabilities. The amendments require an entity to disclose information about offsetting and related arrangements to enable users of its financial statements to understand the effect of those arrangements on its financial position. The amendments will enhance disclosures required by U.S. GAAP by requiring improved information about financial instruments and derivative instruments that are either offset or subject to an enforceable master netting arrangement or similar agreement, irrespective of whether they are offset in accordance with U.S. GAAP. This information will enable users of an entity's financial statements to evaluate the effect or potential effect of netting arrangements on an entity's financial position, including the effect or potential effect of netting arrangements on an entity's financial position, including the effect or potential effect of rights of set-off associated with certain financial instruments and derivative instruments in the scope of this update. The amendments were required for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods. An entity should provide the disclosures required by those amendments retrospectively for all comparative periods presented. The amendment resulted in additional disclosures in our consolidated financial statements included herein.

In July 2012, the FASB amended disclosure requirements relating to testing indefinite-lived intangible assets for impairment. The amendments no longer require entities to disclose the quantitative information about significant unobservable inputs used in fair value measurements categorized within Level 3 of the fair value hierarchy that relate to the financial accounting and reporting for an indefinite-lived intangible asset after its initial recognition. The amendment is effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012. Early adoption is permitted. The amendment did not have a material impact on our consolidated financial statements.

F-17

In October 2012, the FASB amended several disclosure requirements of the FASB Accounting Standards Codification relating to investments, consolidation, accounting changes and error corrections, inventory, retirement benefits for defined benefit plans, financial instruments and balance sheet. The amendments are effective for fiscal periods beginning after December 15, 2012. The amendment did not have a material impact on our consolidated financial statements.

In February 2013, further guidance was provided relating to the reporting of the effects on net income of significant amounts reclassified out of each component of accumulated other comprehensive income. Under the updated guidance, the effects on net income of significant amounts reclassified out of each component of accumulated other comprehensive income shall be shown, in one location, either on the face of the statement where net income is presented or as a separate disclosure in the notes to the financial statements. The amendment resulted in additional disclosures in our consolidated financial statements included herein.

In July 2013, the FASB amended ASC Topic 815 permitting the Fed Funds Effective Swap Rate to be used as a U.S. benchmark interest rate for hedge accounting purposes, in addition to U.S. Treasury interest rates and the London Interbank Offered Rate. The amendments also remove the restriction on using different benchmark rates for similar hedges. The amendments shall be applied prospectively for qualifying new or redesignated hedging relationships entered into on or after July 17, 2013. The Company did not enter into any qualifying new or redesignated hedging relationships after July 17, 2013 up to the date of these consolidated financial statements and the adoption of this guidance did not have a material effect in our consolidated financial statements.

New accounting standards not yet adopted

In February 2013, the FASB issued guidance for the recognition, measurement and disclosure of obligations resulting from joint and several liability arrangements for which the total amount of the obligation is fixed at the reporting date, including debt arrangements, other contractual obligations and settled litigation and judicial rulings. The guidance requires an entity to measure obligations resulting from joint and several liability arrangements for which the total amount of the obligation within the scope of this guidance is fixed at the reporting date, as the sum of (a) the amount the reporting entity agreed to pay on the basis of its arrangement among its co-obligors and (b) any additional amount the reporting entity expects to pay on behalf of its co-obligors. The guidance also requires an entity to disclose the nature and amount of the obligation as well as other information about those obligations. The amendments are effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. We are evaluating the impact of the adoption of this amended guidance in the financial statements.

In July 2013, the FASB issued guidance for the presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists to provide guidance on the presentation of unrecognized tax benefits. The guidance requires an entity to present an unrecognized tax benefit, or a portion of an unrecognized tax benefit, in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward, to the extent a net operating loss carryforward, a similar tax loss, or a tax credit carryforward is not available at the reporting date under the tax law of the applicable jurisdiction to settle any additional income taxes that would result from the disallowance of a tax position or the tax law of the applicable jurisdiction does not require the entity to use, and the entity does not intend to use, the deferred tax asset for such purpose, the unrecognized tax benefit should be presented in the financial statements as a liability and should not be combined with deferred tax assets. The amendments are effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. We are evaluating the impact of the adoption of this amended guidance in the financial statements.

5. DECONSOLIDATION OF GOLAR PARTNERS

Under the provisions of the partnership agreement, the general partner irrevocably delegated the authority to the Partnership's board of directors to have the power to oversee and direct the operations of, manage and determine the strategies and policies of Golar Partners. During the period from Golar Partner's IPO in April 2011 until the time of its first AGM on December 13, 2012, Golar retained the sole power to appoint, remove and replace all members of Golar Partner's board of directors. From the first AGM, majority of the board members became electable by the common unitholders and accordingly, from this date we no longer retain the power to control the board of directors. As a result, from December 13, 2012, Golar Partners has been considered as an affiliate entity and not as our controlled subsidiary.

On December 13, 2012, based on the equity method, we recorded an investment in Golar Partners of $362.8 million, which represents the fair value of our subordinated units (in-substance common stock) held on the deconsolidation date. On the same date, we calculated a gain on loss of control of $854.0 million. The gain on loss of control is calculated as follows:

F-18

(in thousands of $)	As of deconsolidation date (December 13, 2012)
Fair value of investment in Golar Partners (a)	900,926
Carrying value of the non-controlling interest in Golar Partners	179,285
Subtotal	1,080,211
Less:
Carrying value of Golar Partner's net assets	238,409
Guarantees issued to Golar Partners (c)	23,266
Accumulated other comprehensive loss relating to Golar Partners (d)	8,989
Deferred tax benefit on intra-group transfers of long-term assets (f)	(44,449	)
Gain on loss of control of Golar Partners	853,996

(a)    Fair value of investment in Golar Partners

Our residual interest in Golar Partners as of December 13, 2012 comprised of the following:

(in thousands of $)	As of December 13, 2012
Common units (i)	346,950
General Partner units and Incentive Distribution Rights ("IDRs") (ii)	191,177
Subordinated units (iii)	362,799
	900,926

As of December 31, 2013, the carrying value of our total investment in Golar Partners is $809.0 million (2012: $906.1 million).

(i) Common units (available-for-sale securities)

As of December 13, 2012, we held 11.8 million common units representing 32.6% of the common units in issue, as a class. Our holding in the voting common units of Golar Partners have been accounted for under the guidance for available-for-sale securities on the basis that during the subordination period the common units have preferential dividend and liquidation rights. Accordingly, these securities are carried at fair value and any unrealized gains and losses on these securities are reflected directly in equity unless a gain is realized upon sale of these units or an unrealized loss is considered "other-than-temporary", in which case it is transferred to the statement of operations. Dividends received from its common units in Golar Partners during the subordination period will be recorded in the consolidated statement of operations in the line item "Dividend income".

(ii) General Partner units and IDRs

Our 2% general partner interest and 100% of the incentive distribution rights (IDRs) in Golar Partners have been accounted for as cost-method investments on the basis that the general partner interests have preferential liquidation and dividend rights during the subordination period.  

Our interest in the general partner units have been recorded at their fair value as of December 13, 2012, based on the share price of the publicly traded common units of Golar Partners but adjusted for restrictions over their transferability and reduction in voting rights. The fair value of the IDRs as of December 13, 2012 was determined using a Monte Carlo simulation method. This simulation was performed within the Black Scholes option pricing model then solved via an iterative process by applying the Newton-Raphson method for the fair value of the IDRs, such that the price of a unit output by the Monte Carlo simulation equalled the price observed in the market. The method took into account the historical volatility, dividend yield as well as the share price of the units as of the deconsolidation date.

F-19

(iii) Subordinated units

As of December 13, 2012, we held 15.9 million units representing 100% of the subordinated units. Our holding in the subordinated units of Golar Partners have been accounted for under the equity method on the basis that the subordinated units are considered to be, in-substance, common stock for accounting purposes. The fair value on December 13, 2012, was determined based on the quoted market price of the listed common units as of the deconsolidation date but discounted principally for their non-tradability and subordinated dividend and liquidation rights during the subordination period. The subordination period will end on the satisfaction of various tests as prescribed in the Partnership Agreement, but will not end before March 31, 2016, except with our removal as the general partner. Upon the expiration of the subordination period, the subordinated units will convert into common units subject to passing certain conditions.

(b)    Accounting for basis difference

The investment in Golar Partners recorded under the equity method included our share of the basis difference between the fair value and the underlying book value of Golar Partners' assets at the deconsolidation date.

(in thousands of $)	Book value	Fair value	Basis difference	Golar's share of the basis difference
	100%	100%	100%	24.8%*
Vessels and equipment and vessels under capital leases (i)	1,192,779	1,687,162	494,383	122,591
Charter agreements (ii)	—	508,631	508,631	126,124
Goodwill (iii)	—	445,100	445,100	110,371
	1,192,779	2,640,893	1,448,114	359,086

*Our share of the basis difference is with reference to our holding in the subordinated units only.

The basis difference has been accounted for as follows:

(i) The basis difference assigned to vessels and equipment is being depreciated over the remaining estimated useful lives of the vessels and is recorded as a component of "Equity in net earnings (losses) of affiliates".

(ii) The basis difference relating to the charter agreements is being amortized over the remaining term of the charters and is recorded as a component of "Equity in net earnings (losses) of affiliates".

(iii) For the assigned goodwill, we will recognize our share of any impairment charge recorded by Golar Partners and consider the effect, if any, of the impairment on the assigned goodwill.

(c)    Guarantees

In accordance with ASC 460, the guarantees we issued in respect of Golar Partners and its subsidiaries were fair valued as of the deconsolidation date of December 13, 2012. As of December 13, 2012, the fair value of the guarantees amounted to a liability of $23.3 million which is recorded in "Other long-term liabilities" and comprised of the following items:

(in thousands of $)	As of December 13, 2012
Debt guarantees	4,548
Golar Grand Option	7,217
Methane Princess tax lease indemnity	11,500
	23,265

F-20

The debt guarantees we issued to third party banks were in respect of certain secured debt facilities relating to Golar Partners and its subsidiaries. The liability is being amortized over the remaining term of the respective debt facilities with the credit being recognized in "Other financial items".

The Golar Grand Option was issued in connection with the disposal of the Golar Grand to Golar Partners in November 2012. The fair value of the Golar Grand Option was determined by discounting the difference between the guaranteed charter rate per the Option agreement less the estimated market rate at the end of the initial lease term (See note 33(d)).

The Methane Princess tax lease indemnity of $11.5 million is based on the termination sum as of December 13, 2012, less the associated security deposit, but factoring in the timing and likelihood of an early termination (see note 33).

The carrying value of these guarantees as of December 31, 2013 and 2012 was $22.4 million and $23.3 million, respectively (see note 27).

(d)     Golar Partners' accumulated other comprehensive income

The accumulated other comprehensive loss of $9.0 million in relation to Golar Partners was released to the consolidated statement of operations on deconsolidation.

(e)     Deconsolidation-related expenses

Deconsolidation related expenses amounting to $0.4 million were included in administrative expenses in the consolidated statement of operations for the year ended December 31, 2012.

(f)    Deferred tax benefits on intra-group transfers of long-term assets

The deferred tax benefits on intra-group transfers of long-term assets amounting to $44.4 million arose from transactions between controlled entities in respect of vessels owned by Golar Partners: the Golar Freeze, the Golar Spirit and the NR Satu. Upon the deconsolidation of Golar Partners, the unamortized balance of $44.4 million was released and recognized as part of the gain on loss of control.

6. DISPOSAL OF A SUBSIDIARY

In February 2013, we sold our interest in the company that owns and operates the Golar Maria to Golar Partners.

(in thousands of $)	Golar Maria
Cash consideration received (1)	127,900
Carrying value of the assets sold to Golar Partners	(45,630	)
Gain on disposal	82,270
Deferred gain on sale (note 27)	(17,114	)
Gain recognized on sale of Golar Maria	65,156

The gain from the sale of the Golar Maria was $82.3 million of which $65.2 million had been recognized at the time of the sale in the Consolidated Statements of Operation under "Gain on disposal of Golar Maria (including amortization of deferred gain)". The remaining $17.1 million which represents profit based on our holding in the subordinated units in Golar Partners measured as of the date of the dropdown has been deferred under "Other long-term liabilities" (see note 27) and is being released to income over the remaining useful life of the vessel or until it is sold. As of December 31, 2013, the unamortized portion of the gain is $16.7 million.

(1) The cash consideration comprised of $215.0 million for the vessel less the assumed bank debt and interest rate swap liability $89.5 million and $3.1 million, respectively, plus purchase price adjustments of $5.5 million.

7. BUSINESS COMBINATION

On January 18, 2012, we acquired the remaining 50% equity interest in our joint venture, Bluewater Gandria, which owns the LNG carrier, the Golar Gandria for $19.5 million. Bluewater Gandria is a company pursuing opportunities to develop offshore LNG FSRU projects. Since the Golar Gandria’s acquisition, although it was initially reactivated, it was then subsequently placed into lay-up again in April 2013. The vessel is earmarked for conversion to a floating liquefied natural gas vessel ("FLNGV").

F-21

Details of the purchase consideration, the net assets acquired and goodwill are as follows:

(in thousands of $)			January 18, 2012
Fair value of previously held 50% equity interest (a)			19,500
Purchase consideration - cash			19,500
Total assumed acquisition consideration			39,000
Less: Fair value of net assets acquired:
Vessel and equipment, net	40,000
Inventories	931
Cash	62
Prepayments	40
Other liabilities	(100	)
Subtotal			(40,933	)
Gain on bargain purchase of Bluewater Gandria			(1,933	)

The impact on the statement of operations of the acquisition of Bluewater Gandria is as follows:

(in thousands of $)
Gain on remeasurement (a)	2,356
Gain on bargain	1,933
Less: Acquisition related costs	(205	)
Total gain on acquisition of Bluewater Gandria	4,084

As a result of acquiring the remaining 50% equity interest, we recognized a gain on bargain purchase of the Bluewater Gandria as the cost of acquisition is less than the fair value of the net assets of the subsidiary acquired. We performed an assessment of the fair values of the assets acquired, liabilities assumed and consideration transferred. The assessment confirmed our gain on bargain purchase.

a)    Remeasurement of equity investment in Bluewater Gandria

On January 18, 2012, we remeasured our previously held 50% equity interest in Bluewater Gandria to its fair value as set forth in the table below:

(in thousands of $)	Equity investment in Bluewater Gandria
Fair value of previously held 50% equity interest	19,500
Less: Carrying value at acquisition date	(17,144	)
Gain on remeasurement of equity interest	2,356

The fair value of our previously held investment in Bluewater Gandria was assumed to be equal to the purchase price of $19.5 million paid to Bluewater in respect of our 50% share in the joint venture.

b)    Revenue and profit contributions

Since the acquisition date, the business has contributed revenues of $nil and a net loss of $14.6 million to our results for the period from January 18, 2012 to December 31, 2012. Had Bluewater Gandria been consolidated from January 1, 2012, it would have contributed revenues of $nil and a net loss of $15.3 million.

Bluewater Gandria’s statement of operations presented a net loss of $0.7 million for the year ended December 31, 2011. This comprised mainly of general and administrative expenses and other minimal operating expenses. This was principally due to the vessel being in lay-up throughout 2011. As a result, we have evaluated that had the business combination been consummated as of January 1, 2011, Bluewater Gandria's pro forma revenue and net income effect for the year ended December 31, 2011 would be immaterial and thus has not been presented here.

8. SEGMENTAL INFORMATION

We own and operate LNG carriers and operate FSRUs and provide these services under time charters under varying periods, and trades in physical and future LNG contracts. Our reportable segments consist of the primary services it provides. Although our segments are generally influenced by the same economic factors, each represents a distinct product in the LNG industry. There have not been any intersegment sales during the periods presented. Segment results are evaluated based on net income. The accounting principles for the segments are the same as for our consolidated financial statements. Indirect general and administrative expenses are allocated to each segment based on estimated use.

The split of the organization of the business into two segments was based on differences in management structure and reporting, economic characteristics, customer base, asset class and contract structure. As of December 31, 2013, we operate in the following two segments:

• Vessel Operations – We own and subsequently charter out LNG carriers on fixed terms to customers.

• LNG Trading – Provides physical and financial risk management in LNG and gas markets for its customers around the world. Activities include structured services to outside customers, arbitrage service as well as proprietary trading.

The LNG trading operations meets the definition of an operating segment as the business is a financial trading business and its financial results are reported directly to the chief operating decision maker. The LNG trading segment is a distinguishable component of the business from which we earn revenues and incur expenses and whose operating results are regularly reviewed by the chief operating decision maker, and which is subject to risks and rewards different from the vessel operations segment.

(in thousands of $)	2013						2012						2011
	Vessel operations		LNG Trading		Total		Vessel operations		LNG Trading		Total		Vessel operations		LNG Trading		Total
Time charter revenues	90,558		—		90,558		409,593		—		409,593		299,848		—		299,848
Vessel and other management fees	9,270		—		9,270		752		—		752		—		—		—
Vessel and voyage operating expenses	(58,009	)	—		(58,009	)	(96,525	)	—		(96,525	)	(68,914	)	—		(68,914	)
Administrative expenses	(22,816	)	(136	)	(22,952	)	(23,973	)	(1,040	)	(25,013	)	(26,988	)	(6,691	)	(33,679	)
Impairment of long-term assets	(500	)	—		(500	)	(500	)	—		(500	)	(500	)	—		(500	)
Depreciation and amortization	(36,562	)	(309	)	(36,871	)	(85,187	)	(337	)	(85,524	)	(69,814	)	(472	)	(70,286	)
Other operating gains and losses	—		—		—		—		(27	)	(27	)	—		(5,438	)	(5,438	)
Gain on disposal of Golar Maria  (including amortization of deferred gain)	65,619		—		65,619		—		—		—		—		—		—
Operating income (loss)	47,560		(445	)	47,115		204,160		(1,404	)	202,756		133,632		(12,601	)	121,031
Other non-operating income (loss)	27,605		—		27,605		858,080		(151	)	857,929		541		—		541
Net financial income (expenses)	41,768		—		41,768		(42,864	)	(4	)	(42,868	)	(52,593	)	(509	)	(53,102	)
Income taxes	3,404		—		3,404		(2,765	)	—		(2,765	)	1,705		—		1,705
Equity in net earnings (losses) of affiliates	15,821		—		15,821		(609	)	—		(609	)	(1,900	)	—		(1,900	)
Net income (loss)	136,158		(445	)	135,713		1,016,002		(1,559	)	1,014,443		81,385		(13,110	)	68,275
Non-controlling interests	—		—		—		(43,140	)	—		(43,140	)	(21,625	)	—		(21,625	)
Net income attributable to Golar LNG Ltd	136,158		(445	)	135,713		972,862		(1,559	)	971,303		59,760		(13,110	)	46,650
Total assets	2,664,953		268		2,665,221		2,413,564		835		2,414,399		2,230,006		2,628		2,232,634
Investment in affiliates	350,918		—		350,918		367,656		—		367,656		22,529		—		22,529
Capital Expenditures	734,155		—		734,155		342,987		—		342,987		289,182		—		289,182

F-22

Revenues from external customers

During December 31, 2013, our vessels operated under time charters with four main charterers: Gdf Suez, a major Japanese trading company, Eni S.p.A and the BG Group. Prior to the deconsolidation of Golar Partners in December 2012, during December 31, 2012 and 2011, the vast majority of our vessel operations operated under time charters with seven main charterers: Petrobras, Dubai Supply Authority, Pertamina, Qatar Gas Transport Company, BG Group plc, Shell and PT Nusantara Regas. Gdf Suez is a power, natural gas and energy services company headquartered in France. Eni S.pA is an Italian integrated energy company. Petrobras is a Brazilian energy company.  Dubai Supply Authority is a government entity which is the sole supplier of natural gas to the Emirates. Pertamina is the state-owned oil and gas company of Indonesia. Qatar Gas Transport Company is a Qatari-listed shipping company established by the State of Qatar.  Both BG Group Plc and Shell are headquartered in the United Kingdom. PT Nusantara Regas is a joint venture company of Pertamina and Perusahaan Gas Negara, an Indonesian company engaged in the transport and distribution of natural gas in Indonesia.

In time charters, the charterer, not the Company, controls the choice of which routes our vessel will serve. These routes can be worldwide as determined by the charterers, except for the FSRUs, which operate at specific locations where the charterers are based.  Accordingly, our management, including the chief operating decision maker, do not evaluate our performance either according to customer or geographical region.

In the years ended December 31, 2013, 2012 and 2011, revenues from the following customers accounted for over 10% of our consolidated time charter revenues:

(in thousands of $)	2013			2012			2011
Gdf Suez Gas	10,015	11	%	22,326	5	%	4,931	2	%
Major Japanese trading Company	47,744	53	%	38,992	9	%	—	—	%
Eni Spa	8,912	10	%	2,480	1	%	—	—	%
Petrobras*	—	—	%	90,321	22	%	93,741	31	%
Dubai Supply Authority*	—	—	%	45,951	11	%	47,054	16	%
Pertamina*	—	—	%	35,455	9	%	37,829	13	%
Qatar Gas Transport Company*	—	—	%	23,006	6	%	35,461	12	%
BG Group plc*	13,114	14	%	96,179	23	%	25,101	8	%
PT Nusantara Regas*	—	—	%	38,789	9	%	—	—

Geographical segment data

The following geographical data presents our revenues with respect only to our FSRUs, operating under long-term charters, at specific locations. LNG vessels operate on a worldwide basis and are not restricted to specific locations.

Revenues (in thousands of $)	2013	2012	2011
Brazil*	—	90,321	93,741
United Arab Emirates*	—	45,951	47,054
Indonesia*	—	38,789	—

* A substantial portion of these revenues for the years ended December 31, 2012 and 2011 pertain to vessels owned by Golar Partners and its subsidiaries which were deconsolidated from December 13, 2012.

We have not presented geographical data of our fixed assets, as we did not own any FSRUs as of December 31, 2013 and 2012.

F-23

9. IMPAIRMENT OF LONG-TERM ASSETS

Impairment of long-term assets as at December 31, 2013, 2012 and 2011 are as follows:

(in thousands of $)	2013	2012	2011
FSRU conversion parts (see note 23)	500	500	500

We continually monitor events and changes in circumstances that could indicate carrying amounts of long-term assets may not be recoverable.

The impairment charge arising on the FSRU conversion parts of $0.5 million for each of the years ended December 31, 2013, 2012 and 2011, refers to the unutilized parts originally ordered for the Golar Spirit FSRU retrofitting following changes to the original project specification. These assets are classified within our Vessel Operations segment.  

F-24

10. OTHER FINANCIAL ITEMS, NET

(in thousands of $)	2013		2012		2011
Mark-to-market adjustment for interest rate swap derivatives (see note 32)	56,461		1,223		(10,057	)
Interest rate swap cash settlements (see note 32)	(10,626	)	(12,258	)	(14,201	)
Mark-to-market adjustment for foreign currency derivatives (see note 32)	719		6,485		(1,417	)
Foreign exchange (loss) gain on capital lease obligations and related restricted cash, net	—		(5,645	)	182
Financing arrangement fees and other costs	(5,632	)	(1,766	)	(930	)
Amortization of deferred financing costs and debt guarantee	(1,120	)	(1,900	)	(1,484	)
Foreign exchange (loss) gain on operations	(1,583	)	94		(945	)
Other	—		4		(234	)
	38,219		(13,763	)	(29,086	)

Financing arrangement fees and other costs of $5.6 million in 2013 arose mainly from ongoing commitment fees as a result of our execution of a $1.125 billion financing agreement to fund eight of our newbuild vessels. The foreign exchange (loss) gain on capital leases and related restricted cash in 2012 and 2011 arose as a result of the retranslation of the capital lease obligations and related restricted cash securing those obligations. The capital leases and related restricted cash form part of Golar Partners and therefore from December 13, 2012, have been deconsolidated from our balance sheet.

11. TAXATION

The components of income tax (credit) expense are as follows:

(in thousands of $)	2013		2012		2011
Current tax (credit) expense:
U.K.	(27	)	2,101		2,733
Indonesia	—		6,828		—
Brazil	—		1,002		1,363
Total current tax (credit) expense	(27	)	9,931		4,096
Deferred tax expense:
U.K.	110		91		886
Amortization of tax benefit arising on intra-group transfers of long-term assets (see note 27)	(3,487	)	(7,257	)	(6,687	)
Total income tax (credit) expense	(3,404	)	2,765		(1,705	)

Bermuda

Under current Bermuda law, we are not required to pay income taxes or other taxes (other than duty on goods imported into Bermuda and payroll tax in respect of any Bermuda-resident employees). We have received written assurance from the Minister of Finance in Bermuda that, in the event of any such taxes being imposed, we will be exempted from taxation until March 31, 2035.

F-25

United States

Pursuant to the Internal Revenue Code of the United States (the "Code"), U.S. source income from the international operations of ships is generally exempt from U.S. tax if the company operating the ships meets certain requirements.  Among other things, in order to qualify for this exemption, the company operating the ships must be incorporated in a country which grants an equivalent exemption from income taxes to U.S. citizens and U.S. corporations and must be more than 50% owned by individuals who are residents, as defined, in such country or another foreign country that grants an equivalent exemption to U.S. citizens and U.S. corporations.  The management of the company believes that we satisfied these requirements and therefore by virtue of the above provisions, we were not subject to tax on our U.S. source income.

Reconciliation between the income tax expense resulting from applying either the U.S. Federal or Bermudan statutory income tax rate and the reported income tax expense has not been presented herein as it would not provide additional useful information to users of the consolidated financial statements as our net income is subject to neither Bermuda nor U.S. tax.

United Kingdom

Current taxation of $nil, $2.1 million and $2.7 million for the years ended December 31, 2013, 2012 and 2011, respectively, relates to taxation of the operations of our United Kingdom subsidiaries, which includes amounts paid by one of our U.K. subsidiary's branch offices in Oslo.  Taxable revenues in the U.K. are generated by our U.K. subsidiary companies and are comprised of management fees received from Golar group companies as well as revenues from the operation of three of Golar's vessels.  These vessels are sub-leased from other non-U.K Golar companies. As at December 31, 2013, the statutory rate in the U.K. was 23%.

As at December 31, 2013, the 2013 U.K. income tax returns have not been filed.  Accordingly, once filed, the tax years 2009 to 2013 remain open for examination by the U.K. tax authorities.

We record deferred income taxes to reflect the net tax effects of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes.  We recorded deferred tax assets of $0.4 million and $0.5 million as of December 31, 2013 and 2012, respectively which have been classified as non-current and included within other long-term assets (see note 23).  These assets relate to differences for depreciation and net operating losses carried forward.

Indonesia

Current taxation charge of $nil, $6.8 million and $nil for the years ended December 31, 2013, 2012, and 2011, respectively, refers to taxation levied on the operations of Golar Partners' Indonesian subsidiary for the periods prior to deconsolidation of Golar Partners in December 2012. The tax exposure in Indonesia was mitigated by revenue due under the charter.

Brazil

Current taxation charge of $nil, $1.0 million and $1.4 million for the years ended December 31, 2013, 2012 and 2011, respectively, refers to taxation levied on Golar Partners' Brazilian operations.

Other jurisdictions

No tax has been levied on income derived from our subsidiaries registered in Liberia, the Marshall Islands and the British Virgin Islands.

Deferred income tax assets are summarized as follows:

(in thousands of $)	2013	2012
Deferred tax assets, gross and net	421	531

F-26

12. EARNINGS PER SHARE

Basic earnings per share ("EPS") are calculated with reference to the weighted average number of common shares outstanding during the year.  Treasury shares are not included in the calculation.  The computation of diluted EPS for the years ended December 31, 2013, 2012 and 2011, assumes the conversion of potentially dilutive instruments.

The components of the numerator for the calculation of basic and diluted EPS are as follows:

(in thousands of $)	2013	2012	2011
Net income attributable to Golar LNG Ltd stockholders – basic	135,713	971,303	46,650
Add: Interest expense on convertible bonds	—	11,358	—
Net income attributable to Golar LNG Ltd stockholders - diluted	135,713	982,661	46,650

The components of the denominator for the calculation of basic and diluted EPS are as follows:

(in thousands)	2013	2012	2011
Basic earnings per share:
Weighted average number of common shares outstanding	80,530	80,324	74,707
Diluted earnings per share:
Weighted average number of common shares outstanding	80,530	80,324	74,707
Effect of dilutive share options	381	380	326
Effect of dilutive convertible bonds	4,545	3,539	—
Common stock and common stock equivalents	85,456	84,243	75,033

Earnings per share are as follows:

	2013		2012		2011
Basic	$	1.69	$	12.09	$	0.62
Diluted	$	1.59	$	11.66	$	0.62

13. OPERATING LEASES

Rental income

The minimum contractual future revenues to be received on time charters in respect of vessels owned and operated as of December 31, 2013, were as follows:

Year ending December 31,	Total
(in thousands of $)
2014	50,188
2015	11,413
Total	61,601

The cost and accumulated depreciation of vessels leased to third parties at December 31, 2013 and 2012 were $190.4 million and $29.3 million, and $620.0 million and $141.2 million, respectively.

F-27

Rental expense

We are committed to making rental payments under operating leases for office premises.  The future minimum rental payments under our non-cancellable operating leases are as follows:

Year ending December 31,	Total
(in thousands of $)
2014	374
2015	381
2016	381
2017	381
2018	256
Total minimum lease payments	1,773

Total rental expense for operating leases was $0.7 million, $0.7 million and $1.0 million for the years ended December 31, 2013, 2012 and 2011, respectively.

14. INVESTMENTS IN AFFILIATES

At December 31, 2013 and 2012, we have the following participation in investments that are recorded using the equity method:

	2013		2012
Golar Partners (1) (2)	25.4	%	29.9	%
Egyptian Company for Gas Services S.A.E ("ECGS")	50	%	50	%
Golar Wilhelmsen Management AS ("Golar Wilhelmsen")	60	%	60	%

(1) Golar Partners and its subsidiaries were included in our consolidated financial statements until December 13, 2012, following its first AGM upon which the majority of directors were elected by the common unitholders, Golar Partners was deconsolidated and our interests in the subordinated units were accounted for under the equity method from that date (see note 5 for further details).

(2) We held a 41.4% (2012: 54.1%) ownership in Golar Partners as of December 31, 2013. However the 25.4% (2012: 29.9%) interest refers only to our interests in the subordinated units which are subject to the equity method accounting.

The carrying amounts of our investments in our equity method investments as at December 31, 2013 and 2012 are as follows:

(in thousands of $)	2013	2012
Golar Partners	344,858	362,064
ECGS	5,782	5,592
Golar Wilhelmsen	278	—
Equity in net assets of affiliates	350,918	367,656

The components of equity in net assets of non-consolidated affiliates are as follows:

(in thousands of $)	2013		2012
Cost	374,729		374,729
Dividend	(33,363	)	(125	)
Equity in net earnings (losses) of other affiliates	8,698		(6,948	)
Share of other comprehensive income in affiliate	854		—
Equity in net assets of affiliates	350,918		367,656

F-28

Quoted market prices for ECGS and Golar Wilhelmsen are not available because these companies are not publicly traded. We hold various interests in Golar Partners (common units, subordinated units, general partner units and IDRs), however as discussed in detail in note 5, only the Company's interests in subordinated units have been accounted for under the equity method which are not listed but were initially fair valued as of the date of deconsolidation on December 13, 2012 (see note 5).

Golar Partners

Golar Partners is an owner and operator of FSRUs and LNG carriers under long-term charters. As of December 31, 2013, it had a fleet of eight vessels managed by the Company (2012: seven vessels).

In April 2011, we completed the IPO of Golar Partners and listed it on the Nasdaq Stock Exchange.

During the period from the IPO in April 2011 until the time of Golar Partner's first AGM on December 13, 2012, we retained the sole power to appoint, remove and replace all members of Golar Partners' board of directors. From the first AGM, the majority of the board members became electable by the common unitholders and, accordingly, from this date we no longer retain the power to control the board of directors. As a result, from December 13, 2012, Golar Partners has been considered as an affiliate entity and not as our controlled subsidiary (see note 5).

As of December 31, 2013, the carrying amount of the investment in Golar Partners (subordinated units) accounted for under the equity method was $344.9 million (2012: $362.1 million). Refer to note 5 for details of deconsolidation including determining the initial fair value of the investment in Golar Partners and the treatment of the basis difference.

Dividends received for the year ended December 31, 2013 in relation to our investments in Golar Partner's subordinated units amounted to $32.7 million.

ECGS

In December 2005, we entered into an agreement with The Egyptian Natural Gas Holding Company, or EGAS, and HK Petroleum Services to establish a jointly owned company ECGS, to develop hydrocarbon businesses in Egypt and in particular LNG related businesses.  In March 2006, we acquired 0.5 million common shares in ECGS at a subscription price of $1 per share.  This represents a 50% interest in the voting rights of ECGS. ECGS is jointly owned and operated together with other third parties.  Therefore we have adopted the equity method of accounting for our 50% investment in ECGS, as we consider we have joint significant influence.  In December 2011, ECGS called up its remaining share capital amounting to $7.5 million.  Of this, we paid $3.75 million to maintain our 50% equity interest.

Dividends received for each of the years ended December 31, 2013 and 2012 were $0.5 million and $0.1 million, respectively.

Golar Wilhelmsen

During 2010 Golar Management Ltd and Wilhelmsen Ship Management AS ("WSM") incorporated a Norwegian private limited company with the name "Golar Wilhelmsen Management AS" or Golar Wilhelmsen. The purpose is to build an organization specialized in the technical management of gas carriers. The company's focus shall be LNG carriers, FSRUs, floating LNG terminals and other gas carrying vessels which will initially include both our and Golar Partners' fleet of vessels and eventually vessels from third parties. WSM has for some time served as the technical manager for our vessels. In September 2010, we entered into new ship management agreements with Golar Wilhelmsen for our fleet, cancelling our previous arrangements.

Both we and WSM have joint control over the operational and financial policies of Golar Wilhelmsen. Accordingly, we have adopted the equity method of accounting for our interest in Golar Wilhelmsen as we consider we have joint significant influence by virtue of significant participating rights of the non-controlling interest, WSM.

F-29

Summarized financial information of the affiliated undertakings shown on a 100% basis are as follows:

(in thousands of $)	December 31, 2013			December 31, 2012
	Golar Wilhelmsen	ECGS	Golar Partners	Golar Wilhelmsen		ECGS	Golar Partners
Balance Sheet
Current assets	4,422	38,365	136,379	7,690		31,853	107,370
Non-current assets	6	156	1,584,840	—		1,368	1,403,604
Current liabilities	3,312	25,934	241,072	7,667		20,859	169,717
Non-current liabilities	400	1,183	910,020	—		1,183	1,099,713
Non-controlling interest	—	—	70,777	—		—	71,858
Statement of Operations
Revenue	5,957	75,309	329,190	4,245		61,769	286,630
Net income (loss)	695	1,318	150,819	(494	)	849	127,141

15. TRADE ACCOUNTS RECEIVABLE

Trade accounts receivable are presented net of allowances for doubtful accounts.  The provision for doubtful debts was $nil for both the years ended December 31, 2013 and 2012, respectively.

F-30

16. OTHER RECEIVABLES, PREPAID EXPENSES AND ACCRUED INCOME

(in thousands of $)	2013	2012
Prepaid expenses	1,236	1,318
Other receivables	12,968	3,991
Corporation tax receivable	370	—
	14,574	5,309

As of December 31, 2013, included in other receivables is a short-term loan of $9.1 million provided to one of our partners in the Douglas Channel project. The loan is secured, repayable on demand and earns interest at 12%. We believe that the carrying amount of this short-term loan is recoverable (see note 35).

17. NEWBUILDINGS

(in thousands of $)	2013	2012
Purchase price installments	718,851	418,062
Interest costs capitalized	30,825	13,897
Other costs capitalized	17,849	3,900
	767,525	435,859

As at December 31, 2013, we have commitments for newbuilding contracts to construct eight LNG carriers and three FSRUs at a total contract cost of $2.4 billion of which $1.6 billion remains outstanding. See note 34 for the expected timing of the remaining installments to be paid.

Other capitalized costs include site supervision and other miscellaneous construction costs.

We took delivery of two newbuilds in October 2013. Upon delivery of both vessels, their total cost of $404.5 million was transferred to vessels and equipment (note 18).

18. VESSELS AND EQUIPMENT, NET

(in thousands of $)	2013		2012
Cost	1,043,439		771,945
Accumulated depreciation	(231,724	)	(198,330	)
Net book value	811,715		573,615

As at December 31, 2013, we owned seven (2012: six) vessels. The increase in vessels and equipment is due to the delivery of two newbuildings in October 2013, partially offset by the sale of the Golar Maria to Golar Partners in February 2013.

Drydocking costs of $33.1 million and $34.2 million are included in the cost amounts above as of December 31, 2013 and 2012, respectively.  Accumulated amortization of those costs as of December 31, 2013 and 2012 were $18.9 million and $12.9 million, respectively.

Depreciation and amortization expense for each of the years ended December 31, 2013, 2012 and 2011 was $36.9 million, $70.3 million and $54.3 million, respectively.

As at December 31, 2013 and 2012, included in the above amounts is office equipment with a net book value of $1.7 million and $1.8 million, respectively.

As at December 31, 2013 and 2012, vessels with a net book value of $700.7 million and $432.9 million, respectively, were pledged as security for certain debt facilities (see note 35).

F-31

19. DEFERRED CHARGES

Deferred charges represent financing costs, principally bank fees that are capitalized and amortized to other financial items over the life of the debt instrument.  If a loan is repaid early any unamortized portion of the related deferred charges is charged against income in the period in which the loan is repaid.  The deferred charges are comprised of the following amounts:

(in thousands of $)	2013		2012
Debt arrangement fees and other deferred financing charges	27,845		6,335
Accumulated amortization	(3,361	)	(2,271	)
	24,484		4,064

The increase in debt arrangement fees and other deferred finance charges for the year ended December 31, 2013 relate to the financing costs in respect of the $1.125 billion financing facility entered by the Company in July 2013 to fund eight of the newbuildings.

Amortization of deferred charges for the years ended December 31, 2013, 2012 and 2011 was $2.0 million, $1.9 million and $1.5 million, respectively.  

20. RESTRICTED CASH AND SHORT-TERM INVESTMENTS

Our restricted cash and short-term investment balances are as follows:

(in thousands of $)	2013	2012
Total restricted cash	26,543	1,551
Less: Amounts included in short-term restricted cash and short-term investments	23,432	1,551
Long-term restricted cash	3,111	—

As of December 31, 2013, our restricted cash relates to Performance and Delivery Bonds (the "Bonds") for our FSRU contracts in Kuwait and Jordan, respectively.

We issued the Bonds to the charterer to guarantee against our failure to meet our obligations as specified in the contract. The Bonds are usually valid for the duration of the contract or in the case of the Delivery Bond until the vessel is delivered.

The Bonds are currently all cash collateralized but we have the option to restructure these as non-cash backed although this may result in additional fees.

Restricted cash does not include minimum consolidated cash balances of $25.0 million (see note 26) required to be maintained as part of the financial covenants in some of our loan facilities, as these amounts are included in "Cash and cash equivalents".

21. INVESTMENTS IN AVAILABLE-FOR-SALE SECURITIES

(in thousands of $)	2013	2012
Golar Partners (see note 5)	267,352	352,861
GasLog	—	173
	267,352	353,034

The investment in Golar Partners represents its interest in the common units only, which includes an unrealized gain of $7.8 million as of December 31, 2013 (2012: $5.9 million). In December 2013, we sold part of our interest in the common units of Golar Partners for total proceeds of $99.2 million.

GasLog, which is listed on the New York Stock Exchange, is an owner, operator and manager of LNG carriers. We sold our interest in Gaslog in November 2013 for total proceeds of $0.3 million and resulting in a gain of $0.1 million.

Both the sale of part of our interest in the common units of Golar Partners and GasLog were sold at the fair value of these securities on the date of sale.

22. COST METHOD INVESTMENTS

(in thousands of $)	2013	2012
Golar Partners	196,825	191,177
OLT Offshore LNG Toscana S.p.A ("OLT–O")	7,347	7,347
	204,172	198,524

F-32

Our investment in Golar Partners was $196.8 million, which relates only to our interests in the general partner units and IDR interests which were measured initially at fair value on the deconsolidation date, December 13, 2012 (see note 5). We made further contributions of $5.6 million to Golar Partners in connection with Golar Partners 2013 equity offerings.

Dividends received for the year ended December 31, 2013 in relation to our investments in Golar Partners' general partner units and IDRs amounted to $6.0 million.

OLT-O is an Italian incorporated unlisted company, which is involved in the construction, development, operation and maintenance of an FSRU terminal to be situated off the Livorno coast of Italy.  As at December 31, 2013, our investment in OLT-O was $7.3 million amounting to a 2.7% interest in OLT–O's issued share capital.

23. OTHER NON-CURRENT ASSETS

(in thousands of $)	2013	2012
Deferred tax asset (see note 11)	421	531
Mark-to-market interest rate swaps valuation (see note 32)	46,827	—
Other long-term assets	7,000	6,238
	54,248	6,769

Other long-term assets include unutilized parts originally ordered for the Golar Spirit FSRU retrofitting following changes to the original project specification.  Of these parts $8.4 million have been used internally for both the retrofitting of the NR Satu and to a lesser extent the Golar Freeze in 2009.  Since acquisition, we have recognized total impairment charges of $4.5 million (see note 9).  As of December 31, 2013 and 2012, the carrying value of these parts was $2.5 million and $3.0 million, respectively. 

24. ACCRUED EXPENSES

(in thousands of $)	2013	2012
Vessel operating and drydocking expenses	6,890	8,248
Administrative expenses	6,105	8,070
Interest expense	9,792	3,094
Provision for taxes	—	1,001
	22,787	20,413

Vessel operating and drydocking expense related accruals are composed of vessel operating expenses including direct vessel operating costs associated with operating a vessel, such as crew wages, vessel supplies, routine repairs, maintenance, drydocking, lubricating oils, insurances and management fees for the provision of commercial and technical management services.

Administrative expense related accruals are composed of general overhead, including personnel costs, legal and professional fees, costs associated with project development, property costs and other general expenses.

25. OTHER CURRENT LIABILITIES

(in thousands of $)	2013	2012
Deferred drydocking, operating cost and charterhire revenue	7,724	8,040
Mark-to-market interest rate swaps valuation (see note 32)	11,401	26,472
Mark-to-market currency swaps valuation (see note 32)	729	94
Current portion of the deferred tax benefit arising on intra-group transfer of long-term assets (see note 27)	3,487	3,156
Other	571	244
	23,912	38,006

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26. DEBT

(in thousands of $)	2013		2012
Total long-term debt due to third parties	667,028		504,906
Total long-term debt due to related parties	50,000		—
Total long-term debt (including related parties)	717,028		504,906
Less: current portion of long-term debt due to third parties and related parties	(30,784	)	(14,400	)
Long-term debt (including related parties)	686,244		490,506

The outstanding debt as of December 31, 2013 is repayable as follows:

Year ending December 31,
(in thousands of $)
2014	30,784
2015	161,993
2016	25,763
2017	94,563
2018	284,395
2019 and thereafter	119,530
Total	717,028

Our debt is denominated in U.S. dollars and bears floating interest rates.  The weighted average interest rate for the years ended December 31, 2013 and 2012 was 3.45% and 3.97%, respectively.

As of December 31, 2013 and 2012, the margins we pay under our loan agreements (excluding our convertible bonds which do not have a margin) are over and above LIBOR at a fixed or floating rate range from to 0.70% to 3.0% and 0.70% to 0.95%, respectively.

At December 31, 2013 and 2012, our debt was as follows:

(in thousands of $)	2013	2012	Maturity date
World Shipholding revolving credit facility (a related party)	50,000	—	2015
Golar Maria facility	—	89,525	2014
Golar Arctic facility	91,250	96,250	2015
Golar Viking facility	86,400	90,800	2017
Convertible bonds	233,020	228,331	2017
$1.125 billion facility:
- Golar Seal facility	127,935	—	2018/2025*
- Golar Celsius facility	128,423	—	2018/2025*
	717,028	504,906

*The commercial loan facility matures in 2018 and the term loan tranches mature in 2025.

F-34

World Shipholding revolving credit facility (a related party)

In April 2011, we entered into an $80.0 million revolving credit facility with a company related to our major shareholder, World Shipholding. In January 2012, February 2012 and May 2012, the revolving credit facility was amended to $145.0 million, $250.0 million and $120.0 million, respectively without any further changes to the original terms of the facility. In July 2012, the facility was repaid in full with the proceeds received from the sale of the companies that own and operate the NR Satu to Golar Partners. In May 2013, the margin on the facility was amended from 3.5% to 3.0%. As of December 31, 2013, we had $50.0 million of borrowings under this facility. The facility is unsecured and bears interest at LIBOR plus 3.0% together with a commitment fee of 0.75% on any undrawn portion of the credit facility. The facility is available until September 2015, when all amounts must be repaid.

Golar Maria facility

In April 2006, we entered into a $120.0 million secured loan facility with a bank for the purpose of financing the Golar Maria.  The facility bears floating interest rate of LIBOR plus a margin of 0.95% and is repayable in quarterly installments and had an initial term of five years.  In March 2008, the facility was restructured to lower the margin and to extend the term of the facility to December 2014. In February 2013, in connection with the sale of our equity interest in the company that owns and operates the Golar Maria, Golar Partners assumed liability for this facility, the balance of which was $89.5 million on the transaction date (see note 6).

Golar Arctic facility

In January 2008, we entered into a secured loan facility for an amount of $120.0 million, for the purpose of financing the purchase of the Golar Arctic, which we refer to as the Golar Arctic facility.  The facility bears interest at LIBOR plus a margin and is repayable in quarterly installments over a term of seven years with a final balloon payment of $86.3 million due in January 2015.

Golar Viking

In January 2005, we entered into a $120.0 million secured loan facility with a bank for the purpose of financing the newbuilding, the Golar Viking.  This facility was refinanced in August 2007 for an amount of $120.0 million.

The structure of the Golar Viking facility is such that the bank loaned funds of $120 million to Golar, which we then re-loaned to a newly created entity of the bank, ("Investor Bank").  With the proceeds, Investor Bank then subscribed for preference shares in a Golar group company.  Another Golar company issued a put option in respect of the preference shares.  The effect of these transactions is that Investor Bank is required to pay fixed interest to us.  The interest payments to us by Investor Bank are contingent upon receipt of these preference dividends.  In the event these dividends are not paid, the preference dividends will accumulate until such time as there are sufficient cash proceeds to settle all outstanding arrearages.  Applying ASC 810 to this arrangement, we have concluded that we are the primary beneficiary of Investor Bank and accordingly have consolidated it into our group.  At December 31, 2013, the Consolidated Balance Sheet and Consolidated Statement of Operations includes Investor Bank's net assets of $nil and net income of $nil, respectively, due to elimination on consolidation, of accounts and transactions arising between us and the Investor Bank.

The Golar Viking facility accrues floating interest at a rate of LIBOR plus a margin of 0.70%.  The loan has a term of 10 years and is repayable in quarterly installments with a final balloon payment of $71.0 million due in August 2017.  The loan is secured by a mortgage on this vessel.

Convertible Bonds

In March 2012, we completed a private placement offering for convertible bonds, for gross proceeds of $250.0 million. Accordingly, on inception we recognized a liability of $221.9 million and an equity portion of $25.0 million. The liability component is recorded at its present value (discounted using an equivalent borrowing rate which does not include the conversion option) and the accretion from its initial discounted value to par. The equity component is valued as the residual of par less the liability value. The impact of this treatment over the life of the instrument is to increase the interest charge to a "normalized" interest rate as the discount on the liability unwinds over the period to settlement. The secured convertible bonds mature in March 2017 when the holder may convert the bonds into our common shares or redeem at 100% of the principal amount. The convertible bonds have an annual coupon rate of 3.75% which is payable quarterly in arrears and have a conversion price of $55.0. We declared dividends of $1.35 and $1.60 for the years ended December 31, 2013 and 2012, respectively. The conversion price was adjusted from $52.29 to $50.28 effective on December 4, 2013.

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We have a right to redeem the bonds at par plus accrued interest, provided that 90% or more of the bonds issued shall have been redeemed or converted to shares. Accordingly, if the bonds were converted, 4,972,155 shares would be issued if the bonds were converted at the conversion price of $50.28 as at December 31, 2013.

The bond may be converted to our ordinary shares by the holders at any time starting on the forty-first business day of the issuance until the tenth business day prior to March 7, 2017.

$1.125 billion facility

In July 2013, we entered into a $1.125 billion facility to fund eight of our newbuildings. The facility bears interest at LIBOR plus a margin. The facility is divided into three tranches, with the following general terms:

Tranche	Amount	Proportion of facility	Term of loan from date of drawdown	Repayment terms
K-Sure	$449.0 million	40%	12 years	Six-monthly installments
KEXIM	$450.0 million	40%	12 years	Six-monthly installments
Commercial	$226.0 million	20%	5 years	Six-monthly installments, unpaid balance to be refinanced after 5 years

The K-Sure Tranche, is funded by a consortium of lenders of which 95% is guaranteed by a Korean Trade Insurance Corporation (or K-Sure) policy; the KEXIM tranche is funded by the Export Import Bank of Korea (or KEXIM). Repayments under the K-Sure and KEXIM tranches are due semi-annually with a 12 year repayment profile. The commercial tranche is funded by a syndicate of banks and is for a term of five years from date of drawdown with a final balloon payment of $131.0 million depending on drawdown dates on certain vessels. In the event the commercial tranche is not refinanced prior to the end of the five years, KEXIM has an option to demand repayment of the balance outstanding under the KEXIM tranche.

The facility is further divided into vessel-specific tranches dependent upon delivery and drawdown, with each borrower being the subsidiary owning the respective vessel. Upon delivery of a newbuild, we have the ability to drawdown on the facility. On drawdown, the vessel will become secured against the facility.  We drew down a total of $256.3 million in connection with the delivery of the Golar Seal and the Golar Celsius in October 2013. Accordingly, as of December 31, 2013, the remaining balance available to drawdown is $868.7 million in respect of the remaining six newbuilds yet to be delivered. A commitment fee is chargeable on any undrawn portion of this facility.

Debt restrictions

Certain of our debt are collateralized by ship mortgages and, in the case of some debt, pledges of shares by each guarantor subsidiary.  The existing financing agreements impose operating and financing restrictions which may significantly limit or prohibit, among other things, our ability to incur additional indebtedness, create liens, sell capital shares of subsidiaries, make certain investments, engage in mergers and acquisitions, purchase and sell vessels, enter into time or consecutive voyage charters or pay dividends without the consent of the lenders.  In addition, lenders may accelerate the maturity of indebtedness under financing agreements and foreclose upon the collateral securing the indebtedness upon the occurrence of certain events of default, including a failure to comply with any of the covenants contained in the financing agreements.  Many of our debt agreements contain certain covenants, which require compliance with certain financial ratios. Such ratios include equity ratio covenants and minimum free cash restrictions.  With regards to cash restrictions, we have covenanted to retain at least $25.0 million of cash and cash equivalents on a consolidated group basis. In addition, there are cross default provisions in most of our and Golar Partners loan and lease agreements. 

In April 2013, Golar Partners received waivers relating to the requirement under the Golar LNG Partners credit facility and the Golar Freeze facility relating to change of control over the Partnership. Following the grant of such waivers, in order to permanently resolve this issue, the loan facilities affected by the loss of control which contained the change of control provisions were amended in June 2013. As of December 31, 2013, Golar Partners was in compliance with all covenants.

F-36

27. OTHER LONG-TERM LIABILITIES

(in thousands of $)	2013	2012
Deferred gain on sale of Golar Maria(see note 6)	16,660	—
Tax benefits on intra-group transfers of long-term assets	5,204	9,022
Pension obligations (see note 28)	35,645	40,097
Guarantees issued to Golar Partners (see note 5)	22,369	23,265
Other	4,388	131
	84,266	72,515

Tax benefits arising on intra-group transfers of long-term assets arose from transactions between controlled entities in respect of two vessels, the Gimi and Hilli that generated a permanent tax benefit for us. The tax benefits are being amortized through the tax line of the statement of operations over the remaining useful lives of the vessels (see note 11). 

28. PENSIONS

Defined contribution scheme

We operate a defined contribution scheme.  The pension cost for the period represents contributions payable by us to the scheme.  The charge to net income for the years ended December 31, 2013, 2012 and 2011 was $0.5 million, $0.8 million and $0.8 million, respectively.

In respect of our Norwegian employees of which there were 10 (2012: 10) as of December 31, 2013, we are required by Norwegian law to contribute into a multi-employer early retirement plan for the private sector.  Accordingly, we, as a participant in a multi-employer plan recognize as net pension cost the required contribution for the period and recognize as a liability any unpaid contributions required for the period.

The total contributions to our defined contribution scheme were as follows:

(in thousands of $)	2013	2012	2011
Employers' contributions	533	570	397

Defined benefit schemes

We have two defined benefit pension plans both of which are closed to new entrants but which still cover certain of our employees. Benefits are based on the employee's years of service and compensation.  Net periodic pension plan costs are determined using the Projected Unit Credit Cost method.  Our plans are funded by us in conformity with the funding requirements of the applicable government regulations.  Plan assets consist of both fixed income and equity funds managed by professional fund managers.

We use a measurement date of December 31 for our pension plans.

The components of net periodic benefit costs are as follows:

(in thousands of $)	2013		2012		2011
Service cost	468		429		459
Interest cost	2,159		2,361		2,729
Expected return on plan assets	(918	)	(920	)	(1,168	)
Recognized actuarial loss	1,415		1,273		985
Net periodic benefit cost	3,124		3,143		3,005

The estimated net loss for the defined benefit pension plans that will be amortized from accumulated other comprehensive income into net periodic pension benefit cost during the year ended December 31, 2014 is $1.0 million.

The change in benefit obligation and plan assets and reconciliation of funded status as of December 31 are as follows:

(in thousands of $)	2013		2012
Reconciliation of benefit obligation:
Benefit obligation at January 1	54,291		52,430
Service cost	468		429
Interest cost	2,159		2,361
Actuarial (gain) loss	(3,513	)	3,890
Foreign currency exchange rate changes	164		509
Benefit payments	(3,005	)	(5,328	)
Benefit obligation at December 31	50,564		54,291

F-37

The accumulated benefit obligation at December 31, 2013 and 2012 was $48.9 million and $52.2 million, respectively.

(in thousands of $)	2013		2012
Reconciliation of fair value of plan assets:
Fair value of plan assets at January 1	14,194		14,846
Actual return on plan assets	1,127		1,807
Employer contributions	2,426		2,434
Foreign currency exchange rate changes	177		435
Benefit payments	(3,005	)	(5,328	)
Fair value of plan assets at December 31	14,919		14,194

(in thousands of $)	2013		2012
Projected benefit obligation	(50,564	)	(54,291	)
Fair value of plan assets	14,919		14,194
Funded status (1)	(35,645	)	(40,097	)

Employer contributions and benefits paid under the pension plans include $2.4 million paid from employer assets for each of the years ended December 31, 2013 and 2012.

(1) Our plans are composed of two plans that are both underfunded as at December 31, 2013 and 2012.

The details of these plans are as follows:

	December 31, 2013						December 31, 2012
(in thousands of $)	UK Scheme		Marine Scheme		Total		UK Scheme		Marine Scheme		Total
Projected benefit obligation	(10,256	)	(40,308	)	(50,564	)	(9,718	)	(44,573	)	(54,291	)
Fair value of plan assets	9,622		5,297		14,919		8,486		5,708		14,194
Funded status at end of year	(634	)	(35,011	)	(35,645	)	(1,232	)	(38,865	)	(40,097	)

The fair value of our plan assets, by category, as of December 31, 2013 and 2012 were as follows:

(in thousands of $)	2013	2012
Equity securities	9,666	9,520
Debt securities	3,172	3,007
Cash	2,081	1,667
	14,919	14,194

Our plan assets are primarily invested in funds holding equity and debt securities, which are valued at quoted market price. These plan assets are classified within Level 1 of the fair value hierarchy.

The amounts recognized in accumulated other comprehensive income consist of:

(in thousands of $)	2013	2012
Net actuarial loss	12,731	17,809

The actuarial loss recognized in the other comprehensive income is net of tax of $0.1 million, $0.3 million, and $0.4 million for the years ended December 31, 2013, 2012 and 2011.

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The asset allocation for our Marine scheme at December 31, 2013 and 2012, and the target allocation for 2013, by asset category are as follows:

Marine scheme	Target allocation 2014 (%)	2013 (%)	2012 (%)
Equity	30-65	30-65	30-65
Bonds	10-50	10-50	10-50
Other	20-40	20-40	20-40
Total	100	100	100

The asset allocation for our UK scheme at December 31, 2013 and 2012, and the target allocation for 2014, by asset category are as follows:

UK scheme	Target allocation 2014 (%)	2013 (%)	2012 (%)
Equity	70.0	71.0	72.5
Bonds	30.0	29.0	22.5
Cash	—	—	5.0
Total	100	100	100

Our investment strategy is to balance risk and reward through the selection of professional investment managers and investing in pooled funds.

We are expected to make the following contributions to the schemes during the year ended December 31, 2014, as follows:

(in thousands of $)	UK scheme	Marine scheme
Employer contributions	660	1,800

We are expected to make the following pension disbursements as follows:

(in thousands of $)	UK scheme	Marine scheme
2014	330	3,000
2015	330	3,000
2016	330	3,000
2017	330	3,000
2018	330	3,000
2019 - 2023	1,649	15,000

The weighted average assumptions used to determine the benefit obligation for our plans for the years ended December 31 are as follows:

	2013		2012
Discount rate	4.80	%	4.10	%
Rate of compensation increase	2.71	%	2.96	%

F-39

The weighted average assumptions used to determine the net periodic benefit cost for our plans for the years ended December 31 are as follows:

	2013		2012
Discount rate	4.10	%	4.10	%
Expected return on plan assets	6.75	%	6.75	%
Rate of compensation increase	2.96	%	2.52	%

The overall expected long-term rate of return on assets assumption used to determine the net periodic benefit cost for our plans for the years ending December 31, 2013 and 2012 is based on the weighted average of various returns on assets using the asset allocation as at the beginning of 2013 and 2012.  For equities and other asset classes, we have applied an equity risk premium over ten year governmental bonds.

29. EQUITY OFFERINGS/TRANSACTIONS WITH LISTED SUBSIDIARIES OR AFFILLIATES

Golar Partners

The following table summarizes the issuances of common units of Golar Partners:

					Public Offering
Date	Number of Common Units Issued1	Number of Common Units Issued to the Company	Offering Price		Gross Proceeds (in thousands of $)2	Net Proceeds (in thousands of $)	Company's Ownership in Golar Partners after the Offering3
April 2011 (IPO)	13,800,000	9,327,254	$	22.50	310,500	287,795	65.4	%
July 2012	6,325,000	969,305	$	30.95	188,485	187,138	57.5	%
November 2012	4,300,000	1,524,590	$	30.50	131,150	129,981	54.1	%
January 2013	3,900,000	416,947	$	29.74	115,986	115,224	50.9	%
December 2013	5,100,000	—	$	29.10	148,410	147,313	41.4	%

¹ Pertains to common units issued by Golar Partners to the public.

² Gross and net proceeds from Golar Partners' public offering (excluding proceeds received from Golar's participation in the concurrent private placement).

³ Includes our general partner interest in Golar Partners.

The following table summarizes the sale of our vessel interests to Golar Partners since its IPO:

	2013		2012				2011
(in millions of $)	Golar Maria		Golar Grand		NR Satu		Golar Freeze
Sales price	127.9		176.8		388.0		231.3
Less: Net assets transferred	(45.6	)	(43.1	)	(255.7	)	(65.5	)
Excess of sales price over net assets transferred	82.3		133.7		132.3		165.8
Additions to Golar's stockholders' equity and noncontrolling interest	—		88.3		85.8		96.7

The transactions involving the Golar Grand, NR Satu and the Golar Freeze were deemed to be concluded between entities under common control, accordingly, no gain or loss was recognized by the Company.

As the Partnership is no longer considered to be our controlled entity, the transaction involving the sale of Golar Maria is not accounted for as a transfer of equity interest between entities under common control. Accordingly, we have recognized a gain on disposal of the Golar Maria (see note 6).

F-40

Golar Freeze

On October 19, 2011, we sold our 100% ownership interest in certain subsidiaries which own and operate the Golar Freeze and hold the secured bank debt to Golar Partners. The purchase consideration was $330.0 million for the vessel and $9.0 million of working capital adjustments net of the assumed bank debt of $108.0 million, resulting in total purchase consideration of approximately $231.3 million of which $222.3 million was financed by vendor financing provided by us.

NR Satu

On July 19, 2012, we sold our equity interests in certain subsidiaries which own and operate the NR Satu to Golar Partners. The purchase consideration was $385.0 million for the vessel and working capital adjustments of $3.0 million, resulting in total purchase consideration of approximately $388.0 million of which $230.0 million was financed from the proceeds of the July 2012 equity offering and $155.0 million vendor financing provided by us.

Golar Grand

On November 8, 2012, we sold our equity interests in subsidiaries which lease and operate the Golar Grand. The purchase consideration was $265.0 million for the vessel and working capital adjustments of $2.6 million, net of the assumed capital lease obligation of $90.8 million, resulting in total purchase consideration of $176.8 million which was principally financed from the proceeds of the November 2012 equity offering.

Golar Maria

On February 7, 2013, we sold our equity interests in the company which owns and operates the LNG carrier Golar Maria. The purchase consideration was $215.0 million for the vessel, working capital adjustments of $5.5 million, the fair value of the interest rate swap liability of $3.1 million less the assumed bank debt of $89.5 million, resulting in total purchase consideration of $127.9 million which was financed from the proceeds of Golar Partners' January 2013 equity offering.

Golar LNG Energy Limited ("Golar Energy")

In August 2009, we completed a private placement offering of our subsidiary, Golar Energy for 59.8 million new common shares at a price of $2 per share, for net proceeds of $115.4 million.  As a result of the offering our ownership in Golar Energy was reduced to 68%.

In mid 2011, the Company in a series of piecemeal acquisitions acquired an additional 92.3 million shares, representing a 38.9% interest in Golar Energy, to bring its ownership interest to 100%.  Of the 92.3 million shares acquired, 70.3 million (76%), were exchanged for newly issued shares in Golar, where the seller received one share in Golar for every 6.06 Golar Energy shares held, thereby increasing the Company's share capital by $11.6 million and share premium by $340 million.  The new Golar shares were effectively issued for $30.30 per share.  The remaining Golar Energy shares were acquired at a price of approximately $5 per share.  As a result of these transactions, non-controlling interest of $129.4 million was eliminated and the difference between the non-controlling interest and consideration paid was recognized as a reduction in additional paid in capital of $336.2 million.  On July 4, 2011, Golar Energy was delisted from the Norwegian stock exchange, Oslo Axess.

In connection with the above transactions described above, in May 2011, the remaining outstanding 5.4 million options in Golar Energy were canceled and exchanged for options in Golar.

30. SHARE CAPITAL AND SHARE OPTIONS

Our ordinary shares are listed on the Nasdaq Stock Exchange. We delisted from the Oslo Stock Exchange on August 30, 2012.

As at December 31, 2013 and 2012, our authorized and issued share capital is as follows:

Authorized share capital:

(in thousands of $, except per share data)	2013	2012
100,000,000 common shares of $1.00 each	100,000	100,000

Issued share capital:

(in thousands of $, except per share data)	2013	2012
80,579,295 outstanding issued common shares of $1.00 each (2012: 80,503,364)	80,580	80,504

We issued 0.1 million and 0.3 million common shares upon the exercise of stock options in December 31, 2013 and 2012, respectively.  In addition, a further 11.6 million shares were issued in 2011 in relation to the acquisition of the non-controlling interest in Golar Energy.  

Treasury shares

In November 2007, our board of directors approved the buyback of up to a maximum of 1.0 million shares in the Company. As at December 31, 2013, a further 0.3 million shares in the Company maybe repurchased. The holding of treasury shares was held in connection with our share options plans.

The number of treasury shares held by us is as follows:

(Number of shares in thousands)	2013	2012	2011
At January 1	—	—	150
Disposed of during the year	—	—	(150	)
At December 31	—	—	—

Share options

Golar share options

In July 2001, our board of directors approved the grant of options to eligible employees to acquire an aggregate 2.0 million shares in the Company. In July 2001, we granted 0.4 million share options to certain directors and officers. The options vested in July 2002, and have a ten year term. As of December 31, 2013, these options have all been exercised.

In February 2002, our board of directors approved the Golar LNG Limited Share Option Scheme ("Golar Scheme"). The Golar Scheme permits the board of directors, at its discretion, to grant options to acquire shares in the Company to employees and directors of the Company or its subsidiaries.  Options granted under the scheme will vest at a date determined by the board at the date of the grant. The options granted under the plan to date have five year terms and vest equally over a period of three to four years. There is no maximum number of shares authorized for awards of equity share options, and either authorized unissued shares or treasury shares in the Company may be used to satisfy exercised options.

In connection with the delisting of Golar Energy, previously granted options for 5.4 million shares in Golar Energy were cancelled in May 2011 and concurrently replaced with 0.9 million new options in Golar. There were no changes in the terms of the options except that the exchange of shares was equal to one Golar share for every 6.06 Golar Energy share. This was accounted for as a modification of previous awards of equity instruments.  However, we recorded no difference between the total incremental cost of the original and modified options as the fair value of the options modified was below the fair value of the original options granted.

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As at December 31, 2013, 2012 and 2011, the number of options outstanding in respect of Golar shares was 0.5 million, 0.6 million and 0.8 million, respectively.

Golar Energy share options

In August 2009, the board of directors of our subsidiary, Golar Energy approved the Golar LNG Energy Share option Scheme ("Energy Scheme"). The terms of the Energy Scheme follow that of the Golar Scheme.

In June 2011, in connection with the delisting of Golar Energy, previously granted options for 5.4 million shares in Golar Energy were cancelled and concurrently replaced with new options in Golar (as discussed above).  Accordingly, as of December 31, 2013, 2012 and 2011, there were nil options outstanding under the Energy Scheme.  

The fair value of each option award is estimated on the grant date or modification date using the Black-Scholes option pricing model. The weighted average assumptions used are noted in the table below:

	2013		2012		2011
Risk free interest rate	2.0	%	2.0	%	1.8	%
Expected volatility of common stock	56.9	%	56.9	%	53.2	%
Expected dividend yield	0.0	%	0.0	%	0.0	%
Expected life of options (in years)	2.6 years		2.6 years		2.6 years

The assumption for expected future volatility is based primarily on an analysis of historical volatility of our common stock.  We use the simplified method for making estimates as to the expected term of options, based on the vesting period of the award and represents the period of time that options granted are expected to be outstanding.  The dividend yield has been estimated at 0.0% as the exercise price of the options, granted in 2006 and later, are reduced by the value of dividends, declared and paid on a per share basis.

A summary of option activity (including Golar Energy options prior to cancellation in May 2011) as at December 31, 2013, 2012 and 2011, and changes during the years then ended are presented below:

(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, 2010	7,279		$	2.96	2.0
Exercised during the year	(1,604	)	$	7.46
Forfeited during the year	(285	)	$	5.43
Options exchanged
- Golar Energy options exchanged and cancelled	(5,438	)	$	1.95
- Golar LNG options issued	897		$	11.84
Options outstanding at December 31, 2011	849		$	10.11	1.2
Exercised during the year	(267	)	$	1.54
Forfeited during the year	(1	)	$	8.54
Options outstanding at December 31, 2012	581		$	7.86	0.8
Exercised during the year	(76	)	$	8.01
Forfeited during the year	(7	)	$	6.58
Options outstanding at December 31, 2013	498		$	6.36	0.3

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Options exercisable at:
December 31, 2013	409	$	6.50	0.1
December 31, 2012	323	$	8.46	0.3
December 31, 2011	299	$	9.94	0.3

The exercise price of all options except for those issued in 2001, is reduced by the amount of the dividends declared and paid; the above figures for options granted, exercised and forfeited show the average of the prices at the time of granting, exercising and forfeiting of the options, and for options outstanding at the beginning and end of the year, the average of the reduced option prices is shown.

The intrinsic value of share options exercised in the years ended December 31, 2013, 2012 and 2011 was $2.2 million, $6.3 million and $14.9 million, respectively.

As at December 31, 2013, the intrinsic value of share options that were both outstanding and exercisable was $14.9 million (2012: $16.8 million).

The total fair value of share options vested in the years ended December 31, 2013, 2012 and 2011 was $3.8 million, $4.8 million and $6.3 million, respectively.

Compensation cost of $0.5 million, $1.4 million and $2.0 million has been recognized in the Consolidated Statement of Operations for the years ended December 31, 2013, 2012 and 2011, respectively.

As of December 31, 2013, the total unrecognized compensation cost amounted to $0.2 million (2012: $0.6 million) relating to options outstanding is expected to be recognized over a weighted average period of 0.3 years.

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31. ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

Accumulated Other Comprehensive Loss

As at December 31, 2013 and 2012, our accumulated other comprehensive loss balances consisted of the following components:

(in thousands of $)	2013		2012		2011
Unrealized net loss on qualifying cash flow hedging instruments	(1,822	)	(6,832	)	(19,462	)
Unrealized gain on available-for-sale securities	7,796		5,911		—
Losses associated with pensions, net of tax recoveries of $0.2 million (2012: $0.3 million)	(12,731	)	(17,809	)	(15,486	)
Accumulated other comprehensive loss	(6,757	)	(18,730	)	(34,948	)

The components of accumulated other comprehensive income (loss) consisted of the following:

	Gain (losses) on available-for-sale securities		Pension and post retirement benefit plan adjustments		Gains (losses) on cash flow hedges		Share of affiliates comprehensive income	Total Accumulated comprehensive Income (loss)
Balance at December 31, 2010	—		(12,347	)	(20,964	)	—	(33,311	)
Other comprehensive (loss) income before reclassification	—		(3,139	)	1,502		—	(1,637	)
Net current-period other comprehensive (loss) income	—		(3,139	)	1,502		—	(1,637	)
Balance at December 31, 2011	—		(15,486	)	(19,462	)	—	(34,948	)
Other comprehensive income (loss) before reclassification	5,911		(2,323	)	3,641		—	7,229
Amount reclassified from accumulated other comprehensive income	—		—		8,989		—	8,989
Net current-period other comprehensive income (loss)	5,911		(2,323	)	12,630		—	16,218
Balance at December 31, 2012	5,911		(17,809	)	(6,832	)	—	(18,730	)
Other comprehensive income before reclassification	12,680		5,078		4,148		854	22,760
Amount reclassified from accumulated other comprehensive (loss) income	(10,795	)	—		8		—	(10,787	)
Net current-period other comprehensive income	1,885		5,078		4,156		854	11,973
Balance at December 31, 2013	7,796		(12,731	)	(2,676	)	854	(6,757	)

The amounts reclassified from accumulated other comprehensive income (loss) for the years ended December 31, 2013 and 2012 consisted of the following:

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Details of Accumulated other comprehensive income components	Amounts reclassified from accumulated other comprehensive income			Affected line item in the statement of operations
	2013		2012
Gains on available-for sale securities:
Available-for-sale securities (Golar Partners)	(10,710	)	—	Other non-operating income
Available-for-sale securities (Gaslog)	(85	)	—	Other non-operating income
	(10,795	)	—
(Gains) losses on cash flow hedges:
Foreign currency swap	(718	)	—	Other financial items
Interest rate swap	(1,644	)	—	Other financial items
Interest rate swap	2,370		—	Gain on sale of Golar Maria
Interest rate swap	—		3,925	Gain on loss of control
Cross-currency swap	—		5,064	Gain on loss of control
	8		8,989
Total reclassifications for the period	(10,787	)	8,989

There are no amounts reclassified from the accumulated other comprehensive income to our statement of operations for the year ended December 31, 2011.

32. FINANCIAL INSTRUMENTS

Interest rate risk management

In certain situations, we may enter into financial instruments to reduce the risk associated with fluctuations in interest rates.  We have entered into swaps that convert floating rate interest obligations to fixed rates, which from an economic perspective hedge the interest rate exposure.  We do not hold or issue instruments for speculative or trading purposes.  The counterparties to such contracts are major banking and financial institutions.  Credit risk exists to the extent that the counterparties are unable to perform under the contracts; however we do not anticipate non-performance by any of our counterparties.

We manage our debt portfolio with interest rate swap agreements in U.S. dollars to achieve an overall desired position of fixed and floating interest rates.  We hedge account for certain of our interest rate swap arrangements designated as cash flow hedges.  The net gains and losses have been reported in a separate component of accumulated other comprehensive income to the extent the hedges are effective.  The amount recorded in accumulated other comprehensive income will subsequently be reclassified into earnings in the same period as the hedged items affect earnings.  As at December 31, 2013, we do not expect any material amounts to be reclassified from accumulated other comprehensive income to earnings during the next twelve months.

During the years ended December 31, 2013, 2012 and 2011 we recognized a net gain of $ 0.5 million, and net losses of $0.5 million and $0.6 million, respectively, in earnings relating to the ineffective portion of our interest rate swap agreements designated as hedges.

As of December 31, 2013, we have entered into the following interest rate swap transactions involving the payment of fixed rates in exchange for LIBOR as summarized below.  The summary also includes those that are designated as cash flow hedges:

Instrument (in thousands of $)	Notional value	Maturity Dates	Fixed Interest Rates
Interest rate swaps:
Receiving floating, pay fixed	128,021	2015	3.57% to 4.52%

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As of December 31, 2012, our interest rate swaps had a total notional amount of $180.1 million with maturity dates between 2014 and 2015 and fixed interest rates ranging from 3.57% to 4.52%.

As of December 31, 2013, the notional principal amount of the debt outstanding subject to such swap agreements was $128.0 million (2012: $180.1 million).

The effect of cash flow hedging relationships relating to swap agreements on the consolidated statements of operations is as follows:

(in thousands of $)	Effective portion (Loss)/gain reclassified from Accumulated Other Comprehensive Loss				Ineffective Portion
Derivatives designated as hedging instruments location	2013		2012	2011	2013	2012		2011
Interest rate swaps Other financial items, net	(1,644	)	—	—	542	(535	)	(632	)
Interest rate swaps Gain on sale of Maria, net	2,370		—	—	—	—		—

The effect of cash flow hedging relationships relating to interest rate swap agreements to the consolidated statements of changes in equity is as follows:

(in thousands of $)	Amount of gain recognized in other comprehensive income on derivative (effective portion)
Derivatives designated as hedging instruments	2013	2012	2011
Interest rate swaps	4,147	1,547	1,024

As of December 31, 2013, our accumulated other comprehensive loss included $2.7 million of unrealized losses on interest rate swap agreements designated as cash flow hedges and $0.9 million of unrealized gain being our share of Golar Partners other comprehensive income on swap agreements designated as cash flow hedges.

As of December 31, 2013, we do not expect any material amounts to be reclassified from accumulated other comprehensive income to earnings during the next twelve months.

Foreign currency risk

The majority of the vessels' gross earnings are receivable in U.S. dollars.  The majority of our transactions, assets and liabilities are denominated in U.S. dollars, our functional currency.  However, we incur expenditure in other currencies.  There is a risk that currency fluctuations will have a negative effect on the value of our cash flows.

In October 2012, Golar Partners issued NOK denominated senior unsecured bonds in which we also participated. In order to hedge our exposure, we entered into a currency swap that converted our NOK bonds to USD in a fixed rate. The swap hedged the full amount of the NOK bonds. In November 2013, we sold our participation in Golar Partner's high yield bonds, accordingly, the currency swap was also terminated in January 2014.

Fair values

We recognize our fair value estimates using a fair value hierarchy based on the inputs used to measure fair value. The fair value hierarchy has three levels based on reliability of inputs used to determine fair value as follows:

Level 1: Quoted market prices in active markets for identical assets and liabilities;

Level 2: Observable market based inputs or unobservable inputs that are corroborated by market data;

Level 3: Unobservable inputs that are not corroborated by market data.

There have been no transfers between different levels in the fair value hierarchy during the year.

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	Fair value	2013	2013	2012	2012
(in thousands of $)	Hierarchy(1)	Carrying Value	Fair Value	Carrying Value	Fair Value
Non-Derivatives:
Cash and cash equivalents	Level 1	125,347	125,347	424,714	424,714
Restricted cash and short-term investments	Level 1	26,543	26,543	1,551	1,551
Investment in available-for-sale securities	Level 1	267,352	267,352	353,034	353,034
Cost method investments	Level 3	204,172	218,647	198,524	200,747
Amounts due from Golar Partners	Level 1	—	—	34,953	36,109
Long-term debt – convertible bond (1)	Level 1	233,020	254,063	228,331	251,250
Long-term debt – floating (1)	Level 1	434,008	434,008	276,575	276,575
Long-term debt - due to related party (1)	Level 1	50,000	50,000	—	—
Derivatives:
Interest rate swaps asset (2) (3)	Level 2	46,827	46,827	—	—
Interest rate swaps liability (2)	Level 2	11,401	11,401	26,472	26,472
Foreign currency swaps liability	Level 2	729	729	94	94

(1) Our debt obligations are recorded at amortized cost in the consolidated balance sheet.

(2) Derivative liabilities are captured within other current liabilities and derivative assets are captured within long-term assets on the balance sheet.

(3) The fair value/carrying value of interest rate swap agreements that qualify and are designated as a cash flow hedge as at December 31, 2013 and 2012, was $5.3 million (with a notional value of $128.0 million) and $12.9 million (with a notional value of $180.1 million), respectively. The expected maturity of these interest rate agreements is from January 2015 to April 2015.

The following methods and assumptions were used to estimate the fair value of each class of financial instrument.

The carrying amounts of accounts receivable, accounts payable, accrued liabilities and working capital facilities approximate fair values because of the short maturity of those instruments.

The carrying value of cash and cash equivalents, which are highly liquid, is a reasonable estimate of fair value.

The estimated fair value for restricted cash and short-term investments is considered to be equal to the carrying value since restricted cash bears variable interest rates which are reset on a quarterly basis and short-term investments are placed for periods of less than six months.

The carrying amount of the investment in available-for-sale ("AFS") securities reported in the balance sheet represents unrealized gains and losses on these securities, which are recognized directly in equity unless a gain is realized upon sale of these units or an unrealized loss is considered "other than temporary" in which case it is transferred to the statement of operations. The basis of valuation of the investment in AFS securities is at market value.

The carrying value of cost method investments refers to our holdings in Golar Partners (representing the general partner units and IDRs which were measured at fair value as of the deconsolidation date December 13, 2012 (see note 5)) and OLT‑O. As at December 31, 2013, we did not identify any events or changes in circumstances that would indicate the carrying values of our investments in Golar Partners and OLT-O were not recoverable.  The fair value of our general partner units was based on the share price of the publicly traded common units of Golar Partners adjusted for restrictions over the transferability and reduction in voting rights. While the fair value of the IDRs was determined using a Monte Carlo simulation method. Refer to note 5 for further details.

For our investment in OLT-O, as we have no established method of determining the fair value of this investment, we did not estimate the fair value of this investment as at December 31, 2013.

The amounts due from Golar Partners refers to our participation in the high yield bonds issued by Golar Partners in October 2012. As of December 31, 2012, we estimated the fair value of our participation in the high yield bond on its quoted price. In November 2013, we sold our participation.

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The estimated fair value for the liability component of the unsecured convertible bonds is based on the quoted market price as at the balance sheet date.

The estimated fair values for both the floating long-term debt and long-term debt to a related party are considered to be equal to the carrying values since they bear variable interest rates, which are reset on a quarterly or six-monthly basis.  

The estimated fair value of the financial guarantees is considered to be equal to the carrying amount. The financial guarantees were fair valued as of the deconsolidation date, December 13, 2012 (see note 5). We did not identify any material changes in the fair value of the financial guarantees as at December 31, 2013.

The fair value of our derivative instruments is the estimated amount that we would receive or pay to terminate the agreements at the reporting date, taking into account current interest rates, foreign exchange rates, closing quoted market prices and our creditworthiness and that of our counterparties. The mark-to-market gain or loss of our interest rate and foreign currency swaps that are not designated as hedges for accounting purposes is reported in the statement of operations caption "other financial items, net" (see note 10).

The fair value measurement of a liability must reflect the non-performance of the entity. Therefore, the impact of our credit worthiness has also been factored into the fair value measurement of the derivative instruments in a liability position.

The credit exposure of interest rate swap agreements is represented by the fair value of contracts with a positive value at the end of each period, reduced by the effects of master netting arrangements. It is our policy to enter into master netting agreements with counterparties to derivative financial instrument contracts, which give us the legal right to discharge all or a portion of the amounts owed to the counterparty by offsetting them against amounts that the counterparty owes to us.

The following table summarizes the fair value of derivative instruments on a gross basis recorded in our consolidated balance sheets as of December 31, 2013 and 2012:

	Balance sheet classification	2013	2012
(in thousands of $)
Asset Derivatives
Interest rate swaps not designated as hedges	Other non-current assets	46,827	—
Liability Derivatives
Interest rate swaps designated as hedges	Other current liabilities	6,072	12,950
Interest rate swaps not designated as hedges	Other current liabilities	5,329	13,522
Foreign currency swap not designated as hedge	Other current liabilities	729	94
Total liability derivatives		12,130	26,566

We have elected not to offset the fair values of derivative assets and liabilities executed with the same counterparty that are generally subject to enforceable master netting arrangements. However, if we were to offset and record the asset and liability balances of derivatives on a net basis, the amounts presented in our consolidated balance sheets as of December 31, 2013 and 2012 would be adjusted as detailed in the following table:

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	2013				2012
	Gross amounts presented in the consolidated balance sheet	Gross amounts not offset in the consolidated balance sheet subject to netting agreements		Net amount	Gross amounts presented in the consolidated balance sheet	Gross amounts not offset in the consolidated balance sheet subject to netting agreements	Net amount
(in thousands of $)
Total asset derivatives	46,827	(4,327	)	42,500	—	—	—
Total liability derivatives	12,130	(4,327	)	7,803	26,566	—	26,566

Assets measured at Fair Value on a Non-recurring Basis

We recorded an impairment loss of $0.5 million, $0.5 million and $0.5 million in 2013, 2012 and 2011, respectively. The impairment loss refers to the unutilized parts originally ordered for the Golar Spirit FSRU retrofitting following changes to the original project specification. As at December 31, 2013, these parts were measured at an estimated fair value of $2.5 million, which was determined using level two inputs being the carrying cost of these parts less the impairment loss, which was calculated based on the estimated market value of these parts.

Concentrations of risk

There is a concentration of credit risk with respect to cash and cash equivalents to the extent that substantially all of the amounts are carried with Nordea Bank of Finland PLC, DNB Bank ASA and Citi Bank.  However, we believe this risk is remote.

We have a substantial equity investment in our former subsidiary, Golar Partners, that from December 13, 2012 is considered as our affiliate and not our controlled subsidiary.  As of December 31, 2013, our ownership interest was 41.4% and the aggregate value of the investments recorded in our balance sheet as of December 31, 2013 was $809.0 million being the aggregate of our ownership interest (common, subordinated and general partner interests) plus IDRs. Accordingly, the value of our investment and the income generated from Golar Partners is subject to specific risks associated with its business. Golar Partners operates in the same business as us and as of December 31, 2013 had a fleet of eight vessels as managed by us operating under medium to long-term charters with a concentrated number of charterers; BG Group, Petrobras, Pertamina, DUSUP, Nusantara Regas and Eni.

There is a concentration of supplier riskwith respect to our remaining eleven newbuilds (two having been delivered in October 2013) of which nine are currently under construction by Samsung Heavy Industries Co Ltd ("Samsung") and two currently under construction by Hyundai Samho Heavy Industries Co., Ltd ("Hyundai") as at December 31, 2013.  However, we believe this risk is remote as Samsung and Hyundai are global leaders in the shipbuilding sector.  As is typical with newbuilding contracts, we have entered into refund guarantee agreements with several banks.

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33. RELATED PARTY TRANSACTIONS

a) Transactions with Golar Partners and subsidiaries:

Net revenues:Prior to the deconsolidation of Golar Partners, the following revenues presented below were largely eliminated upon consolidation of Golar Partners for the periods through to December 13, 2012:

(in thousands of $)	2013	2012		2011
Transactions with Golar Partners and subsidiaries:
Management and administrative services fees income (i)	2,569	2,876	*	1,576
Ship management fees income (ii)	6,701	4,222	*	4,146
Interest income on vendor financing loan - Golar Freeze (iii)	—	11,921		3,085
Interest income on vendor financing loan - NR Satu (iv)	—	4,737	*	—
Interest income on high-yield bonds (v)	1,972	575	*	—
Interest income on Golar Energy loan (vi)	—	829		—
Total	11,242	25,160		8,807

*The net effect to our consolidated statement of operations for the year ended December 31, 2012 was an aggregate income of $1.5 million.

Receivables (payables):The balances with Golar Partners and subsidiaries as of December 31, 2013 and 2012 consisted of the following:

(in thousands of $)	2013		2012
Trading balances due to Golar and affiliates (vii)	5,989		2,031
Methane Princess Lease security deposit movements (viii)	(4,257	)	—
High-yield bonds (v)	—		34,953
	1,732		36,984

(i) Management and administrative services agreement - On March 30, 2011, Golar Partners entered into a management and administrative services agreement with Golar Management, a wholly-owned subsidiary of ours, pursuant to which Golar Management will provide to Golar Partners certain management and administrative services. The services provided by Golar Management are charged at cost plus a management fee equal to 5% of Golar Management’s costs and expenses incurred in connection with providing these services. Golar Partners may terminate the agreement by providing 120 days written notice.

(ii) Ship management fees - Golar and certain of its affiliates charged ship management fees to Golar Partners for the provision of technical and commercial management of the vessels. Each of Golar Partners’ vessels is subject to management agreements pursuant to which certain commercial and technical management services are provided by certain affiliates of Golar, including Golar Management and Golar Wilhelmsen AS ("Golar Wilhelmsen"), a partnership that is jointly controlled by Golar and by Wilhelmsen Ship Management (Norway) AS.

(iii) Vendor financing loan - Golar Freeze - In October 2011, in connection with the sale of the Golar Freeze, we entered into a financing loan agreement with Golar Partners for an amount of $222.3 million. The facility was unsecured and bore interest at a fixed rate of 6.75% per annum payable quarterly. The loan was non-amortizing with a final balloon payment of $222.3 million due in October 2014. The loan was repaid in October 2012.

(iv) Vendor financing loan - NR Satu - In July 2012, in connection with the sale of the NR Satu, we entered into a financing loan agreement with Golar Partners for an amount of $175.0 million. Of this amount, $155.0 million was drawn down in July 2012. A further $20.0 million was available for drawdown until July 2015. The facility was unsecured and bore interest at a fixed rate of 6.75% per annum payable quarterly. The loan was non-amortizing with a final balloon payment for the amount drawn down due within three years from the date of draw down. The loan was repaid in December 2012.

(v) High-yield bonds - In October 2012, Golar Partners completed the issuance of NOK1,300.0 million in senior unsecured bonds that mature in October 2017. The aggregate principal amount of the bonds is equivalent to approximately $227.0 million. Of this amount, approximately $35.0 million, was issued to us. We sold our participation on the high yield bond in November 2013.

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(vi) Golar Energy loan - In January 2012, Golar LNG (Singapore) Pte. Ltd. ("Golar Singapore"), the subsidiary which holds the investment in PTGI, drew down $25.0 million on its loan agreement entered into in December 2011 with Golar Energy. The loan was unsecured, repayable on demand and bore interest at the rate of 6.75% per annum payable on a quarterly basis. In connection with the acquisition of the subsidiaries that own and operate the NR Satu, all amounts payable to Golar Energy by the subsidiaries acquired by Golar Partners, including Golar Singapore, were extinguished.

(vii) Trading balances - Receivables and payables with Golar Partners and its subsidiaries are comprised primarily of unpaid management fees, advisory and administrative services.  In addition, certain receivables and payables arise when we pay an invoice on behalf of a related party and vice versa.  Receivables and payables are generally settled quarterly in arrears. Trading balances due from Golar Partners and its subsidiaries are unsecured, interest-free and intended to be settled in the ordinary course of business. They primarily relate to recharges for trading expenses paid on behalf of Golar Partners, including ship management and administrative service fees due to us.

(viii) Methane Princess Lease security deposit movements - This represents net advances from Golar Partners since its IPO, which correspond with the net release of funds from the security deposits held relating to the Methane Princess Lease. This is in connection with the Methane Princess tax lease indemnity provided to Golar Partners under the Omnibus Agreement (see below). Accordingly, these amounts will be settled as part of the eventual termination of the Methane Princess Lease.

Other transactions:

a) $20 million revolving credit facility: On April 13, 2011, we entered into a $20.0 million revolving credit facility with Golar Partners. In May 2013, Golar Partners drew down $20 million from the facility which it subsequently repaid in December 2013. As of December 31, 2013, Golar Partners has $20.0 million available under this facility to draw down. This facility matures in 2015 and is unsecured and interest-free.

b) Dividends to non-controlling interests:

(in thousands of $)	2013	2012	2011
Faraway Maritime Shipping Company	—	1,800	2,400
Golar Partners	—	30,282	10,132
	—	32,082	12,532

Faraway Maritime Shipping Company owns the vessel, the Golar Mazo.  Golar Partners held a 60% equity interest in the company, with the remaining 40% interest held by CPC Corporation, Taiwan.

In April 2011, following the IPO of our former subsidiary, Golar Partners, our ownership interest fell to 65.4%. Our interest was further diluted as a result of follow-on equity offerings in 2012 and 2013, such that, our ownership interest as of December 31, 2013 stands at 41.4%. Since December 13, 2012, Golar Partners has been considered an affiliate entity and not as our controlled subsidiary.

Since its IPO in April 2011, Golar Partners has declared and paid quarterly distributions totalling $63.7 million, $47.3 million and $19.1 million to us for each of the years ended December 31, 2013, 2012 and 2011, respectively.  

c) Disposals to Golar Partners: Since Golar Partners' IPO in April 2011, we have disposed of equity interests in certain subsidiaries which own or lease and operate the Golar Freeze, the NR Satu and the Golar Grand to Golar Partners. These transactions were deemed to be concluded between entities under common control and, thus the gain on disposal was recorded as an equity transaction (see note 29). In February 2013, we disposed of our interest in the subsidiary which owns and operates the Golar Maria. Since the Partnership is no longer considered to be our controlled entity, this transaction was not accounted for as a transfer of equity interests under common control. Accordingly, we recognized a gain on disposal of Golar Maria (see note 6).

In December 2013, we entered into an agreement to sell our interest in the company that owns and operates the Golar Igloo for the price of $310.0 million subject to certain closing conditions. The sale was completed in March 2014 (see note 36).

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d) Golar Grand option: In connection with the disposal of the Golar Grand in November 2012, we entered into an Option Agreement with Golar Partners. Under the Option Agreement, in the event BG does not extend their charter for the vessel for an additional three years, Golar Partners has an option to require us to charter-in the Golar Grand under a time charter expiring in October 2017.

e) Payment under Omnibus Agreement: During the year, Golar Partners incurred expenses of $3.3 million which was indemnified by the Company as part of the Omnibus Agreement. This was recognized in our statement of operations as "other non-operating expense".

Indemnifications and guarantees:

f) Tax lease indemnifications: Under the Omnibus Agreement, we have agreed to indemnify Golar Partners in the event of any liabilities in excess of scheduled or final settlement amounts arising from the Methane Princess leasing arrangement and the termination thereof.

In addition, to the extent Golar Partners incurs any liabilities as a consequence of a successful challenge by the U.K. Revenue Authorities with regard to the initial tax basis of the transactions relating to any of the U.K. tax leases or in relation to the lease restructuring terminations in 2010, we have agreed to indemnify Golar Partners.

The maximum possible amount in respect of the tax lease indemnification is unknown as the determination of this amount is dependent on our intention of terminating this lease and the various market factors present at the point of termination.  As of December 31, 2013, we recognized a liability of $11.5 million in respect of the tax lease indemnification to Golar Partners (see note 5) representing the fair value at deconsolidation (2012: $11.5 million).

g) Environmental and other indemnifications: Under the Omnibus Agreement, we have agreed to indemnify Golar Partners until April 13, 2016, against certain environmental and toxic tort liabilities with respect to the assets that we contributed or sold to Golar Partners to the extent they arose prior to the time they were contributed or sold. However, claims are subject to a deductible of $0.5 million and an aggregate cap of $5.0 million.

In addition, pursuant to the Omnibus Agreement, we agreed to indemnify Golar Partners for any defects in title to the assets contributed or sold to Golar Partners and any failure to obtain, prior to April 13, 2011, certain consents and permits necessary to conduct Golar Partner's business, which liabilities arise within three years after the closing of its IPO on April 13, 2011.

h) Performance guarantees: We issued performance guarantees to third party charterers in connection with the Time Charter Party agreements entered into with the vessel operating entities who are now subsidiaries of Golar Partners. These performance guarantees relate to the Golar Spirit, the Golar Freeze, the Methane Princess, the Golar Winter and the Golar Mazo.

The maximum potential exposure in respect of the performance guarantees issued by the Company is unknown as these matters cannot be absolutely determined.  The likelihood of triggering the performance guarantees is remote based on the past performance of both our combined fleet.    

i) Debt guarantee: The debt guarantees were issued by us to third party banks in respect of certain secured debt facilities relating to Golar Partners and subsidiaries.  The liability is being amortized over the remaining term of the respective debt facilities with the credit recognized in "Other financial items".

As of December 31, 2013, we guaranteed $533.5 million of Golar Partners' long-term debt and capital lease obligations, net of restricted cash.  All of the facilities and lease obligations guaranteed by Golar are secured on specific vessels.  As of December 31, 2013, these vessels have higher market values than the carrying amounts of the facilities and capital lease obligation to which the vessels are secured against.

j) Legal claim: Refer to discussion in note 35 - NR Satu related claim.

F-52

Omnibus Agreement

In connection with the IPO of Golar Partners, we entered into an Omnibus Agreement with Golar Partners governing, among other things, when we and Golar Partners may compete against each other as well as rights of first offer on certain FSRUs and LNG carriers. Under the Omnibus Agreement, Golar Partners and its subsidiaries agreed to grant a right of first offer on any proposed sale, transfer or other disposition of any vessel it may own. Likewise, we agreed to grant a similar right of first offer to Golar Partners for any vessel under a charter for five or more years, that it may own. These rights of first offer will not apply to a (a) sale, transfer or other disposition of vessels between any affiliated subsidiaries, or pursuant to the terms of any current or future charter or other agreement with a charter party or (b) merger with or into, or sale of substantially all of the assets to, an unaffiliated third-party. In addition, the Omnibus Agreement provides for certain indemnities to Golar Partners in connection with the assets transferred from us.

b) Net income (expenses) from (due to) other related parties (excluding Golar Partners):

(in thousands of $)	2013		2012		2011
Frontline Ltd. and subsidiaries ("Frontline") (i)	49		(325	)	(972	)
Seatankers Management Company Limited ("Seatankers") (i)	(45	)	31		(64	)
Ship Finance AS ("Ship Finance") (i)	207		4		190
Bluewater Gandria (ii)	—		—		125
Golar Wilhelmsen (iii)	(4,899	)	(3,169	)	(2,816	)
World Shipholding (iv)	(976	)	(2,961	)	(2,302	)

(Payables to) receivables from related parties (excluding Golar Partners):

(in thousands of $)	2013		2012
World Shipholding
- Loan (iv)	(50,000	)	—
Frontline	(60	)	(143	)
Seatankers	91		(12	)
Ship Finance	2		2
Seadrill Limited ("Seadrill")	(74	)	—
	(50,041	)	(153	)

i. We transact business with the following parties, being companies in which World Shipholding and companies associated with World Shipholding have a significant interest: Frontline, Ship Finance, Seatankers and Seadrill. Net expense/income from Frontline, Seatankers and Ship Finance comprise fees for management support, corporate and insurance administrative services, net of income from supplier rebates and income from the provision of serviced offices and facilities.   Receivables and payables with related parties comprise primarily of unpaid management fees, advisory and administrative services.  In addition, certain receivables and payables arise when we pay an invoice on behalf of a related party and vice versa.  Receivables and payables are generally settled quarterly in arrears.   

ii. Bluewater Gandria - In January 2012, we acquired the remaining 50% in our joint venture, Bluewater Gandria, which owns the vessel, the Gandria, for a total consideration of $19.5 million. As a result of this transaction, Bluewater Gandria is now our wholly-owned subsidiary. Refer to note 7 for further details of the acquisition. The charges to Bluewater for the year ended December 31, 2011 related to agency fees. 

iii. As of December 31, 2013, we held a 60% ownership interest in Golar Wilhelmsen, which we account for using the equity method (see note 14).  Golar Wilhelmsen recharges management fees in relation to provision of technical and ship management services.

F-53

iv. World Shipholding revolving credit facility - In April 2011, we entered into an $80.0 million revolving credit facility with a company related to our major shareholder, World Shipholding. In January, February and May of 2012, the revolving credit facility was amended to $145.0 million, $250.0 million and $120.0 million, respectively, without any further changes to the original terms of the facility. In July 2012, the facility was repaid in full with the proceeds received from the sale of the companies that own and operate the NR Satu to Golar Partners. In May 2013, the margin on the facility was amended from 3.5% to 3.0%. As of December 31, 2013, we had $50.0 million of borrowings under this facility. The facility is unsecured and bears interest at LIBOR plus 3.0% together with a commitment fee of 0.75% on any undrawn portion of the credit facility.

For each of the years ended December 31, 2013, 2012 and 2011, included within net expenses due to World Shipholding, include loan interest and commitment fees of $1.0 million, $0.8 million, and $1.9 million respectively.

F-54

34. CAPITAL COMMITMENTS

Newbuilding Contracts

Between 2011 and 2012, we entered into newbuilding contracts for the construction of ten LNG carriers and three FSRUs for a total cost of approximately $2.7 billion. As of December 31, 2013, following the delivery of two LNG carriers in 2013, eleven vessels remain to be delivered. All but one are scheduled to be delivered in 2014, with the final delivery timed for 2015 subject to the outcome of negotiations with Samsung to delay delivery of certain vessels. As of December 31, 2013, $1.6 billion remains to be paid in respect of these vessels.

As at December 31, 2013, the estimated timing of the installment payments for these newbuildings are due to be paid as follows:

(in thousands of $)
Payable within 12 months to December 31, 2014	1,495,385
Payable within 12 months to December 31, 2015	152,220
	1,647,605

35. OTHER COMMITMENTS AND CONTINGENCIES

Assets Pledged

(in thousands of $)	December 31, 2013	December 31, 2012
Book value of vessels secured against long-term loans and capital leases	700,726	432,867

Other Contractual Commitments and contingencies

Insurance

We insure the legal liability risks for our shipping activities with Gard and Skuld. Both are mutual protection and indemnity associations.  As a member of a mutual association, we are subject to calls payable to the associations based on our claims record in addition to the claims records of all other members of the association.  A contingent liability exists to the extent that the claims records of the members of the association in the aggregate show significant deterioration, which results in additional calls on the members.    

Tax lease benefits

The benefits under lease financings are derived primarily from tax depreciation assumed to be available to lessors as a result of their investment in the vessels. In the event of any adverse tax changes or a successful challenge by the U.K. Revenue authorities with regard to the initial tax basis of the transactions, or in relation to the lease restructuring and subsequent terminations we have entered into in 2010 or in the event of an early termination of our remaining leases, we may be required to make additional payments to the U.K. vessel lessors or the U.K. revenue authorities which could adversely affect our earnings and financial position.  We would be required to return all or a portion of, or in certain circumstances significantly more than, the upfront cash benefits that we have received or accrued over time, together with fees that were incurred in respect of our lease financing transactions including the restructuring and subsequent termination transactions or post additional security or make additional payments to the U.K. vessel lessors.  Six U.K. tax leases we entered into during 2003 were structured so that a cash benefit was received up front (in total a gross amount before deduction of fees of approximately £41 million British pounds).   Of these six leases we have since terminated five, with one lease remaining, being that of the Methane Princess lease. Pursuant to the deconsolidation of Golar Partners in 2012, Golar Partners is no longer considered a controlled entity but an affiliate and therefore the capital lease obligation relating to this remaining U.K. tax lease is not consolidated into our balance sheet as of December 31, 2013.

F-55

Under the indemnity provisions of the Omnibus Agreement or the respective share purchase agreements, we have agreed to indemnify Golar Partners in the event of any liabilities in excess of scheduled or final scheduled amounts arising from the Methane Princess leasing arrangement and the termination thereof.

In addition, to the extent Golar Partners incurs any liabilities as a consequence of a successful challenge by the U.K. Revenue Authorities with regard to the initial tax basis of the transactions relating to any of the U.K. tax leases or in relation to the lease restructuring and terminations in 2010, we have agreed to indemnify Golar Partners.

Legal proceedings and claims

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

NR Satu related claim

PT Golar Indonesia, a subsidiary of Golar Partners that is both the owner and operator of the NR Satu, has been notified of a claim that may be filed against it by PT Rekayasa, a subcontractor of the charterer, PT Nusantara Regas, claiming that Golar Partners and its subcontractor caused damage to the pipeline in connection with the FSRU conversion of the NR Satu and the related mooring. As of the current date, no suit has been filed and both we and Golar Partners are of the view that, were the claim to be filed with the Indonesian authorities, any resolution could potentially take years. We both continue to believe we have meritorious defences against these claims, however, we are currently involved in compromise settlement discussions with the other parties. An estimate of the compromise settlement amount is between $2 million and $4.8 million. Golar Partners considers it probable that any loss suffered will be recoverable from its subcontractor who is also a party to these settlement discussions.As part of the disposal of the NR Satu in July 2012 by us, we have also agreed to indemnify Golar Partners against any non-recoverable losses.

Golar Viking related claim

In January 2011, Qatar Gas Trading Company Limited ("Nakilat") chartered the Golar Viking from the us for a period of 15 months. In April 2012, the time charter party agreement was terminated early. On February 15, 2013, Nakilat formally commenced arbitration proceedings against Golar claiming damages of $20.9 million for breach of contract, including that of early termination of the charter.  We believe that we have strong arguments to defend ourself against any such claims,  accordingly, as of December 31, 2013, have not recorded any provision. Given the proceedings have only commenced and with the arbitration hearing timed for late 2014, it is possible that the outcome of the arbitration proceedings may result in a loss of anything up to a maximum of $20.9 million.

Douglas Channel LNG Assets Partnership claim

In May 2013, we provided a short-term loan of $12.0 million to Douglas Channel LNG Assets Partnership ("DCLAP") as part of the potential FLNG project in Douglas Channel, British Columbia. The General Partner of DCLAP is a company wholly owned by LNG Partner LLC ("LNGP"). The loan had a maturity date of September 30, 2013 and is secured by a general security agreement over the pipeline transportation capacity on the pipeline system that delivers natural gas to the area where the FLNG project is intended to operate. In September 2013, LNGP filed for bankruptcy. We have also since commenced legal proceedings against LNGP seeking to have a receiver appointed over the secured assets. Of the $12.0 million short-term loan, $2.5 million has been repaid to date. We believe that we have strong arguments regarding our claim and the outstanding loan is recoverable, accordingly, as of December 31, 2013, has not recorded any provision against the outstanding loan receivable.

Other

In December 2005, we signed a shareholders' agreement in connection with the setting up of a jointly owned company to be named Egyptian Company for Gas Services S.A.E ("ECGS"), which was to be established to develop hydrocarbon business and in particular LNG related business in Egypt.  As at December 31, 2013, we had a commitment to pay $1.0 million to a 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.

F-56

36. SUBSEQUENT EVENTS

In February 2014, we declared a dividend of $0.45 per share in respect of the quarter ended December 31, 2013 and paid in March 2014. In addition, Golar Partners made a final cash distribution of $0.52 per unit in February 2014 in respect of the quarter ended December 31, 2013, of which we received $14.7 million of dividend income in relation to our common, subordinated and general partner units and IDRs held at the record date.

In February 2014, we executed a four ship sale and leaseback transaction with ICBL Finance Leasing Co. Ltd ("ICBCL"). The financing structure will fund 90% of the shipyard purchase price of each newbuilding.

In February 2014, we took delivery of the FSRU, the Golar Igloo. On March 28, 2014, we completed our sale of our equity interest in the company that owns and operates the Golar Igloo to Golar Partners for the price of $310.0 million for the vessel (including charter) less the assumed $161.3 million of bank debt, the fair value of the interest rate swap asset of $3.3 million plus other purchase price adjustmentsand paid us the remaining balance in cash using the proceeds of our equity offering in December 2013.

F-57

GOLAR LNG PARTNERS

INDEX TO FINANCIAL STATEMENTS

	Page
GOLAR LNG PARTNERS LP
AUDITED CONSOLIDATED AND COMBINED CARVE-OUT FINANCIAL STATEMENTS
Report of Independent Registered Public Accounting Firm	A-2
Consolidated and Combined Carve-Out Statements of Operations for the years ended December 31, 2013, 2012 and 2011	A-3
Consolidated and Combined Carve-Out Statements of Comprehensive Income for the years ended December 31, 2013, 2012 and 2011	A-4
Consolidated and Combined Carve-Out Balance Sheets as of December 31, 2013and 2012	A-5
Consolidated and Combined Carve-Out Statements of Cash Flows for the years ended December 31, 2013, 2012 and 2011	A-6
Consolidated and Combined Carve-Out Statements of Changes in Partners' Capital/Owners' and Dropdown Predecessor Equity for the years ended December 31, 2013, 2012 and 2011	A-7
Notes to the Audited Consolidated and Combined Carve-Out Financial Statements	A-9

A-1

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Partners of Golar LNG Partners LP:

In our opinion, the accompanying consolidated and combined carve-out balance sheets and the related consolidated and combined carve-out statements of operations, comprehensive income, changes in partners' capital/owners' and dropdown predecessor equity and cash flows present fairly, in all material respects, the financial position of Golar LNG Partners LP and its subsidiaries (the “Partnership”) at December 31, 2013 and December 31, 2012, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2013in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP

 PricewaterhouseCoopers LLP

London, United Kingdom

April 30, 2014

A-2

GOLAR LNG PARTNERS LP

CONSOLIDATED AND COMBINED CARVE-OUT STATEMENTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 2013, 2012 AND 2011

(in thousands of $, except per unit amounts)

	Notes	2013		2012		2011
Operating revenues
Time charter revenues		329,190		286,630		225,452
Total operating revenues		329,190		286,630		225,452
Operating expenses
Vessel operating expenses (1)		52,390		45,474		39,212
Voyage and commission expenses		5,239		4,471		785
Administrative expenses (2)		5,194		7,269		8,235
Depreciation and amortization		66,336		51,167		45,316
Total operating expenses		129,159		108,381		93,548
Operating income		200,031		178,249		131,904
Financial income (expense)
Interest income		1,097		1,797		1,640
Interest expense		(43,195	)	(38,090	)	(19,581	)
Other financial items, net	7	(1,661	)	(5,389	)	(18,521	)
Net financial expenses		(43,759	)	(41,682	)	(36,462	)
Income before income taxes		156,272		136,567		95,442
Income taxes	8	(5,453	)	(9,426	)	(45	)
Net income		150,819		127,141		95,397
Net income attributable to non-controlling interest		(9,523	)	(10,723	)	(9,863	)
Net income attributable to Golar LNG Partners LP Owners		141,296		116,418		85,534
Earnings per unit:	27
Common unit (basic and diluted)		2.31		2.08		1.89
Cash distributions declared and paid per unit in the period (see note 27)		2.05		1.78		0.73

(1) This includes related party ship management fee recharges of $6.7 million, $4.2 million and $4.1 million for the years ended December 31, 2013, 2012 and 2011, respectively. See note 24.

(2) This includes related party management and administrative fee recharges of $2.6 million, $2.9 million and $1.6 million for the years ended December 31, 2013, 2012 and 2011, respectively. See note 24.

The accompanying notes are an integral part of these financial statements.

A-3

GOLAR LNG PARTNERS LP

CONSOLIDATED AND COMBINED CARVE-OUT STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2013, 2012 AND 2011

(in thousands of $)

	2013		2012		2011
Net income	150,819		127,141		95,397
Unrealized net gain (loss) on qualifying cash flow hedging instruments:
Other comprehensive income (loss) before reclassification (1)	7,370		(3,950	)	934
Amounts reclassified from accumulated other comprehensive (loss) income to statement of operations (2)	(775	)	—		—
Net other comprehensive income (loss)	6,595		(3,950	)	934
Comprehensive income	157,414		123,191		96,331
Comprehensive income attributable to:
Partners’, Owners’ and Dropdown Predecessor Equity	147,891		112,468		86,468
Non-controlling interest	9,523		10,723		9,863
	157,414		123,191		96,331

(1) There is no tax impact on any of the periods presented.

(2) Amounts reclassified from accumulated other comprehensive income (loss) to 'Other financial items, net' on the consolidated and combined carve-out statements of operations relate to gains on cash flow hedges in respect of interest rate swaps.

The accompanying notes are an integral part of these financial statements.

A-4

GOLAR LNG PARTNERS LP

CONSOLIDATED BALANCE SHEETS AS OF DECEMBER 31, 2013 AND 2012

(in thousands of $)

	Notes	2013		2012
ASSETS
Current assets
Cash and cash equivalents		103,100		66,327
Restricted cash and short-term investments	16	24,451		30,900
Trade accounts receivable	11	717		—
Other receivables, prepaid expenses and accrued income	12	7,026		4,336
Amounts due from related parties	24	—		3,883
Inventories		1,085		1,924
Total current assets		136,379		107,370
Long-term assets
Restricted cash	16	145,725		190,523
Vessels and equipment, net	13	1,281,591		707,147
Vessels under capital leases, net	14	127,693		485,632
Deferred charges	15	14,270		15,023
Other non-current assets	17	15,561		5,279
Total assets		1,721,219		1,510,974
LIABILITIES AND EQUITY
Current liabilities
Current portion of long-term debt	20	156,363		64,822
Current portion of obligations under capital leases	21	—		5,837
Trade accounts payable		1,587		3,407
Accrued expenses	18	20,088		26,530
Amounts due to related parties	24	5,989		4,429
Other current liabilities	19	57,045		64,692
Total current liabilities		241,072		169,717
Long-term liabilities
Long-term debt	20	733,108		639,697
Long-term debt due to related parties	24	—		34,953
Obligations under capital leases	21	159,008		406,534
Other long-term liabilities	22	17,904		18,529
Total liabilities		1,151,092		1,269,430
Commitments and contingencies (See Note 25)
Equity
Partners’ capital:
Common unitholders: 45,663,096 units issued and outstanding at December 31, 2013 (2012: 36,246,149)		475,610		169,515
Subordinated unitholders: 15,949,831 units issued and outstanding at December 31, 2013 and 2012		6,900		3,713
General partner interest: 1,257,408 units issued and outstanding at December 31, 2013 (2012: 1,065,225)		19,234		5,447
Total partners’ capital		501,744		178,675
Accumulated other comprehensive loss		(2,394	)	(8,989	)
		499,350		169,686
Non-controlling interest		70,777		71,858
Total equity		570,127		241,544
Total liabilities and equity		1,721,219		1,510,974

The accompanying notes are an integral part of these financial statements.

A-5

GOLAR LNG PARTNERS LP

CONSOLIDATED AND COMBINED CARVE-OUT STATEMENTS OF CASH FLOWS FOR

THE YEARS ENDED DECEMBER 31, 2013, 2012 AND 2011

(in thousands of $)

	Notes	2013		2012		2011
Operating activities
Net income		150,819		127,141		95,397
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		66,336		51,167		45,316
Amortization of deferred tax benefit on intragroup transfers		—		(912	)	(2,363	)
Amortization of deferred charges		5,828		1,123		931
Unrealized foreign exchange (gains) losses		(7,435	)	13,893		1,040
Drydocking expenditure		(50,979	)	(8,288	)	(10,543	)
Interest element included in obligations under capital leases		233		401		897
Change in assets and liabilities, net of effects from purchase of Golar Maria:
Trade accounts receivable		(717	)	173		1,698
Inventories		971		(849	)	1,440
Prepaid expenses, accrued income and other assets		(9,747	)	(6,948	)	295
Amounts due from/to related parties		1,581		3,781		16,240
Trade accounts payable		(1,820	)	2,617		(1,281	)
Accrued expenses		(6,632	)	14,015		1,134
Other current liabilities		241		(7,971	)	6,771
Net cash provided by operating activities		148,679		189,343		156,972
Investing activities
Additions to vessels and equipment		(18,152	)	(72,286	)	(100,259	)
Acquisition of Golar Maria, net of cash acquired (1)	10	(119,927	)	—		—
Restricted cash and short-term investments		54,027		(6,512	)	(2,622	)
Net cash used in investing activities		(84,052	)	(78,798	)	(102,881	)
Financing activities
Proceeds from issuance of equity, net of issue costs	26	280,586		401,851		—
Proceeds from short-term debt due to related parties		20,000		—		—
Proceeds from long-term debt	20	230,000		537,194		222,310
Repayment of short-term debt due to related parties		(20,000	)	—		—
Repayments of long-term debt		(149,822	)	(427,217	)	(58,832	)
Repayments of obligations under capital lease		(2,365	)	(6,287	)	(6,151	)
Payments in connection with the lease terminations	21	(250,980	)	—		—
Financing arrangement fees and other costs		(4,794	)	(8,400	)	(854	)
Dividends paid to noncontrolling interests		(10,604	)	(1,799	)	(2,399	)
Cash distributions paid		(119,875	)	(77,588	)	(29,276	)
Distribution to Golar LNG Limited ("Golar") for acquisition of the Golar Freeze	24(k)	—		—		(231,579	)
Dropdown Predecessor dividends		—		—		(24,336	)
Distribution to Golar for acquisition of the NR Satu	24(k)	—		(387,993	)	—
Distribution to Golar for acquisition of the Golar Grand	24(k)	—		(176,769	)	—
Contributions from owner’s funding		—		53,572		72,686
Net cash used in financing activities		(27,854	)	(93,436	)	(58,431	)
Net increase (decrease) in cash and cash equivalents		36,773		17.109		(4,340	)
Cash and cash equivalents at beginning of period		66,327		49,218		53,558
Cash and cash equivalents at end of period		103,100		66,327		49,218
Supplemental disclosure of cash flow information:
Cash paid during the year for:
Interest paid, net of capitalized interest		44,651		40.858		20,415
Income taxes paid		5,575		1,444		1,685

(1)  In addition to the cash consideration paid for the acquisition of the Golar Maria, there were non-cash considerations including assumption of bank debt of $89.5 million (see note 10).

The accompanying notes are an integral part of these financial statements.

A-6

GOLAR LNG PARTNERS LP

CONSOLIDATED AND COMBINED CARVE-OUT STATEMENTS OF CHANGES IN PARTNERS' CAPITAL /OWNERS' AND DROPDOWN PREDECESSOR EQUITY FOR THE YEARS ENDED DECEMBER 31, 2013, 2012 AND 2011

(in thousands of $)

	Dropdown Predecessor Equity		Owner's Invested Equity		Partners’ Capital						Accumulated Other Comprehensive Income (loss)		Total before Non- controlling interest		Non- controlling Interest		Total Owner's Equity
					Common Units		Subordinated Units		General Partner
Combined balance at December 31, 2010	164,882		156,588		—		—		—		—		321,470		55,470		376,940
Combined carve-out net income (Jan 1, 2011 — April 12, 2011)	—		20,741		—		—		—		—		20,741		2,709		23,450
Combined carve-out other comprehensive income	—		984		—		—		—		—		984		—		984
Movement in invested equity (Jan 1, 2011 — April 12, 2011)	—		(13,999	)	—		—		—		—		(13,999	)	—		(13,999	)
Non-controlling interest dividend	—		—		—		—		—		—		—		(1,000	)	(1,000	)
Combined balance at April 12, 2011	164,882		164,314		—		—		—		—		329,196		57,179		386,375
Dropdown predecessor dividends	(24,336	)	—		—		—		—		—		(24,336	)	—		(24,336	)
Net income (1)	21,937		—		29,029		12,079		1,748		—		64,793		7,154		71,947
Other comprehensive (loss) income	(378	)	—		—		—		—		328		(50	)	—		(50	)
Elimination of equity	24,810		14,856		—		—		—		—		39,666		—		39,666
Allocation of Partnership capital to unit holders — April 12, 2011	—		(179,170	)	180,475		—		3,683		(4,988	)	—		—		—
Net change in Parent’s equity in Dropdown Predecessor	86,685		—		—		—		—		—		86,685		—		86,685
Cash distributions	—		—		(16,980	)	(11,710	)	(586	)	—		(29,276	)	—		(29,276	)
Non-controlling interest dividend	—		—		—		—		—		—		—		(1,399	)	(1,399	)
Purchase of Golar Freeze from Golar (note 24(k))	(231,330	)	—		(249	)	—		—		—		(231,579	)	—		(231,579	)
Allocation of Dropdown Predecessor equity (note 24(k))	165,799		—		(162,112	)	—		(3,308	)	(379	)	—		—		—
Combined balance at December 31, 2011	208,069		—		30,163		369		1,537		(5,039	)	235,099		62,934		298,033
Net income (2)	28,015		—		53,998		31,655		2,750		—		116,418		10,723		127,141
Movement in invested equity	53,572		—		—		—		—		—		53,572		—		53,572
Non-controlling interest dividends	—		—		—		—		—		—		—		(1,799	)	(1,799	)
Other comprehensive loss	—		—		—		—		—		(3,950	)	(3,950	)	—		(3,950	)
Cash distributions	—		—		(47,725	)	(28,311	)	(1,552	)	—		(77,588	)	—		(77,588	)
Net proceeds from issuance of common units	—		—		393,814		—		8,037		—		401,851		—		401,851
Elimination of equity not transferred to the Partnership	9,046		—		—		—		—		—		9,046		—		9,046
Purchase of NR Satu from Golar (note 24(k))	(387,993	)	—		—		—		—		—		(387,993	)	—		(387,993	)
Allocation of Dropdown Predecessor equity - NR Satu (note 24(k))	132,321		—		(129,671	)	—		(2,650	)	—		—		—		—
Purchase of Golar Grand from Golar (note 24(k))	(176,769	)	—		—		—		—		—		(176,769	)	—		(176,769	)
Allocation of Dropdown Predecessor equity - Golar Grand (note 24(k))	133,739		—		(131,064	)	—		(2,675	)	—		—		—		—
Consolidated balance at December 31, 2012	—		—		169,515		3,713		5,447		(8,989	)	169,686		71,858		241,544
Net income	—		—		91,576		35,924		13,796		—		141,296		9,523		150,819
Cash distributions (3)	—		—		(81,096	)	(32,737	)	(6,042	)	—		(119,875	)	—		(119,875	)
Non-controlling interest dividends	—		—		—		—		—		—		—		(10,604	)	(10,604	)
Other comprehensive income	—		—		—		—		—		6,595		6,595		—		6,595
Net proceeds from issuance of common units	—		—		274,974		—		5,612		—		280,586		—		280,586
Contribution to equity (4)	—		—		20,641		—		421		—		21,062		—		21,062
Consolidated balance at December 31, 2013	—		—		475,610		6,900		19,234		(2,394	)	499,350		70,777		570,127

A-7

(1) The post acquisition net income (from October 19, 2011 to December 31, 2011) relating to the Golar Freeze in 2011 included within net income was $4.8 million.

(2) The post acquisition net income in 2012 relating to the NR Satu (from July 19, 2012 to December 31, 2012) and the Golar Grand (from November 8, 2012 to December 31, 2012) included within net income amounted to $11.5 million and $4.8 million, respectively.

(3) This includes cash distributions to IDR holders for the year ended December 31, 2013 and 2012 of $3.7 million and $nil, respectively.

(4) In June 2013, the Golar Winter and the Golar Grand were refinanced. We made a cash payment of $251.0 million to the lessors to terminate the respective lease financing arrangements (including the associated Golar Winter currency swap of $25.3 million) and to acquire the legal title of both these vessels. The transaction to acquire the legal title of the vessels was between controlled entities, thus, the vessels continue to be recorded at their historical book values and the difference between the cash payment made and the carrying value of the vessels is an equity contribution. The contribution recognised was $21.1 million.

The accompanying notes are an integral part of these financial statements.

A-8

GOLAR LNG PARTNERS LP

NOTES TO THE AUDITED CONSOLIDATED AND COMBINED CARVE-OUT FINANCIAL STATEMENTS

1. GENERAL

Golar LNG Partners LP (the "Partnership," "we," "our," or "us") was formed as an indirect wholly-owned subsidiary of Golar LNG Limited ("Golar") in September 2007 under the laws of the Marshall Islands for the purpose of acquiring the interests in wholly-owned and partially owned subsidiaries of Golar.

In November 2008, Golar transferred to us interests in certain of its wholly-owned and partially owned subsidiaries that owned a 60% interest in a liquefied natural gas ("LNG") carrier, the Golar Mazo, and which leased the LNG carrier, the Methane Princess, and the floating storage and regasification unit ("FSRU"), the Golar Spirit.  During April 2011, Golar contributed to us the shares of a subsidiary which leased the FSRU, the Golar Winter.

During April 2011, we completed our initial public offering ("IPO").  In connection with the IPO, (i) we issued to Golar 23,127,254 common units and 15,949,831 subordinated units, representing a 98% limited partner interest in us; (ii) we issued to Golar GP LLC, a wholly-owned subsidiary of Golar and our general partner (the "General Partner"), a 2% general partner interest in us and 81% of our incentive distribution rights ("IDRs"); (iii) we issued to Golar LNG Energy Limited, a subsidiary of Golar ("Golar Energy"), 19% of the IDRs; (iv) Golar sold 13,800,000 common units to the public in the IPO and received gross proceeds of $310.5 million, all as further described in Note 3.

The transfers and contributions of the subsidiaries holding interests in the Golar Mazo, the Methane Princess and the Golar Spirit in November 2008, and the Golar Winter in April 2011 from Golar to us were deemed to be a reorganization of entities under common control. As a result, we recorded these transactions at Golar’s historical book values. Accordingly, prior to April 13, 2011 (the closing date of the IPO), Golar LNG Partners LP and its subsidiaries that have interests in four vessels, the Golar Mazo, the Methane Princess, the Golar Spirit and the Golar Winter ("Initial Fleet"), are collectively referred to as the "Combined Entity".

In October 2011 and July 2012, we acquired from Golar interests in subsidiaries that own and operate the FSRUs, the Golar Freeze and the Nusantara Regas Satu ("NR Satu"), respectively. In addition, in November 2012, we acquired from Golar interests in subsidiaries that lease and operate the LNG carrier, the Golar Grand. These transactions are also deemed to be a reorganization of entities under common control. As a result, our financial statements prior to the date the vessels were acquired were retroactively adjusted to include these vessels (herein collectively referred to as the "Dropdown Predecessor") during the periods they and we were under common control of Golar. The excess of the consideration paid by us over Golar’s historical costs is accounted for as an equity distribution to Golar (refer to note 24(k)).

Under the Partnership Agreement, the general partner has irrevocably delegated to our board of directors the power to oversee and direct the operations of, manage and determine the strategies and policies of Golar Partners. During the period from the IPO in April 2011 until the time of our first annual general meeting ("AGM") on December 13, 2012, Golar retained the sole power to appoint, remove and replace all members of our board of directors. From the first AGM, four of our seven board members became electable by the common unitholders and accordingly, from this date, Golar no longer retains the power to control the board of directors and, hence, the Partnership. As a result, we are no longer considered to be under common control of Golar, and from December 13, 2012, we no longer account for vessel acquisitions from Golar as transfers of equity interests between entities under common control.

In February 2013, we acquired from Golar 100% interests in the subsidiary that owns and operates the LNG carrier, the Golar Maria, which we accounted for as an acquisition of a business. Accordingly, the results of the Golar Maria are consolidated into our results from the date of its acquisition. There has been no retroactive restatement of our financial statements to reflect the historical results of the Golar Maria prior to its acquisition.

As of December 31, 2013, we operated a fleet of four FSRUs and four LNG carriers.  Our vessels operate under long-term charter contracts with expiration dates between 2017 and 2024, except for the Golar Grand, which operates on a medium-term charter with an initial term that expires in 2015. However, we have an option to require Golar to enter into a new time charter with us, with Golar as charterer until October 2017 if the current charterer does not renew or extend the existing charter (see note 24).

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As of December 31, 2013, our current liabilities exceeded current assets by $104.7 million. Included within current liabilities as of December 31, 2013, are mark-to-market valuations of swap derivatives of $31.9 million maturing between 2014 and 2020. We have no intention of terminating these swaps before their maturity and hence realizing these liabilities. In addition, we have a debt facility in respect of the Golar Maria of $84.5 million that matures in December 2014 and is, therefore, presented as current debt. We are currently in discussions with several lending banks to refinance this facility ahead of its maturity.

2. SIGNIFICANT ACCOUNTING POLICIES

Basis of accounting

These consolidated and combined financial statements are prepared in accordance with accounting principles generally accepted in the United States of America. Investments in entities in which we directly or indirectly hold more than 50% of the voting control are consolidated in the financial statements, as well as certain variable interest entities in which we are deemed to be subject to a majority of the risk of loss from the variable interest entity’s activities or entitled to receive a majority of the entity’s residual returns, or both. All intercompany balances and transactions are eliminated. The non-controlling interests of the above mentioned subsidiaries are included in the Balance Sheets and Statements of Operations as "Non-controlling interests".

A variable interest entity is defined by the accounting standard as a legal entity where either (a) equity interest holders, as a group, lack the characteristics of a controlling financial interest, including decision making ability and an interest in the entity’s residual risks and rewards, or (b) the equity holders have not provided sufficient equity investment to permit the entity to finance its activities without additional subordinated financial support, or (c) the voting rights of some investors are not proportional to their obligations to absorb the expected losses of the entity, their rights to receive the expected residual returns of the entity, or both and substantially all of the entity’s activities either involve or are conducted on behalf of an investor that has disproportionately few voting rights. A party that is a variable interest holder is required to consolidate a VIE if the holder has both (a) the power to direct the activities that most significantly impact the entity's economic performance and (b) the obligation to absorb losses that could potentially be significant to the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE.

The accompanying consolidated and combined financial statements include the financial statements of the entities listed in Note 4.

As discussed in note 1, from December 13, 2012, we are no longer considered to be under common control with Golar. Any references to consolidated and combined financial statements and allocations to historical combined carve-out financial statements pertain to periods prior to November 2012, the date of our last common control dropdown (Golar Grand).

The consolidated and combined financial statements reflect the results of operations, cash flows and net assets of the Combined Entity including the Dropdown Predecessor, which have been carved out of the consolidated financial statements of Golar. The historical combined financial statements include revenues, expenses and cash flows directly attributable to our interests in the four vessels in the Initial Fleet and the Dropdown Predecessor. Accordingly, the historical combined carve-out financial statements for the years ended December 31, 2012 and 2011 reflect allocations of certain expenses, including that of administrative expenses including share options and pension costs, mark-to-market of interest rate and foreign currency swap derivatives and amortization of deferred tax benefits on intragroup transfers. These allocated costs have been accounted for as an equity contribution in the combined balance sheets. Allocated costs (income) included in the accompanying consolidated and combined statements of income are as follows:

(in thousands of $)	2012		2011
Administrative expenses	1,365		4,947
Pension costs	220		805
Net financial income	(149	)	(2,983	)
	1,436		2,769

For the years ended December 31, 2012 and 2011 the above table includes allocated costs (income) for the combined entity for the period prior to April 13, 2011, representing the period prior to our IPO and for the Dropdown Predecessor, for the periods prior to their acquisition from Golar.

Included within the Owner’s invested and Dropdown Predecessor equity balances were net liabilities that were not transferred to us and therefore were eliminated from our equity position from either the closing date of the IPO in respect of the Golar Spirit, or the acquisition date of the Golar Freeze and the NR Satu. Details of the net liabilities eliminated are as follows:

A-10

(in thousands of $)	Dropdown Predecessor  relating to NR Satu (1)		Dropdown Predecessor relating toGolar Freeze (2)		Combined Entity (“Initial Fleet”) relating to the Golar Spirit (3)		Total
Balance Sheet captions:
Other non-current assets	—		—		12,007		12,007
Other current liabilities	(1,511	)	—		—		(1,511	)
Other long-term liabilities	(7,535	)	(24,810	)	(26,863	)	(59,208	)
Total	(9,046	)	(24,810	)	(14,856	)	(48,712	)

 __________________________________________ 

(1) As of July 19, 2012

(2) As of October 19, 2011

(3) As of April 13, 2011

These consolidated and combined financial statements include the financial position, results of operations and cashflows of the Combined Entity and the Dropdown Predecessor.  In the preparation of these consolidated and combined financial statements, the loan and related balances and interest expenses relating to the NR Satu and the Golar Freeze, the lease related expenses (including termination thereof) relating to the NR Satu, the Golar Freeze and the Golar Spirit, general and administrative expenses (including pension and stock-based compensation), income tax expense, and certain derivatives’ related expenses which were not directly attributable to the respective vessels have been allocated to us on the following basis:

The debt relating to the NR Satu was held in a subsidiary of Golar in connection with the loan facility for five of Golar’s vessels, including the NR Satu. The loan facility was repaid in April 2011. Accordingly, for periods prior to April 2011, the NR Satu’s share of the loan facility, interest expense, deferred finance fees and related balances have been carved out based on the remaining loan balance following the settlement of the Golar Spirit and the Golar Freeze related balances in November 2008 and June 2010, respectively, and based on the 2003 internal valuations performed at inception of the debt.

In contrast, the Golar Freeze, Golar Spirit and the NR Satu associated lease balances, termination thereof and amortization of deferred tax benefits on intragroup transfers have been reflected in these financial statements at Golar’s book value, as they were readily separable and identifiable within the books of Golar.

Vessel operating expenses includes ship management fees for the provision of technical and commercial management of vessels, which have been allocated to us based on intercompany charges invoiced by Golar.

Vessel operating expenses include an allocation of Golar’s defined benefit pension plan costs. Golar operates two defined benefit pension plans for itself and its subsidiaries: one for the crews and one for administrative personnel. The pension cost is calculated in the subsidiaries on a contribution basis and relates principally to crew whose employment cannot be tied to a specific vessel, as they were a shared resource across all vessels. Accordingly, the pension costs have been allocated based on the number of vessels in Golar’s fleet.

Administrative expenses (including stock-based compensation, which are described further below) of Golar that cannot be attributed to a specific vessel and for which we were deemed to have received benefit have been allocated based on the number of vessels in Golar’s fleet.

 Administrative expenses include an allocation of Golar’s stock-based compensation costs. In respect of options awarded to certain employees and directors of Golar, whose employment or service cannot be specifically attributed to any specific vessel. Therefore, it is considered that we, as a part of Golar, received benefit from their services, and so should recognize a share of the respective cost. Accordingly, stock-based compensation costs have been allocated based on the number of vessels in Golar’s fleet.

Other financial items include an allocation of Golar’s mark-to-market adjustments for interest rate swap and foreign currency swap derivatives. In respect of mark-to-market adjustments for interest rate swap derivatives these have been allocated on the basis of our proportion of Golar’s debt including capital leases. For foreign currency derivatives and related adjustments to earnings, these have been allocated on the basis of being separately identifiable and specifically for our benefit.

Income tax expense has been determined for us on a separate returns basis.

A-11

Management has deemed the related allocation reasonable to present the financial position, results of operations, and cash flows of the Combined Entity and Dropdown Predecessor on a stand-alone basis. However, the financial position, results of operations and cash flows of the Combined Entity and Dropdown Predecessor, which are presented as part of the results for the years ended December 31, 2012 and 2011, may differ from those that would have been achieved had we operated autonomously for those years as we would have had additional administrative expenses, including legal, accounting, treasury and regulatory compliance and other costs normally incurred by a listed public entity for the periods prior to the IPO. Accordingly, the financial statements do not purport to be indicative of our future financial position, results of operations or cash flows.

Business combinations

Reorganization of entities under common control are accounted for similar to the pooling of interests method of accounting.  Under this method, the carrying amount of net assets recognized in the balance sheets of each combining entity are carried forward to the balance sheet of the combined entity, and no other assets or liabilities are recognized as a result of the combination.  The excess of the proceeds paid, if any, over the historical cost of the combining entity is accounted for as an equity distribution.  In addition, re-organization of entities under common control are accounted for as if the transfer occurred from the date that both the combining entity and combined entity were both under the common control of Golar.  Therefore, our financial statements prior to the date the interests in the combining entity were actually acquired are retroactively adjusted to include the results of the Combined Entity during the periods it was under common control of Golar.

As discussed in note 1, following the first AGM of common unitholders on December 13, 2012, Golar ceased to control the board of directors as the majority of board members became electable by the common unitholders. As a result, we are no longer considered to be under common control with Golar. As a consequence, effective from December 13, 2012, we no longer account for vessel acquisitions from Golar as a transfer of equity interest between entities under common control.

Business combinations are accounted for under the acquisition method. On acquisition, the identifiable assets, liabilities and contingent liabilities are measured at their fair values at the date of acquisition. Any excess of the cost of acquisition over the fair values of the identifiable net assets acquired is recognized as goodwill. Any deficiency of the cost of acquisition below the fair values of the identifiable net assets acquired (i.e. bargain purchase) is credited to the statement of operations in the period of acquisition. The consideration transferred for an acquisition is measured at fair value of the consideration given. Acquisition related costs are expensed as incurred. The results of subsidiary undertakings are included from the date of acquisition.

Revenue and expense recognition

Revenues include minimum lease payments under time charters, fees for repositioning vessels as well as the reimbursement of certain vessel operating and drydocking costs. Revenues generated from time charters, which we classified as operating leases, are recorded over the term of the charter as service is provided. We do not recognize revenues during days that the vessel is off-hire. Incentives for charterers to enter into lease agreements are spread evenly over the lease term.

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

Under our time charters, the majority of voyage expenses are paid by our customers. Voyage related expenses, principally fuel, may also be incurred when positioning or repositioning the vessel before or after the period of time charter and during periods when the vessel is not under charter or is off-hire, for example when the vessel is undergoing repairs. These expenses are recognized as incurred.

Vessel operating expenses, which are recognized when incurred, include crewing, repairs and maintenance, insurance, stores, lube oils, communication expenses and third party management fees.

Operating leases

Initial direct costs (those directly related to the negotiation and consummation of the lease) are deferred and allocated to earnings over the lease term. Rental income and expense are amortized over the lease term on a straight-line basis.

A-12

Income taxes

Income taxes are based on a separate return basis. The guidance on income taxes prescribes a recognition threshold and measurement attributes for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return.

Deferred tax assets and liabilities are recognized principally for the expected tax consequences of temporary differences between the tax bases of assets and liabilities and their reported amounts. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Realization of the deferred income tax asset is dependent on generating sufficient taxable income in future years.

Comprehensive Income

As of December 31, 2013, 2012 and 2011, our accumulated other comprehensive loss consisted of the following components:

(in thousands of $)	2013		2012		2011
Unrealized net loss on qualifying cash flow hedging instruments	(2,394	)	(8,989	)	(5,039	)

Cash and cash equivalents

We consider all demand and time deposits and highly liquid investments with original maturities of three months or less to be equivalent to cash.

Restricted cash and short-term investments

Restricted cash and short-term investments consist of bank deposits, which may only be used to settle certain pre-arranged loan or lease payments. We consider all short-term investments as held to maturity. These investments are carried at amortized cost. We place our short-term investments primarily in fixed term deposits with high credit quality financial institutions.

Trade receivables

Trade receivables are presented net of allowances for doubtful balances.  At each balance sheet date, all potentially uncollectible accounts are assessed individually for purposes of determining the appropriate provision for doubtful accounts.

Inventories

Inventories, which are comprised principally of fuel, lubricating oils and ship spares, are stated at the lower of cost or market value. Cost is determined on a first-in, first-out basis.

Vessels and equipment

Vessels are stated at cost less accumulated depreciation. The cost of vessels less the estimated residual value is depreciated on a straight-line basis over the assets’ remaining useful economic lives.

Cost of building the mooring equipment was incurred as part of the NR Satu time charter agreement. The cost of the mooring equipment is capitalized and depreciated over the initial lease term of the NR Satu charter.

Refurbishment costs incurred during the period are capitalized as part of vessels and depreciated over the vessels’ remaining useful economic lives. Refurbishment costs are costs that appreciably increase the capacity, or improve the efficiency or safety of vessels and equipment. Drydocking expenditures are capitalized when incurred and amortized over the period until the next anticipated drydocking, which is generally between two and five years. For vessels that are newly built or acquired, we have adopted the “built-in overhaul” method of accounting. The built-in overhaul method is based on the segregation of vessel costs into those that should be depreciated over the useful life of the vessel and those that require drydocking at periodic intervals to reflect the different useful lives of the components of the assets. The estimated cost of the drydocking component is amortized until the date of the first drydocking following acquisition, upon which the cost is capitalized and the process is repeated.

A-13

Useful lives applied in depreciation are as follows:

Vessels	40 to 55 years
Deferred drydocking expenditure	two to five years
Mooring equipment	11 years

Interest costs capitalized in connection with the conversion of the NR Satu into an FSRU for the years ended December 31, 2013, 2012 and 2011 were $nil, $1.8 million and $1.9 million, respectively.

Vessels under capital lease

We lease certain vessels under agreements that have been accounted for as capital leases. Obligations under capital leases are carried at the present value of future minimum lease payments, and the asset balance is amortized on a straight-line basis over the remaining economic useful lives of the vessels. Interest expense is calculated at a constant rate over the term of the lease.

Depreciation of vessels under capital lease is included within depreciation and amortization expense in the statement of operations. Vessels under capital lease are depreciated on a straight-line basis over the vessels’ remaining useful economic lives, based on a useful life of 40 to 50 years. Refurbishment costs and drydocking expenditures incurred in respect of vessels under capital lease are accounted for consistently as that of vessels.

Certain of our capital leases are ‘funded’ via long term cash deposits which closely match the lease liability. Future changes in the lease liability arising from interest rate changes are only partially offset by changes in interest income on the cash deposits, and where differences arise, this is funded by, or released to, available working capital.

Interest costs capitalized

Interest costs are expensed as incurred except for interest costs that are capitalized. Interest is capitalized on all qualifying assets that require a period of time to get them ready for their intended use. Qualifying assets consist of vessels under construction and includes vessels undergoing retrofitting into FSRUs for our own use. The interest capitalized is calculated using the rate of interest on the loan to fund the expenditure or our weighted average cost of borrowings where appropriate, over the term period from commencement of the conversion work until substantially all the activities necessary to prepare the assets for its intended use are complete.

Deferred credit from capital leases

Income derived from the sale of subsequently leased assets is deferred and amortized in proportion to the amortization of the leased assets (see note 22). Amortization of deferred income is offset against depreciation and amortization expense in the statement of operations.

Impairment of long-lived assets

We continually monitor events and changes in circumstances that could indicate carrying amounts of long-lived assets may not be recoverable. When such events or changes in circumstances are present, we assess the recoverability of long-term assets by determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows. If the total of the future cash flows is less than the carrying amount of those assets, we recognize an impairment loss based on the excess of the carrying amount over the fair value of the assets.

Deferred charges

Costs associated with long-term financing, including debt arrangement fees, are deferred and amortized over the term of the relevant loan. Amortization of deferred loan costs is included in "Other financial items, net" in the statement of operations. If a loan is repaid early, any unamortized portion of the related deferred charges is charged against income in the period in which the loan is repaid.

Provisions

A-14

We, in the ordinary course of business, are subject to various claims, suits and complaints.  Management, in consultation with internal and external advisers, will provide for a contingent loss in the financial statements if the contingency had occurred at the date of the financial statements and the likelihood of loss was probable and the amount can be reasonably estimated.  If we have determined that the reasonable estimate of the loss is a range and there is no best estimate within the range, we will provide the lower amount within the range.  See Note 25, "Other Commitments and Contingencies" for further discussion.

Derivatives

We use derivatives to reduce market risks associated with our operations. We use interest rate swaps for the management of interest rate risk exposure. The interest rate swaps effectively convert a portion of our debt from a floating to a fixed rate over the life of the transactions without an exchange of underlying principal.

We seek to reduce our exposure to fluctuations in foreign exchange rates through the use of foreign currency forward contracts.

All derivative instruments are initially recorded at cost as either assets or liabilities in the accompanying balance sheets and subsequently remeasured to fair value, regardless of the purpose or intent for holding the derivative.

Where the fair value of a derivative instrument is a net liability, the derivative instrument is classified in "Other current liabilities" in the balance sheet. Where the fair value of a derivative instrument is a net asset, the derivative instrument is classified in "Other non-current assets" in the balance sheet, except if the current portion is a liability, in which case the current portion is included in "Other current liabilities." The method of recognizing the resulting gain or loss is dependent on whether the derivative contract is designed to hedge a specific risk and also qualifies for hedge accounting. We have adopted hedge accounting for certain of our interest rate swap arrangements designated as cash flow hedges. For derivative instruments that are not designated or do not qualify as hedges, the changes in fair value of the derivative financial instrument are recognized in earnings and recorded each period in current earnings in "Other financial items, net".

When a derivative is designated as a cash flow hedge, we formally document the relationship between the derivative and the hedged item. This documentation includes the strategy risk and risk management for undertaking the hedge and the method that will be used to assess effectiveness of the hedge. If the derivative is an effective hedge, changes in the fair value are initially recorded as a component of accumulated other comprehensive income in equity. The ineffective portion of the hedge is recognized immediately in earnings, as are any gains or losses on the derivative that are excluded from the assessment of hedge effectiveness. We do not apply hedge accounting if it is determined that the hedge was not effective or will no longer be effective, the derivative was sold or exercised, or the hedged item was sold or repaid.

In the periods when the hedged items affect earnings, the associated fair value changes on the hedged derivatives are transferred from equity to the corresponding earnings line item on the settlement of a derivative. The ineffective portion of the change in fair value of the derivative financial instrument is immediately recognized in earnings. If a cash flow hedge is terminated and the originally hedged item is still considered probable of occurring, the gains and losses initially recognized in equity remain there until the hedged item impacts earnings at which point they are transferred to the corresponding earnings line item (i.e. interest expense). If the hedged items are no longer probable of occurring, amounts recognized in equity are immediately reclassified to earnings.

Cash flows from derivative instruments that are accounted for as cash flow hedges are classified in the same category as the cash flows from the items being hedged. Cash flows from economic hedges are classified in the same category as the items subject to the economic hedging relationship.

Foreign currencies

Our and our subsidiaries’ functional currency is the U.S. dollar as the majority of the revenues are received in U.S. dollars and a majority of our expenditures are incurred in U.S. dollars. Our reporting currency is U.S. dollars.

Transactions in foreign currencies during the year are translated into U.S. dollars at the rates of exchange in effect at the date of the transaction. Foreign currency monetary assets and liabilities are translated using rates of exchange at the balance sheet date. Foreign currency non-monetary assets and liabilities are translated using historical rates of exchange. Foreign currency transaction and translation gains or losses are included in the statements of operations.

A-15

Fair Value measurements

We account for fair value measurements in accordance with the Accounting Standards Codification ("ASC") guidance using fair value to measure assets and liabilities. The guidance provides a single definition of fair value, together with a framework for measuring it, and requires additional disclosure about the use of fair value to measure assets and liabilities.

Use of estimates

The preparation of financial statements in accordance with U.S. GAAP requires that management make estimates and assumptions affecting the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

3. FORMATION TRANSACTIONS AND INITIAL PUBLIC OFFERING

During April 2011, the following transactions in connection with the transfer of the interests in the Golar Winter and the subsequent IPO occurred:

Capital contribution

(i) Golar contributed to us its 100% interest in the subsidiary which leased the Golar Winter. This has been accounted for as a capital contribution by Golar to us.

Recapitalization of the Partnership

(ii) We issued to Golar 23,127,254 common units and 15,949,831 subordinated units, representing a 98% limited partner interest in us, in exchange for Golar’s existing 98% limited partner interest in us; and

(iii) We issued 797,492 general partner units to the General Partner, representing a 2% general partner interest in us, and 81% of the IDRs. The remaining 19% of the IDRs were issued to Golar Energy. The IDRs entitle the holder to increasing percentages of the cash we distribute in excess of $0.4428 per unit per quarter.

Initial Public Offering

(iv) In the IPO, Golar sold 13,800,000 of our common units to the public at a price of $22.50 per unit, raising gross proceeds of $310.5 million. 1,800,000 of our common units were sold pursuant to the exercise of the overallotment option granted to the underwriters. Expenses relating to the IPO were borne by Golar.

Rights and Obligations of Partnership Units

• Common units. These represent limited partner interests in us. During the subordination period, the common units have preferential dividend and liquidation rights over the subordinated units as described in note 27. Each outstanding common unit is entitled to one vote on matters subject to a vote of common unitholders. However, if at any time, any person or group owns beneficially more than 4.9% or more of any class of units outstanding, any such units owned by that person or group in excess of 4.9% may not be voted (except for purposes of nominating a person for election to our board). The voting rights of any such common unitholder in excess of 4.9% will effectively be redistributed pro rata among the other common unitholders holding less than 4.9% of the voting power of such class of units. The General Partner, its affiliates and persons who acquired common units with the prior approval of the board of directors will not be subject to this 4.9% limit except with respect to voting their common units in the election of the four elected directors.

• Subordinated units. These represent limited partner interests in us. Subordinated units have limited voting rights and most notably are excluded from voting in the election of the elected directors. During the subordination period, the common units have preferential dividend rights to the subordinated units (see note 27). The subordination period will end on the satisfaction of various tests as prescribed in the Partnership Agreement, but will not end before March 31, 2016, except with the removal of the General Partner as the general partner. Upon the expiration of the subordination period, the subordinated units will convert into common units and will be subject to the same rights as common units.

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• General Partner units. General partner units have preferential liquidation and dividend rights over the subordinated units. There is a limitation on the transferability of the general partner interest such that the General Partner may not transfer all or any part of its general partner interest to another person (except to an affiliate of the General Partner or another entity as part of the merger or consolidation of the General Partner with or into another entity or the transfer by the General Partner of all or substantially all of its assets to another entity) prior to March 31, 2021 without the approval of the holders of at least a majority of the outstanding common units, excluding common units held by the General Partner and its affiliates. The general partner units are not entitled to vote in the election of the four elected directors. However, the General Partner in their sole discretion appoints three of the seven board directors.

• IDRs. The IDRs are non-voting and represent rights to receive an increasing percentage of quarterly distributions of available cash from operating surplus after the minimum quarterly distribution and the target distribution levels have been achieved as described in note 27. The General Partner (including Golar Energy) or its affiliates may not transfer all or any part of its IDRs to another person (except to an affiliate of the General Partner or another entity as part of the merger or consolidation of the General Partner with or into another entity or the transfer by the General Partner of all or substantially all of its assets to another entity) prior to March 31, 2016 without the approval of the holders of at least a majority of the outstanding common units, excluding common units held by the General Partner and its affiliates.

The Partnership Agreement provides that if the General Partner is removed as a general partner under circumstances where cause does not exist and units held by the General Partner and its affiliates are not voted in favor of that removal:

• the subordination period will end and all outstanding subordinated units will immediately convert into common units on a one-for-one basis;

• any existing arrearages in payment of the minimum quarterly distribution on the common units will be extinguished; and

• the General Partner will have the right to convert its general partner interest and its IDRs (and Golar Energy will have the right to convert its IDRs) into common units or to receive cash in exchange for those interests based on the fair market value of the interests at the time.

Agreements

In connection with the IPO, we entered into several agreements including:

• A management and administrative services agreement with Golar Management Limited, a subsidiary of Golar ("Golar Management"), pursuant to which Golar Management agreed to provide certain management and administrative services to us;

• A $20.0 million revolving credit agreement with Golar; and

• An Omnibus Agreement with Golar, the General Partner and others governing, among other things:

• To what extent we and Golar may compete with each other;

• Certain rights of first offer on certain FSRUs and LNG carriers operating under charters for five or more years; and

• The provision of certain indemnities to us by Golar.

We exercised our option under the Omnibus Agreement to purchase the Golar Freeze from Golar in October 2011 and the NR Satu in July 2012.

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4. SUBSIDIARIES

The following table lists our significant subsidiaries and their purpose as of December 31, 2013. Unless otherwise indicated, we own 100% of each subsidiary.

Name	Jurisdiction of Incorporation	Purpose
Golar Partners Operating LLC	Marshall Islands	Holding Company
Golar LNG Holding Corporation	Marshall Islands	Holding Company
Golar Maritime (Asia) Inc.	Republic of Liberia	Holding Company
Oxbow Holdings Inc.	British Virgin Islands	Holding Company
Faraway Maritime Shipping Company (60% ownership)	Republic of Liberia	Owns and operates Golar Mazo
Golar LNG 2215 Corporation	Marshall Islands	Leases Methane Princess
Golar Spirit Corporation	Marshall Islands	Owns Golar Spirit
Golar LNG 2220 Corporation	Marshall Islands	Leased Golar Winter (until June 25, 2013)
Golar Freeze Holding Corporation	Marshall Islands	Owns Golar Freeze
Golar 2215 UK Ltd	United Kingdom	Operates Methane Princess
Golar Spirit UK Ltd	United Kingdom	Operates Golar Spirit
Golar Winter UK Ltd	United Kingdom	Operates Golar Winter
Golar Freeze UK Ltd	United Kingdom	Operates Golar Freeze
Golar Servicos de Operacao de Embaracaoes Limited	Brazil	Management Company
Golar Khannur Corporation	Marshall Islands	Holding Company
Golar LNG (Singapore) Pte.	Singapore	Holding Company
PT Golar Indonesia*	Indonesia	Owns and operates NR Satu
Golar LNG 2226 Corporation	Marshall Islands	Leased Golar Grand (until June 25, 2013)
Golar 2226 UK Ltd	United Kingdom	Operates Golar Grand
Golar LNG 2234 Corporation	Republic of Liberia	Owns and operates Golar Maria
Golar Winter Corporation	Marshall Islands	Owns Golar Winter (from June 26, 2013)
Golar Grand Corporation	Marshall Islands	Owns Golar Grand (from June 26, 2013)

* We hold all of the voting stock and control all of the economic interests in PT Golar Indonesia ("PTGI") pursuant to a Shareholder's Agreement with the other shareholder of PTGI, PT Pesona Sentra Utama ("PT Pesona"). PT Pesona holds the remaining 51% interest in the issued share capital of PTGI.

We consolidated PTGI, which owns the NR Satu, in our consolidated financial statements effective September 28, 2011. PTGI became a VIE and we became its primary beneficiary upon our agreement to acquire all of Golar's interests in certain subsidiaries that own and operate the NR Satu (see note 24(k)) on July 18, 2012. We consolidate PTGI as we hold all of the voting stock and control all of the economic interests in PTGI.

The following table summarizes the balance sheets of PTGI as of December 31, 2013 and 2012:

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(in thousands of $)	2013	2012
ASSETS
Cash	8,225	3,979
Restricted cash	9,980	5,474
Vessels and equipment	354,255	375,443
Other assets	9,056	6,335
Total assets	381,516	391,231
LIABILITIES AND EQUITY
Accrued liabilities	25,020	31,778
Current portion of long-term debt	14,300	14,300
Amounts due to related parties	189,835	199,891
Long-term debt	126,400	140,700
Other liabilities	6,283	1,335
Total liabilities	361,838	388,004
Total equity	19,678	3,227
Total liabilities and equity	381,516	391,231

Trade creditors of PTGI have no recourse to our general credit.

The long-term debt of PTGI is secured against the NR Satu and has been guaranteed by us.

5. RECENTLY ISSUED ACCOUNTING STANDARDS

Adoption of new accounting standards

In December 2011, the Financial Accounting Standards Board ("FASB") amended guidance on disclosures about offsetting assets and liabilities. The amendments require an entity to disclose information about offsetting and related arrangements to enable users of its financial statements to understand the effect of those arrangements on its financial position. The amendments will enhance disclosures required by US GAAP by requiring improved information about financial instruments and derivative instruments that are either offset or subject to an enforceable master netting arrangement or similar agreement, irrespective of whether they are offset in accordance with US GAAP. This information will enable users of an entity's financial statements to evaluate the effect or potential effect of netting arrangements on an entity's financial position, including the effect or potential effect of netting arrangements on an entity's financial position, including the effect or potential effect of rights of set-off associated with certain financial instruments and derivative instruments in the scope of this update. The amendments were required for annual reporting

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periods beginning on or after January 1, 2013, and interim periods within those annual periods. An entity should provide the disclosures required by those amendments retrospectively for all comparative periods presented. The effect of this to our consolidated financial statements is included in note 23.

In July 2012, the FASB amended disclosure requirements relating to testing indefinite-lived intangible assets for impairment. The amendments no longer require entities to disclose the quantitative information about significant unobservable inputs used in fair value measurements categorized within Level 3 of the fair value hierarchy that relate to the financial accounting and reporting for an indefinite-lived intangible asset after its initial recognition. The amendment was effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012. Early adoption is permitted. The amendment did not have a material impact on our consolidated financial statements.

In October 2012, the FASB amended several disclosure requirements of the FASB Accounting Standards Codification relating to investments, consolidation, accounting changes and error corrections, inventory, retirement benefits for defined benefit plans, financial instruments and balance sheet. The amendments were effective for fiscal periods beginning after December 15, 2012. The amendment did not have a material impact on our consolidated financial statements.

In February 2013, further guidance was provided relating to the reporting of the effects on net income of significant amounts reclassified out of each component of accumulated other comprehensive income. Under the updated guidance, the effects on net income of significant amounts reclassified out of each component of accumulated other comprehensive income shall be shown, in one location, either on the face of the statement where net income is presented or as a separate disclosure in the notes to the financial statements. The amendment resulted in additional disclosures in our consolidated and combined carve-out statement of comprehensive income.

In July 2013, the FASB amended Accounting Standards Codification (ASC) Topic 815 permitting the Fed Funds Effective Swap Rate to be used as a U.S. benchmark interest rate for hedge accounting purposes, in addition to U.S. Treasury interest rates and the London Interbank Offered Rate. The amendments also remove the restriction on using different benchmark rates for similar hedges. The amendments were applied prospectively for qualifying new or redesignated hedging relationships entered into on or after July 17, 2013. We have not entered into any qualifying new or redesignated hedging relationships since July 17, 2013 through to the date of these consolidated financial statements. Accordingly, the adoption of this guidance did not have a material impact on our consolidated financial statements.

New accounting standards not yet adopted

In February 2013, the FASB issued guidance for the recognition, measurement and disclosure of obligations resulting from joint and several liability arrangements for which the total amount of the obligation is fixed at the reporting date, including debt arrangements, other contractual obligations and settled litigation and judicial rulings. The guidance requires an entity to measure obligations resulting from joint and several liability arrangements for which the total amount of the obligation within the scope of this guidance is fixed at the reporting date, as the sum of (a) the amount the reporting entity agreed to pay on the basis of its arrangement among its co-obligors and (b) any additional amount the reporting entity expects to pay on behalf of its co-obligors. The guidance also requires an entity to disclose the nature and amount of the obligation as well as other information about those obligations. The amendments are effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. We are evaluating the impact of the adoption of this amended guidance.

In July 2013, the FASB issued guidance on the presentation of unrecognized tax benefits. This guidance requires an entity to present an unrecognized tax benefit, or a portion of an unrecognized tax benefit, in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward, to the extent a net operating loss carryforward, a similar tax loss, or a tax credit carryforward is not available at the reporting date under the tax law of the applicable jurisdiction to settle any additional income taxes that would result from the disallowance of a tax position or the tax law of the applicable jurisdiction does not require the entity to use, and the entity does not intend to use, the deferred tax asset for such purpose, the unrecognized tax benefit should be presented in the financial statements as a liability and should not be combined with deferred tax assets. The amendments are effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. We do not expect the adoption of this guidance to have a material impact on the financial statements.

6. SEGMENTAL INFORMATION

We have not presented segmental information as we consider that we operate in one reportable segment, the LNG market. During 2013, 2012 and 2011, our fleet operated under time charters and in particular with six charterers, Petrobras, Dubai Supply Authority ("DUSUP"), Pertamina, PT Nusantara Regas ("PTNR"), BG Group plc and Eni S.p.A. Petrobras is a Brazilian energy company. DUSUP is a government entity which is the sole supplier of natural gas to the Emirates.  Pertamina is the state-owned oil and gas

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company of Indonesia. PTNR is a joint venture company of Pertamina and Perusahaan Gas Negara, an Indonesian company engaged in the transport and distribution of natural gas in Indonesia. BG Group plc is headquartered in the United Kingdom. Eni S.p.A is an integrated energy company headquartered in Italy. In time charters, the charterer, not us, controls the choice of which routes our vessel will serve. These routes can be worldwide as determined by the charterers except for our FSRUs which operate at specific locations where the charterers are based. Accordingly, our management, including the chief operating decision maker, does not evaluate our performance either according to customer or geographical region.

In the years ended December 31, 2013, 2012 and 2011, revenues from the following customers accounted for over 10% of our consolidated and combined revenues:

(in thousands of $)	2013			2012			2011
Petrobras	85,899	26	%	92,952	32	%	93,741	41	%
DUSUP	48,029	15	%	48,328	17	%	47,054	21	%
Pertamina	37,302	11	%	37,300	13	%	37,829	17	%
BG Group plc	66,341	20	%	66,148	23	%	25,101	11	%
PTNR	65,478	20	%	41,902	15	%	—	—	%
Gas Natural Aprovisionamientos SDG S.A.	—	—	%	—	—	%	21,474	10	%

Geographic segment data 

The following geographical data presents our revenues and fixed assets with respect only to our FSRUs, operating under long-term charters, at specific locations. LNG vessels operate on a worldwide basis and are not restricted to specific locations. Accordingly, it is not possible to allocate the assets of these operations to specific countries.

Revenues	2013	2012	2011
Brazil	85,899	92,952	93,741
United Arab Emirates	48,029	48,328	47,054
Indonesia	65,478	41,902	—

Fixed assets	2013	2012
Brazil	413,967	379,061
United Arab Emirates	142,757	153,097
Indonesia	233,734	247,942

7. OTHER FINANCIAL ITEMS, NET

(in thousands of $)	2013		2012		2011
Amortization of deferred financing costs	(5,828	)	(1,123	)	(931	)
Financing arrangement fees and other costs	(2,101	)	(411	)	(536	)
Interest expense on un-designated interest rate swaps	(8,188	)	(6,609	)	(5,788	)
Mark-to-market adjustment for interest rate swap derivatives (see note 23)	12,845		1,328		(9,427	)
Mark-to-market adjustment for currency swap derivatives (see note 23)	(4,839	)	7,204		(1,417	)
Foreign exchange gain (loss) on capital lease obligations and related restricted cash	7,084		(5,602	)	182
Foreign exchange loss on operations	(634	)	(176	)	(604	)
Total	(1,661	)	(5,389	)	(18,521	)

As discussed in note 2, mark-to-market adjustments on interest rate and currency swap derivatives also include an allocation of Golar's mark-to-market adjustments on derivatives entered into by Golar. For the years ended December 31, 2012 and 2011, the amounts allocated to the Partnership was a gain of $0.1 million and loss of $2.5 million, respectively.

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8. TAXATION

The components of income tax expense are as follows:

(in thousands of $)	2013		2012		2011
Current tax expense (credit):
U.K.	(373	)	1,888		1,044
Indonesia	5,047		7,395		—
Brazil	779		1,055		1,364
Total current tax expense	5,453		10,338		2,408
Deferred tax income:
Amortization of deferred tax benefit on intra-group transfer (Note 2)	—		(912	)	(2,363	)
Total income tax expense	5,453		9,426		45

United States

Pursuant to the Internal Revenue Code of the United States (the “Code”), U.S. source income from the international operations of ships is generally exempt from U.S. tax if the company operating the ships meets certain requirements. Among other things, in order to qualify for this exemption, the company operating the ships must be incorporated in a country which grants an equivalent exemption from income taxes to U.S. citizens and U.S. corporations and must be more than 50% owned by individuals who are residents, as defined, in such country or another foreign country that grants an equivalent exemption to U.S. citizens and U.S. corporations. Our management believes that we satisfied these requirements and therefore by virtue of the above provisions, we were not subject to tax on its U.S. source income.

A reconciliation between the income tax expense resulting from applying either the U.S. federal or Marshall Islands statutory income tax rate and the reported income tax expense has not been presented herein as it would not provide additional useful information to users of the financial statements as our net income is subject to neither Marshall Islands nor U.S. tax.

United Kingdom

Current taxation credit of $0.4 million, charge of $1.9 million and charge of $1.0 million for the years ended December 31, 2013, 2012 and 2011, respectively, relates to taxation of the operations of our United Kingdom subsidiaries. Taxable revenues in the United Kingdom are generated by our UK subsidiary companies and are comprised of revenues from the operation of five of our vessels. The statutory tax rate in the United Kingdom as of December 31, 2013 was 23%.

We record deferred income taxes to reflect the net tax effects of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. We did not have any deferred tax assets at December 31, 2013 or 2012.

Brazil

Current taxation charges of $0.8 million, $1.1 million and $1.4 million for the years ended December 31, 2013, 2012 and 2011, respectively, refer to taxation levied on the operations of our Brazilian subsidiary.

Indonesia

Current taxation charges of $5.0 million, $7.4 million and $nil for the years ended December 31, 2013, 2012 and 2011, respectively, refer to taxation levied on the operations of our Indonesian subsidiary. However, the tax exposure in Indonesia is intended to be mitigated by revenue due under the time charter. This tax element of the time charter rate was established at the beginning of the time charter, and shall be adjusted only where there is a change in Indonesian tax laws or the invalidity of certain stipulated tax assumptions.

We record deferred income taxes to reflect the net tax effects of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes.

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Other jurisdictions

No tax has been levied on income derived from our subsidiaries registered in the Marshall Islands, Liberia and the British Virgin Islands.

The following table summarizes the earliest tax year that remain subject to examination by the major taxable jurisdictions in which we operate:

Jurisdiction	Earliest
U.K.	2008
Brazil	2008
Indonesia	2012

Deferred income tax assets are summarized as follows:

(in thousands of $)	2013		2012
Deferred tax assets, gross	6,070		—
Valuation allowances	(6,070	)	—
Deferred tax assets, net	—		—

Deferred tax assets, gross relate to net operating losses carried forward for the NR Satu. The deferred tax asset was fully provided for during the year as we do not consider this as realizable. Valuation allowances of 6.1 million, $nil and $1.0 million arose in the years ended December 31, 2013, 2012 and 2011, respectively, and were recognized in our consolidated and combined carve-out statements of operations.

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9. OPERATING LEASES

Rental income

The minimum contractual future revenues to be received on time charters as of December 31, 2013, were as follows:

Year ending December 31, (in thousands of $)	Total
2014	351,888
2015	352,154
2016	340,567
2017	337,040
2018	212,290
2019 and later	789,524
Total	2,383,463	(1)

____________________________________

(1) This includes revenues from Golar relating to the Option Agreement entered into in connection with the acquisition of the Golar Grand in November 2012. In the event the current charterer does not renew or extend its charter beyond 2015, we have the option to require Golar to charter the vessel through to October 2017.

Minimum lease revenues are calculated based on certain assumptions such as those relating to expected off-hire days and, for those days on-hire, estimates of the operating component of the charter rate (where applicable) which includes assumptions as to forecast foreign currency rates, changes in the specified consumer price index, amongst others. For those charters containing provisions for reimbursement for drydocking expenditure, these revenues have not been reflected in minimum lease revenues above.

PTNR has the right to purchase the NR Satu at any time after the first anniversary of the commencement date of its charter at a price that must be agreed upon between us and PTNR. We have assumed that this option will not be exercised. Accordingly, the minimum lease revenues set out above include revenues arising within the option period.

The cost and accumulated depreciation of vessels leased to third parties at December 31, 2013 and 2012 were $1,858.3 million and $1,555.7 million; and $449.0 million and $362.9 million, respectively. For arrangements where operating costs are borne by the charterer on a pass through basis, the pass through of operating costs are reflected in both revenue and expenses.

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10.  BUSINESS COMBINATION

On February 7, 2013, we acquired Golar's 100% interest in the company that owns and operates the Golar Maria. The purchase consideration was $215 million for the vessel less the assumed bank debt of $89.5 million and the fair value of the interest rate swap liability of $3.1 million plus other purchase price adjustments of $5.5 million. The Golar Maria was delivered to its current charterer, LNG Shipping S.p.A. ("LNG Shipping"), a subsidiary of Eni S.p.A in November 2012 under a charter expiring in December 2017. The acquisition of the Golar Maria was deemed accretive to our distributions.

We accounted for the acquisition of the Golar Maria as a business combination. The purchase price of the acquisition has been allocated to the identifiable assets acquired. The allocation of the purchase price to acquired identifiable assets was based on their estimated fair values at the date of acquisition. The fair values allocated to each class of identifiable assets of Golar Maria and the difference between the purchase price and net assets acquired were calculated as follows:

(in thousands of $)			February 7, 2013
Purchase consideration			127,910		(1)
Less: Fair value of net assets (liabilities) acquired:
Vessel and equipment	215,000
Cash	7,981
Fair value of interest rate swap	(3,096	)
Long-term debt	(89,525	)
Other assets and liabilities	(2,450	)
Subtotal			(127,910	)
Difference between the purchase price and fair value of net assets acquired			—

__________________________________________

(1) The cash purchase consideration of $127.9 million comprises the following:

(in thousands of $)
Cash consideration paid to Golar	125,500
Adjustment for the interest rate swap liability assumed	(3,096	)
Other purchase price adjustments	5,506
	127,910

Revenue and profit contributions

Since the acquisition date, the business has contributed revenues of $26.1 million and net income of $14.5 million to us for the period from February 7, 2013 to December 31, 2013.

The table below shows our comparative summarized consolidated pro forma financial information for the years ended December 31, 2013 and 2012, giving effect to our acquisition of the Golar Maria as if it had taken place on January 1, 2012.

	Unaudited	Unaudited
(in thousands of $, except per unit data)	2013	2012
Revenues	332,150	308,617
Net income	152,388	135,472
Earnings per unit (basic and diluted):
Common unitholders	$2.33	$2.52

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11. TRADE ACCOUNTS RECEIVABLE

Trade accounts receivable are presented net of provisions for doubtful accounts. As of December 31, 2013 and 2012, there was no provision for doubtful accounts.

12. OTHER RECEIVABLES, PREPAID EXPENSES AND ACCRUED INCOME

(in thousands of $)	2013	2012
Other receivables	2,937	1,219
Prepaid expenses	4,089	2,874
Accrued interest income	—	243
	7,026	4,336

As of December 31, 2013, included in other receivables is an amount for an indemnification receivable of $2 million (see note 25).

13. VESSELS AND EQUIPMENT, NET

(in thousands of $)	2013		2012
Cost	1,665,039		954,992
Accumulated depreciation	(383,448	)	(247,845	)
Net book value	1,281,591		707,147

As of December 31, 2013 and 2012, we owned seven and four vessels, respectively.

The increase in the number of vessels in the year ended December 31, 2013 is due to the acquisition of the Golar Maria in February 2013 (see note 10) and the termination of the lease financing arrangements relating to the Golar Winter and the Golar Grand to acquire the legal title of both these vessels. The Golar Winter and the Golar Grand were previously included within vessels under capital leases, net, as of December 31, 2012 (see note 14).

Drydocking costs of $68.7 million and $20.9 million are included in the cost amounts for December 31, 2013 and 2012, respectively. Accumulated amortization of those costs at December 31, 2013 and 2012 was $16.6 million and $4.3 million, respectively.

Mooring equipment of $38.1 million is included in the cost for December 31, 2013 and 2012. Accumulated depreciation of the mooring equipment at December 31, 2013 and 2012 was $6.0 million and $2.4 million, respectively.

Depreciation and amortization expense for the years ended December 31, 2013, 2012 and 2011 was $55.1 million, $35.2 million and $29.3 million, respectively.

As of December 31, 2013 and 2012, vessels and equipment with a net book value of $1,281.6 million and $707.1 million, respectively, were pledged as security for certain debt facilities (see note 25).

14. VESSELS UNDER CAPITAL LEASES, NET

(in thousands of $)	2013		2012
Cost	168,492		600,733
Accumulated depreciation	(40,799	)	(115,101	)
Net book value	127,693		485,632

As of December 31, 2013 and 2012, we operated one and three vessels under capital leases, respectively. The lease is in respect of a refinancing transaction undertaken during 2003, as described in note 21.

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The decrease in vessels under capital leases is as a result of the termination of the lease financing arrangements relating to the Golar Winter and the Golar Grand and the acquisition of the legal title of these vessels (see note 21). As of December 31, 2013, these assets are now included within vessels and equipment, net (see note 13).

Drydocking costs of $8.1 million and $9.9 million are included in the cost amounts above as of December 31, 2013 and 2012, respectively. Accumulated amortization of those costs at December 31, 2013 and 2012 was $0.9 million and $6.7 million, respectively.

Depreciation and amortization expense for vessels under capital leases for the years ended December 31, 2013, 2012 and 2011 was $11.9 million, $16.6 million and $16.6 million, respectively.

15. DEFERRED CHARGES

Deferred charges represent financing costs, principally bank fees that are capitalized and amortized to other financial items over the life of the debt instrument. If a loan is repaid early, any unamortized portion of the related deferred charges is charged against income in the period in which the loan is repaid. The deferred charges are comprised of the following amounts:

(in thousands of $)	2013		2012
Debt arrangement fees and other deferred financing charges	20,677		19,684
Accumulated amortization	(6,407	)	(4,661	)
	14,270		15,023

Amortization expense of deferred charges, for the years ended December 31, 2013, 2012 and 2011 was $5.8 million, $1.1 million and $0.9 million, respectively.

The increase in debt arrangement fees and other deferred financing charges is due to costs capitalized in relation to the Golar Partners Operating Credit Facility which we entered into to refinance the Golar Winter and the Golar Grand.

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16. RESTRICTED CASH AND SHORT-TERM INVESTMENTS

Our short-term restricted cash and investment balances in respect of our debt and lease obligations are as follows:

(in thousands of $)	2013	2012
Total security lease deposits for lease obligations	5,639	5,398
Restricted cash relating to the Golar Freeze facility (see note 20)	8,832	8,994
Restricted cash relating to the Mazo facility (see note 20)	—	11,034
Restricted cash relating to the NR Satu facility (see note 20)	9,980	5,474
	24,451	30,900

Restricted cash does not include minimum consolidated cash balances of $25 million required to be maintained as part of the financial covenants in some of our loan facilities, as these amounts are included in "Cash and cash equivalents" (see note 20).

As of December 31, 2013 and 2012, the value of deposits used to obtain letters of credit to secure the obligations for the lease arrangements described in note 21 was $151.4 million and $195.9 million, respectively. These security deposits are referred to in these financial statements as restricted cash. The Methane Princess Lease security deposit earns interest based upon GBP LIBOR.

Our restricted cash balances in respect of our lease obligations are as follows:

(in thousands of $)	2013		2012
Methane Princess Lease security deposits	151,364		150,913
Golar Grand Lease security deposits	—		45,008
Total security deposits for lease obligations	151,364		195,921
Included in short-term restricted cash and short-term investments	(5,639	)	(5,398	)
Long-term restricted cash	145,725		190,523

17. OTHER NON-CURRENT ASSETS

(in thousands of $)	2013	2012
Mark-to-market cross currency interest rate swaps valuation relating to high-yield bonds (see note 23)	—	1,819
Mark-to-market interest rate swaps valuation (see note 23)	5,335	—
Methane Princess Lease security deposit movements (see note 24(h))	4,257	—
Other long-term assets	5,969	3,460
	15,561	5,279

 Included within "Other long-term assets" are: (i) capitalized commission expenses and lease incentives incurred in connection with securing the NR Satu time charter amounting to $6.0 million and $2.3 million as of December 31, 2013 and 2012, respectively. These costs are amortized over the term of the NR Satu time charter. Amortization expense for the years ended December 31, 2013, 2012 and 2011 was $0.7 million, $0.2 million and $nil, respectively; and (ii) an amount of $1.2 million which was previously included within the total as of December 31, 2012, which related to the Golar Winter modification. Upon completion of the modification in 2013, the balance was transferred to vessels and equipment, net.

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18. ACCRUED EXPENSES

(in thousands of $)	2013	2012
Vessel operating and drydocking expenses	5,538	6,737
Administrative expenses	757	281
Interest expense	6,273	7,729
Provision for tax	7,520	11,783
	20,088	26,530

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19. OTHER CURRENT LIABILITIES

(in thousands of $)	2013	2012
Deferred revenue	17,888	12,848
Mark-to-market interest rate swaps valuation (see note 23)	15,119	24,991
Mark-to-market cross currency interest rate swaps valuation (see note 23)	16,804	—
Mark-to-market foreign exchange rate swaps valuation (see note 23)	—	20,527
Deferred credits from capital lease transactions (see note 22)	625	625
Other creditors (see note 25)	6,609	5,701
	57,045	64,692

20. DEBT

(in thousands of $)	2013		2012
Total long-term debt due to third parties	889,471		704,519
Less: current portion of long-term debt due to third parties	(156,363	)	(64,822	)
Total long-term debt due to third parties	733,108		639,697
Total long-term debt due to related parties	—		34,953
Long-term debt	733,108		674,650

Our outstanding debt as of December 31, 2013 is repayable as follows:

Year Ending December 31, (in thousands of $)
2014	156,363
2015	99,782
2016	62,550
2017	276,651
2018	230,942
2019 and thereafter	63,183
Total	889,471

 Excluding the high-yield bonds, our debt is denominated in U.S. dollars and bears interest at fixed or floating rates at a weighted average interest rate for the years ended December 31, 2013 and 2012 of 3.37% and 3.93%, respectively.

At December 31, 2013, the maturity dates for our debt were as follows:

(in thousands of $)	2013	2012	Maturity date
Mazo facility	—	13,521	2013
Golar Maria facility	84,525	—	2014
High-yield bonds	214,100	233,804	2017
Golar LNG Partners credit facility	160,500	247,500	2018
Golar Partners Operating credit facility	215,000	—	2018
Golar Freeze facility	74,646	89,647	2015/2018*
NR Satu facility	140,700	155,000	2019
	889,471	739,472

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*The Commercial Loan facility tranche matures in 2015 and the Exportfinans Loan facility tranche matures in 2018.

Mazo Facility

In November 1997, Osprey, Golar’s predecessor, entered into a secured loan facility of $214.5 million in respect of the vessel, the Golar Mazo. The Mazo facility matured in June 2013 and the corresponding restricted cash balances were released to cash.

Golar Maria Facility

The Golar Maria facility is secured against the Golar Maria and was assumed by us upon the acquisition of the company that owns and operates the vessel from Golar in February 2013. The amount originally drawn down under the facility was $120 million, but the balance outstanding under the facility at the date of acquisition was $89.5 million. The Golar Maria facility bears interest at LIBOR plus a 0.95% margin and is repayable in quarterly installments with a final balloon payment of $80.8 million due in December 2014. As of December 31, 2013, we had $84.5 million of borrowings outstanding under the Golar Maria facility and thus, is presented under current debt. We expect to refinance this facility ahead of its expiration.

High-yield Bonds

In October 2012, we completed the issuance of NOK 1,300 million senior unsecured bonds that mature in October 2017. The aggregate principal amount of the bonds at the time of issuance is equivalent to approximately $227 million. The bonds bear interest at three months NIBOR plus a margin of 5.20% payable quarterly. All interest and principal payments on the bonds were swapped into U.S. dollars including fixing interest payments at 6.485%. The net proceeds from the bonds were used primarily to repay the $222.3 million 6.75% loan due October 2014 from Golar that was utilized to purchase the Golar Freeze (Golar LNG Vendor Financing Loan - Golar Freeze). The bonds were listed on the Oslo Bors ASA in December 2012. As of December 31, 2013, the U.S. dollar equivalent of the principal amount is $214.1 million.

Golar LNG Partners Credit Facility

In September 2008, we refinanced existing loan facilities in respect of two of our vessels, the Methane Princess and the Golar Spirit, and entered into a new $285 million revolving credit facility with a banking consortium. The loan is secured against the Golar Spirit and the assignment to the lending banks of a mortgage given to us by the lessors of the Methane Princess, with a second priority charge over the Golar Mazo.

The revolving credit facility accrues floating interest at a rate per annum equal to LIBOR plus a margin of 1.15%. The initial draw down amounted to $250 million in November 2008. The total amount outstanding at the time of refinancing, in respect of the two vessels’ facilities was $202.3 million. As of December 31, 2013, the revolving credit facility provided for available borrowings of up to $225.5 million, of which $160.5 million was outstanding. The revolving credit facility is a reducing facility which decreases by $2.5 million per quarter from June 30, 2009 through December 31, 2012 and by $5.5 million per quarter from March 31, 2013 through December 31, 2017. As of December 31, 2013, we had an undrawn balance of $65 million available to us under this revolving credit facility. The loan has a term of ten years and is repayable in quarterly installments commencing in May 2009 with a final balloon payment of $137.5 million due in March 2018, its maturity date.

Golar Partners Operating Credit Facility

In June 2013, we refinanced existing lease financing arrangements in respect of two vessels, the Golar Winter and the Golar Grand, and entered into a new five year, $275 million loan facility with a banking consortium. The loan facility is split into two tranches, a $225 million term loan facility and a $50 million revolving credit facility which matures in June 2018. As of December 31, 2013, we had an undrawn balance of $50 million available to us under this revolving credit facility. The loan facility is secured against the Golar Winter and the Golar Grand and is repayable in quarterly installments with a final balloon payment of $130 million payable in July 2018. The loan facility and the revolving credit facility bear interest at LIBOR plus a margin of 3% together with a commitment fee of 1.2% on any undrawn portion of the facility. As of December 31, 2013, we had $215.0 million of borrowings outstanding under the Golar Partners Operating credit facility.

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Golar Freeze Facility

We assumed the Golar Freeze facility pursuant to the purchase of the Golar Freeze from Golar, in October 2011. The amount originally drawn down under the facility in June 2010 was $125 million. The amount outstanding under the facility at the time we assumed the debt was approximately $108.0 million.  As of December 31, 2013, there was approximately $74.6 million of borrowings outstanding under the Golar Freeze facility. The Golar Freeze facility is secured against the Golar Freeze. The facility is with a syndicate of banks and financial institutions and bears interest at LIBOR plus a margin of 3%. The facility is split into two tranches, the Commercial Loan facility and the Exportfinans Loan facility. Repayments under the Commercial Loan facility tranche are due quarterly based on an annuity profile with a final balloon payment of $34.8 million payable in May 2015. The Exportfinans Loan facility tranche is for $50 million with a term of eight years and repayable in equal quarterly installments with the final payment due in June 2018. The Golar Freeze facility requires certain balances to be held on deposit during the period of the loan (see note 16).

NR Satu Facility

In December 2012, PTGI, the company that owns and operates the FSRU, NR Satu, entered into a seven year secured loan facility. The total facility amount is $175 million and is split into two tranches, a $155 million term loan facility and a $20 million revolving facility. The facility is with a syndicate of banks and bears interest at LIBOR plus a margin of 3.5% together with a commitment fee of 1.4% on any undrawn portion of the facility. PTGI drew down $155 million on the term loan facility in December 2012. The loan is payable on a quarterly basis with a final balloon payment of $52.5 million payable in March 2020. The NR Satu facility requires certain balances to be held on deposit during the period of the loan (see note 16).

As of December 31, 2013, the margins we pay under our loan agreements are above LIBOR at a fixed or floating rate ranging from 0.95% to 3.50%. The margin related to our high-yield bond is 5.20% above NIBOR.

Debt and lease restrictions

Our loan debt is collateralized by ship mortgages and, in the case of some debt, pledges of shares by each guarantor subsidiary. The existing financing agreements impose operating and financing restrictions which may limit or prohibit, among other things, our ability to incur additional indebtedness, create liens, sell capital shares of subsidiaries, make certain investments, engage in mergers and acquisitions, purchase and sell vessels, enter into time or consecutive voyage charters or pay dividends without the consent of the lenders. In addition, lenders may accelerate the maturity of indebtedness under financing agreements and foreclose upon the collateral securing the indebtedness upon the occurrence of certain events of default, including a failure to comply with any of the covenants contained in the financing agreements. Our various debt agreements contain certain covenants, which require compliance with certain financial ratios. Such ratios include equity ratio covenants, working capital ratios, net debt to EBITDA ratios and minimum free cash restrictions. With regards to cash restrictions, we have covenanted to retain at least $25 million of cash and cash equivalents on a consolidated group basis. In addition, there are cross default provisions in most of our and Golar's loan and lease agreements.

In April 2013, we received waivers relating to the requirement under the Golar LNG Partners credit facility and the Golar Freeze facility relating to change of control over the Partnership. Following the grant of such waivers, in order to permanently resolve this issue, the loan facilities affected by the loss of control which contained the change of control provisions were amended in June 2013. We are now in compliance with all covenants.

21. CAPITAL LEASES

(in thousands of $)	2013	2012
Total obligations under capital leases	159,008	412,371
Less: current portion of obligations under capital leases	—	(5,837	)
Long-term obligations under capital leases	159,008	406,534

As of December 31, 2013 and 2012, we operated one and three vessels under capital leases, respectively. These leases were in respect of a refinancing transaction in 2003, a lease financing transaction in 2004 and another in 2005.

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The leasing transaction, which occurred in August 2003, was in relation to the newbuilding, the Methane Princess. We novated the Methane Princess newbuilding contract prior to completion of construction and leased the vessel from the same financial institution in the United Kingdom (“The Methane Princess Lease”).  The lessor of the Methane Princess has a second priority security interest in the Methane Princess and the Golar Spirit. Our obligation to the lessor under the Methane Princess Lease is secured by a letter of credit (“LC”) provided by other banks. Details of the security deposit provided by us to the bank providing the LC are given in note 16.

The leasing transactions, which occurred in April 2004 and 2005, were in relation to the newbuildings, the Golar Winter and the Golar Grand, respectively. In each case, we novated the vessels’ newbuilding contracts prior to the completion of construction and then leased the vessel from a financial institution in the UK.

The decrease in the number of vessels under capital leases is due to the termination of the Golar Winter and Golar Grand lease obligations in June 2013 (see note 14) and their refinancing with the Golar Partners Operating Credit Facility as described in note 20.

As of December 31, 2013, we are committed to make quarterly minimum capital lease payments (including interest), as follows:

Year ending December 31, (in thousands of $)	Methane Princess Lease
2014	7,754
2015	8,055
2016	8,361
2017	8,676
2018	9,022
2019 and thereafter	183,564
Total minimum lease payments	225,432
Less: Imputed interest	(66,424	)
Present value of minimum lease payments	159,008

The Methane Princess Lease liability continues to increase until 2014 and thereafter decreases over the period to 2034, which is the end of the primary term of the lease. The interest element of the lease rentals is accrued at a floating rate based upon British Pound (GBP) LIBOR.

We determined that the entities that owned the vessels were variable interest entities in which we had a variable interest and was the primary beneficiary. Upon the initial transfer of the vessels to the financial institutions, we measured the subsequently leased vessels at the same amounts as if the transfer had not occurred, which was cost less accumulated depreciation at the time of transfer.

22. OTHER LONG-TERM LIABILITIES

(in thousands of $)	2013	2012
Deferred credits from capital lease transactions	17,904	18,529

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Deferred credits from capital lease transactions

(in thousands of $)	2013		2012
Deferred credits from capital lease transactions	24,691		24,691
Less: Accumulated amortization	(6,162	)	(5,537	)
	18,529		19,154
Short-term (see note 19)	625		625
Long-term	17,904		18,529
	18,529		19,154

In connection with the Methane Princess Lease (see note 21), we recorded an amount representing the difference between the net cash proceeds received upon sale of the vessel and the present value of the minimum lease payments. The amortization of the deferred credit for the year is offset against depreciation and amortization expense in the statement of operations. The deferred credits represent the upfront benefits derived from undertaking finance in the form of a UK lease. The deferred credits are amortized over the remaining estimated useful economic life of the Methane Princess on a straight-line basis.

Amortization for each of the years ended December 31, 2013, 2012 and 2011 was $0.6 million.

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23. FINANCIAL INSTRUMENTS

As discussed in note 2, in respect of the Combined Entity and Dropdown Predecessor, earnings for the years ended December 31, 2012 and 2011 include an allocation of Golar’s mark-to-market adjustments for interest rate swap and foreign currency swap derivatives and related foreign exchange gains and losses, captured within "other financial items, net" (see note 7). These amounts have been accounted for as an equity contribution.

Interest rate risk management

In certain situations, we may enter into financial instruments to reduce the risk associated with fluctuations in interest rates. we have entered into swaps that convert floating rate interest obligations to fixed rates, which from an economic perspective hedge the interest rate exposure. Certain interest rate swap agreements qualify and are designated, for accounting purposes, as cash flow hedges. We do not hold or issue instruments for speculative or trading purposes. The counterparties to such contracts are major banking and financial institutions. Credit risk exists to the extent that the counterparties are unable to perform under the contracts; however, we do not anticipate non-performance by any of our counterparties.

We manage our debt and capital lease portfolio with interest rate swap agreements in U.S. dollars to achieve an overall desired position of fixed and floating interest rates. We hedge account for certain of our interest rate swap arrangements designated as cash flow hedges. Accordingly, the net gains and losses have been reported in a separate component of accumulated other comprehensive income to the extent the hedges are effective. The amount recorded in accumulated other comprehensive income will subsequently be reclassified into earnings, within interest expense, in the same period as the hedged items affect earnings.

We have entered into the following interest rate swap transactions involving the payment of fixed rates in exchange for LIBOR:

	Notional Amount
Instrument (in thousands of $)	December 31, 2013		Maturity Dates			Fixed Interest Rate
Interest rate swaps:
Receiving floating, pay fixed	1,224,800	(1)	2014	to	2020	0.92	%	to	6.49%

(1) This includes the nominal value of the cross currency interest rate swap of $227.2 million described below.

As of December 31, 2012, our interest rate swaps had a total notional amount of $759.6 million with maturity dates between 2013 and 2018, and fixed interest rates ranging from 0.92% to 6.49%.

During the year ended December 31, 2013, we entered into new interest rate swaps with a notional value of $422.5 million. In addition, in connection with the acquisition of the Golar Maria in February 2013, we assumed Golar Maria's bank debt and the related interest rate swap with a notional value of $50 million. Interest rate swaps with a notional value of $100 million expired during the year ended December 31, 2013.

As of December 31, 2013 and 2012 the notional principal amount of the debt and capital lease obligations outstanding subject to such swap agreements was $1,224.8 million and $759.6 million, respectively.

The effect of cash flow hedging relationships relating to interest rate swap agreements on the statements of operations is as follows:

Derivatives designated as hedging instruments		Effective portion gain/(loss) reclassified from Accumulated Other Comprehensive Loss			Ineffective Portion
(in thousands of $)	Location	2013	2012	2011	2013	2012		2011
Interest rate swaps	Other financial items, net	775	—	—	1,015	(409	)	(412	)

The effect of cash flow hedging relationships relating to interest rate swap agreements excluding the cross currency interest rate swap on the other comprehensive income is as follows:

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Derivatives designated as hedging instruments	Amount of gain/ (loss) recognized in OCI on derivative (effective portion)
(in thousands of $)	2013	2012	2011
Interest rate swaps	5,515	1,113	934

As of December 31, 2013, our accumulated other comprehensive income included $1.6 million of unrealized gains on interest rate swap agreements excluding the cross currency interest rate swap designated as cash flow hedges.

As of December 31, 2013, we do not expect any material amounts to be reclassified from accumulated other comprehensive income to earnings during the next twelve months.

Foreign currency risk

For the periods reported, the majority of the vessels’ gross earnings were receivable in U.S. dollars and the majority of our transactions, assets and liabilities were denominated in U.S. dollars, our functional currency. However, we incur expenditures in other currencies. Our capital lease obligation and related restricted cash deposit are denominated in British Pounds. There is a risk that currency fluctuations will have a negative effect on the value of our cash flows.

A net foreign exchange gain of $2.3 million, gain of $1.6 million and loss of $1.2 million arose in the years ended December 31, 2013, 2012 and 2011, respectively. The net foreign exchange gain of $2.3 million arose in the year ended December 31, 2013 as a result of the $7.1 million gain (2012: $5.6 million loss) on the retranslation of our capital lease obligations and the cash deposits securing those obligations offset by the $4.8 million loss (2012: $7.2 million gain) on the mark-to-market valuation on the Golar Winter currency swap. This swap was terminated and cash settled in June 2013 in connection with the termination of the Golar Winter lease. Further foreign exchange gains or losses will arise over time in relation to our remaining capital lease obligation as a result of exchange rate movements. Gains or losses will only be realized to the extent that monies are, or are required to be withdrawn or paid into the deposit securing our capital lease obligation or if the remaining lease is terminated.

We entered into the Golar Winter currency swap in connection with the lease arrangement in respect of the Golar Winter, the obligation in respect of which was denominated in GBP. In this transaction the restricted cash deposit, which secured the letter of credit given to the lessor to secure part of Golar’s obligations to the lessor, was much less than the obligation and therefore, unlike the Methane Princess Lease, did not provide a natural hedge. In order therefore, to hedge this exposure, we entered into a currency swap with a bank, who was also the lessor, to exchange GBP payment obligations into U.S. dollar payment obligations. The swap hedged the full amount of the GBP lease obligation. In June 2013, in connection with the termination of the lease financing arrangement in respect of the Golar Winter, the associated Golar Winter currency swap was also terminated.

As described in note 20, in October 2012, we issued Norwegian Kroner (NOK) denominated senior unsecured bonds. In order to hedge our exposure, we entered into a currency swap to exchange NOK payment obligations into U.S. dollar payment obligations as set out in the table below. The swap hedges the full amount of the NOK obligation. We have designated the currency swap as a cash flow hedge. Accordingly, the net gain (2012: loss) has been reported in a separate component of accumulated other comprehensive income to the extent the hedge is effective. The amount recorded in accumulated other comprehensive income will subsequently be reclassified into earnings in the same period as the hedged item affects earnings. As of December 31, 2013, we do not expect any material amounts to be reclassified from accumulated other comprehensive income to earnings during the next twelve months.

As of December 31, 2013 and 2012, we have foreign currency forward contracts as summarized below:

		Notional Amount			Average forward
Instrument (in thousands)		Receiving in foreign currency	Pay in USD	Maturity Date	rate USD foreign currency
Currency rate swaps:
Norwegian Kroner	(1)	1,300,000	227,193	2017	5.722

(1) This pertains to the cross currency interest rate swap described below.

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As of December 31, 2012, in addition to the foreign currency forward contract above, we had a currency swap relating to the Golar Winter lease (as described above). This swap had a notional amount of GBP 58.1 million (equivalent to $106.8 million), matures in 2032 and had an average forward rate of 1.838.

Cross currency interest rate swap

As described in note 20, we issued NOK denominated senior unsecured bonds. In order to hedge our exposure, we entered into a non-amortizing cross currency interest rate swap agreement. The swap hedges both the full redemption amount of the NOK obligation and the related quarterly interest payments. We designated the cross currency interest rate swap as a cash flow hedge. Accordingly, the net loss recognized in accumulated other comprehensive income is as follows:

Derivatives designated as hedging instruments	Amount of gain/ (loss) recognized in OCI on derivative (effective portion)
(in thousands of $)	2013	2012		2011
Cross currency interest rate swap	1,080	(5,063	)	—

As of December 31, 2013, our accumulated other comprehensive income included $4.0 million of unrealized losses on the cross currency interest rate swap designated as a cash flow hedge. There has been no ineffectiveness in any of the years presented.

Fair values

We recognize our fair value estimates using a fair value hierarchy based on the inputs used to measure fair value. The fair value hierarchy has three levels based on reliability of inputs used to determine fair value as follows:

Level 1: Quoted market prices in active markets for identical assets and liabilities.

Level 2: Observable market based inputs or unobservable inputs that are corroborated by market data.

Level 3: Unobservable inputs that are not corroborated by market data.

There have been no transfers between different levels in the fair value hierarchy during the year.

The carrying value and estimated fair value of our financial instruments at December 31, 2013 and 2012 are as follows:

(in thousands of $)	Fair Value Hierarchy(1)	2013 Carrying Value	2013 Fair Value	2012 Carrying Value	2012 Fair Value
Non-Derivatives:
Cash and cash equivalents	Level 1	103,100	103,100	66,327	66,327
Restricted cash and short-term investments	Level 1	170,176	170,176	221,423	221,423
High-yield bonds(1)	Level 1	214,100	221,166	233,804	234,708
Long-term debt—floating(2)	Level 2	675,371	675,371	505,668	505,668
Obligations under capital leases(2)	Level 2	159,008	159,008	412,371	412,371
Derivatives:
Interest rate swaps asset(3)(4)	Level 2	5,335	5,335	—	—
Cross currency interest rate swap asset(3)(5)	Level 2	—	—	1,819	1,819
Interest rate swaps liability(3)(4)	Level 2	15,119	15,119	24,991	24,991
Cross currency interest rate swap liability(3)(5)	Level 2	16,804	16,804	—	—
Foreign currency swaps liability(3)	Level 2	—	—	20,527	20,527

(1) This pertains to high-yield bonds with a carrying value of $214.1 million as of December 31, 2013 which is included under long-term debt on the balance sheet. The fair value of the high-yield bonds as of December 31, 2013 was $221.2 million (2012: $234.7 million), which represents 103.3% (2012: 100.5%) of its face value.

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(2) Our debt and capital lease obligations are recorded at amortized cost in the consolidated balance sheets.

(3) Derivative liabilities are captured within other current liabilities and derivative assets are captured within long-term assets on the balance sheet.

(4) The fair value/carrying value of interest rate swap agreements (excluding the cross currency interest rate swap described in footnote 5) that qualify and are designated as cash flow hedges as of December 31, 2013 and 2012 was $3.5 million (with a notional amount of $287.1 million) and $7.7 million (with a notional amount of $239.6 million), respectively. The expected maturity of these interest rate agreements is from June 2014 to March 2018.

(5) We issued NOK denominated senior unsecured bonds. In order to hedge our exposure, we entered into a non-amortizing cross currency interest rate swap agreement. The swap hedges both the full redemption amount of the NOK obligation and the related quarterly interest payments. We designated the cross currency interest rate swap as a cash flow hedge. As of December 31, 2013 and 2012, the following are the details on the cross currency interest rate swap:

Instrument (in thousands)	Notional amount		Maturity date	Rate		Fair value asset/(liability)
	In NOK	In USD
Cross currency interest rate swap	1,300,000	227,193	Oct 2017	6.485	%	(16,804	)

The following methods and assumptions were used to estimate the fair value of each class of financial instrument.

Certain methods and assumptions were used to estimate the fair value of each class of financial instruments. The carrying amounts of accounts receivables, accounts payables and accrued liabilities approximate fair values because of the short maturity of those instruments.

The carrying value of cash and cash equivalents, which are highly liquid, is a reasonable estimate of fair value.

The estimated fair value for restricted cash and short-term investments is considered to be equal to the carrying value since they are placed for periods of less than six months. The estimated fair value for long-term restricted cash is considered to be equal to the carrying value since it bears variable interest rates which are reset on a quarterly basis.

The estimated fair value of our high yield bonds is based on the quoted market price as of the balance sheet date.

The estimated fair value for floating long-term debt is considered to be equal to the carrying value since it bears variable interest rates, which are reset on a quarterly basis.

The estimated fair values of long-term lease obligations under capital leases are considered to be equal to the carrying value since they bear interest at rates, which are reset on a quarterly basis.

The fair value of our derivative instruments is the estimated amount that we would receive or pay to terminate the agreements at the reporting date, taking into account current interest rates, foreign exchange rates, and our credit worthiness and of our swap counterparty. The mark-to-market gain or loss on our interest rate and foreign currency swaps that are not designated as hedges for accounting purposes for the period is reported in the statement of operations caption "other financial items, net" (see note 7).

The credit exposure of interest rate swap agreements is represented by the fair value of contracts with a positive fair value at the end of each period, reduced by the effects of master netting agreements. It is our policy to enter into master netting agreements with the counterparties to derivative financial instrument contracts, which give us the right to discharge all or a portion of amounts owed to counterparty by offsetting them against amounts that the counterparty owes to us. Despite the master netting arrangements in place, as of December 31, 2013, the interest rate swap assets cannot be offset against the interest rate swap liabilities as these are with different counterparties.

The cross currency interest rate swap has a credit support arrangement that require us to provide cash collateral in the event that the market valuation drops below a certain level. Valuations are currently above these levels and there is no cash collateral that has been provided in the period.

The fair value measurement of a liability must reflect the non-performance risk of the entity. Therefore, the impact of our credit-worthiness has also been factored into the fair value measurement of the derivative instruments in a liability position.

The cash flows from economic hedges are classified in the same category as the cash flows from the items subject to the economic hedging relationship.

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Concentrations of risk

The maximum exposure to credit risk is the carrying value of cash and cash equivalents, restricted cash and short-term investments, trade accounts receivable, other receivables and amounts due from related parties. There is a concentration of credit risk with respect to cash and cash equivalents, restricted cash and short-term investments to the extent that substantially all of the amounts are carried with Nordea Bank Finland Plc, Lloyds TSB Bank plc, Citibank, DNB Bank ASA, Santander UK plc, Sumitomo Mitsui Banking Corporation and Standard Chartered PLC. However, we believe this risk is remote.

During the year ended December 31, 2013, six customers accounted for all of our revenues. These revenues and associated accounts receivable are derived from two time charters with BG Group plc, one time charter with Pertamina, one time charter with DUSUP, two time charters with Petrobras, one time charter with PTNR and one time charter with Eni S.p.A. Pertamina is a state enterprise of the Republic of Indonesia. Credit risk is mitigated by the long-term contract with Pertamina being on a ship-or-pay basis, such that, our vessel hire charges are paid by the Trustee and Paying Agent from the immediate sale proceeds of the delivered gas. The Trustee must pay us, as the ship owner, before Pertamina. Further, the gas sales contracts are with the Chinese Petroleum Corporation. We consider the credit risk of BG Group plc, Petrobras, DUSUP, PTNR, Pertamina and Eni S.p.A to be low.

During the years ended December 31, 2013, 2012 and 2011, Petrobras accounted for more than 25% of gross revenue (see note 6). Details of revenues derived from each customer for the years ended December 31, 2013, 2012 and 2011 are found in note 6.

24. RELATED PARTY TRANSACTIONS

Historically, the Combined Entity and the Dropdown Predecessor were an integrated part of Golar. As such, the Bermudan and London office locations of Golar have provided general and corporate management services for the Combined Entity and Dropdown Predecessor as well as other Golar entities and operations. Consequently, for the purpose of the combined statement of operations this includes allocations for administrative expenses and other financial items as described in note 2 which are excluded from the disclosures below:

Net expenses from related parties:

(in thousands of $)	2013	2012	2011
Transactions with Golar and affiliates:
Management and administrative services fees (a)	2,569	2,876	1,576
Ship management fees (b)	6,701	4,222	4,146
Interest expense on high-yield bonds (c)	1,972	575	—
Interest expense on Golar LNG vendor financing loan - Golar Freeze (d)	—	11,921	3,085
Interest expense on Golar LNG vendor financing loan - NR Satu (e)	—	4,737	—
Interest expense on Golar Energy loan (f)	—	829	—
Total	11,242	25,160	8,807

Receivables (payables) from related parties:

As of December 31, 2013 and 2012, balances with related parties consisted of the following:

(in thousands of $)	2013		2012
Trading balances due to Golar and affiliates (g)	(5,989	)	(546	)
Methane Princess Lease security deposit movements (h)	4,257		—
High-yield bonds (c)	—		(34,953	)
	(1,732	)	(35,499	)

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(a) Management and administrative services agreement - On March 30, 2011, we entered into a management and administrative services agreement with Golar Management, a wholly-owned subsidiary of Golar, pursuant to which Golar Management will provide to us certain management and administrative services. The services provided by Golar Management are charged at cost plus a management fee equal to 5% of Golar Management’s costs and expenses incurred in connection with providing these services. We may terminate the agreement by providing 120 days written notice.

(b) Ship management fees - Golar and certain of its affiliates charged ship management fees to us for the provision of technical and commercial management of the vessels. Each of our vessels is subject to management agreements pursuant to which certain commercial and technical management services are provided by certain affiliates of Golar, including Golar Management and Golar Wilhelmsen AS ("Golar Wilhelmsen"), a partnership that is jointly controlled by Golar and by Wilhelmsen Ship Management (Norway) AS.

(c) High-yield bonds - In October 2012, we completed the issuance of NOK1,300 million in senior unsecured bonds that mature in October 2017. The aggregate principal amount of the bonds is equivalent to approximately $227 million at the time of issuance. Of this amount, NOK200 million (2012: approximately $35.0 million) was held by Golar until their disposal in November 2013 (see note 20).

(d) Golar LNG vendor financing loan - Golar Freeze - In October 2011, in connection with the purchase of the Golar Freeze, we entered into a financing loan agreement with Golar for an amount of $222.3 million. The facility is unsecured and bears interest at a fixed rate of 6.75% per annum payable quarterly. The loan is non-amortizing with a final balloon payment of $222.3 million due in October 2014. The loan was repaid in October 2012 using the net proceeds from the bond issuance.

(e) Golar LNG vendor financing loan - NR Satu - In July 2012, in connection with the purchase of the NR Satu, we entered into a financing loan agreement with Golar for an amount of $175 million. Of this amount, $155 million was drawn down in July 2012. A further $20 million was available for draw down until July 2015. The facility is unsecured and bears interest at a fixed rate of 6.75% per annum payable quarterly. The loan is non-amortizing with a final balloon payment for the amount drawn down due within three years from the date of draw down. The loan was repaid in December 2012 using the proceeds from the NR Satu facility.

(f) Golar Energy loan - In January 2012, Golar LNG (Singapore) Pte. Ltd. ("Golar Singapore"), the subsidiary which holds the investment in PTGI, drew down $25 million on its loan agreement entered into in December 2011 with Golar LNG Energy Limited ("Golar Energy"). The loan was unsecured, repayable on demand and bore interest at the rate of 6.75% per annum payable on a quarterly basis. In connection with the acquisition of the subsidiaries that own and operate the NR Satu, all amounts payable to Golar Energy by the subsidiaries acquired by us, including Golar Singapore, were extinguished.

(g) Trading balances - Receivables and payables with Golar and its affiliates are comprised primarily of unpaid management fees, advisory and administrative services.  In addition, certain receivables and payables arise when we pay an invoice on behalf of a related party and vice versa.  Receivables and payables are generally settled quarterly in arrears. Trading balances due to Golar and its affiliates are unsecured, interest-free and intended to be settled in the ordinary course of business. They primarily relate to recharges for trading expenses paid on our behalf including ship management and administrative service fees due to Golar.

(h) Methane Princess Lease security deposit movements - This represents net advances to Golar since the IPO, which correspond with the net release of funds from the security deposits held relating to the Methane Princess Lease. This is in connection with the Methane Princess tax lease indemnity provided by Golar under the Omnibus Agreement (see below). Accordingly, these amounts held with Golar will be settled as part of the eventual termination of the Methane Princess Lease.

(i) $20 million revolving credit facility - On April 13, 2011, we entered into a $20 million revolving credit facility with Golar.  The facility matures in April 2015 and is unsecured and interest-free. In May 2013, we drew down $20 million from the facility which we subsequently repaid in December 2013. As of December 31, 2013, we have an undrawn balance of $20 million available under this facility.

(j)  Dividends to China Petroleum Corporation - During the years ended December 31, 2013, 2012 and 2011, Faraway Maritime Shipping Co., which is 60% owned by us and 40% owned by China Petroleum Corporation ("CPC"), paid total dividends to CPC of $10.6 million, $1.8 million and $2.4 million, respectively.

(k) Acquisitions from Golar - We acquired from Golar equity interests in certain subsidiaries which own or lease and operate the NR Satu, the Golar Grand and the Golar Maria. The acquisition of the first two vessels were concluded between entities under common control and, thus, the net assets acquired were recorded at historic book value. The acquisition of the Golar Maria was accounted for as a business combination (see note 10).

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Our Board of Directors ("the Board") and the Conflicts Committee of the Board (the "Conflicts Committee") approved the purchase price and vendor financing loan (where applicable) for each transaction. The Conflicts Committee retained a financial advisor, DnB Nor Markets, to assist with its evaluation of the transaction. The details of each transaction are as follows:

	2012				2011
(in millions of $)	Golar Grand		NR Satu		Golar Freeze
Purchase consideration	176.8		388.0		231.3
Less: Net assets acquired
- Vessel – historic book value	127.5		257.6		166.0
- Capital lease obligation assumed (net of restricted cash)	(90.8	)	—		—
- Loan debt assumed	—		—		(108.0	)
- Other net assets (liabilities)	6.4		(1.9	)	7.5
Total net assets acquired	(43.1	)	(255.7	)	(65.5	)
Deduction to equity	133.7		132.3		165.8

Golar Freeze

On October 19, 2011, we acquired Golar’s 100% ownership interest in certain subsidiaries which own and operate the Golar Freeze and hold the secured bank debt. The purchase consideration was $330 million for the vessel and $9 million of working capital adjustments net of the assumed bank debt of $108.0 million, resulting in total purchase consideration of approximately $231.3 million of which $222.3 million was financed by vendor financing in the form of the Golar LNG vendor financing loan, further described in paragraph (d) above.

NR Satu

On July 19, 2012, we acquired Golar’s equity interests in certain subsidiaries which own and operate the NR Satu. The purchase consideration was $385 million for the vessel and working capital adjustments of $3.0 million, resulting in total purchase consideration of approximately $388 million of which $230 million was financed from the proceeds of the July 2012 equity offering and $155 million vendor financing in the form of the Golar LNG vendor financing loan, further described in paragraph (e) above.

Golar Grand

On November 8, 2012, we acquired Golar's equity interests in subsidiaries which lease and operate the Golar Grand. The purchase consideration was $265 million for the vessel and working capital adjustments of $2.6 million, net of the assumed capital lease obligation of $90.8 million, resulting in total purchase consideration of $176.8 million which was principally financed from the proceeds of the November 2012 equity offering.

Golar Maria

In February 2013, we acquired Golar's 100% interest in the company that owns and operates the Golar Maria. The details of the transaction are omitted from the table above, as this was accounted for as a business combination (see note 10).

(l) Payment due under Omnibus Agreement - During the year, we incurred expenses of $3.3 million, which was indemnified by Golar as part of the Omnibus agreement. A receivable has been recognized for this amount.

(m) Dividends to Golar - Since our IPO in April 2011, we have declared and paid quarterly distributions totaling $63.7 million, $47.3 million and $19.1 million to Golar for each of the years ended December 31, 2013, 2012 and 2011, respectively.  

Golar Grand option

In connection with the acquisition of the Golar Grand in November 2012, we entered into an Option Agreement with Golar. Under the Option Agreement, we have an option to require Golar to enter into a new time charter with Golar as charterer until October 2017 if the current charterer does not renew or extend the existing charter after the initial term (which expires in 2015).

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Indemnifications and guarantees

Tax lease indemnifications

Under the Omnibus Agreement, Golar has agreed to indemnify us in the event of any liabilities in excess of scheduled or final settlement amounts arising from the Methane Princess leasing arrangement and the termination thereof.

In addition, Golar has agreed to indemnify us against any liabilities incurred as a consequence of a successful challenge by the UK Revenue Authorities with regard to the initial tax basis of the transactions in respect of the Methane Princess and other vessels previously financed by UK tax leases or in relation to the restructuring terminations in 2010.

Environmental and other indemnifications

Under the Omnibus Agreement, Golar has agreed to indemnify us until April 13, 2016, against certain environmental and toxic tort liabilities with respect to the assets that Golar contributed or sold to us to the extent arising prior to the time they were contributed or sold. However, claims are subject to a deductible of $0.5 million and an aggregate cap of $5 million.

In addition, pursuant to the Omnibus Agreement, Golar agreed to indemnify us for any defects in title to the assets contributed or sold to us and any failure to obtain, prior to April 13, 2011, certain consents and permits necessary to conduct our business, which liabilities arise within three years after the closing of our IPO on April 13, 2011.

Acquisition of Golar Freeze and NR Satu

Under the Purchase, Sale and Contribution Agreement entered into between Golar and us on October 19, 2011 and July 19, 2012, Golar has agreed to extend the above indemnifications to include any liabilities relating to the Golar Freeze and the NR Satu.

Acquisition of the Golar Maria

Under the Purchase, Sale and Contribution Agreement entered into between Golar and us on February 7, 2013, Golar has agreed to indemnify us against certain environmental and toxic tort liabilities with respect to the assets that Golar contributed or sold to us to the extent arising prior to the time they were contributed or sold and to the extent that we notify Golar within five years of February 7, 2013.

25. OTHER COMMITMENTS AND CONTINGENCIES

Assets pledged

(in thousands of $)	2013	2012
Book value of vessels and equipment secured against long-term loans and capital leases	1,409,284	1,192,779

Other contractual commitments and contingencies

Insurance

We insure the legal liability risks for our shipping activities with Gard and Skuld, which are mutual protection and indemnity associations. As a member of a mutual association, we are subject to calls payable to the associations based on our claims record in addition to the claims records of all other members of the association. A contingent liability exists to the extent that the claims records of the members of the association in the aggregate show significant deterioration, which results in additional calls on the members.

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Tax lease benefits

The benefits under lease financings are derived primarily from tax depreciation assumed to be available to lessors as a result of their investment in the vessels. If that tax depreciation ultimately proves not to be available to the lessors, or is recovered from the lessor as a result of adverse tax rate changes or rulings, or in the event we terminate one or more of our leases, we would be required to return all or a portion of, or in certain circumstances significantly more than the upfront cash benefits that we received, together with fees that were financed in connection with our lease financing transactions, post additional security or make additional payments to our lessors. As of December 31, 2013, we have one remaining UK tax lease (relating to the Methane Princess). A termination of this lease would realize the accrued currency gain or loss recorded against the lease liability, net of the restricted cash. As of December 31, 2013, there was a net accrued loss of approximately $0.3 million. 

Golar has agreed to indemnify us against any liabilities incurred as a consequence of a successful challenge by the UK Revenue Authorities with regard to the initial tax basis of the transactions in respect of the remaining lease (including the other vessels previously financed by UK tax leases) or in relation to the restructuring terminations in 2010.

Legal proceedings and claims

We may, from time to time, be involved in legal proceedings and claims that arise in the ordinary course of business.

PT Golar Indonesia, our subsidiary that is both the owner and operator of the NR Satu, has been notified of a claim that may be filed against it by PT Rekayasa, a subcontractor of the charterer, PT Nusantara Regas, claiming that Golar and its subcontractor caused damage to the pipeline in connection with the FSRU conversion of the NR Satu and the related mooring. As of the current date, no suit has been filed and we are of the view that, were the claim to be filed with the Indonesian authorities, any resolution could potentially take years. We continue to believe we have meritorious defences against these claims, however, we are currently involved in compromise settlement discussions with the other parties. An estimate of the compromise settlement amount is between $2 million and $4.8 million. Accordingly, we have provided for a $2 million loss contingency (recorded in current liabilities), but have also recognized an asset for the same, on the basis that we consider it probable that this loss will be recoverable from our subcontractor, who is also a party to these settlement discussions. In addition, as part of the acquisition of NR Satu in July 2012, Golar has also agreed to indemnify us against any such non-recoverable losses.

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26. EQUITY ISSUANCES

The following table summarizes the issuances of common and general partner units since our IPO in April 2011:

Date	Number of Common Units Issued1	Offering Price		Gross Proceeds (in thousands of $)2	Net Proceeds (in thousands of $)	Golar's Ownership after the Offering3		Use of Proceeds
July 2012	7,294,305	$	30.95	230,366	221,746	57.5	%	Acquisition of the NR Satu
November 2012	5,824,590	$	30.50	181,275	180,105	54.1	%	Acquisition of the Golar Grand
January 2013	4,316,947	$	29.74	131,006	130,244	50.9	%	Acquisition of the Golar Maria
December 2013	5,100,000	$	29.10	151,439	150,342	41.4	%	Acquisition of the Golar Igloo

¹ Includes common units issued by us to Golar in a private placement made concurrent to the public offering of 969,305 common units, 1,524,590 common units and 416,947 common units in July 2012, November 2012 and January 2013, respectively. There was no private placement of common units to Golar in the December 2013 offering, however, 3,400,000 of our common units held by Golar were sold to the public in a secondary offering.

² Includes General Partner's 2% proportionate capital contribution.

³ Includes Golar's 2% general partner interest in the Partnership.

The following table shows the movement in the number of common units, subordinated units and general partner units during the years ended December 31, 2013 and 2012:

(in units)	Common Units	Subordinated Units	GP Units
December 31, 2011	23,127,254	15,949,831	797,492
July 2012 offerings	7,294,305	—	148,864
November 2012 offerings	5,824,590	—	118,869
December 31, 2012	36,246,149	15,949,831	1,065,225
January 2013 offerings	4,316,947	—	88,101
December 2013 offerings	5,100,000	—	104,082
December 31, 2013	45,663,096	15,949,831	1,257,408

27. EARNINGS PER UNIT AND CASH DISTRIBUTIONS

Earnings per unit have been calculated in accordance with the distribution guidelines set forth in the Partnership agreement and are determined by adjusting net income for the period by distributions made or to be made in relation to the period irrespective of the declaration and payment dates. The calculations of basic and diluted earnings per unit are presented below:

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(in thousands of $ except unit and per unit data)	2013		2012		2011
Net income attributable to general partner and limited partner interests	141,296		116,418		85,534
Less: Dropdown Predecessor net income	—		(28,015	)	(21,937	)
Less: distributions paid (1)	(127,260	)	(87,072	)	(46,423	)
Under distributed earnings	14,036		1,331		17,174
Under distributed earnings attributable to:
Common unit holders	6,649		1,304		16,829
Weighted average units outstanding (basic and diluted) (in thousands):
Common units	40,417		27,441		23,127
Earnings per unit (basic and diluted):
Common unit holders	2.31		2.08		1.89
Cash distributions declared and paid in the period per unit (2):	2.05		1.78		0.73
Subsequent event: Cash distributions declared and paid per unit relating to the period (3)	0.52		0.50		0.43

______________________________________________

(1)This refers to distributions made or to be made in relation to the period irrespective of the declaration and payment dates and based on the number of units outstanding at the quarter end date. This also includes cash distributions to IDR holders for the years ended December 31, 2013, 2012 and 2011 of $4.9 million, $nil and $nil, respectively.

(2) Refers to cash distributions declared and paid during the period.

(3) Refers to cash distributions declared and paid subsequent to the period end.

As of December 31, 2013, of our total number of units outstanding, 59% (2012: 46%) were held by the public and the remaining units were held by Golar (including the general partner units representing a 2% interest).

Earnings per unit is determined by adjusting net income for the period by distributions made or to be made in relation to the period. Any earnings in excess of distributions are allocated to partnership units based upon the cash distribution guidelines in our First Amended and Restated Agreement of Limited Partnership (the “Partnership Agreement”). Any distributions in excess of earnings are allocated to partnership units based upon the allocation and distribution of amounts from partners’ capital accounts. The resulting earnings figure is divided by the weighted-average number of units outstanding during the period. For the periods presented prior to April 13, 2011, such units are deemed equal to the common and subordinated units received by Golar.

The General Partner’s, common unit holders’ and subordinated unit holder’s interests in net income are calculated as if all net income was distributed according to the terms of the Partnership Agreement, regardless of whether those earnings would or could be distributed. The Partnership Agreement does not provide for the distribution of net income; rather, it provides for the distribution of available cash, which is a contractually defined term that generally means all cash on hand at the end of the quarter after establishment of cash reserves determined by our board of directors to provide for the proper conduct of our business including reserves for maintenance and replacement capital expenditure and anticipated credit needs. In addition, the General Partner and Golar Energy are entitled to incentive distributions if the amount we distribute to unit holders with respect to any quarter exceeds specified target levels. Unlike available cash, net income is affected by non-cash items, such as depreciation and amortization, unrealized gains or losses on non-designated derivative instruments and foreign currency translation gains (losses).

Under the Partnership Agreement, during the subordination period, the common units will have the right to receive distributions of available cash from operating surplus in an amount equal to the minimum quarterly distribution of $0.3850 per unit per quarter, plus any arrearages in the payment of minimum quarterly distribution on the common units from prior quarters, before any distributions of available cash from operating surplus may be made on the subordinated units.

The amount of the minimum quarterly distribution is $0.3850 per unit or $1.54 unit per unit on an annualized basis and is made in the following manner, during the subordination period:

• First, 98% to the common unit holders, pro rata, and 2% to the General Partner until each common unit has received a minimum quarterly distribution of $0.3850;

• Second, 98% to the common unit holders, pro rata, and 2% to the General Partner, until each common unit has received an amount equal to any arrearages in payment of the minimum quarterly distribution on the common units for prior quarters during the subordination period; and

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• Third, 98% to the holders of subordinated units, pro rata, and 2% to the General Partner until each subordinated unit has received a minimum quarterly distribution of $0.3850.

In addition, the General Partner and Golar Energy currently hold all of the incentive distribution rights in the Partnership.  Incentive distribution rights represent the right to receive an increasing percentage of quarterly distributions of available cash from operating surplus after the minimum quarterly distribution and the target distribution levels have been achieved.

If for any quarter:

• we have distributed available cash from operating surplus to the common and subordinated unit holders in an amount equal to the minimum quarterly distribution; and

• we have distributed available cash from operating surplus on outstanding common units in an amount necessary to eliminate any cumulative arrearages in payment of the minimum quarterly distribution;

then, we will distribute any additional available cash from operating surplus for that quarter among the unit holders and the General Partner in the following manner:

• first, 98.0% to all unit holders, pro rata, and 2.0% to the General Partner, until each unit holder receives a total of $0.4428 per unit for that quarter (the “first target distribution”);

• second, 85.0% to all unit holders, pro rata, 2.0% to the General Partner and 13.0% to the holders of the incentive distribution rights, pro rata, until each unit holder receives a total of $0.4813 per unit for that quarter (the “second target distribution”);

• third, 75.0% to all unit holders, pro rata, 2.0% to the General Partner and 23.0% to the holders of the incentive distribution rights, pro rata, until each unit holder receives a total of $0.5775 per unit for that quarter (the “third target distribution”); and

• thereafter, 50.0% to all unit holders, pro rata, 2.0% to the General Partner and 48.0% to the holders of the incentive distribution rights, pro rata.

In each case, the amount of the target distribution set forth above is exclusive of any distributions to common unit holders to eliminate any cumulative arrearages in payment of the minimum quarterly distribution. The percentage interests set forth above assume that the General Partner maintains its 2.0% general partner interest and that we do not issue additional classes of equity securities.

28.  SUBSEQUENT EVENTS

In February 2014, we paid a cash distribution of $0.5225 per unit in respect of the three months ended December 31, 2013.

In March 2014, we completed our acquisition of interests in the company that owns and operates the FSRU, the Golar Igloo (see note 29).

In April 2014, we declared a cash distribution of $0.5225 per unit in respect of the three months ended March 31, 2014.

29.  ACQUISITION AFTER BALANCE SHEET DATE

In March 2014, we acquired Golar's 100% interest in the company that owns and operates the Golar Igloo pursuant to a Purchase, Sale and Contribution Agreement that we entered into with Golar on December 5, 2013. The purchase consideration was $310.0 million for the vessel (including charter) less the assumed bank debt of $161.3 million plus the fair value of the interest rate swap asset of $3.3 million and other purchase price adjustments. The Golar Igloo was delivered to its current charterer, Kuwait National Petroleum Company ("KNPC"), the national oil refining company of Kuwait in March 2014 under a charter expiring in December 2018. The acquisition of the Golar Igloo is expected to be accretive to our distributions.

We accounted for the acquisition of the Golar Igloo as a business combination. The purchase price of the acquisition has been allocated to the identifiable assets acquired. We are in the process of finalizing the accounting for the acquisition and amounts shown below are provisional. Additional business combination disclosures will be presented in our next available interim report.

The allocation of the purchase price to acquired identifiable assets was based on their estimated fair values at the date of acquisition. The provisional fair values allocated to each class of identifiable assets of Golar Igloo and the difference between the purchase price and net assets acquired was calculated as follows:

(in thousands of $)				March 28, 2014
Purchase consideration			(1)	152,059
Less: Fair value of net assets (liabilities) acquired:
Vessel including allocation to charter (if applicable)	310,000
Fair value of interest rate swap	3,329
Long-term debt	(161,270	)
Others	—		(2)
Subtotal				(152,059	)
Difference between the purchase price and fair value of net assets acquired				—

(1) This includes the purchase consideration for the vessel less the fair value of the assumed bank debt plus fair value of the interest rate swap asset but excludes any working capital adjustments which will be available upon finalization of the results of the Golar Igloo for the first quarter of 2014.

(2) This information will be available upon finalization of the results of the Golar Igloo for the first quarter of 2014.

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EX-4.4

Exhibit 4.4

Registration No. 30506

BERMUDA

TAX ASSURANCE

WHEREAS the Minister of Finance ("the Minister"), pursuant to section 2 of the Exempted Undertakings Tax Protection Act 1966 , is authorised to enter into an arrangement with any exempted undertaking upon application.

WHEREASsuch undertakingsmay be given an assurance that in the event of there being enacted in Bermuda any legislation imposing tax computed on profits or income or computed on any capital asset, gain or appreciation , or any tax in the nature of estate duty or inheritance tax, then the imposition of any tax described herein shall not be applicable to such undertakings or to any of its operations or the shares, debentures or other obligations of the said undertakings.

THEREFOREthe Minister, upon application , hereby grants the aforementioned assurance to:

Golar LNG Limited

("the Undertaking")

PROVIDED THAT this assurance shall not be construed so as to:

(i) prevent the application of any such tax or duty to such persons as are ordinarily resident

in these Islands; and

(ii) prevent the application of any tax payable in accordance with the provisions of the

Land Tax Act 1967 or otherwise payable in relation to the l and leased to the

Undertaking.

THIS TAX ASSURANCEshall be in effect until the 31st dayof March 2035.

Given under my hand this

23^rdday of May 2011

/s/ Maria Boodram

Acting Registrar of Companies

for MINISTER OF FINANCE

EX-4.9

Private & Confidential                 

Dated        25 July            2013

GOLAR HULL M2021 CORP.

GOLAR HULL M2026 CORP.

GOLAR HULL M2031 CORP.

GOLAR HULL M2022 CORP.

GOLAR HULL M2023 CORP.

GOLAR HULL M2027 CORP.

GOLAR HULL M2024 CORP.

GOLAR LNG NB12 CORPORATION

arranged by

THE EXPORT-IMPORT BANK OF KOREA

CITIBANK, N.A. LONDON BRANCH

KOREA FINANCE CORPORATION

NORDEA BANK NORGE ASA

DANSKE BANK A/S

SWEDBANK AB (publ)

DVB BANK SE

SKANDINAVISKA ENSKILDA BANKEN AB (publ)

with

SWEDBANK AB (publ)

as Agent

CITIBANK, N.A. LONDON BRANCH

as K-Sure Agent

SWEDBANK AB (publ)

as Security Agent

CITIBANK, N.A. LONDON BRANCH

as Global Co-ordinator and Sole Bookrunner

guaranteed by

GOLAR LNG LIMITED

FACILITIES AGREEMENT

for

$1,125,000,000 Loan Facilities

Contents

Clause    Page

SECTION 1 - INTERPRETATION2

1Definitions and interpretation    2

SECTION 2 - THE FACILITY37

2The Facilities    37

3Purpose    40

4Conditions of Utilisation    41

SECTION 3 - UTILISATION43

5Utilisation    43

SECTION 4 - REPAYMENT, PREPAYMENT AND CANCELLATION45

6Repayment    45

7Illegality, prepayment and cancellation    46

SECTION 5 - COSTS OF UTILISATION54

8Interest    54

9Interest Periods    55

10Changes to the calculation of interest    55

11Fees and Premiums    57

SECTION 6 - ADDITIONAL PAYMENT OBLIGATIONS59

12Tax gross-up and indemnities    59

13Increased Costs    65

14Other indemnities    67

15Mitigation by the Lenders    70

16Costs and expenses    71

SECTION 7 - GUARANTEE73

17Guarantee and indemnity    73

SECTION 8 - REPRESENTATIONS, UNDERTAKINGS AND EVENTS OF DEFAULT77

18Representations    77

19Information undertakings    86

20Financial covenants    91

21General undertakings    98

22Dealings with the Ships    101

23Condition and operation of the Ships    105

24Insurance    109

25Minimum security value    115

26Chartering undertakings    119

27Bank accounts    120

28Business restrictions    122

29Hedging Contracts    126

30Events of Default    129

31Position of Hedging Provider    135

SECTION 9 - CHANGES TO PARTIES137

32Changes to the Lenders    137

33Changes to the Obligors    143

SECTION 10 - THE FINANCE PARTIES144

34Roles of Agent, Security Agent, K-Sure Agent, Documentation Agent and Mandated Lead Arrangers    144

35Conduct of business by the Finance Parties    172

36Sharing among the Finance Parties    177

SECTION 11 - ADMINISTRATION179

37Payment mechanics    179

38Set-off    183

39Notices    183

40Calculations and certificates    186

41Partial invalidity    186

42Remedies and waivers    186

43Amendments and waivers    187

44Counterparts    189

SECTION 12 - GOVERNING LAW AND ENFORCEMENT190

45Governing law    190

46Enforcement    190

Schedule 1 The original parties191

Schedule 2 Ship information210

Schedule 3 Conditions precedent218

Schedule 4 Utilisation Request227

Schedule 5 Mandatory Cost formulae229

Schedule 6 Form of Transfer Certificate232

Schedule 7 Form of Compliance Certificate235

Schedule 8 Form of Borrower Compliance Certificate237

THIS AGREEMENT is dated         25 July                 2013 and made between:

(1) THE ENTITIES listed in Schedule 1 as borrowers (the Borrowers);

(2) GOLAR LNG LIMITED (the Parent);

(3) THE EXPORT-IMPORT BANK OF KOREA, CITIBANK, N.A. LONDON BRANCH, KOREA FINANCE CORPORATION, NORDEA BANK NORGE ASA, DANSKE BANK A/S, SWEDBANK AB (publ), DVB BANK SE and SKANDINAVISKA ENSKILDA BANKEN AB (publ) as mandated lead arrangers (whether acting individually or together the Mandated LeadArrangers);

(4) THE FINANCIAL INSTITUTIONS listed in Schedule 1 as KEXIM facility lenders (the Original KEXIM Facility Lender);

(5) THE FINANCIAL INSTITUTIONS listed in Schedule 1 as K-Sure facility lenders (the Original K‑Sure Facility Lenders);

(6) THE FINANCIAL INSTITUTIONS listed in Schedule 1 as commercial facility lenders (the Original Commercial Facility Lenders);

(7) THE FINANCIAL INSTITUTIONS listed in Schedule 1 as hedging providers (the Hedging Providers);

(8) CITIBANK, N.A. LONDON BRANCH as global co-ordinator of the Finance Parties (the Global Co-ordinator);

(9) CITIBANK, N.A. LONDON BRANCH as sole bookrunner (the SoleBookrunner);

(10) SWEDBANK AB (publ) as agent of the other Finance Parties (the Agent);

(11) CITIBANK, N.A. LONDON BRANCH as agent of the K-Sure Facility Lenders (the K-Sure Agent);

(12) CITIBANK, N.A. LONDON BRANCH as the documentation agent (the Documentation Agent);

(13) SWEDBANK AB (publ) as security agent of the Finance Parties (the Security Agent); and

(14) NORDEA BANK FINLAND PLC LONDON BRANCH as account bank (the Account Bank).

IT IS AGREED as follows:

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SECTION 1 - INTERPRETATION

1 Definitions and interpretation

1.1 Definitions

In this Agreement and (unless otherwise defined in the relevant Finance Document) the other Finance Documents:

Account means any bank account, deposit or certificate of deposit opened, made or established in accordance with clause 27 (Bank accounts).

Account Holder(s) means, in relation to any Account, each Obligor in whose name that Account is held.

Account Security means, in relation to an Account, a deed or other instrument by the relevant Account Holder(s) in favour of the Security Agent in an agreed form conferring a Security Interest over that Account.

Accounting Reference Date means 31 December or such other date as may be approved by the Lenders.

Additional Cost Rate has the meaning given to it in Schedule 5 (Mandatory Cost formulae).

Advance A means an advance of the Total Commitments up to the lesser of (a) the Ship Commitment in respect of Ship A and (b) 65% of the Delivery Price of Ship A on the Utilisation Date relative to such Advance, comprising a KEXIM Facility Advance, a K-Sure Facility Advance and a Commercial Facility Advance, each in the Relevant Percentage of such Advance, or (as the context may require) the outstanding principal amount of such borrowing.

Advance B means an advance of the Total Commitments up to the lesser of (a) the Ship Commitment in respect of Ship B and (b) 65% of the Delivery Price of Ship B on the Utilisation Date relative to such Advance, comprising a KEXIM Facility Advance, a K-Sure Facility Advance and a Commercial Facility Advance, each in the Relevant Percentage of such Advance, or (as the context may require) the outstanding principal amount of such borrowing.

Advance C means an advance of the Total Commitments up to the lesser of (a) the Ship Commitment in respect of Ship C and (b) 65% of the Delivery Price of Ship C on the Utilisation Date relative to such Advance, comprising a KEXIM Facility Advance, a K-Sure Facility Advance and a Commercial Facility Advance, each in the Relevant Percentage of such Advance, or (as the context may require) the outstanding principal amount of such borrowing.

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Advance D means an advance of the Total Commitments up to the lesser of (a) the Ship Commitment in respect of Ship D and (b) 65% of the Delivery Price of Ship D on the Utilisation Date relative to such Advance, comprising a KEXIM Facility Advance, a K-Sure Facility Advance and a Commercial Facility Advance, each in the Relevant Percentage of such Advance, or (as the context may require) the outstanding principal amount of such borrowing.

Advance E means an advance of the Total Commitments up to the lesser of (a) the Ship Commitment in respect of Ship E and (b) 65% of the Delivery Price of Ship E on the Utilisation Date relative to such Advance, comprising a KEXIM Facility Advance, a K-Sure Facility Advance and a Commercial Facility Advance, each in the Relevant Percentage of such Advance, or (as the context may require) the outstanding principal amount of such borrowing.

Advance F means an advance of the Total Commitments up to the lesser of (a) the Ship Commitment in respect of Ship F and (b) 65% of the Delivery Price of Ship F on the Utilisation Date relative to such Advance, comprising a KEXIM Facility Advance, a K-Sure Facility Advance and a Commercial Facility Advance, each in the Relevant Percentage of such Advance, or (as the context may require) the outstanding principal amount of such borrowing.

Advance G means an advance of the Total Commitments up to the lesser of (a) the Ship Commitment in respect of Ship G and (b) 65% of the Delivery Price of Ship G on the Utilisation Date relative to such Advance, comprising a KEXIM Facility Advance, a K-Sure Facility Advance and a Commercial Facility Advance, each in the Relevant Percentage of such Advance, or (as the context may require) the outstanding principal amount of such borrowing.

Advance H means an advance of the Total Commitments up to the lesser of (a) the Ship Commitment in respect of Ship H and (b) 65% of the Delivery Price of Ship H on the Utilisation Date relative to such Advance, comprising a KEXIM Facility Advance, a K-Sure Facility Advance and a Commercial Facility Advance, each in the Relevant Percentage of such Advance, or (as the context may require) the outstanding principal amount of such borrowing.

Advances means Advance A, Advance B, Advance C, Advance D, Advance E, Advance F, Advance G and Advance H and Advance means any of them.

Affiliate means, in relation to any person, a Subsidiary of that person or a Holding Company of that person or any other Subsidiary of that Holding Company.

Agent includes any person who may be appointed as such under the Finance Documents.

Approved Flag State means each of the Republic of the Marshall Islands, the Republic of Liberia, the Republic of Panama, Hong Kong or the United Kingdom.

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Auditors mean PricewaterhouseCoopers or another internationally recognised accountancy firm notified by the Borrowers to the Agent.

Available Facility means at any relevant time, such part of the Total Commitments (drawn and undrawn) which is available for borrowing under this Agreement at such time in accordance with clause 4 (Conditions of Utilisation) to the extent that such part of the Total Commitments is not cancelled or reduced under this Agreement.

Backstop Date means in relation to a Ship the date falling 30 days after the latest date allowed for delivery of a Ship under the relevant Building Contract prior to a Borrower having the right to terminate such Building Contract, which date is the date identified as such in Schedule 2 (Ship Information).

Basel II Accord means the “International Convergence of Capital Measurement and Capital Standards, a Revised Framework” published by the Basel Committee on Banking Supervision in June 2004 as updated prior to, and in the form existing on, the date of this Agreement, excluding any amendment thereto arising out of the Basel III Accord.

Basel II Approach means, in relation to any Finance Party, either the Standardised Approach or the relevant Internal Ratings Based Approach (each as defined in the Basel II Accord) adopted by that Finance Party (or any of its Affiliates) for the purposes of implementing or complying with the Basel II Accord.

Basel II Increased Cost means an Increased Cost which is attributable to the implementation or application of or compliance with any Basel II Regulation in force as at the date hereof (whether such implementation, application or compliance is by a government, regulator, Finance Party or any of its Affiliates).

Basel II Regulation means:

(a) any law or regulation implementing the Basel II Accord; or

(b) any Basel II Approach adopted by a Finance Party or any of its Affiliates.

Basel III Accord means, together:

(a) the agreements on capital requirements, a leverage ratio and liquidity standards contained in “Basel III: A global regulatory framework for more resilient banks and banking systems”, “Basel III: International framework for liquidity risk measurement, standards and monitoring” and “Guidance for national authorities operating the countercyclical capital buffer” published by the Basel Committee on Banking Supervision in December 2010, each as amended, supplemented or restated;

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(b) the rules for global systemically important banks contained in “Global systemically important banks: assessment methodology and the additional loss absorbency requirement - Rules text” published by the Basel Committee on Banking Supervision in November 2011, as amended, supplemented or restated; and

(c) any further guidance or standards published by the Basel Committee on Banking Supervision relating to “Basel III”.

Basel III Increased Cost means an Increased Cost which is attributable to the implementation or application of or compliance with any Basel III Regulation (whether such implementation, application or compliance is by a government, regulator, Finance Party or any of its Affiliates).

Basel III Regulation means any law or regulation implementing the Basel III Accord save and to the extent that it re-enacts a Basel II Regulation.

Blocked Deposit Accounts means each of the interest bearing dollar accounts of a Borrower with the Account Bank designated as an “Blocked Deposit Account” under clause 27 (Bank accounts) and Blocked Deposit Account means any of them.

Borrower Compliance Certificate means a certificate substantially in the form set out in Schedule 8 (Form of Borrower Compliance Certificate) or otherwise approved.

Break Costs means the amount (if any) by which:

(a) the interest (excluding the Margin) which a Lender should have received for the period from the date of receipt of all or any part of its participation in an Advance or Unpaid Sum to the last day of the current Interest Period in respect of that Advance or Unpaid Sum, had the principal amount or Unpaid Sum received been paid on the last day of that Interest Period;

exceeds:

(b) the amount which that Lender would be able to obtain by placing an amount equal to the principal amount or Unpaid Sum received by it on deposit with a leading bank in the Interbank Market for a period starting on the Business Day following receipt or recovery and ending on the last day of the current Interest Period.

Builder means, in relation to a Ship, the person specified as such in Schedule 2 (Ship information).

Building Contract means, in relation to a Ship, the shipbuilding contract specified in Schedule 2 (Ship information) between the Builder and the relevant Owner relating to the construction of such Ship.

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Building Contract Documents means, in relation to a Ship, the Building Contract for that Ship and any other guarantee or security given to any person for the Builder’s obligations under the relevant Building Contract.

Business Day means a day (other than a Saturday or Sunday) on which banks are open for general business in London, Seoul, Stockholm, Oslo, Frankfurt and New York.

Change of Control occurs if:

(a) two or more persons acting in concert or any individual person (other than World Shipholding or an Affiliate of World Shipholding approved by the Lenders and K-Sure) (i) acquire, legally and/or beneficially and either directly or indirectly, in excess of 50 per cent of the issued share capital (or equivalent) of the Parent or (ii) have the right or ability to control, either directly or indirectly, the affairs or the composition of the majority of the board of directors (or equivalent) of the Parent;

(b) World Shipholding ceases to own legally and/or beneficially, and either directly or indirectly, at least 25 per cent of the issued share capital (or equivalent) of the Parent;

(c) two or more persons acting in concert or any individual person (other than the Parent) (i) acquires, legally and/or beneficially and either directly or indirectly, in excess of 50 per cent of the issued share capital (or equivalent) of Golar MLP or (ii) have the right or ability to control, either directly or indirectly, the affairs of Golar MLP (other than through the right or ability to appoint the majority of the board of directors (or equivalent) of Golar MLP or, following appointment, any continuing right or ability to exercise such control through the directors so appointed);

(d) the Parent ceases to own legally and/or beneficially, and either directly or indirectly, at least 25 per cent of the issued share capital (or equivalent) of Golar MLP;

(e) the General Partner is not or ceases to be a wholly owned subsidiary of the Parent; or

(f) the General Partner ceases to have veto rights over major transactions of Golar MLP such as mergers and major disposals of assets.

For the purposes of this definition, two or more persons are acting in concert if pursuant to an agreement or understanding (whether formal or informal) they actively co-operate, through the acquisition (directly or indirectly) of shares in the Parent or Golar MLP (as applicable) by any of them, either directly or indirectly to obtain or consolidate control of the Parent or Golar MLP (as applicable).

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Charged Property means all of the assets of the Obligors which from time to time are, or are expressed or intended to be, the subject of the Security Documents.

Charter means any charter commitment capable of lasting more than 24 months which is approved pursuant to clause 22.11.1 (Chartering) and required to be subject to a Security Interest pursuant to clause 22.11.2 (Chartering).

Charter Assignment means, in relation to a Ship which is subject to a Charter, an assignment by the relevant Owner of its interest in the Charter Documents in relation to such Ship in favour of the Security Agent in the agreed form.

Charter Documents means, in relation to a Ship, any Charter of that Ship, any documents supplementing the Charter of that Ship and any guarantee or security given by any person for the relevant Charterer's obligations under them.

Charterer means, in relation to a Ship, any charterer of that Ship under a Charter of that Ship.

CISADA means the United States Comprehensive Iran Sanctions, Accountability and Divestment Act of 2010.

Classification means, in relation to a Ship, the classification specified in respect of such Ship in Schedule 2 (Ship information) with the relevant Classification Society or another classification approved by the Lenders as its classification, at the request of the relevant Owner.

Classification Society means, in relation to a Ship, the classification society specified in respect of such Ship in Schedule 2 (Ship information) or another classification society (being a member of the International Association of Classification Societies (IACS) or, if such association no longer exists, any similar association nominated by the Agent) approved by the Lenders as its Classification Society, at the request of the relevant Owner.

Code means the US Internal Revenue Code of 1986.

Commercial Facility means the term loan facility made available by the Commercial Facility Lenders under this Agreement as described in clause 2 (The Facilities).

Commercial Facility Advance means an advance of the Commercial Facility Commitments forming part of an Advance, being the Relevant Percentage, in relation to the Commercial Facility, of an Advance.

Commercial Facility Commitment means:

(a) in relation to an Original Commercial Facility Lender, the amount set opposite its name under the heading “Commercial Facility Commitment” in Schedule 1 (The original parties) and the

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amount of any other Commercial Facility Commitment transferred to it under this Agreement; and

(b) in relation to any other Commercial Facility Lender, the amount of any Commercial Facility Commitment transferred to it under this Agreement,

to the extent not cancelled, reduced or transferred by it under this Agreement.

Commercial Facility Lender means:

(a) the Original Commercial Facility Lenders; and

(b) any bank, financial institution or other regulated investment company which has become a Party as a commercial facility lender in accordance with clause 32 (Changes to the Lenders),

which in each case has not ceased to be a Party in accordance with the terms of this Agreement.

Commercial Loan means a loan made or to be made under the Commercial Facility or the principal amount outstanding for the time being of that loan.

Commitment means, in relation to a Lender, its KEXIM Facility Commitment, K-Sure Facility Commitment and Commercial Facility Commitment.

Compliance Certificate means a certificate substantially in the form set out in Schedule 7 (Form of Compliance Certificate) or otherwise approved.

Confirmation shall have, in relation to any Hedging Transaction, the meaning given to it in the relevant Hedging Master Agreement.

Constitutional Documents means, in respect of an Obligor, such Obligor's memorandum and articles of association, bye-laws or other constitutional documents including as referred to in any certificate relating to an Obligor delivered pursuant to Schedule 3 (Conditions precedent).

Contract Price means, in relation to a Ship, the price of such Ship payable under the Building Contract for such Ship.

Debt Purchase Transaction means, in relation to a person, a transaction where such person:

(a) purchases by way of assignment or transfer;

(b) enters into any sub-participation in respect of; or

(c) enters into any other agreement or arrangement having an economic effect substantially similar to a sub-participation in respect of,

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any Commitment or amount outstanding under this Agreement.

Default means an Event of Default or any event or circumstance specified in clause 30 (Events of Default) which would (with the expiry of a grace period, the giving of notice, the making of any determination under the Finance Documents or any combination of the foregoing) be an Event of Default.

Defaulting Lender means any Lender:

(a) which has failed to make its participation in an Advance available or has notified the Agent that it will not make its participation in an Advance available by the Utilisation Date of that Advance in accordance with clause 5.4 (Lenders’ participation);

(b) which has otherwise rescinded or repudiated a Finance Document; or

(c) with respect to which an Insolvency Event has occurred and is continuing,

unless, in the case of paragraph (a) above:

(i) its failure to pay is caused by:

(A)    administrative or technical error; or

(B)    a Payment Disruption Event; and

payment is made within three Business Days of its due date; or

(ii) the Lender is disputing in good faith whether it is contractually obliged to make the payment in question.

Delivery means, in relation to a Ship, the delivery and acceptance of the Ship by the relevant Owner under the relevant Building Contract.

Delivery Date means, in relation to a Ship, the date on which Delivery occurs.

Delivery Instalment means, in relation to a Ship, the instalment of the Contract Price for such Ship falling due on its Delivery.

Delivery Price means, in relation to a Ship, the actual cost of purchase and acquisition of that Ship by the relevant Owner, evidenced by the relevant Building Contract including any change orders under Article XIV of a Building Contract up to $1,000,000 incurred by the relevant Owner and an estimate of which amount is set out for that Ship in Schedule 2 (Ship information).

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Drop-down means, respect of a Borrower, the transfer of all of the shares in that Borrower to a Golar MLP Group Member provided that such transfer complies with the provisions of clause 30.13 (Ownership of the Obligors).

Drop-down Advance means in respect of a Drop-down, the Advance made to the Relevant Borrower in respect of its Ship.

Earnings means, in relation to a Ship and a person, all money at any time payable to that person for or in relation to the use or operation of such Ship including freight, hire and passage moneys, money payable to that person for the provision of services by or from such Ship or under any charter commitment, requisition for hire compensation, remuneration for salvage and towage services, demurrage and detention moneys and damages for breach and payments for termination or variation of any charter commitment.

Earnings Account means each of the interest bearing dollar accounts of a Borrower with the Account Bank designated as an "Earnings Account" under clause 27 (Bank accounts), and Earnings Accounts mean all of them.

Environmental Claims means:

(a) enforcement, clean-up, removal or other governmental or regulatory action or orders or claims instituted or made pursuant to any Environmental Laws or resulting from a Spill; or

(b) any claim made by any other person relating to a Spill.

Environmental Incident means any Spill from any vessel in circumstances where:

(a) any Fleet Vessel or its owner, operator or manager may be liable for Environmental Claims arising from the Spill (other than Environmental Claims arising and fully satisfied before the date of this Agreement); and/or

(b) any Fleet Vessel may be arrested or attached in connection with any such Environmental Claim.

Environmental Laws means all laws, regulations and conventions concerning pollution or protection of human health or the environment.

Event of Default means any event or circumstance specified as such in clause 30 (Events of Default).

Facilities means the KEXIM Facility, the K-Sure Facility and the Commercial Facility and Facility means any of them.

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Facility Advances means the KEXIM Facility Advances, the K-Sure Facility Advances and the Commercial Facility Advances and Facility Advance means any of them.

Facility Commitments means the KEXIM Facility Commitments, the K-Sure Facility Commitments and the Commercial Facility Commitments and FacilityCommitment means any of them.

Facility Office means:

(a) in respect of a Lender, the office or offices notified by that Lender to the Agent in writing on or before the date it becomes a Lender (or, following that date, by not less than five Business Days' written notice) as the office through which it will perform its obligations under this Agreement; and

(b) in respect of any other Finance Party, the office in the jurisdiction in which it is resident for tax purposes.

FacilityPeriod means the period from and including the date of this Agreement to and including the date on which the Total Commitments have reduced to zero and all indebtedness of the Obligors under the Finance Documents has been unconditionally and irrevocably paid and discharged in full.

FATCA means:

(a) sections 1471 to 1474 of the Code or any associated regulations or other official guidance;

(b) any treaty, law, regulation or other official guidance enacted in any other jurisdiction, or relating to an intergovernmental agreement between the US and any other jurisdiction, which (in either case) facilitates the implementation of paragraph (a) above; or

(c) any agreement pursuant to the implementation of paragraphs (a) or (b) above with the US Internal Revenue Service, the US government or any governmental or taxation authority in any other jurisdiction.

FATCA Application Date means:

(a) in relation to a "withholdable payment" described in section 1473(1)(A)(i) of the Code (which relates to payments of interest and certain other payments from sources within the US), 1 July 2014;

(b) in relation to a "withholdable payment" described in section 1473(1)(A)(ii) of the Code (which relates to "gross proceeds" from the disposition of property of a type that can produce interest from sources within the US), 1 January 2017; or

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(c) in relation to a "passthru payment" described in section 1471(d)(7) of the Code not falling within paragraphs (a) or (b) above, 1 January 2017,

or, in each case, such other date from which such payment may become subject to a deduction or withholding required by FATCA as a result of any change in FATCA after the date of this Agreement.

FATCA Deduction means a deduction or withholding from a payment under a Finance Document required by FATCA.

FATCA Exempt Party means a Party that is entitled to receive payments free from any FATCA Deduction.

FATCA FFI means a foreign financial institution as defined in section 1471(d)(4) of the Code which, if any Finance Party is not a FATCA Exempt Party, could be required to make a FATCA Deduction.

FATCA Payment means either:

(a) the increase in a payment made by an Obligor to a Finance Party under clause 12.7 (FATCA Deduction and gross-up by Obligor) or clause 12.8.2 (FATCA Deduction by Finance Party); or

(b) a payment under clause 12.8.4 (FATCA Deduction by Finance Party).

Fee Letters means any letters entered into by reference to this Agreement in relation to any fees and Fee Letter means any one of them.

Final Commercial Facility Maturity Date means the Final Repayment Date in respect of the Commercial Facility Advance which occurs last in time.

Final Maturity Date means the Final Repayment Date which occurs last in time.

Final Repayment Date means, subject to clause 37.7 (Business Days):

(a) in respect of a Commercial Facility Advance, the date 60 months after the Utilisation Date in respect of the Advance of which it forms part or, if the Commercial Facility has been refinanced or restructured in a manner approved under clause 7.2.1, the final repayment date in respect of that Commercial Facility Advance following such refinancing or restructuring; or

(b) in respect of a KEXIM Facility Advance or K-Sure Facility Advance, the date 144 months after the Utilisation Date in respect of the Advance of which it forms part.

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Finance Documents means this Agreement, the Fee Letters, the Security Documents, any Hedging Contracts, any Hedging Master Agreement, and any other document designated as such by the Agent and the Borrowers.

Finance Party means the Agent, the K-Sure Agent, the Documentation Agent, the Security Agent, the Global Co-ordinator, the Sole Bookrunner, any Mandated Lead Arranger, any Hedging Provider, a Lender or the Account Bank.

Financial Indebtedness means any indebtedness for or in respect of:

(a) moneys borrowed and debit balances at banks or other financial institutions;

(b) any acceptance under any acceptance credit or bill discounting facility (or dematerialised equivalent);

(c) any note purchase facility or the issue of bonds, notes, debentures, loan stock or any similar instrument;

(d) the amount of any liability in respect of any lease or hire purchase contract which would, in accordance with GAAP, be treated as a finance or capital lease;

(e) receivables sold or discounted (other than any receivables to the extent they are sold on a non-recourse basis);

(f) any Treasury Transaction (and, when calculating the value of that Treasury Transaction, only the marked to market value (or, if any actual amount is due as a result of the termination or close-out of that Treasury Transaction, that amount) shall be taken into account);

(g) any counter-indemnity obligation in respect of a guarantee, indemnity, bond, standby or documentary letter of credit or any other instrument issued by a bank or financial institution;

(h) any amount raised by the issue of shares which are redeemable (other than at the option of the issuer) before Final Maturity Date or are otherwise classified as borrowings under GAAP);

(i) any amount of any liability under an advance or deferred purchase agreement if (a) one of the primary reasons behind entering into the agreement is to raise finance or to finance the acquisition or construction of the asset or service in question or (b) the agreement is in respect of the supply of assets or services and payment is due more than 180 days after the date of supply;

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(j) any amount raised under any other transaction (including any forward sale or purchase, sale and sale back, sale and leaseback agreement) having the commercial effect of a borrowing or otherwise classified as borrowings under GAAP; and

(k) the amount of any liability in respect of any guarantee or indemnity for any of the items referred to in paragraphs (a) to (j) above.

First Repayment Date means, in respect of each Facility Advance, subject to clause 37.7 (Business Days), the date falling six months after the Utilisation Date in respect of the Advance of which such Facility Advance forms part.

Flag State means, in relation to each Ship, the country specified in respect of such Ship in Schedule 2 (Ship information), being an Approved Flag State, or such other state or territory as may be approved by the Lenders and K-Sure (acting reasonably), at the request of the relevant Owner, as being the "Flag State" of such Ship for the purposes of the Finance Documents.

Fleet Vessel means each Ship and any other vessel owned, operated, managed or crewed by any Group Member or, after the first Drop-down, any Golar MLP Group Member.

GAAP means, as applicable, generally accepted accounting principles in United States of America or International Accounting Standards, International Financial Reporting Standards and related interpretations as amended, supplemented, issued or adopted from time to time by the International Accounting Standards Board to the extent applicable to the relevant financial statements.

General Assignment means, in relation to a Ship, a first assignment of its interest in the Ship's Insurances, Earnings and Requisition Compensation by the relevant Owner in favour of the Security Agent in the agreed form.

General Partner means Golar GP LLC a limited liability company incorporated in the Marshall Islands with its registered office at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH 96960.

Golar MLP means Golar LNG Partners L.P. a limited partnership incorporated in the Marshall Islands with its registered office at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH 96960.

Golar MLP Group means Golar MLP and its Subsidiaries for the time being (being the Subsidiaries who are, at any relevant time, the then current Subsidiaries of Golar MLP) and, for the purposes of clause 19.1 (Financial statements) and clause 20 (Financial covenants), any other entity required to be treated as a subsidiary in its consolidated accounts in accordance with GAAP and/or any applicable law.

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Golar MLP Group Member means any entity which is part of the Golar MLP Group.

Group means the Parent and its Subsidiaries for the time being (being the Subsidiaries who are, at any relevant time, the then current Subsidiaries of the Parent) and, for the purposes of clause 19.1 (Financial statements) and clause 20 (Financial covenants), any other entity required to be treated as a subsidiary in its consolidated accounts in accordance with GAAP and/or any applicable law.

Group Member means any Obligor and any other entity which is part of the Group.

Hedging Contract means any Hedging Transaction between a Borrower and anyHedging Provider pursuant to any Hedging Master Agreement and includes any Hedging Master Agreement and any Confirmations from time to time exchanged under it and governed by its terms relating to that Hedging Transaction and any contract in relation to such a Hedging Transaction constituted and/or evidenced by them and Hedging Contracts means all of them.

Hedging Contract Security means a deed or other instrument by a Borrower in favour of the Security Agent in the agreed form conferring a Security Interest over any Hedging Contracts.

Hedging Exposure means, as at any relevant date, the aggregate of the amount certified by each of the Hedging Providers to the Agent to be the net amount in dollars:

(a) in relation to all Hedging Contracts that have been closed out on or prior to the relevant date, that is due and owing by the Borrowers or any of them to the Hedging Providers in respect of such Hedging Contracts on the relevant date; and

(b) in relation to all Hedging Contracts that are continuing on the relevant date, that would be payable by the Borrowers or any of them to the Hedging Providers under (and calculated in accordance with) the early termination provisions of the Hedging Contracts as if an Early Termination Date (as defined in the relevant Hedging Master Agreement) had occurred on the relevant date in relation to all such continuing Hedging Contracts.

Hedging Master Agreement means any agreement made or (as the context may require) to be made between a Borrower and a Hedging Provider comprising an ISDA Master Agreement and Schedule thereto in the agreed form.

Hedging Transaction has, in relation to any Hedging Master Agreement, the meaning given to the term “Transaction” in that Hedging Master Agreement.

Holding Company means, in relation to a person, any other person in respect of which it is a Subsidiary.

Increased Costs has the meaning given to it in clause 13.1.2.

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Indemnified Person means:

(a) each Finance Party, K-Sure and each Receiver and any attorney, agent or other person appointed by them under the Finance Documents;

(b) each Affiliate of each Finance Party, K-Sure and each Receiver; and

(c) any officers, employees or agents of each Finance Party, K-Sure and each Receiver.

Insolvency Event in relation to a Finance Party means that the Finance Party:

(a) is dissolved (other than pursuant to a consolidation, amalgamation or merger);

(b) becomes insolvent or is unable to pay its debts or fails or admits in writing its inability generally to pay its debts as they become due;

(c) makes a general assignment, arrangement or composition with or for the benefit of its creditors;

(d) institutes or has instituted against it, by a regulator, supervisor or any similar official with primary insolvency, rehabilitative or regulatory jurisdiction over it in the jurisdiction of its incorporation or organisation or the jurisdiction of its head or home office, a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors' rights, or a petition is presented for its winding up or liquidation by it or such regulator, supervisor or similar official;

(e) has instituted against it a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors' rights, or a petition is presented for its winding up or liquidation, and, in the case of any such proceeding or petition instituted or presented against it, such proceeding or petition is instituted or presented by a person or entity not described in paragraph (d) above and:

(i) results in a judgment of insolvency or bankruptcy or the entry of an order for relief or the making of an order for its winding up or liquidation; or

(ii) is not dismissed, discharged, stayed or restrained in each case within 30 days of the institution or presentation thereof;

(f) has exercised in respect of it one or more of the stabilisation powers pursuant to Part 1 of the Banking Act 2009 and/or has instituted against it a bank insolvency proceeding pursuant to Part 2 of the Banking Act 2009 or a bank administration proceeding pursuant to Part 3 of the Banking Act 2009;

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(g) has a resolution passed for its winding up, official management or liquidation (other than pursuant to a consolidation, amalgamation or merger);

(h) seeks or becomes subject to the appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian or other similar official for it or for all or substantially all its assets;

(i) has a secured party take possession of all or substantially all its assets or has a distress, execution, attachment, sequestration or other legal process levied, enforced or sued on or against all or substantially all its assets and such secured party maintains possession, or any such process is not dismissed, discharged, stayed or restrained, in each case within 30 days thereafter;

(j) causes or is subject to any event with respect to it which, under the applicable laws of any jurisdiction, has an analogous effect to any of the events specified in paragraphs (a) to (i) above; or

(k) takes any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the foregoing acts.

Insurance Notice means, in relation to a Ship, a notice of assignment from the Ship’s Owner in the form scheduled to that Ship’s General Assignment or in another approved form.

Insurances means, in relation to a Ship:

(a) all policies and contracts of insurance; and

(b) all entries in a protection and indemnity or war risks or other mutual insurance association

in the name of such Ship’s Owner or the joint names of its Owner and any other person in respect of or in connection with such Ship and/or its Owner’s Earnings from the Ship and includes all benefits thereof (including the right to receive claims and to return of premiums).

Interbank Market means the London interbank market.

Interest Period means, in relation to a Loan, each period determined in accordance with clause 9 (Interest Periods) and, in relation to an Unpaid Sum, each period determined in accordance with clause 8.3 (Default interest).

Interpolated Screen Rate means, in relation to LIBOR for any Facility Advance, the rate which results from interpolating on a linear basis between:

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(a) the applicable Screen Rate for the longest period (for which that Screen Rate is available) which is less than the Interest Period of that Facility Advance; and

(b) the applicable Screen Rate for the shortest period (for which that Screen Rate is available) which exceeds the Interest Period of that Facility Advance,

each as of 11:00a.m. on the Quotation Day for the currency of that Loan or Unpaid Sum and, if that rate is less than zero, it shall be deemed to be zero.

KEXIM means the Original KEXIM Facility Lender.

KEXIM Facility means the term loan facility made available by the KEXIM Facility Lendersunder this Agreement as described in clause 2 (The Facilities).

KEXIM Facility Advance means an advance of the KEXIM Facility Commitments, being the Relevant Percentage, in relation to the KEXIM Facility, of an Advance.

KEXIM Facility Commitment means:

(a) in relation to an Original KEXIM Facility Lender, the amount set opposite its name under the heading “KEXIM Facility Commitment” in Schedule 1 (The original parties) and the amount of any other KEXIM Facility Commitment transferred to it under this Agreement; and

(b) in relation to any other KEXIM Facility Lender, the amount of any KEXIM Facility Commitment transferred to it under this Agreement,

to the extent not cancelled, reduced or transferred by it under this Agreement.

KEXIM Facility Lenders means:

(a) the Original KEXIM Facility Lender; and

(b) any bank, financial institution or other regulated investment company which has become a Party as a KEXIM facility lender in accordance with clause 32 (Changes to the Lenders),

which in each case has not ceased to be a Party in accordance with the terms of this Agreement.

KEXIM Loan means a loan made or to be made under the KEXIM Facility or the principal amount outstanding for the time being of that loan.

K-Sure means Korea Trade Insurance Corporation of 136, Seorin-dong, Jongno-gu, Seoul, 110-729, Korea.

K-Sure Agent includes any person who may be appointed as such under the Finance Documents.

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K-Sure Facility means the term loan facility made available by the K-Sure Facility Lenders under this Agreement as described in clause 2 (The Facilities).

K-Sure Facility Advance means an advance of the K-Sure Facility Commitments, being the Relevant Percentage, in relation to the K-Sure Facility, of an Advance.

K-Sure Facility Commitment means:

(a) in relation to an Original K-Sure Facility Lender, the amount set opposite its name under the heading “K-Sure Facility Commitment” in Schedule 1 (The original parties) and the amount of any other K-Sure Facility Commitment transferred to it under this Agreement; and

(b) in relation to any other K-Sure Facility Lender, the amount of any K-Sure Facility Commitment transferred to it under this Agreement,

to the extent not cancelled, reduced or transferred by it under this Agreement.

K-Sure Facility Lenders means:

(a) the Original K-Sure Facility Lenders; and

(b) any bank, financial institution or other regulated investment company which has become a Party as a K-Sure facility lender in accordance with clause 32 (Changes to the Lenders),

which in each case has not ceased to be a Party in accordance with the terms of this Agreement.

K-Sure Insurance Policy means an insurance policy certificate(s) by and between the K-Sure Facility Lenders and K-Sure, the General Terms and Conditions (Buyer Credit, Standard) for Medium and Long Term Export Insurance and the special terms and conditions attached thereto, issued or, as the context may require, to be issued by K-Sure in favour of the K-Sure Facility Lenders, providing political and commercial risks cover and otherwise setting out the terms and conditions of its insurance of an amount up to ninety five per cent (95%) of a K-Sure Facility Advance plus interest accruing thereon under the terms of this Agreement and K-Sure Insurance Policies means all of them.

K-Sure Loan means a loan made or to be made under the K-Sure Facility or the principal amount outstanding for the time being of that loan.

K-Sure Premium means the amount of premium in respect of a K-Sure Facility Advance being payable or (as the context may require) paid to K-Sure under the terms of the relevant K-Sure Insurance Policy for such K-Sure Facility Advance on or prior to the Utilisation Date for an Advance.

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Last Availability Date means, in relation to each Advance, the earlier to occur of the Delivery Date for the relevant Ship and the Backstop Date for such Ship (or such later date as may be approved by the Lenders and K-Sure).

Legal Opinion means any legal opinion delivered to the Agent under clause 4 (Conditions of Utilisation).

Legal Reservations means:

(a) the principle that equitable remedies may be granted or refused at the discretion of a court and the limitation of enforcement by laws relating to insolvency, reorganisation and other laws generally affecting the rights of creditors;

(b) the time barring of claims under the Limitation Act 1980 and the Foreign Limitation Periods Act 1984, the possibility that an undertaking to assume liability for, or indemnify a person against, non-payment of UK stamp duty may be void and defences of set-off or counterclaim; and

(c) similar principles, rights and defences under the laws of any Relevant Jurisdiction.

Lender means:

(a) any KEXIM Facility Lender;

(b) any K-Sure Facility Lender; and

(c) any Commercial Facility Lender ,

and Lenders mean all of them.

LIBOR means, in relation to any Facility Advance or any part of it or any Unpaid Sum:

(a) the Screen Rate;

(b) (if no Screen Rate is available for the Interest Period of that Facility Advance) the Interpolated Screen Rate for that Facility Advance; or

(c) if:

(i)    no Screen Rate is available for the relevant currency; or

(ii) no Screen Rate is available for the relevant Interest Period and it is not possible to calculate an Interpolated Screen Rate for that Facility Advance,

the Reference Bank Rate,

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as of, in the case of paragraphs (a) and (c) above, 11:00a.m. on the Quotation Day for a period comparable to the Interest Period of that Facility Advance or relevant part of it or Unpaid Sum and, if that rate is less than zero, LIBOR shall be deemed to be zero.

Loans mean the KEXIM Loan, the K-Sure Loan and the Commercial Loan and Loan means any one of them.

Losses means any costs, expenses, payments, charges, losses, demands, liabilities, claims, actions, proceedings, penalties, fines, damages, judgments, orders or other sanctions.

Loss Payable Clauses means, in relation to a Ship, the provisions concerning payment of claims under the Ship's Insurances in the form scheduled to that Ship’s General Assignment or in another approved form.

Major Casualty means any casualty to a vessel for which the total insurance claim, inclusive of any deductible, exceeds or may exceed the Major Casualty Amount.

Major Casualty Amount means, in relation to a Ship, the amount specified as such in Schedule 2 (Ship information) against the name of such Ship or the equivalent in any other currency.

Majority Lenders means:

(a) if no Advances are then outstanding, a Lender or Lenders whose Commitments aggregate more than 66 2/3 per cent of the Total Commitments (or, if the Total Commitments have been reduced to zero, aggregated more than 66 2/3 per cent of the Total Commitments immediately prior to the reduction); or

(b) at any other time, a Lender or Lenders whose participations in the Advances aggregate more than 66 2/3 per cent of the aggregate Advances.

Manager's Undertaking means, in relation to a Ship, an undertaking by any manager of the Ship to the Security Agent in the agreed form pursuant to clause 22.7 (Manager).

Mandatory Cost means the percentage rate per annum calculated by the Agent in accordance with Schedule 5 (Mandatory Cost formulae).

Mandatory Repayment Date means in relation to:

(a) a Total Loss of a Ship, the applicable Total Loss Repayment Date; or

(b) a sale of a Ship by the relevant Owner, the date upon which such sale is completed by the transfer of title to the purchaser in exchange for payment of all or part of the relevant purchase price.

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Margin means :

(a) in relation to the KEXIM Facility, 2.75 per cent per annum;

(b) in relation to the K-Sure Facility, 2.10 per cent per annum; and

(c) in relation to the Commercial Facility, 2.75 per cent per annum.

Material Adverse Effect means, in the reasonable opinion of the Majority Lenders, a material adverse effect on:

(a) the business, operations, property, condition (financial or otherwise) or prospects of the Group taken as a whole which will, or is reasonably likely to, affect the ability of (i), prior to any Drop-down, the Obligors (taken as a whole) or (ii) after a Drop-down, either (A) the Obligors (other than the Relevant Borrowers and any party to a Share Security (other than the Security Agent) relating to a Relevant Borrower) (taken as a whole) or (B) the Parent, any Relevant Borrower and any party to a Share Security relating to that Relevant Borrower (taken as a whole) to perform their payment or other material obligations under the Finance Documents; or

(b) the ability of (i), prior to any Drop-down the Obligors (taken as a whole) or (ii) after a Drop-down either (A) the Obligors (other than the Relevant Borrowers and any party to a Share Security (other than the Security Agent) relating to a Relevant Borrower) (taken as a whole) or (B) the Parent, any Relevant Borrower and any party to a Share Security relating to a Relevant Borrower (taken as a whole) to perform their payment or other material obligations under the Finance Documents; or

(c) the validity or enforceability of, or the effectiveness or ranking of any Security Interest granted or purporting to be granted pursuant to any of, the Finance Documents or the rights or remedies of any Finance Party under any of the Finance Documents.

Minimum Value means, at any time, the amount in dollars which is at that time equal to 125 per cent of an Advance.

Mortgage means, in relation to a Ship, a first mortgage of the Ship in the agreed form bythe relevant Owner in favour of the Security Agent.

Mortgage Period means, in relation to a Mortgaged Ship, the period from the date the Mortgage over that Ship is executed and registered until the date such Mortgage is released and discharged or, if earlier, its Total Loss Date.

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Mortgaged Ship means, at any relevant time, any Ship which is subject to a Mortgage and/or whose Earnings, Insurances and Requisition Compensation are subject to a Security Interest under the Finance Documents.

New Lender has the meaning given to that term in clause 32 (Changes to Lenders).

Obligors mean the parties to the Finance Documents (other than Finance Parties and any Charterers) and Obligor means any one of them.

Option Notification Date has the meaning given to that term in clause 7.2 (Prepayment option).

Original Financial Statements means:

(a) the audited consolidated financial statements of the Group and the Golar MLP Group for their respective financial years ended 31 December 2012; and

(b) the unaudited consolidated financial statements of the Group and the Golar MLP Group for their respective financial quarters ended 31 March 2013.

Original Jurisdiction means, in relation to an Original Obligor, the jurisdiction under whose laws that Obligor is incorporated as at the date of this Agreement or, in the case of any other Obligor, as at the date on which that Obligor becomes an Obligor.

Original Lenders means:

(a)     the Original KEXIM Facility Lenders;

(b)     the Original K-Sure Facility Lenders; and

(c)    the Original Commercial Facility Lenders,

and Original Lender means any of them.

Original Obligor means each party to this Agreement and the Original Security Documents (other than a Finance Party or a Charterer).

Original Security Documents means:

(a) the Mortgages over each of the Ships;

(b) General Assignments in respect of the Ships;

(c) any Charter Assignments in respect of the Ships;

(d) the Share Security in relation to each Borrower;

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(e) the Account Security;

(f) the Hedging Contract Security;

(g) any Manager's Undertaking in relation to a Ship if required under clause 22.3 (Manager); and

(h) any Quiet Enjoyment Letters.

Owner means, in relation to a Ship, the person specified against the name of that Ship in Schedule 2 (Ship information) and Owners means all of them.

Parent means the company described as such in Schedule 1 (The original parties).

Participating Member State means any member state of the European Union that has the euro as its lawful currency in accordance with legislation of the European Union relating to Economic and Monetary Union.

Party means a party to this Agreement.

PaymentDisruption Event means either or both of:

(a) a material disruption to those payment or communications systems or to those financial markets which are, in each case, required to operate in order for payments to be made in connection with the Facilities (or otherwise in order for the transactions contemplated by the Finance Documents to be carried out) which disruption is not caused by, and is beyond the control of, any of the Parties; or

(b) the occurrence of any other event which results in a disruption (of a technical or systems-related nature) to the treasury or payments operations of a Party preventing that, or any other Party:

(i) from performing its payment obligations under the Finance Documents; or

(ii) from communicating with other Parties in accordance with the terms of the Finance Documents,

(and which (in either such case)) is not caused by, and is beyond the control of, the Party whose operations are disrupted.

Permitted Maritime Liens means, in relation to any Mortgaged Ship:

(a) any lien disclosed in writing to the Agent prior to the date of this Agreement and approved by the Agent;

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(b) unless a Default is continuing, any ship repairer's or outfitter's possessory lien in respect of the Ship for an amount not exceeding the Major Casualty Amount;

(c) any lien on the Ship for master's, officer's or crew's wages outstanding in the ordinary course of its trading;

(d) any lien on the Ship for salvage; and

(e) any other lien arising by operation of law in the ordinary course of trading (and not as a result of any default or omission by any Owner),

in each case (other than (a) above) securing obligations not more than 30 days overdue.

Permitted Security Interests means any Security Interest which is:

(a) granted by the Finance Documents; or

(b) a Permitted Maritime Lien; or

(c) approved by the Majority Lenders.

Pollutant means and includes crude oil and its products, any other polluting, toxic or hazardous substance and any other substance whose release into the environment is regulated or penalised by Environmental Laws.

Prepayment Option Date means the date 30 days prior to the Final Commercial Facility Maturity Date.

Quiet Enjoyment Letter means, if required in respect of a Ship, a letter by the Security Agent addressed to, and acknowledged by, the relevant Owner and Charterer of the Ship in an agreed form.

Quotation Day means, in relation to any period for which an interest rate is to be determined, two Business Days before the first day of that period unless market practice differs in the Interbank Market for a currency, in which case the Quotation Day for that currency shall be determined by the Agent in accordance with market practice in the Interbank Market (and if quotations would normally be given by leading banks in the Interbank Market on more than one day, the Quotation Day will be the last of those days).

Receiver means a receiver or a receiver and manager or an administrative receiver appointed in relation to the whole or any part of any Charged Property under any relevant Security Document.

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Reference Banks means, in relation to LIBOR, the principal offices in Stockholm and Osloof Swedbank AB (publ) and Nordea Bank Norge ASA respectively or such other banks as may be appointed by the Agent in consultation with the Borrowers.

Reference Bank Rate means the arithmetic mean of the rates (rounded upwards to four decimal places) as supplied to the Agent at its request by the Reference Banks as the rate at which the relevant Reference Bank could borrow funds in the London interbank market, in the relevant currency and for the relevant period, were it to do so by asking for and then accepting interbank offers for deposits in reasonable market size in that currency and for that period.

Registry means, in relation to each Ship, such registrar, commissioner or representative of the relevant Flag State who is duly authorised and empowered to register the relevant Ship, the relevant Owner's title to such Ship and the relevant Mortgage under the laws of its Flag State.

Relevant Borrower means, in respect of a Drop-down, the Borrower which is the subject of that Drop-down.

Relevant Jurisdiction means, in relation to an Obligor:

(a) its Original Jurisdiction;

(b) any jurisdiction where any Charged Property owned by it is situated;

(c) any jurisdiction where it conducts its business; and

(d) any jurisdiction whose laws govern the perfection of any of the Security Documents entered into by it.

Relevant Percentage means:

(a) in relation to the KEXIM Facility, 40 per cent;

(b) in relation to the K-Sure Facility, 39.93 per cent; and

(c) in relation to the Commercial Facility, 20.07 per cent.

Relevant Proportion means in respect of a Relevant Borrower and at the time the same falls to be determined, the ratio such Relevant Borrower’s then outstanding Drop-down Advance bears to the then outstanding balance of the Loans.

Repayment Date means, in respect of each Facility Advance:

(a) the First Repayment Date;

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(b) each of the dates falling at six monthly intervals thereafter up to but not including the Final Repayment Date; and

(c) the Final Repayment Date.

Repeating Representations means each of the representations and warranties set out in clauses 18.1 (Status) to 18.10 (Ranking and effectiveness of security) other than the representation contained in clause 18.1.3 (Status) and 18.8.3 (Original Financial Statements).

Representative means any delegate, agent, manager, administrator, nominee, attorney, trustee or custodian.

Requisition Compensation means, in relation to a Ship, any compensation paid or payable by a government entity for the requisition for title, confiscation or compulsory acquisition of such Ship.

Screen Rate means the British Bankers’ Association Interest Settlement Rate (or if the British Bankers’ Association ceases to act in the role of administering and publishing LIBOR rates, the equivalent rate published by a subsequently appointed administrator of LIBOR) for dollars and the relevant period displayed on the appropriate page of the Reuters screen. If the agreed page is replaced or service ceases to be available, the Agent may specify another page or service displaying the appropriate rate after consultation with the Borrowers and the Lenders.

Security Agent includes any person as may be appointed as such under the Finance Documents.

Security Documents means:

(a) the Original Security Documents; and

(b) any other document as may be executed to guarantee and/or secure any amounts owing to the Finance Parties under this Agreement or any other Finance Document.

Security Interest means a mortgage, charge, pledge, lien, assignment, trust, hypothecation or other security interest of any kind securing any obligation of any person or any other agreement or arrangement having a similar effect.

Security Value means, in respect of any Advance at any time, the amount in dollars which, at that time, is the aggregate of (a) the value determined in accordance with clause 25 (Minimum security value) (or, if less in relation to an individual Ship, the maximum amount capable of being secured by the Mortgage of the relevant Ship) ofthe Mortgaged Ship attributable to such Advance which has not then become a Total Loss and (b) the value of any additional security then held by the Security Agent provided under clause 25 (Minimum security value), in each case as most recently determined in accordance with this Agreement.

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Share Security means, in relation to each Borrower, the document constituting a first Security Interest by the relevant Holding Company of such Borrower in favour of the Security Agent in the agreed form in respect of all of the shares in such Borrower.

Ship A means the ship described as such in Schedule 2 (Ship information).

Ship B means the ship described as such in Schedule 2 (Ship information).

Ship C means the ship described as such in Schedule 2 (Ship information).

Ship Commitment means, in relation to a Ship, the amount specified for such Ship in Schedule 2 (Ship Information) as cancelled or reduced pursuant to any provision of this Agreement.

Ship D means the ship described as such in Schedule 2 (Ship information).

Ship E means the ship described as such in Schedule 2 (Ship information).

Ship F means the ship described as such in Schedule 2 (Ship information).

Ship G means the ship described as such in Schedule 2 (Ship information).

Ship H means the ship described as such in Schedule 2 (Ship information).

Ship Representations means each of the representations and warranties set out in clauses 18.29 (Ship status) and 18.30 (Ship's employment).

Ships means each of the ships described in Schedule 2 (Ship information)and Ship means any of them.

Spill means any actual or threatened spill, release or discharge of a Pollutant into the environment.

Subsidiary of a person means any other company or entity directly or indirectly controlled by such person and a wholly owned Subsidiary of that person means a Subsidiary which has no members except such person and that person’s wholly owned Subsidiaries and its or their nominees.

Tax means any tax, levy, impost, duty or other charge or withholding of a similar nature (including any penalty or interest payable in connection with any failure to pay or any delay in paying any of the same).

Total Commitments means the aggregate of the Total KEXIM Facility Commitments, the Total K-Sure Facility Commitments and the Total Commercial Facility Commitments, being $1,125,000,000 at the date of this Agreement.

Total Loss means, in relation to a vessel, its:

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(a) actual, constructive, compromised or arranged total loss; or

(b) requisition for title, confiscation or other compulsory acquisition by a government entity; or

(c) hijacking, theft, condemnation, capture, seizure, arrest or detention (other than hijacking, theft, seizure or detention as a result of piracy) for more than 30 days; or

(d) hijacking, theft, seizure or detention as a result of piracy for more than 45 days.

Total Loss Date means, in relation to the Total Loss of a vessel:

(a) in the case of an actual total loss, the date it happened or, if such date is not known, the date on which the vessel was last reported;

(b) in the case of a constructive, compromised, agreed or arranged total loss, the earliest of:

(i) the date notice of abandonment of the vessel is given to its insurers; or

(ii) if the insurers do not admit such a claim, the date later determined by a competent court of law to have been the date on which the total loss happened; or

(iii) the date upon which a binding agreement as to such compromised or arranged total loss has been entered into by the vessel's insurers;

(c) in the case of a requisition for title, confiscation or compulsory acquisition, the date it happened; and

(d) in the case of hijacking, theft, condemnation, capture, seizure, arrest or detention, the date 30 days after the date upon which it happened.

Total Loss Repayment Date means, where a Ship has become a Total Loss, the earlier of:

(a) the date falling 120 days after its Total Loss Date; and

(b) the date upon which insurance proceeds or Requisition Compensation for such Total Loss are paid by insurers or the relevant government entity.

Total KEXIM Facility Commitments means the aggregate of the KEXIM Facility Commitments, being $450,000,000 as at the date of this Agreement.

Total K-Sure Facility Commitments means the aggregate of the K-Sure Facility Commitments, being $ 449,220,554.27 as at the date of this Agreement.

Total Commercial Facility Commitments means the aggregate of the Commercial Facility Commitments, being $ 225,779,445.73 as at the date of this Agreement.

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Transaction Document means:

(a) each of the Finance Documents;

(b) each Building Contract Document;

(c) any Charter Document; and

(d) any management contract approved under clause 22.7 (Manager).

Transfer Certificate means a certificate substantially in the form set out in Schedule 6 (Form of Transfer Certificate) or any other form agreed between the Agent and the Borrowers.

Transfer Date means, in relation to an assignment, the later of:

(a) the proposed Transfer Date specified in the Transfer Certificate; and

(b) the date on which the Agent executes the Transfer Certificate.

Treasury Transaction means any derivative transaction entered into in connection with protection against or benefit from fluctuation in any rate or price.

Trust Property means, collectively:

(a) all moneys duly received by the Security Agent under or in respect of the Finance Documents;

(b) any portion of the balance on any Account held by or charged to the Security Agent at any time;

(c) the Security Interests, guarantees, security, powers and rights given to the Security Agent under and pursuant to the Finance Documents including, without limitation, the covenants given to the Security Agent in respect of all obligations of any Obligor;

(d) all assets paid or transferred to or vested in the Security Agent or its agent or received or recovered by the Security Agent or its agent in connection with any of the Finance Documents whether from any Obligor or any other person; and

(e) all or any part of any rights, benefits, interests and other assets at any time representing or deriving from any of the above, including all income and other sums at any time received or receivable by the Security Agent or its agent in respect of the same (or any part thereof).

Unpaid Sum means any sum due and payable but unpaid by an Obligor under the Finance Documents.

Unscheduled Amount has the meanings given to that term in clause 2.6.1 (Drop-down).

US Tax Obligor means:

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(a) a Borrower if it is resident for tax purposes in the United States of America; or

(b) an Obligor some or all of whose payments under the Finance Documents are from sources within the United States for US federal income tax purposes.

Utilisation means the making of an Advance.

Utilisation Date means the date on which an Utilisation is made.

Utilisation Request means a notice substantially in the form set out in Schedule 4 (Utilisation Request).

VAT means:

(a) any tax imposed in compliance with the Council Directive of 28 November 2006 on the common system of value added tax (EC Directive 2006/112); and

(b) any other tax of a similar nature, whether imposed in a member state of the European Union in substitution for, or levied in addition to, such tax referred to in paragraph (a) above, or imposed elsewhere.

World Shipholding means World Shipholding Ltd., a company incorporated in Liberia.

1.2 Construction

1.2.1 Unless a contrary indication appears, any reference in any of the Finance Documents to:

(a) Sections, clauses and Schedules are to be construed as references to the Sections and clauses of, and the Schedules to, the relevant Finance Document and references to a Finance Document include its Schedules;

(b) a Finance Document or any other agreement or instrument is a reference to that Finance Document or other agreement or instrument as it may from time to time be amended, restated, novated or replaced, however fundamentally;

(c) words importing the plural shall include the singular and vice versa;

(d) a time of day are to London time;

(e) any person includes its successors in title, permitted assignees or transferees;

(f) the knowledge, awareness and/or beliefs (and similar expressions) of any Obligor shall be construed so as to mean the knowledge, awareness and beliefs of the director and officers of such Obligor, having made due and careful enquiry;

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(g) agreedform means:

(i) where a Finance Document has already been executed by all of the relevant parties, such Finance Document in its executed form;

(ii) prior to the execution of a Finance Document, the form of such Finance Document separately agreed in writing between the Agent and the Borrowers as the form in which that Finance Document is to be executed or another form approved at the request of the Borrowers or, if not so agreed or approved, is in the form specified by the Agent;

(h) approved by the Majority Lenders or approved by the Lenders means approved in writing by the Agent acting on the instructions of the Majority Lenders or, as the case may be, all of the Lenders (on such conditions as they may respectively impose) and otherwise approved means approved in writing by the Agent (on such conditions as the Agent may impose) and approval and approve shall be construed accordingly;

(i) assets includes present and future properties, revenues and rights of every description;

(j) an authorisation means any authorisation, consent, concession, approval, resolution, licence, exemption, filing, notarisation or registration;

(k) charter commitment means, in relation to a vessel, any charter or contract for the use, employment or operation of that vessel or the carriage of people and/or cargo or the provision of services by or from it and includes any agreement for pooling or sharing income derived from any such charter or contract;

(l) control of an entity means (except when used in the definition of Change of Control in clause 1.1 (Definitions)):

(i) the power (whether by way of ownership of shares, proxy, contract, agency or otherwise) to:

(A) cast, or control the casting of, more than 50 per cent of the maximum number of votes that might be cast at a general meeting of that entity; or

(B) appoint or remove all, or the majority, of the directors or other equivalent officers of that entity; or

(C) give directions with respect to the operating and financial policies of that entity with which the directors or other equivalent officers of that entity are obliged to comply; and/or

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(ii) the holding beneficially of more than 50 per cent of the issued share capital of that entity (excluding any part of that issued share capital that carries no right to participate beyond a specified amount in a distribution of either profits or capital) (and, for this purpose, any Security Interest over share capital shall be disregarded in determining the beneficial ownership of such share capital);

and controlled shall be construed accordingly;

(m) the term disposal or dispose means a sale, transfer or other disposal (including by way of lease or loan but not including by way of loan of money) by a person of all or part of its assets, whether by one transaction or a series of transactions and whether at the same time or over a period of time, but not the creation of a Security Interest;

(n) $, USD and dollars denote the lawful currency of the United States of America;

(o) the equivalent of an amount specified in a particular currency (the specified currency amount) shall be construed as a reference to the amount of the other relevant currency which can be purchased with the specified currency amount in the London foreign exchange market at or about 11 a.m. on the date the calculation falls to be made for spot delivery, as conclusively determined by the Agent (with the relevant exchange rate of any such purchase being the Agent's spot rate of exchange);

(p) a government entity means any government, state or agency of a state;

(q) a group of Lenders includes all the Lenders;

(r) a guarantee means any guarantee, letter of credit, bond, indemnity or similar assurance against loss, or any obligation, direct or indirect, actual or contingent, to purchase or assume any indebtedness of any person or to make an investment in or loan to any person or to purchase assets of any person where, in each case, such obligation is assumed in order to maintain or assist the ability of such person to meet its indebtedness;

(s) indebtedness includes any obligation (whether incurred as principal or as surety) for the payment or repayment of money, whether present or future, actual or contingent;

(t) month means a period starting on one day in a calendar month and ending on the numerically corresponding day in the next calendar month or the calendar month in which it is to end, except that:

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(i) if the numerically corresponding day is not a Business Day, that period shall end on the next Business Day in that month (if there is one) or on the immediately preceding Business Day (if there is not); and

(ii) if there is no numerically corresponding day in that month, that period shall end on the last Business Day in that month

and the above rules in paragraphs (i) to (ii) will only apply to the last month of any period;

(u) an obligation means any duty, obligation or liability of any kind;

(v) something being in the ordinary course of business of a person means something that is in the ordinary course of that person's current day-to-day operational business (and not merely anything which that person is entitled to do under its Constitutional Documents);

(w) pay or repay in clause 28 (Business restrictions) includes by way of set-off, combination of accounts or otherwise;

(x) a person includes any individual, firm, company, corporation, government entity or any association, trust, joint venture, consortium, partnership or other entity (whether or not having separate legal personality);

(y) a regulation includes any regulation, rule, official directive, request or guideline (whether or not having the force of law) of any governmental, intergovernmental or supranational body, agency, department or regulatory, self-regulatory or other authority or organisation and includes (without limitation) any Basel II Regulation or Basel III Regulation;

(z) right means any right, privilege, power or remedy, any proprietary interest in any asset and any other interest or remedy of any kind, whether actual or contingent, present or future, arising under contract or law, or in equity;

(aa) trustee, fiduciary and fiduciary duty has in each case the meaning given to such term under applicable law;

(bb) (i) the liquidation, winding up, dissolution, or administration of person or (ii) a receiver or administrative receiver or administrator in the context of insolvency proceedings or security enforcement actions in respect of a person shall be construed so as to include any equivalent or analogous proceedings or any equivalent and analogous person or appointee (respectively) under the law of the jurisdiction in which

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such person is established or incorporated or any jurisdiction in which such person carries on business including (in respect of proceedings) the seeking or occurrences of liquidation, winding-up, reorganisation, dissolution, administration, arrangement, adjustment, protection or relief of debtors;

(cc) a provision of law is a reference to that provision as amended or re-enacted.

1.2.2 Where in this Agreement a provision includes a monetary reference level in one currency, unless a contrary indication appears, such reference level is intended to apply equally to its equivalent in other currencies as of the relevant time for the purposes of applying such reference level to any other currencies.

1.2.3 Section, clause and Schedule headings are for ease of reference only.

1.2.4 Unless a contrary indication appears, a term used in any other Finance Document or in any notice given under or in connection with any Finance Document has the same meaning in that Finance Document or notice as in this Agreement.

1.2.5 A Default (other than an Event of Default) is continuing if it has not been remedied or waived and an Event of Default is continuing if it has not been waived in writing.

1.2.6 The terms of the Finance Documents (other than as relates to the creation and/or perfection of security) are subject to the terms of this Agreement and unless a contrary indication appears, in the event of any conflict or inconsistency between any provision of this Agreement and any provision of any Finance Document (other than in relation to the creation and/or perfection of security) the provisions of this Agreement shall prevail.

1.3 Third party rights

1.3.1 Except for a provision expressed to be in favour of K-Sure, rights expressed to be for benefit of or exercisable by K-Sure under a Finance Document or, unless expressly provided to the contrary in a Finance Document, a provision expressed to be for the benefit of a Finance Party or another Indemnified Person,a person who is not a party to a Finance Document has no right under the Contracts (Rights of Third Parties) Act 1999 (the Third Parties Act) to enforce or enjoy the benefit of any term of the relevant Finance Document.

1.3.2 Any Finance Document may be rescinded or varied by the parties to it without the consent of any person who is not a party to it (unless otherwise provided by this Agreement in respect of K-Sure and without prejudice to the provisions of any K-Sure Insurance Policy).

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1.3.3 An Indemnified Person who is not a party to a Finance Document may only enforce its rights under that Finance Document through a Finance Party and if and to the extent and in such manner as the Finance Party may determine.

1.3.4 Each party agrees that (i) K-Sure shall not have any obligations or liabilities under this Agreement unless and until it becomes a Lender in accordance with the terms of this Agreement and (ii) this Agreement may not be amended to limit, modify or eliminate any rights of K-Sure without its prior written consent.

1.4 Finance Documents

Where any other Finance Document provides that this clause 1.4 shall apply to that Finance Document, any other provision of this Agreement which, by its terms, purports to apply to all or any of the Finance Documents and/or any Obligor shall apply to that Finance Document as if set out in it but with all necessary changes.

SECTION 2 - THE FACILITY

2 The Facilities

2.1 The KEXIM Facility

Subject to the terms of this Agreement, the KEXIM Facility Lenders make available to the Borrowers a term loan facility in an aggregate amount equal to the Total KEXIM Facility Commitments.

2.2 The K-Sure Facility

Subject to the terms of this Agreement, the K-Sure Facility Lenders make available to the Borrowers a term loan facility in an aggregate amount equal to the Total K-Sure Facility Commitments.

2.3 The Commercial Facility

Subject to the terms of this Agreement, the Commercial Facility Lenders make available to the Borrowers a term loan facility in an aggregate amount equal to the Total Commercial Facility Commitments.

2.4 Finance Parties' rights and obligations

2.4.1 The obligations of each Finance Party under the Finance Documents are several. Failure by a Finance Party to perform its obligations under the Finance Documents does not affect the obligations of any other Party under the Finance Documents. No Finance Party is responsible for the obligations of any other Finance Party under the Finance Documents.

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2.4.2 The rights of each Finance Party under or in connection with the Finance Documents are separate and independent rights and any debt arising under the Finance Documents to a Finance Party from an Obligor shall be a separate and independent debt.

2.4.3 A Finance Party may, except as otherwise stated in the Finance Documents (including clauses 34.32 (All enforcement action through the Security Agent) and 35.2 (Finance Parties acting together)), separately enforce its rights under the Finance Documents.

2.5 Borrowers' rights and obligations

2.5.1 Subject to clause 2.6 (Drop-down), the obligations of each Borrower under this Agreement are joint and several. Failure by a Borrower to perform its obligations under this Agreement shall constitute a failure by all of the Borrowers.

2.5.2 Subject to clause 2.6 (Drop-down), each Borrower irrevocably and unconditionally jointly and severally with each other Borrower:

(a) agrees that it is responsible for the performance of the obligations of each other Borrower under this Agreement;

(b) acknowledges and agrees that it is a principal and original debtor in respect of all amounts due from the Borrowers under this Agreement; and

(c) agrees with each Finance Party that, if any obligation of another Borrower under this Agreement is or becomes unenforceable, invalid or illegal for any reason it will, as an independent and primary obligation, indemnify that Finance Party immediately on demand against any and all Losses it incurs as a result of another Borrower not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by that other Borrower under this Agreement. The amount payable under this indemnity shall be equal to the amount which that Finance Party would otherwise have been entitled to recover.

2.5.3 Subject to clause 2.6 (Drop-down), the obligations of each Borrower under the Finance Documents shall continue until all amounts which may be or become payable by the Borrowers under or in connection with the Finance Documents have been irrevocably and unconditionally paid or discharged in full, regardless of any intermediate payment or discharge in whole or in part.

2.5.4 Subject to clause 2.6 (Drop-down), if any discharge, release or arrangement (whether in respect of the obligations of a Borrower or any security for those obligations or otherwise) is made by a Finance Party in whole or in part on the basis of any payment, security or other disposition which is avoided or must be restored in insolvency, liquidation, administration or otherwise, without limitation, then the liability of the Borrowers under this Agreement will continue or be reinstated as if the discharge, release or arrangement had not occurred.

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2.6 Drop-down

2.6.1 Notwithstanding the provisions of clause 2.5, upon the occurrence of a Drop-down, the Relevant Borrower shall automatically cease to be joint and severally liable for and become severally liable for the obligations under clause 6 (Repayment), clause 7.9 (Sale and total loss before and after Delivery), clause 8 (Interest), clause 10.4 (Break costs) and clause 13.1.1 (Increased costs) in relation to its Drop-down Advance and (a) each of the other Borrowers (other than Relevant Borrowers) shall be automatically released from their obligations under clauses 6, 7.9, 8, 10.4 and 13.1.1 in relation to such Drop-down Advance and (b) such Relevant Borrower shall be automatically released from its obligations under clauses 6, 7.9, 8, 10.4 and 13.1.1 in relation to each of the other Advances .

2.6.2 Where this Agreement provides for any payment other than under clauses 6, 7.9, 8, 10.4 and 13.1.1 (any such payment being an Unscheduled Amount) and save as contemplated in clause 12.2 (Tax gross-up) and clause 14.2 (Other indemnities), a Relevant Borrower shall be severally liable for a pro rata share of such Unscheduled Amount corresponding to its Relevant Proportion. For the purposes of claiming any such Unscheduled Amount, a demand made upon the Borrowers for the full amount of the Unscheduled Amount shall be deemed to be a demand served on each Borrower (including on any Relevant Borrower in its Relevant Proportion of such Unscheduled Amount) for the amount of such Unscheduled Amount for which each such Borrower is liable.

This clause shall not relieve the Borrowers or any other Obligor from (a) the consequences of the Borrowers (or any of them) failing to meet their respective obligations under clauses 6, 7.9, 8, 10.4 and 13.1.1 at any time or (b) any claim or demand made by any Finance Party on a Relevant Borrower (or any other Obligor in relation to such claim or demand) prior to the Drop-down.

2.7 Protective provisions

The obligations of each Borrower under the Finance Documents shall not be affected by an act, omission, matter or thing which, but for this clause (whether or not known to it or any Finance Party), would reduce, release or prejudice any of its obligations under the Finance Documents including:

(a) any time, waiver or consent granted to, or composition with, any Obligor or other person;

(b) the release of any other Obligor or any other person under the terms of any composition or arrangement with any creditor of any other Obligor;

(c) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any Obligor or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security;

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(d) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of an Obligor or any other person;

(e) any amendment, novation, supplement, extension, restatement (however fundamental and whether or not more onerous) or replacement of a Finance Document or any other document or security;

(f) any unenforceability, illegality or invalidity of any obligation of any person under any Finance Document or any other document or security; or

(g) any insolvency or similar proceedings.

2.7.1 Each Borrower waives any right it may have of first requiring any Finance Party (or any trustee or agent on its behalf) to proceed against or enforce any other rights or security or claim payment from any person before claiming from that Borrower under any Finance Document. This waiver applies irrespective of any law or any provision of a Finance Document to the contrary.

2.8 Appropriations

Until all amounts which may be or become payable by the Obligors under or in connection with the Finance Documents have been irrevocably and unconditionally paid or discharged in full, each Finance Party (or any trustee or agent on its behalf) may:

2.8.1 refrain from applying or enforcing any other moneys, security or rights held or received by that Finance Party (or any trustee or agent on its behalf) in respect of those amounts, or apply and enforce the same in such manner and order as it sees fit (whether against those amounts or otherwise) and no Borrower will be entitled to the benefit of the same; and

2.8.2 hold in an interest-bearing suspense account any money received from any Borrower or on account of any Borrower's liability under any Finance Document.

2.9 Deferral of rights

Until all amounts which may be or become payable by the Obligors under or in connection with the Finance Documents have been irrevocably paid in full and unless the Agent otherwise directs (on such terms as it may require), no Borrower shall exercise any rights (including rights of set-off) which it may have by reason of performance by it of its obligations under the Finance Documents:

(a) to be indemnified by another Obligor;

(b) to claim any contribution from any other Obligor or any guarantor of any Obligor's obligations under the Finance Documents; and/or

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(c) to take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of the Finance Parties under the Finance Documents or of any guarantee or security taken pursuant to, or in connection with, the Finance Documents by any Finance Party.

3 Purpose

3.1 Purpose

The Borrowers shall apply all amounts borrowed under the Facilities in accordance with this clause 3.

3.2 Use

The Ship Commitment for each Ship shall be made available solely for the purpose of assisting the relevant Owner to finance the Delivery Instalment of each Ship and any other amounts of the Delivery Price due at Delivery.

3.3 Monitoring

No Finance Party is bound to monitor or verify the application of any amount borrowed pursuant to this Agreement.

4 Conditions of Utilisation

4.1 Initial conditions precedent

The Lenders will only be obliged to comply with clause 5.4 (Lenders' participation) in relation to the first Utilisation if on or before the Utilisation Date for that Utilisation, the Agent, or its duly authorised representative, has received all of the documents and other evidence listed in Part 1 of Schedule 3 (Conditions precedent to any Utilisation) in form and substance satisfactory to the Agent (or, in the case of the condition set out in item 7 of Part 1 of Schedule 3 (Ship and security conditions precedent), in form and substance satisfactory to the Agent acting on the instructions of the Lenders).

4.2 Conditions precedent on Delivery

The Ship Commitment in respect of a Ship shall only become available for borrowing under this Agreement if the Agent, or its duly authorised representative, has received all of the documents and evidence listed in Part 2 of Schedule 3 (Ship and security conditions precedent) in form and substance satisfactory to the Agent.

4.3 Notice to Lenders

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The Agent shall notify the Lenders, the K-Sure Agent (who shall in turn notify K-Sure) and the Borrowers promptly upon receipt and being satisfied with all of the documents and evidence referred to in this clause 4 in form and substance satisfactory to it (or, in the case of the condition set out in item 7 of Part 1 of Schedule 3 (Ship and security conditions precedent), in form and substance satisfactory to it acting on the instructions of the Lenders). Other than to the extent that the Majority Lenders notify the Agent in writing to the contrary before the Agent gives any such notification, the Lenders authorise (but do not require) the Agent to give that notification. The Agent shall not be liable for any damages, costs or losses whatsoever as a result of giving any such notification unless directly caused by its gross negligence or wilful misconduct or fraudulent behaviour.

4.4 Further conditions precedent

The Lenders will only be obliged to comply with clause 5.4 (Lenders' participation) if:

(a) on the date of the Utilisation Request and on the proposed Utilisation Date, no Default is continuing or would result from the proposed Utilisation;

(b) on the date of the Utilisation Request and on the proposed Utilisation Date, the Repeating Representations are true and, in relation to the first Utilisation, all of the other representations set out in clause 18 (Representations) (except the Ship Representations) are true;

(c) where the proposed Utilisation Date is to be a day other than the first day of the Mortgage Period for a Ship, the Ship Representations for such ship are reasonably expected to be true on the first day of the Mortgage Period;

(d) where the proposed Utilisation Date is to be the first day of the Mortgage Period for a Ship, the Ship Representations for such Ship are true on the proposed Utilisation Date; and

(e) the Agent has not received any notice from K-Sure requesting the Lenders or any other Finance Party to suspend the utilisation of the Facility.

4.5 Waiver of conditions precedent

The conditions in this clause 4 are inserted solely for the benefit of the Finance Parties and may be waived on their behalf in whole or in part and with or without conditions by the Agent acting on the instructions of the Majority Lenders (or, in the case of the condition set out in item 7 of Part 1 of Schedule 3 (Ship and security conditions precedent), by the Agent acting on the instructions of the Lenders).

4.6 Conditions subsequent

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The condition precedent with respect to the provision of the safety management certificate and the international ship security certificate specified at paragraphs 7(b) and 7(c) of part 2 of Schedule 3 must be satisfied as soon as practicable after the relevant Utilisation Date and, in any event, no later than seven days after such date or such later date as the Lenders in their absolute discretion shall determine.

SECTION 3 -

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UTILISATION

5 Utilisation

5.1 Delivery of a Utilisation Request

A Borrower may utilise the Facilities by delivery to the Agent of a duly completed Utilisation Request not later than 11 a.m. five Business Days before the proposed Utilisation Date.

5.2 Completion of a Utilisation Request

5.2.1 A Utilisation Request is irrevocable and will not be regarded as having been duly completed unless:

(a) the proposed Utilisation Date, in respect of an Advance, is a Business Day falling on or before the Last Availability Date for such Advance;

(b) the currency and amount of the Utilisation comply with clause 5.3 (Currency and amount);

(c) the proposed Interest Period complies with clause 9 (Interest Periods); and

(d) it identifies the purpose for the Utilisation and that purpose complies with clause 3 (Purpose).

5.2.2 Only one Advance may be requested in each Utilisation Request and only one Advance may be made in respect of each Ship.

5.3 Currency and amount

5.3.1 The currency specified in a Utilisation Request must be dollars and the amount of the proposed Advance must, in relation to a Ship:

(a) be not more than the Ship Commitment for such Ship; and

(b) comprise a KEXIM Facility Advance, a K-Sure Facility Advance and a Commercial Facility Advance, each in the Relevant Percentage of the Advance.

5.3.2 The amount of a proposed Advance must be a minimum of $5,000,000 or, if less, the amount of the Available Facility less the amount of the outstanding Advances and must not exceed (when aggregated with the outstanding Advances) the Total Commitments.

5.4 Lenders' participation

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5.4.1 If the conditions set out in this Agreement have been met, each Lender shall make its participation in each Advance available by the Utilisation Date through its Facility Office.

5.4.2 The amount of each Lender's participation in a Facility Advance will be equal to the proportion borne by its KEXIM Facility Commitment, K-Sure Facility Commitment or Commercial Facility Commitment (as applicable) to the Total KEXIM Facility Commitment, Total K-Sure Facility Commitment or Total Commercial Facility Commitment (as applicable) immediately prior to making the Advance.

5.4.3 The Agent shall promptly notify each Lender of the amount of each Advance and the amount of its participation in the Advance.

5.4.4 The Agent shall pay all amounts received by it in respect of each Advance (and its own participation in it, if any) to the Borrowers or for its account in accordance with the instructions contained in the Utilisation Request.

SECTION 4 -

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REPAYMENT, PREPAYMENT AND CANCELLATION

6 Repayment

6.1 Repayment

The Borrowers (or, subject to clause 2.6, the applicable Relevant Borrower with respect to its Drop-down Advance) shall on each Repayment Date repay:

(a) such part of the KEXIM Loan for the account of the KEXIM Facility Lenders;

(b) such part of the K-Sure Loan for the account of the K-Sure Facility Lenders; and

(c) such part of the Commercial Loan for the account of the Commercial Facility Lenders,

as is required to be repaid by clause 6.2 (Scheduled repayment of Advances).

6.2 Scheduled repayment of Advances

6.2.1 The Borrowers (or, subject to clause 2.6, the applicable Relevant Borrower with respect to its Drop-down Advance) shall repay each KEXIM Facility Advance and K‑Sure Advance by 24 instalments, one such instalment to be repaid on each of the Repayment Dates relative to such KEXIM Facility Advance or K-Sure Advance and, to the extent not previously reduced, each to be in the amount of 1/24 of the amount of the relevant KEXIM Facility Advance or K-Sure Facility Advance.

6.2.2 The Borrowers (or, subject to clause 2.6, the applicable Relevant Borrower with respect to its Drop-down Advance) shall repay each Commercial Facility Advance by ten instalments, one such instalment to be repaid on each of the Repayment Dates relative to such Commercial Facility Advance. To the extent not previously reduced, the amount of each instalment, except for the final instalment, shall be 1/24 of the amount of that Commercial Facility Advance and the amount of the final instalment shall be 15/24 of the amount of that Commercial Facility Advance.

6.2.3 On the Final Repayment Date in relation to a Facility Advance (without prejudice to any other provision of this Agreement), such Facility Advance shall be repaid in full. On the Final Maturity Date (without prejudice to any other provision of this Agreement) the Loans and any amounts owing by the Borrowers to any Finance Party under any of the Finance Documents or owing under or in connection with any K-Sure Insurance Policy (as conclusively certified by the Agent) shall be repaid in full.

6.3 Adjustment of scheduled repayments

If a Facility Commitment forming part of a Facility Advance has been partially reduced under this Agreement and/or any part of any Facility Advance is prepaid (other than under clause 6.2) before

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the applicable Repayment Date, the amount of the instalment (including, in the case of the Commercial Facility Advances, the final balloon instalment) by which the relevant Facility Advance shall be paid under clause 6.2 on any applicable Repayment Date (as reduced by an earlier operation of this clause 6.3) shall be reduced pro rata to such reduction in the Facility Commitment forming part of that Facility Advance (except in the case of a prepayment under clause 7.7 (Voluntary prepayment) where the reduction shall be treated as reducing the instalments in inverse chronological order by the aggregate amount).

7 Illegality, prepayment and cancellation

7.1 Illegality

If, in any applicable jurisdiction, it becomes unlawful for any Lender to perform any of its obligations as contemplated by this Agreement or to fund or maintain its participation in any Advance or it becomes unlawful for any Affiliate of a Lender for that Lender to do so:

(a) that Lender shall promptly notify the Agent upon becoming aware of that event;

(b) upon the Agent notifying the Borrowers, the Commitments of that Lender will be immediately cancelled and the Total Commitments and Facility Commitments (for each Facility in which that Lender participates) shall each be reduced accordingly; and

(c) to the extent that the Lender's participation has not been assigned pursuant to clauses 35.7 (Replacement of a Defaulting Lender), the Borrowers shall repay that Lender's participation in the Advances on the last day of the Interest Period for each of those Advances occurring after the Agent has notified the Borrowers or, if earlier, the date specified by the Lender in the notice delivered to the Agent (being no earlier than the last day of any applicable grace period permitted by law).

7.2 Prepayment option

7.2.1 If the Commercial Facility has not been refinanced or restructured in a manner acceptable to KEXIM, K-Sure and the Majority Lenders (but, for these purposes, excluding from such definition the Commercial Facility Commitments or participations in Advances which are Commercial Facility Advances) by no later than the Prepayment Option Date then the prepayment options provided in clauses 7.2.2 and 7.2.3 shall be exercisable.

7.2.2 Each KEXIM Facility Lender shall have the right to require the Borrowers to prepay its participation in the KEXIM Facility Advances in full on the Final Commercial Facility Maturity Date, whereupon the KEXIM Facility Commitments of that KEXIM Facility Lender will immediately be cancelled, PROVIDED THAT (a) such right has become exercisable in accordance with clause 7.2.1, (b) the Agent (acting on the instructions of that KEXIM Facility Lender) has notified the

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Borrowers not less than 21 days prior to the Final Commercial Facility Maturity Date (the Option Notification Date) of the intention of that KEXIM Facility Lender to exercise such option and (c) the Agent (acting on the instructions of that KEXIM Facility Lender) has notified the other Lenders of that KEXIM Facility Lender’s intention to exercise the option to require the Borrowers to repay its participation in the KEXIM Facility Advances pursuant to this clause 7.2.2 no later than the Option Notification Date.

7.2.3 Each K-Sure Facility Lender shall have the right to require the Borrowers to prepay its participation in the K-Sure Facility Advances in full on the Final Commercial Facility Maturity Date, whereupon the K-Sure Facility Commitments of that K-Sure Facility Lender will immediately be cancelled, PROVIDED THAT (a) such right has become exercisable in accordance with clause 7.2.1, (b) the Agent (acting on the instructions of that K-Sure Facility Lender and K-Sure) has notified the Borrowers no later than the Option Notification Date of the intention of that K-Sure Facility Lender to exercise such option and (c) the Agent (acting on the instructions of that K-Sure Facility Lender and K-Sure) has notified the other Lenders of that K-Sure Facility Lender’s intention to exercise the option to require the Borrowers to repay its participation in the K-Sure Facility Advances pursuant to this clause 7.2.3 no later than the Option Notification Date.

7.2.4 If a K-Sure Facility Lender or K-Sure Facility Lenders exercise the right to require the Borrowers to repay its participation in the K-Sure Facility Advances pursuant to clause 7.2.3 the Borrowers shall, on the Option Notification Date, have the right to prepay the participations of all other K-Sure Facility Lenders in accordance with clause 7.7 (Voluntary prepayment) (but on 21 days’ notice instead of the period required by such clause).

7.2.5 If the Final Repayment Date for the Commercial Facility Advances and, consequently, the Final Commercial Facility Maturity Date are extended in a manner acceptable under clause 7.2.1, the prepayment options provided under this clause 7.2 shall be apply in relation to such extended Final Commercial Facility Maturity Date in the same way as the prepayment option applies to the original Final Commercial Facility Maturity Date, except that all references to the Final Commercial Facility Maturity Date in this clause 7.2 and used to calculate Option Notification Date and the Prepayment Option Date shall be to the Final Commercial Facility Maturity Date as so extended.

7.3 Unlawfulness and invalidity

If:

(a) it is or becomes unlawful for an Obligor to perform any of its obligations under the Finance Documents;

(b) any obligation or obligations of any Obligor under any Finance Documents are not (subject to the Legal Reservations) or cease to be legal, valid, binding or enforceable

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and the cessation individually or cumulatively materially and adversely affects the interests of the Lenders under the Finance Documents;

(c) any Finance Document or any Security Interest created or expressed to be created or evidenced by the Security Documents ceases to be in full force and effect or is alleged by a party to it (other than a Finance Party) to be ineffective for any reason; or

(d) any Security Document does not create legal, valid, binding and enforceable security over the assets charged under that Security Document or the ranking or priority of such security is adversely affected,

the Agent shall cancel the Total Commitments and the Borrowers shall prepay the Loans in full on the date on which such event occurred.

7.4 Expropriation

If the authority or ability of any Obligor to conduct its business is limited or wholly or substantially curtailed by any seizure, expropriation, nationalisation, intervention, restriction or other action by or on behalf of any governmental, regulatory or other authority or other person in relation to any Obligor or any of its assets, the Agent shall cancel the Total Commitments and the Borrowers shall prepay the Loans in full on the date on which such event occurred.

7.5 Change of control and de-listing

7.5.1 The Borrowers and the Parent shall promptly notify the Agent upon any Obligor becoming aware of a Change of Control and/or a delisting according to clause 7.5.3 below.

7.5.2 If there is a Change of Control, the Agent shall cancel the Total Commitments and the Borrowers shall immediately prepay the Loans in full together with any other amounts owing under this Agreement or any of the other Finance Documents, on or prior to the date which is 30 days after the date on which the Change of Control occurred.

7.5.3 If the Parent or Golar MLP ceases to be listed on NASDAQ or any other reputable stock exchange approved by the Lenders, the Agent shall cancel the Total Commitments and the Borrowers shall prepay the Loans in full together with any other amounts owing under this Agreement or any of the other Finance Documents, on or prior to the date which is 30 days after the date on which the Parent or Golar MLP (as applicable) ceased to be so listed.

7.6 Voluntary cancellation

The Borrowers may, if it gives the Agent not less than 30 days’ (or such shorter period as the Majority Lenders may agree) prior written notice, cancel the whole or any part (being a minimum amount of $5,000,000) of the Facilities, such cancellation being applied to the Facilities on a pro

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rata basis and to reduce one or more Ship Commitments. Upon any such cancellation the Total Commitments shall be reduced by the same amount and the relevant Commitments of the Lenders and Facility Commitments reduced on a pro rata basis.

7.7 Voluntary prepayment

The Borrowers may, if it gives the Agent not less than 30 days' (or such shorter period as the Majority Lenders may agree) prior written notice, prepay the whole or any part of the Loans (but if in part, being an amount that reduces the amount of the Loans by a minimum amount of $5,000,000 and is a multiple of $1,000,000), on the last day of an Interest Period in respect of the amount to be prepaid, such prepayment being applied to each Loan and against each Facility Advance on a pro rata basis.

7.8 Right of replacement or cancellation and prepayment in relation to a single Lender

7.8.1 If:

(a) any sum payable to any Lender by an Obligor is required to be increased under clause 12.2 (Tax gross-up);

(b) any Lender claims indemnification from the Borrowers under clause 12.3 (Tax indemnity) or clause 13.1 (Increased Costs); or

(c) any Lender becomes a Defaulting Lender;

(d) at any time on or after the date which is six months before the earliest FATCA Application Date for any payment by a Party to a Lender (or to the Agent for the account of that Lender), that Lender is not, or has ceased to be, a FATCA Exempt Party and, as a consequence, a Party will be required to make a FATCA Deduction from a payment to that Lender (or to the Agent for the account of that Lender) on or after that FATCA Application Date,

the Borrowers may, whilst the circumstance giving rise to the requirement for that increase or indemnification or FATCA Deduction continues or whilst the relevant Lender continues to be a Defaulting Lender, give the Agent notice of cancellation of the Commitments of that Lender and its intention to procure the repayment of that Lender's participation in the Loans or give the Agent notice of its intention to replace that Lender in accordance with clause 7.8.4.

7.8.2 On receipt of a notice referred to in clause 7.8.1 above, the Commitments of that Lender shall immediately be reduced to zero and (unless the Commitments of the relevant Lender are replaced in accordance with clause 7.8.4) the Total Commitments and the Facility Commitments (for each

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facility in which that Lender participates) shall each be reduced accordingly. The Agent shall as soon as practicable after receipt of a notice referred to in clause 7.8.1 above, notify all the Lenders.

7.8.3 On the last day of each Interest Period which ends after the Borrowers has given notice under clause 7.8.1 above in relation to a Lender (or, if earlier, the date specified by the Borrowers in that notice), the Borrowers shall repay that Lender's participation in the Loans.

7.8.4 The Borrowers may, in the circumstances set out in clause 7.8.1, on 15 Business Days' prior notice to the Agent and that Lender or in the circumstances set out in clause 7.1, on 15 Business Days’ prior notice to the Agent and that Lender (subject to such period not extending beyond the earlier of the dates referred to in clause 7.1(c)), replace that Lender by requiring that Lender to assign (and, to the extent permitted by law, that Lender shall assign) pursuant to clause 32 (Changes to the Lenders) all (and not part only) of its rights under this Agreement to a Lender or other bank, financial institution, trust or fund selected by the Borrowers which confirms its willingness to undertake and does undertake all the obligations of the assigning Lender in accordance with clause 32 (Changes to the Lenders) for a purchase price in cash or other cash payment payable at the time of the assignment equal to the aggregate of:

(a) the outstanding principal amount of such Lender's participation in the Loans;

(b) all accrued interest owing to such Lender;

(c) the Break Costs which would have been payable to such Lender pursuant to clause 10.4 (Break Costs) had the Borrowers prepaid in full that Lender’s participation in the Loans on the date of the assignment; and

(d) all other amounts payable to that Lender under the Finance Documents on the date of the assignment.

7.8.5 The replacement of a Lender pursuant to clause 7.8.4 shall be subject to the following conditions:

(a) the Borrowers shall have no right to replace the Agent;

(b) neither the Agent nor any Lender shall have any obligation to find a replacement Lender;

(c) in no event shall the Lender replaced under clause 7.8.4 be required to pay or surrender any of the fees received by such Lender pursuant to the Finance Documents; and

(d) the Lender shall only be obliged to assign its rights pursuant to clause 7.8.4 above once it is satisfied that it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to that assignment.

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7.8.6 A Lender shall perform the checks described in clause 7.8.5(d) above as soon as reasonably practicable following delivery of a notice referred to in clause 7.8.4 above and shall notify the Agent and the Borrowers when it is satisfied that it has complied with those checks.

7.9 Sale or Total Loss before and after Delivery

7.9.1 If a Ship becomes a Total Loss or a Building Contract is terminated or sold before the Ship Commitment for such Ship has become available for borrowing under this Agreement, the Total Commitments shall immediately be reduced by the Ship Commitment for such Ship and such Ship Commitment shall be reduced to zero.

7.9.2 On a Mortgaged Ship's Mandatory Repayment Date:

(a) the Borrowers (or, subject to clause 2.6 , the applicable Relevant Borrower) shall prepay the Advance in relation to that Ship in full; and

(b) the Total Commitments shall be reduced accordingly and the Facility Commitments and Commitments reduced pro rata.

7.10 Termination of a K-Sure Insurance Policy

7.10.1 If at any time during the Facility Period:

(a) any of the obligations of K-Sure under a K-Sure Insurance Policy is terminated, cancelled, becomes invalid, unenforceable or otherwise ceases to be in full force and effect; or

(b) it becomes unlawful or impossible for K-Sure to fulfill any of the obligations expressed to be assumed by them in a K-Sure Insurance Policy or for the Agent, Security Agent, K-Sure Agent or a K-Sure Facility Lender to exercise the rights or any of them vested in it under a K-Sure Policy; or

(c) the Agent or the Lender is informed of K-Sure’s intention to, or K-Sure has stated its intention to, repudiate, terminate, cancel or suspend the application of a K-Sure Insurance Policy; or

(d) any of the events or circumstances set out in clauses 30.9 (Insolvency) and 30.10 (Insolvency Proceedings) occurs in relation to K-Sure,

then as of the time such event occurs:

(a) no Lender shall be obliged to fund an Advance;

(b) the Total Commitments shall be automatically cancelled; and

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(c) the Loans together with accrued interest and all other sums payable under this Agreement and any other Finance Document shall be immediately due and payable.

7.11 Automatic cancellation

Any part of the Total Commitments which has not become available by, or which is undrawn on, the Last Availability Date applicable to it shall be automatically cancelled at close of business in London on the Last Availability Date applicable to it.

7.12 Prepayment Fee

7.12.1 If the Borrowers prepay any amount of the Loans pursuant to clause 7.7 (Voluntary prepayment), then they shall also pay to the Agent (for the account of the KEXIM Facility Lenders) a prepayment fee of 0.5 per cent of the amount of the KEXIM Loan prepaid pursuant to clause 7.7 (Voluntary prepayment).

7.12.2 If the Borrowers prepay the Loans pursuant to (a) clause 7.5 (Change of Control) or (b) clause 7.9 (Sale or Total Lossbefore and after Delivery) otherwise than due to the sale of a Ship by the relevant Owner or the transfer of the shares in a Borrower to a member of the Golar MLP Group, then they shall also pay to the Agent (for the account of the KEXIM Facility Lenders) a prepayment fee of 0.5 per cent of the amount of the KEXIM Loan required to be prepaid pursuant to clause 7.5 (Change of Control) or clause 7.9 (Sale or Total Lossbefore and after Delivery).

7.12.3 The Borrowers acknowledge that the prepayment fees referred to in clauses 7.12.1 and 7.12.2 have been freely negotiated.

7.13 Restrictions

7.13.1 Any notice of cancellation or prepayment given by any Party under this clause 7 shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment.

7.13.2 Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, subject to any Break Costs and to clause 7.12, without premium or penalty.

7.13.3 The Borrowers may not reborrow any part of the Facilities which is prepaid or repaid.

7.13.4 The Borrowers shall not repay or prepay all or any part of the Loans or cancel all or any part of the Commitments except at the times and in the manner expressly provided for in this Agreement.

7.13.5 No amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated.

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7.13.6 If the Agent receives a notice under this clause 7 it shall promptly forward a copy of that notice to either the Borrowers or the affected Lender, as appropriate.

7.13.7 If the Total Commitments are partially reduced and/or the Loans partially prepaid under this Agreement (other than under clause 7.1 (Illegality) and clause 7.8 (Right of cancellation and prepayment in relation to a single Lender)), the Commitments of the Lenders and Facility Commitments shall be reduced pro rata. Any prepayment shall be applied pro rata to each Lender’s participation in the Advances (other than a prepayment under clause 7.9 where such prepayment will be applied to the Advance in relation to the relevant Ship only).

7.13.8 Any prepayment under this Agreement shall be made together with payment to any Hedging Provider, of any amount falling due to the relevant Hedging Provider under a Hedging Contract as a result of the termination or close out of that Hedging Contract or any Hedging Transaction under it in accordance with clause 29.2 (Unwinding of Hedging Contracts) in relation to that prepayment.

SECTION 5 -

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COSTS OF UTILISATION

8 Interest

8.1 Calculation of interest

The rate of interest on each Facility Advance for its Interest Period is the percentage rate per annum which is the aggregate of the applicable:

(a) Margin;

(b) LIBOR; and

(c) Mandatory Cost, if any.

8.2 Payment of interest

8.2.1 The Borrowers (or, subject to clause 2.6, the applicable Relevant Borrower with respect to its Drop-down Advance) shall pay accrued interest on:

(a) each KEXIM Facility Advance of the account of KEXIM Facility Lenders;

(b) each K-Sure Facility Advance for the account of the K-Sure Facility Lenders; and

(c) each Commercial Facility Advance for the account of the Commercial Facility Lenders,

on the last day of each Interest Period.

8.3 Default interest

8.3.1 If an Obligor fails to pay any amount payable by it under a Finance Document (other than a Hedging Contract) on its due date, interest shall accrue on the overdue amount from the due date up to the date of actual payment (both before and after judgment) at a rate which, subject to clause 8.3.2 below, is 2 per cent per annum higher than the rate which would have been payable if the overdue amount had, during the period of non-payment, constituted a Facility Advance of the Facility to which it relates for successive Interest Periods, each of a duration selected by the Agent (acting reasonably). Any interest accruing under this clause 8.3 shall be immediately payable by the Obligor on demand by the Agent.

8.3.2 If any overdue amount consists of all or part of a Facility Advance which became due on a day which was not the last day of an Interest Period relating to that Facility Advance or the relevant part of it:

(a) the first Interest Period for that overdue amount shall have a duration equal to the unexpired portion of the current Interest Period relating to that Facility Advance; and

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(b) the rate of interest applying to the overdue amount during that first Interest Period shall be 2 per cent per annum higher than the rate which would have applied if the overdue amount had not become due.

8.3.3 Default interest (if unpaid) arising on an overdue amount will be compounded with the overdue amount at the end of each Interest Period applicable to that overdue amount but will remain immediately due and payable.

8.4 Notification of rates of interest

The Agent shall promptly notify the Lenders and the Borrowers of the determination of a rate of interest under this Agreement.

9 Interest Periods

9.1 Interest Periods

9.1.1 Each Interest Period shall be for six months.

9.1.2 No Interest Period shall extend beyond the Final Repayment Date for the amount to which it relates and no Interest Period shall extend beyond the Final Maturity Date.

9.1.3 The first Interest Period for an Advance shall start on the Utilisation Date and each subsequent Interest Period for an Advance shall start on the last day of its preceding Interest Period.

9.2 Non-Business Days

If an Interest Period would otherwise end on a day which is not a Business Day, that Interest Period will instead end on the next Business Day in that calendar month (if there is one) or the preceding Business Day (if there is not).

10 Changes to the calculation of interest

10.1 Absence of quotations

Subject to clause 10.2 (Market Disruption Event), if LIBOR is to be determined by reference to the Reference Banks but a Reference Bank does not supply a quotation by 11:00 a.m. on the Quotation Day, the applicable LIBOR shall be determined on the basis of the quotations of the remaining Reference Banks.

10.2 Market Disruption Event

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10.2.1 If a Market Disruption Event occurs in relation to a Facility Advance for any Interest Period, then the rate of interest on each Lender's share of that Facility Advance for the Interest Period shall be the percentage rate per annum which is the sum of:

(a) the applicable Margin;

(b) the rate notified to the Agent by that Lender as soon as practicable (and in any event before interest is due to be paid in respect of that Interest Period), to be that which expresses as a percentage rate per annum the cost to that Lender of funding its participation in that Advance from whatever source it may reasonably select; and

(c) the Mandatory Cost, if any, applicable to that Lender's participation in the Advance.

10.2.2 If a Market Disruption Event occurs the Agent shall, as soon as is practicable, notify the Borrowers.

10.2.3 In this Agreement

Market Disruption Event means:

(a) at or about noon on the Quotation Day for the relevant Interest Period LIBOR is to be determined by reference to the Reference Banks and none or only one of the Reference Banks supplies a rate to the Agent to determine LIBOR for the relevant Interest Period; or

(b) before close of business in London on the Quotation Day for the relevant Interest Period, the Agent receives notifications from a Lender or Lenders (whose Commitments exceed 50 per cent of the Total Commitments) that the cost to it of funding its participation in the relevant Advance from whatever source it may reasonably select would be in excess of LIBOR, together with detail of the computation of its cost of funding, provided that no Lender shall be required to provide any information or matter which it, or its Holding Company, regards as confidential.

10.3 Alternative basis of interest or funding

10.3.1 If a Market Disruption Event occurs and the Agent or the Borrowers so requires, the Agent and the Borrowers shall enter into negotiations (for a period of not more than 30 days) with a view to agreeing a substitute basis for determining the rate of interest.

10.3.2 Any alternative basis agreed pursuant to clause 10.3.1 above shall, with the prior consent of all the Lenders be binding on all Parties.

10.4 Break Costs

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10.4.1 The Borrowers (or, subject to clause 2.6, the applicable Relevant Borrower with respect to its Drop-down Advance) shall, within three Business Days of demand by a Finance Party, pay to that Finance Party its Break Costs attributable to all or any part of an Advance or Unpaid Sum being paid by the Borrowers (or, subject to clause 2.6, the applicable Relevant Borrower with respect to its Drop-down Advance) on a day other than the last day of an Interest Period for that Advance or Unpaid Sum or relevant part of it.

10.4.2 Each Lender shall, as soon as reasonably practicable after a demand by the Agent, provide a certificate confirming the amount of its Break Costs for any Interest Period in which they accrue.

11 Fees and Premiums

11.1 Commitment commission

11.1.1 The Borrowers shall pay to the Agent (for the account of each KEXIM Facility Lender) a fee in dollars computed at the rate of 0.40 multiplied by the Margin applicable to the KEXIM Facility on the undrawn and uncancelled portion of that Lender's KEXIM Facility Commitments calculated on a daily basis from the date of this Agreement.

11.1.2 The Borrowers shall pay to the Agent (for the account of each K-Sure Facility Lender) a fee in dollars computed at the rate of 0.40 multiplied by the Margin applicable to the K-Sure Facility on the undrawn and uncancelled portion of that Lender's K-Sure Facility Commitments calculated on a daily basis from the date of this Agreement.

11.1.3 The Borrowers shall pay to the Agent (for the account of each Commercial Facility Lender) a fee in dollars computed at the rate of 0.40 multiplied by the Margin applicable to the Commercial Facility on the undrawn and uncancelled portion of that Lender's Commercial Facility Commitments calculated on a daily basis from the date of this Agreement.

11.1.4 The Borrowers shall pay the accrued commitment commission on the first Utilisation Date, on the last day of the period of six months commencing on the first Utilisation Date, on the last day of each successive period of six months, on the Last Availability Date in relation to the last of the Advances to be drawn fully or cancelled and, if cancelled in full, on the cancelled amount of the relevant Lender's Commitments at the time the cancellation is effective.

11.2 Agency fee

The Borrowers shall pay to the Agent (for its own account) an agency fee in the amount and at the times agreed in a Fee Letter.

11.3 Other fees

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The Borrowers shall pay any other fees set out in a Fee Letter in the amount and at the times agreed in the applicable Fee Letter.

11.4 K-Sure Premium

11.4.1 The Borrowers acknowledge that the K-Sure Facility Lenders shall procure the placement of each K-Sure Insurance Policy either through the K-Sure Agent or directly with K-Sure and shall benefit from it throughout the duration of the Facility Period. The Borrowers agree to pay to the K-Sure Agent (for the account of K-Sure) the K-Sure Premium applicable to each K-Sure Facility Advance on or prior to the Utilisation Date in respect of such Advance.

11.4.2 The Borrowers agree that their obligation to make the payments set out in clause 11.4.1 to the K-Sure Agent in respect of the K-Sure Premium (or any part thereof) shall be an absolute obligation and shall not be affected by any matter whatsoever. The K-Sure Premium (or any part thereof) shall not be refundable except in accordance with the terms of the relevant K-Sure Insurance Policy and K-Sure’s internal regulations.

11.4.3 If a Finance Party receives a refund of the K-Sure Premium from K-Sure and if all amounts due and owing by the Borrowers, or any of them, at that time have been discharged in full, such refund shall be paid to the Borrowers.

11.4.4 The Borrowers acknowledge that the amount of each K-Sure Premium will be solely determined by K-Sure and no Finance Party is in any way involved in the determination of the amount of the K-Sure Premium and agrees that the Borrowers shall have no claim or defence against any Finance Party in connection with the amount of the K-Sure Premium.

SECTION 6 -

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ADDITIONAL PAYMENT OBLIGATIONS

12 Tax gross-up and indemnities

12.1 Definitions

12.1.1 In this Agreement:

Protected Party means a Finance Party or, in relation to clause 14.4 (Indemnity concerning security) and clause 14.7 (Interest) insofar as it relates to interest on any amount demanded by that Indemnified Person under clause 14.4 (Indemnity concerning security), any Indemnified Person, which is or will be subject to any liability, or required to make any payment, for or on account of Tax in relation to a sum received or receivable (or any sum deemed for the purposes of Tax to be received or receivable) under a Finance Document or a K-Sure Insurance Policy.

Tax Credit means a credit against, relief or remission for, or repayment of any Tax.

Tax Deduction means a deduction or withholding for or on account of Tax from a payment under a Finance Document (other than a Hedging Contract) or a K-Sure Insurance Policy, other than a FATCA Deduction.

Tax Payment means either the increase in a payment made by an Obligor to a Finance Party under clause 12.2 (Tax gross-up) or a payment under clause 12.3 (Tax indemnity).

12.1.2 Unless a contrary indication appears, in this clause 12 a reference to determines or determined means a determination made in the absolute discretion of the person making the determination.

12.2 Tax gross-up

12.2.1 Each Obligor shall make all payments to be made by it under any Finance Document without any Tax Deduction, unless a Tax Deduction is required by law.

12.2.2 The Borrowers shall, promptly upon becoming aware that an Obligor must make a Tax Deduction (or that there is any change in the rate or the basis of a Tax Deduction), notify the Agent accordingly. Similarly, a Lender shall notify the Agent on becoming so aware in respect of a payment payable to that Lender. If the Agent receives such notification from a Lender it shall notify the Borrowers and that Obligor.

12.2.3 If a Tax Deduction is required by law to be made by an Obligor, the amount of the payment due from that Obligor under the relevant Finance Document shall be increased to an amount which (after making any Tax Deduction) leaves an amount equal to the payment which would have been due if no Tax Deduction had been required. If a payment from a Borrower which is not a Relevant

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Borrower is required to be increased under this clause, such increase shall not be an obligation of any Relevant Borrower.

12.2.4 If an Obligor is required to make a Tax Deduction, that Obligor shall make that Tax Deduction and any payment required in connection with that Tax Deduction within the time allowed and in the minimum amount required by law.

12.2.5 Within 30 days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, the Obligor making that Tax Deduction shall deliver to the Agent for the Finance Party entitled to the payment evidence reasonably satisfactory to that Finance Party that the Tax Deduction has been made or (as applicable) any appropriate payment paid to the relevant taxing authority.

12.2.6 This clause 12.2 shall not apply in respect of any payments under any Hedging Contract, where the gross-up provisions of the relevant Hedging Master Agreement itself shall apply.

12.3 Tax indemnity

12.3.1 The Borrowers shall (within three Business Days of demand by the Agent) pay to a Protected Party an amount equal to the loss, liability or cost which that Protected Party determines will be or has been (directly or indirectly) suffered for or on account of Tax by that Protected Party in respect of a Finance Document or a K-Sure Insurance Policy.

12.3.2 Clause 12.3.1 above shall not apply:

(a) with respect to any Tax assessed on a Finance Party:

(i) under the law of the jurisdiction in which that Finance Party is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Party is treated as resident for tax purposes; or

(ii) under the law of the jurisdiction in which that Finance Party's Facility Office is located in respect of amounts received or receivable in that jurisdiction,

if that Tax is imposed on or calculated by reference to the net income received or receivable (but not any sum deemed to be received or receivable) by that Finance Party;

(b) to the extent a loss, liability or cost is compensated for by an increased payment under clause 12.2 (Tax gross-up), clause 12.7 (FATCA Deduction and gross-up by Obligor) or clause 12.8.2 (FATCA Deduction by a Finance Party);

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(c) to the extent a loss, liability or cost is compensated for by a payment under clause 12.5 (Indemnities on after Tax basis); or

(d) is compensated for by a payment under clause 12.8.4 (FATCA Deduction by a Finance Party).

12.3.3 A Protected Party making, or intending to make a claim under clause 12.3.1 above shall promptly notify the Agent of the event which will give, or has given, rise to the claim, following which the Agent shall notify the Borrowers.

12.3.4 A Protected Party shall, on receiving a payment from an Obligor under this clause 12.3, notify the Agent.

12.4 Tax Credit

If an Obligor makes a Tax Payment and the relevant Finance Party determines that:

(a) a Tax Credit is attributable to an increased payment of which that Tax Payment forms part, to that Tax Payment or to a Tax Deduction in consequence of which that Tax Payment was required; and

(b) that Finance Party has obtained and utilised that Tax Credit,

the Finance Party shall pay an amount to the Obligor which that Finance Party determines will leave it (after that payment) in the same after-Tax position as it would have been in had the Tax Payment not been required to be made by the Obligor.

12.5 Indemnities on after Tax basis

12.5.1 If and to the extent that any sum (the Indemnity Sum) constituting (directly or indirectly) an indemnity to any Protected Party but paid by a Borrower to any person other than that Protected Party, shall be treated as taxable in the hands of the Protected Party, the Borrowers shall pay to that Protected Party such sum (the Compensating Sum) as (after taking into account any Tax suffered by that Protected Party on the Compensating Sum) shall reimburse that Protected Party for any Tax suffered by it in respect of the Indemnity Sum.

12.5.2 For the purposes of this clause 12.5 a sum shall be deemed to be taxable in the hands of a Protected Party if it falls to be taken into account in computing the profits or gains of that Protected Party for the purposes of Tax and, if so, that Protected Party shall be deemed to have suffered Tax on the relevant sum at the rate of Tax applicable to that Protected Party's profits or gains for the period in which the payment of the relevant sum falls to be taken into account for the purposes of such Tax.

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12.6 FATCA Information

12.6.1 Subject to clause 12.6.3 below, each Party shall, within ten Business Days of a reasonable request by another Party:

(a) confirm to that other Party whether it is:

(i) a FATCA Exempt Party; or

(ii) not a FATCA Exempt Party; and

(b) supply to that other Party such forms, documentation and other information relating to its status under FATCA (including its applicable "passthru payment percentage" or other information required under the US Treasury Regulations or other official guidance including intergovernmental agreements) as that other Party reasonably requests for the purposes of that other Party's compliance with FATCA.

12.6.2 If a Party confirms to another Party pursuant to clause 12.6.1(a) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not, or has ceased to be a FATCA Exempt Party, that Party shall notify that other Party reasonably promptly.

12.6.3 Clause 12.6.1 above shall not oblige any Finance Party to do anything which would or might in its reasonable opinion constitute a breach of:

(a) any law or regulation;

(b) any fiduciary duty; or

(c) any duty of confidentiality.

12.6.4 If a Party fails to confirm its status or to supply forms, documentation or other information requested in accordance with clause 12.6.1 above (including, for the avoidance of doubt, where clause 12.6.3 above applies), then:

(a) if that Party failed to confirm whether it is (and/or remains) a FATCA Exempt Party then such Party shall be treated for the purposes of the Finance Documents as if it is not a FATCA Exempt Party; and

(b) if that Party failed to confirm its applicable "passthru payment percentage" then such Party shall be treated for the purposes of the Finance Documents (and payments made thereunder) as if its applicable "passthru payment percentage" is 100%,

until (in each case) such time as the Party in question provides the requested confirmation, forms, documentation or other information.

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12.7 FATCA Deduction and gross-up by Obligor

12.7.1 If an Obligor is required to make a FATCA Deduction, that Obligor shall make that FATCA Deduction and any payment required in connection with that FATCA Deduction within the time allowed and in the minimum amount required by FATCA.

12.7.2 If a FATCA Deduction is required to be made by an Obligor, the amount of the payment due from that Obligor shall be increased to an amount which (after making any FATCA Deduction) leaves an amount equal to the payment which would have been due if no FATCA Deduction had been required.

12.7.3 The Borrowers shall promptly upon becoming aware that an Obligor must make a FATCA Deduction (or that there is any change in the rate or the basis of a FATCA Deduction) notify the Agent accordingly. Similarly, a Finance Party shall notify the Agent on becoming so aware in respect of a payment payable to that Finance Party. If the Agent receives such notification from a Finance Party it shall notify the Borrowers and that Obligor.

12.7.4 Within 30 days of making either a FATCA Deduction or any payment required in connection with that FATCA Deduction, the Obligor making that FATCA Deduction or payment shall deliver to the Agent for the Finance Party entitled to the payment evidence reasonably satisfactory to that Finance Party that the FATCA Deduction has been made or (as applicable) any appropriate payment paid to the relevant governmental or taxation authority.

12.8 FATCA Deduction by a Finance Party

12.8.1 Each Finance Party may make any FATCA Deduction it is required by FATCA to make, and any payment required in connection with that FATCA Deduction, and no Finance Party shall be required to increase any payment in respect of which it makes such a FATCA Deduction or otherwise compensate the recipient of the payment for that FATCA Deduction. A Finance Party which becomes aware that it must make a FATCA Deduction in respect of a payment to another Party (or that there is any change in the rate or the basis of such FATCA Deduction) shall notify that Party and the Agent.

12.8.2 If the Agent is required to make a FATCA Deduction in respect of a payment to a Finance Party under clause 37.2 (Distributions by the Agent) which relates to a payment by an Obligor, the amount of the payment due from that Obligor shall be increased to an amount which (after the Agent has made such FATCA Deduction), leaves the Agent with an amount equal to the payment which would have been made by the Agent if no FATCA Deduction had been required.

12.8.3 The Agent shall promptly upon becoming aware that it must make a FATCA Deduction in respect of a payment to a Finance Party under clause 37.2 (Distributions by the Agent) which relates to a payment by an Obligor (or that there is any change in the rate or the basis of such a FATCA Deduction) notify the Borrowers, the relevant Obligor and the relevant Finance Party.

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12.8.4 The Borrowers shall (within three Business Days of demand by the Agent) pay to a Finance Party an amount equal to the loss, liability or cost which that Finance Party determines will be or has been (directly or indirectly) suffered by that Finance Party as a result of another Finance Party making a FATCA Deduction in respect of a payment due to it under a Finance Document. This paragraph shall not apply to the extent a loss, liability or cost is compensated for by an increased payment under clause 12.8.2 above.

12.8.5 A Finance Party making, or intending to make, a claim under clause 12.8.4 above shall promptly notify the Agent of the FATCA Deduction which will give, or has given, rise to the claim, following which the Agent shall notify the Borrowers.

12.9 Stamp taxes

The Borrowers shall pay and, within three Business Days of demand, indemnify each Finance Party against any cost, loss or liability that Finance Party incurs in relation to all stamp duty, registration and other similar Taxes payable in respect of any Finance Document and any K-Sure Insurance Policy.

12.10 Value added tax

12.10.1 All amounts expressed in a Finance Document to be payable by any party to a Finance Party which (in whole or in part) constitute the consideration for any supply for VAT purposes are deemed to be exclusive of any VAT which is chargeable on that supply, and accordingly, subject to clause 12.10.3 below, if VAT is or becomes chargeable on any supply made by any Finance Party to any party under a Finance Document, and such Finance Party is required to account to the relevant tax authority for the VAT, that party must pay to such Finance Party (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the VAT (and such Finance Party must promptly provide an appropriate VAT invoice to that party).

12.10.2 If VAT is or becomes chargeable on any supply made by any Finance Party (the Supplier) to any other Finance Party (the Recipient) under a Finance Document, and any party to a Finance Document other than the Recipient (the Subject Party) is required by the terms of any Finance Document to pay an amount equal to the consideration for such supply to the Supplier (rather than being required to reimburse or indemnify the Recipient in respect of that consideration):

(a) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Subject Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Recipient must (where this paragraph (a) applies) promptly pay to the Subject Party an amount equal to any credit or repayment the Recipient receives from the relevant tax authority which the Recipient reasonably determines relates to the VAT chargeable on that supply; and

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(b) (where the Recipient is the person required to account to the relevant tax authority for the VAT) the Subject Party must promptly, following demand from the Recipient, pay to the Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT.

12.10.3 Where a Finance Document requires any party to it to reimburse or indemnify a Finance Party for any cost or expense, that party shall reimburse or indemnify (as the case may be) such Finance Party for the full amount of such cost or expense, including such part thereof as represents VAT save to the extent that such Finance Party reasonably determines that it is entitled to credit or repayment of in respect of such VAT from the relevant tax authority.

12.10.4 Any reference in this clause 12.10 to any Party shall, at any time when such Party is treated as a member of a group for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the representative member of such group at such time (the term “representative member” to have the same meaning as in the Value Added Tax Act 1994).

12.10.5 In relation to any supply made by a Finance Party to any party under a Finance Document, if reasonably requested by such Finance Party, that party must promptly provide such Finance Party with details of that party's VAT registration and such other information as is reasonably requested in connection with such Finance Party's VAT reporting requirements in relation to such supply.

13 Increased Costs

13.1 Increased Costs

13.1.1 Subject to clause 13.3 (Exceptions), the Borrowers (or, subject to clause 2.6, the applicable Relevant Borrower with respect to its Drop-down Advance) shall, within three Business Days of a demand by the Agent, pay for the account of a Finance Party the amount of any Increased Cost incurred by that Finance Party or any of its Affiliates which:

(a) arises as a result of (i) the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation or (ii) compliance with any law or regulation made after the date of this Agreement; and/or

(b) is a Basel III Increased Cost.

13.1.2 In this Agreement Increased Costs means:

(a) a reduction in the rate of return from the Facilities or on a Finance Party's (or its Affiliate's) overall capital;

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(b) an additional or increased cost; or

(c) a reduction of any amount due and payable under any Finance Document,

which is incurred or suffered by a Finance Party or any of its Affiliates to the extent that it is attributable to that Finance Party having entered into its Commitments or funding or performing its obligations under any Finance Document.

13.2 Increased Cost claims

13.2.1 A Finance Party intending to make a claim pursuant to clause 13.1 (Increased Costs) shall notify the Agent of the event giving rise to the claim, following which the Agent shall promptly notify the Borrowers.

13.2.2 Each Finance Party shall, as soon as practicable after a demand by the Agent, provide a certificate confirming the amount of its Increased Costs and setting forth the basis of the computation of such amount but not including any matters which such Lender or its Holding Company regards as confidential.

13.3 Exceptions

13.3.1 Clause 13.1 (Increased Costs) does not apply to the extent any Increased Cost is:

(a) attributable to a Tax Deduction required by law to be made by an Obligor;

(b) compensated for by clause 12.3 (Tax indemnity) (or would have been compensated for under clause 12.3 (Tax indemnity) but was not so compensated solely because any of the exclusions in clause 12.3.2 applied);

(c) attributable to a FATCA Deduction required to be made by an Obligor or a Finance Party;

(d) compensated for by clause 12.8.4 (FATCA Deduction by a Finance Party);

(e) compensated for by the payment of the Mandatory Cost;

(f) a Basel II Increased Cost or is attributable to the implementation or application or compliance with any other law or regulation which implements the Basel II Accord (whether such implementation, application or compliance is by a government, regulator, Finance Party or any of its Affiliates); or

(g) attributable to the wilful breach by the relevant Finance Party or its Affiliates of any law or regulation.

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13.3.2 In this clause 13.3, a reference to a Tax Deduction has the same meaning given to the term in clause 12.1 (Definitions).

14 Other indemnities

14.1 Currency indemnity

14.1.1 If any sum due from an Obligor under the Finance Documents (a Sum), or any order, judgment or award given or made in relation to a Sum, has to be converted from the currency (the First Currency) in which that Sum is payable into another currency (the Second Currency) for the purpose of:

(a) making or filing a claim or proof against that Obligor; and/or

(b) obtaining or enforcing an order, judgment or award in relation to any litigation or arbitration proceedings,

that Obligor shall, as an independent obligation, within three Business Days of demand by a Finance Party, indemnify each Finance Party to whom that Sum is due against any Losses arising out of or as a result of the conversion including any discrepancy between (i) the rate of exchange used to convert that Sum from the First Currency into the Second Currency and (ii) the rate or rates of exchange available to that person at the time of its receipt of that Sum.

14.1.2 Each Obligor waives any right it may have in any jurisdiction to pay any amount under the Finance Documents in a currency or currency unit other than that in which it is expressed to be payable.

14.2 Other indemnities

The Borrowers shall (or shall procure that another Obligor will), within three Business Days of demand by a Finance Party, indemnify each Finance Party and K-Sure against any and all Losses properly incurred by that Finance Party or K-Sure (as the case may be) as a result of:

(a) the occurrence of any Event of Default;

(b) a failure by an Obligor to pay any amount due under a Finance Document on its due date, including without limitation, any and all Losses arising as a result of clause 36 (Sharing among the Finance Parties);

(c) funding, or making arrangements to fund, its participation in an Advance requested by the Borrowers in a Utilisation Request but not made by reason of the operation of any one or more of the provisions of this Agreement (other than by reason of default or negligence by that Finance Party alone);

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(d) or under or pursuant to, a K-Sure Insurance Policy, including, without limitation, any duly evidenced additional premiums, cost or expense as provided for under a K-Sure Insurance Policy which K-Sure may charge, invoice or set-off against amounts owing to the K-Sure Agent or the K-Sure Facility Lenders, including, without limitation, as a result of a change of the delivery schedule of the Ships or otherwise properly incurred by the K-Sure Agent and/or the Lenders in connection with compliance with a K-Sure Insurance Policy; or

(e) a Loan (or part of a Loan) not being prepaid in accordance with a notice of prepayment given by the Borrowers,

Provided that, in the case of (b) and (c) above, to the extent that such Losses are attributable to specific Advances, each Borrower who was a Relevant Borrower at the time such Losses were incurred shall be required to indemnify the Finance Parties and K-Sure for Losses attributable to its Drop-down Advance only and the other Borrowers shall be required to indemnify the Finance Parties and K-Sure for Losses attributable to all Advances which were not at the relevant time Drop-down Advances.

14.3 Indemnity to the Agent, Security Agent and K-Sure Agent

The Borrowers shall promptly indemnify the Agent, Security Agent and K-Sure Agent against:

(a) any and all Losses properly incurred by the Agent or the Security Agent or the K-Sure Agent (acting reasonably) as a result of:

(i) investigating any event which it reasonably believes is a Default;

(ii) acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised;

(iii) instructing lawyers, accountants, tax advisers, surveyors or other professional advisers or experts as permitted under this Agreement; or

(iv) any action taken by the Agent or the Security Agent or the K-Sure Agent or any of its or theirrepresentatives, agents or contractors in connection with any powers conferred by any Security Document to remedy any breach of any Obligor's obligations under the Finance Documents, and

(b) any cost, loss or liability (including, without limitation, for negligence or any other category of liability whatsoever) properly incurred by the Agent or the Security Agent or the K-Sure Agent (otherwise than by reason of the Agent’s or the Security Agent’s or the K-Sure Agent’s gross negligence or wilful misconduct) (or, in the case of any

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cost, loss or liability pursuant to clause 37.10 (Disruption to payment systems etc.) notwithstanding the Agent’s or the Security Agent’s or the K-Sure Agent’s negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Agent in acting as Agent or the Security Agent under the Finance Documents).

14.4 Indemnity concerning security

14.4.1 The Borrowers shall (or shall procure that another Obligor will) promptly indemnify each Indemnified Person against any and all Losses properly incurred by it in connection with:

(a) any failure by the Borrowers to comply with clause ‎16 (Costs and expenses);

(b) acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised;

(c) the taking, holding, protection or enforcement of the Security Documents;

(d) the exercise or purported exercise of any of the rights, powers, discretions, authorities and remedies vested in the Security Agent and/or any other Finance Party and each Receiver by the Finance Documents or by law;

(e) any claim (whether relating to the environment or otherwise) made or asserted against the Indemnified Person which would not have arisen but for the execution or enforcement of one or more Finance Documents including any claim, investigation, litigation or proceeding (or the preparation of any defence with respect thereto) commenced or threatened in relation to the Finance Documents (or the transactions contemplated thereby) or any use made or proposed to be made with the proceeds of the Facilities whether or not such claims, investigation, litigation or proceedings is brought by any Obligor, any other Group Member, any Golar MLP Group Member, any of their shareholders, their Affiliates, or creditors, or an Indemnified Person or any other person, or an Indemnified Person is otherwise a party thereto (unless and to the extent it is caused by the gross negligence or wilful misconduct of that Indemnified Person); or

(f) any breach by any Obligor of the Finance Documents.

14.4.2 The Security Agent may, in priority to any payment to the other Finance Parties, indemnify itself out of the Trust Property in respect of, and pay and retain, all sums necessary to give effect to the indemnity in this clause 14.4 and shall have a lien on the Security Documents and the proceeds of the enforcement of those Security Documents for all moneys payable to it.

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14.5 Continuation of indemnities

The indemnities by the Borrowers in favour of the Indemnified Persons contained in this Agreement shall continue in full force and effect notwithstanding any breach by any Finance Party or any Borrower of the terms of this Agreement, the repayment or prepayment of the Loans, the cancellation of the Total Commitments or the repudiation by the Agent or any Borrower of this Agreement.

14.6 Third Parties Act

Each Indemnified Person may rely on the terms of clause 14.4 (Indemnity concerning security) and clauses 12 (Tax gross-up and indemnities) and 14.7 (Interest) insofar as it relates to interest on any amount demanded by that Indemnified Person under clause 14.4 (Indemnity concerning security), subject to clause 1.3 (Third party rights) and the provisions of the Third Parties Act.

14.7 Interest

Moneys becoming due by the Borrowers to any Indemnified Person under the indemnities contained in this clause 14 (Other indemnities) or elsewhere in this Agreement shall be paid on demand made by such Indemnified Person and shall be paid together with interest on the sum demanded from the date of demand therefor to the date of reimbursement by the Borrowers to such Indemnified Person (both before and after judgment) at the rate referred to in clause 8.3 (Default interest).

14.8 Exclusion of liability

No Indemnified Person will be in any way liable or responsible to any Obligor (whether as mortgagee in possession or otherwise) who is a Party or is a party to a Finance Document to which this clause applies for any loss or liability arising from any act, default, omission or misconduct of that Indemnified Person, except to the extent caused by its own gross negligence or wilful misconduct. Any Indemnified Person may rely on this clause 14.8 subject to clause 1.3 (Third party rights) and the provisions of the Third Parties Act.

15 Mitigation by the Lenders

15.1 Mitigation

15.1.1 Each Finance Party shall, in consultation with the Borrowers, take all reasonable steps to mitigate any circumstances which arise and which would result in any amount becoming payable under or pursuant to, or cancelled pursuant to, any of clause 7.1 (Illegality), clause 12 (Tax gross-up and indemnities), clause 13 (Increased Costs) or paragraph 3 of Schedule 5 (Mandatory Cost formulae) including (but not limited to) assigning its rights and obligations under the Finance Documents to another Affiliate or Facility Office.

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15.1.2 Clause 15.1.1 does not in any way limit the obligations of any Obligor under the Finance Documents.

15.2 Limitation of liability

15.2.1 The Borrowers shall promptly indemnify each Finance Party for all costs and expenses reasonably incurred by that Finance Party as a result of steps taken by it under clause 15.1 (Mitigation).

15.2.2 A Finance Party is not obliged to take any steps under clause 15.1 (Mitigation) if, in the opinion of that Finance Party (acting reasonably), to do so might be prejudicial to it.

16 Costs and expenses

16.1 Transaction expenses

The Borrowers shall promptly within five Business Days of demand pay the Agent, the Documentation Agent, the Mandated Lead Arrangers, the Hedging Providers, the Security Agent, the K-Sure Agent, the Account Bank and K-Sure the amount of all costs and expenses (including fees, costs and expenses of legal advisers and insurance and other consultants and advisers) reasonably incurred by any of them (and by any Receiver) in connection with the negotiation, preparation, printing, execution, syndication, registration and perfection and any release, discharge or reassignment of:

(a) this Agreement, the Hedging Master Agreements, any other documents referred to in this Agreement and the Original Security Documents and each K-Sure Insurance Policy;

(b) any other Finance Documents executed or proposed to be executed after the date of this Agreement including any executed to provide additional security under clause 25 (Minimum security value);or

(c) any Security Interest expressed or intended to be granted by a Finance Document,

whether or not the transactions contemplated under the Finance Documents are consummated.

16.2 Amendment costs

If an Obligor requests an amendment, waiver or consent, the Borrowers shall, within five Business Days of demand by the Agent or K-Sure, reimburse the Agent (or, in the case of a demand by K-Sure, K-Sure) for the amount of all costs and expenses (including fees, costs and expenses of legal advisers and insurance and other consultants and advisers) reasonably incurred by the Agent, the Security Agent, the K-Sure Agent and K-Sure (and by any Receiver) in responding to, evaluating, negotiating or complying with that request or requirement.

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16.3 Enforcement, preservation and other costs

The Borrowers shall, on demand by a Finance Party or K-Sure, pay to each Finance Party and K-Sure the amount of all costs and expenses (including fees, costs and expenses of legal advisers and insurance and other consultants, brokers, surveyors and advisers) incurred by that Finance Party or K-Sure in connection with:

(a) the enforcement of, or the preservation of any rights under, any Finance Document and any K-Sure Insurance Policy and any proceedings initiated by or against any Indemnified Person and as a consequence of holding the Charged Property or enforcing those rights and any proceedings instituted by or against any Indemnified Person as a consequence of taking or holding the Security Documents or any K-Sure Insurance Policy or enforcing those rights;

(b) any valuation carried out under clause 25 (Minimum security value); or

(c) any inspection carried out under clause 23.8 (Inspection and notice of dry-docking) or any survey carried out under clause 23.16 (Survey report).

SECTION 7 -

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GUARANTEE

17 Guarantee and indemnity

17.1 Guarantee and indemnity

The Parent irrevocably and unconditionally:

(a) guarantees to the Security Agent (as trustee for the Finance Parties) and the other Finance Parties punctual performance by each other Obligor of all such Obligor's obligations under the Finance Documents;

(b) undertakes with the Security Agent (as trustee for the Finance Parties) and the other Finance Parties that whenever another Obligor does not pay any amount when due under or in connection with any Finance Document, it shall immediately on demand pay that amount as if it was the principal obligor; and

(c) agrees with the Security Agent (as trustee for the Finance Parties) and the other Finance Parties that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation indemnify that Finance Party immediately on demand against any cost, loss or liability it incurs as a result of the other Obligors not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by the other Obligors under any Finance Document on the date when it would have been due. The amount payable by the Parent under this indemnity will not exceed the amount it would have had to pay under this clause 17.1 if the amount claimed had been recoverable on the basis of a guarantee.

17.2 Continuing guarantee

This guarantee is a continuing guarantee and will extend to the ultimate balance of sums payable by any Obligor under the Finance Documents, regardless of any intermediate payment or discharge in whole or in part. Notwithstanding the provisions of clause 2.6 (Drop-down), the Parent shall at all times be liable for any sums payable by the Borrowers (including any Relevant Borrower) under the Finance Documents or any of them, whether such sums are payable on a several or joint and several basis.

17.3 Reinstatement

If any discharge, release or arrangement (whether in respect of the obligations of any Obligor or any security for those obligations or otherwise) is made by a Finance Party in whole or in part on the basis of any payment, security or other disposition which is avoided or must be restored in insolvency, liquidation, administration or otherwise, without limitation, then the liability of the Parent

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under this clause 17 will continue or be reinstated as if the discharge, release or arrangement had not occurred.

17.4 Waiver of defences

The obligations of the Parent under this clause 17 will not be affected by an act, omission, matter or thing (whether or not known to it or any Finance Party) which, but for this clause, would reduce, release or prejudice any of its obligations under this clause 17 including (without limitation):

(a) any time, waiver or consent granted to, or composition with, any Obligor or other person;

(b) the release of any other Obligor or any other person under the terms of any composition or arrangement with any creditor of any other Obligor;

(c) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any Obligor or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security;

(d) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of an Obligor or any other person;

(e) any amendment, novation, supplement, extension, restatement (however fundamental and whether or not more onerous) or replacement of any Finance Document or any other document or security including without limitation any change in the purpose of, any extension of or any increase in any facility or the addition of any new facility under any Finance Document or other document or security;

(f) any unenforceability, illegality or invalidity of any obligation of any person under any Finance Document or any other document or security; or

(g) any insolvency or similar proceedings.

17.5 Immediate recourse

The Parent waives any right it may have of first requiring any Finance Party (or any trustee or agent on its behalf) to proceed against or enforce any other rights or security or claim payment from any person before claiming from the Parent under this clause 17. This waiver applies irrespective of any law or any provision of a Finance Document to the contrary.

17.6 Appropriations

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Until all amounts which may be or become payable by the Obligors under or in connection with the Finance Documents have been irrevocably paid in full, each Finance Party (or any trustee or agent on its behalf) may:

(a) refrain from applying or enforcing any other moneys, security or rights held or received by that Finance Party (or any trustee or agent on its behalf) in respect of those amounts, or apply and enforce the same in such manner and order as it sees fit (whether against those amounts or otherwise) and the Parent shall not be entitled to the benefit of the same; and

(b) hold in an interest-bearing suspense account any moneys received from the Parent or on account of the Parent's liability under this clause 17.

17.7 Deferral of Parent’s rights

Until all amounts which may be or become payable by the Obligors under or in connection with the Finance Documents have been irrevocably paid in full and unless the Agent otherwise directs, the Parent will not exercise any rights which it may have by reason of performance by it of its obligations under the Finance Documents or by reason of any amount being payable, or liability arising, under this clause 17:

(a) to be indemnified by another Obligor;

(b) to claim any contribution from any other guarantor of any Obligor's obligations under the Finance Documents;

(c) to take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of the Finance Parties under the Finance Documents or of any other guarantee or security taken pursuant to, or in connection with, the Finance Documents by any Finance Party;

(d) to bring legal or other proceedings for an order requiring any Obligor to make any payment, or perform any obligation, in respect of which the Parent has given a guarantee, undertaking or indemnity under clause 17 (Guarantee and Indemnity);

(e) to exercise any right of set-off against any other Obligor; and/or

(f) to claim or prove as a creditor of any other Obligor in competition with any Finance Party.

If the Parent receives any benefit, payment or distribution in relation to such rights it will promptly pay an equal amount to the Agent for application in accordance with clause 37 (Payment

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mechanics). This only applies until all amounts which may be or become payable by the Obligors under or in connection with the Finance Documents have been irrevocably paid in full.

17.8 Additional security

This guarantee is in addition to and is not in any way prejudiced by any other guarantee or security now or subsequently held by any Finance Party.

SECTION 8 -

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REPRESENTATIONS, UNDERTAKINGS AND EVENTS OF DEFAULT

18 Representations

Each Borrower and the Parent make and repeat the representations and warranties set out in this clause 18 to each Finance Party at the times specified in clause 18.37 (Times when representations are made).

18.1 Status

18.1.1 Each Obligor is a limited liability corporation, duly incorporated and validly existing under the law of its Original Jurisdiction.

18.1.2 Each Obligor and each other Group Member and, following the first Drop-down, each MLP Group Member has power and authority to carry on its business as it is now being conducted and to own its property and other assets.

18.1.3 No Obligor (other than the Parent) is a FATCA FFI or a US Tax Obligor, provided that, in the absence of dishonesty, wilful misconduct or gross negligence and without prejudice to any other remedies available to the Finance Parties, a misrepresentation under or breach of this clause 18.1.3 shall be disregarded for the purpose of determining whether an Event of Default or Default has occurred.

18.2 Binding obligations

The obligations expressed to be assumed by each Obligor in each Transaction Document to which it is, or is to be, a party are or, when entered into by it, will be legal, valid, binding and enforceable obligations and each Security Document to which an Obligor is, or will be, a party, creates or will create the Security Interests which that Security Document purports to create and those Security Interests are or will be valid and effective.

18.3 Power and authority

18.3.1 Each Obligor has power to enter into, perform and deliver and comply with its obligations under, and has taken all necessary action to authorise its entry into, each Transaction Document to which it is, or is to be, a party and each of the transactions contemplated by those documents.

18.3.2 No limitation on any Obligor's powers to borrow, create security or give guarantees will be exceeded as a result of any transaction under, or the entry into of, any Transaction Document to which such Obligor is, or is to be, a party.

18.4 Non-conflict

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The entry into and performance by each Obligor of, and the transactions contemplated by the Transaction Documents and the granting of the Security Interests purported to be created by the Security Documents do not and will not conflict with:

(a) any law or regulation applicable to any Obligor;

(b) the Constitutional Documents of any Obligor; or

(c) any agreement or other instrument binding upon any Obligor or any other Group Member or its or any other Group Member's assets

or constitute a default or termination event (however described) under any such agreement or instrument or result in the creation of any Security Interest (save for a Permitted Maritime Lien or under a Security Document) on the assets, rights or revenues of any Obligor or any other Group Member.

18.5 Validity and admissibility in evidence

18.5.1 All authorisations required or desirable:

(a) to enable each Obligor lawfully to enter into, exercise its rights and comply with its obligations under each Transaction Document to which it is a party;

(b) to make each Transaction Document to which it is a party admissible in evidence in its Relevant Jurisdiction; and

(c) to ensure that each of the Security Interests created under the Security Documents has the priority and ranking contemplated by them,

have been obtained or effected and are in full force and effect except any authorisation or filing referred to in clause 18.12 (No filing or stamp taxes), which authorisation or filing will be promptly obtained or effected within any applicable period.

18.5.2 All authorisations necessary for the conduct of the business, trade and ordinary activities of each Obligor, each other Group Member and, following the first Drop-down, each Golar MLP Group Member have been obtained or effected and are in full force and effect if failure to obtain or effect those authorisations might have a Material Adverse Effect.

18.6 Governing law and enforcement

18.6.1 The choice of English law or any other applicable law as the governing law of any Transaction Document will be recognised and enforced in each Obligor's Relevant Jurisdictions.

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18.6.2 Any judgment obtained in England in relation to an Obligor will be recognised and enforced in each Obligor's Relevant Jurisdictions.

18.7 Information

18.7.1 Any Information is true and accurate in all material respects at the time it was given or made.

18.7.2 There are no facts or circumstances or any other information which could make the Information incomplete, untrue, inaccurate or misleading in any material respect.

18.7.3 The Information does not omit anything which could make the Information incomplete, untrue, inaccurate or misleading in any material respect.

18.7.4 All opinions, projections, forecasts or expressions of intention contained in the Information and the assumptions on which they are based have been arrived at after due and careful enquiry and consideration and were believed to be reasonable by the person who provided that Information as at the date it was given or made.

18.7.5 For the purposes of this clause 18.7, Information means: any information provided by any Obligor or any other Group Member to any of the Finance Parties in connection with the Transaction Documents or the transactions referred to in them.

18.8 Original Financial Statements

18.8.1 The Original Financial Statements were prepared in accordance with GAAP consistently applied.

18.8.2 The audited Original Financial Statements give a true and fair view of the financial condition and results of operations of the relevant Obligors and the Group (consolidated in the case of the Group) during the relevant financial year.

18.8.3 There has been no material adverse change in its assets, operations, business or financial condition (or the assets, operations, business or consolidated financial condition of the Group, in the case of the Parent) since the date of the Original Financial Statements.

18.9 Pari passu ranking

Each Obligor's payment obligations under the Finance Documents to which it is, or is to be, a party rank at least pari passu with all its other present and future unsecured and unsubordinated payment obligations, except for obligations mandatorily preferred by law applying to companies generally.

18.10 Ranking and effectiveness of security

Subject to the Legal Reservations and any filing, registration or notice requirements which is referred to in any legal opinion delivered to the Agent under clause 4.1 (Initial conditions precedent),

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the security created by the Security Documents has (or will have when the Security Documents have been executed) the priority which it is expressed to have in the Security Documents, the Charged Property is not subject to any Security Interest other than Permitted Security Interests and such security will constitute perfected security on the assets described in the Security Documents.

18.11 No insolvency

No corporate action, legal proceeding or other procedure or step described in clause 30.10 (Insolvency proceedings) or creditors' process described in clause 30.11 (Creditors' process) has been taken or, to the knowledge of any Obligor, threatened in relation to a Group Member or a Golar MLP Group Member and none of the circumstances described in clause 30.9 (Insolvency) applies to any Group Member or any Golar MLP Group Member.

18.12 No filing or stamp taxes

Under the laws of each Obligor's Relevant Jurisdictions it is not necessary that any Transaction Document to which it is, or is to be, party be filed, recorded or enrolled with any court or other authority in that jurisdiction or that any stamp, registration, notarial or similar Taxes or fees be paid on or in relation to any such Transaction Document or the transactions contemplated by the Transaction Documents except any filing, recording or enrolling or any tax or fee payable in relation to any Finance Document which is referred to in any Legal Opinion and which will be made or paid promptly after the date of the relevant Transaction Document.

18.13 Tax

18.13.1 No Obligor is required to make any deduction for or on account of Tax from any payment it may make under any Finance Document to which it is, or is to be, a party.

18.13.2 Other than as specifically stated in any Legal Opinion delivered to the Agent in connection with the first Utilisation, the execution or delivery or performance by any Party of the Finance Documents will not result in any Finance Party:

(a) having any liability in respect of Tax in any Flag State;

(b) having or being deemed to have a place of business in any Flag State or any Relevant Jurisdiction of any Obligor.

18.14 Centre of main interests and establishments

For the purposes of The Council of the European Union Regulation No. 1346/2000 on Insolvency Proceedings (the Regulation), each Obligor’s centre of main interest (as that term is used in Article 3(1) of the Regulation) is, so far as the Borrowers and the Parent are aware without making enquiry,

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situated in its Original Jurisdictionand no Obligor has any "establishment" (as that term is used in Article 2(h) of the Regulation) in any other jurisdiction.

18.15 No Default

18.15.1 No Default is continuing or might reasonably be expected to result from the making of any Utilisation or the entry into, the performance of, or any transaction contemplated by, any Transaction Document.

18.15.2 No other event or circumstance is outstanding which constitutes (or, with the expiry of a grace period, the giving of notice, the making of any determination or any combination of any of the foregoing, would constitute) a default or termination event (however described) under any other agreement or instrument which is binding on any Obligor or any other Group Member or to which any Obligor's (or any other Group Member’s) assets are subject which might have a Material Adverse Effect.

18.16 No proceedings pending or threatened

No litigation, arbitration or administrative proceedings or investigations of, or before, any court, arbitral body or agency which, if adversely determined, might reasonably be expected to have a Material Adverse Effect have (to the best of any Obligor's knowledge and belief (having made due and careful enquiry)) been started or threatened against any Obligor or any other Group Member.

18.17 No breach of laws

18.17.1 No Obligor or other Group Member or any Golar MLP Group Member has breached any law or regulation which breach might have a Material Adverse Effect.

18.17.2 No labour dispute is current or, to the best of any Obligor's knowledge and belief (having made due and careful enquiry), threatened against any Obligor or other Group Member or any Golar MLP Group Member which may have a Material Adverse Effect.

18.18 Environmental matters

18.18.1 No Environmental Law applicable to any Fleet Vessel and/or any Obligor or other Group Member or any Golar MLP Group Member has been violated in a manner or circumstances which might have, a Material Adverse Effect.

18.18.2 All consents, licences and approvals required under such Environmental Laws have been obtained and are currently in force.

18.18.3 No Environmental Claim has been made or, to the best of any Obligor's knowledge and belief (having made due and careful enquiry), is threatened or pending against any Group Member or any

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Golar MLP Group Member or any Fleet Vessel where that claim might have a Material Adverse Effect and there has been no Environmental Incident which has given, or might give, rise to such a claim.

18.19 Tax compliance

18.19.1 No Obligor or other Group Member is materially overdue in the filing of any Tax returns or overdue in the payment of any amount in respect of Tax.

18.19.2 To the best of each Group Member’s and Golar MLP Group Member’s awareness, knowledge, information or belief (which shall not imply that any enquiries of third parties have been made or ought to have been made except as expressly referred to in this Agreement), no claims or investigations are being, or are reasonably likely to be, made or conducted against any Obligor or other Group Member or any Golar MLP Group Member with respect to Taxes such that a liability of, or claim against, any Obligor or other Group Member or any Golar MLP Group Member is reasonably likely to arise for an amount for which adequate reserves have not been provided in the Original Financial Statements and which might have a Material Adverse Effect, except as separately disclosed in writing and agreed by the Agent (acting on the instructions of the Lenders).

18.20 Anti-corruption law

Each Group Member and each Golar MLP Group Member has conducted its businesses in compliance with applicable anti-corruption laws and has instituted and maintained policies and procedures designed to promote and achieve compliance with such laws.

18.21 Security and Financial Indebtedness

18.21.1 No Security Interest exists over all or any of the present or future assets of any Obligor in breach of this Agreement.

18.21.2 No Obligor has any Financial Indebtedness outstanding in breach of this Agreement.

18.22 Legal and beneficial ownership

Each Obligor is or, on the date the Security Documents to which it is a party are entered into, will be, the sole legal and beneficial owner of the respective assets over which it purports to grant a Security Interest under the Security Documents, to which it is a party.

18.23 Shares

The shares of each Owner are fully paid and not subject to any option to purchase or similar rights. The Constitutional Documents of each Owner do not and could not restrict or inhibit any transfer of those shares on creation or enforcement of the Security Documents. There are no agreements

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in force which provide for the issue or allotment of, or grant any person the right to call for the issue or allotment of, any share or loan capital of each Owner (including any option or right of pre-emption or conversion).

18.24 Accounting Reference Date

The financial year-end of each Obligor, other Group Member and each Golar MLP Group Member is the Accounting Reference Date.

18.25 No adverse consequences

18.25.1 Other than as specifically stated in any Legal Opinion delivered to the Agent in connection with the first Utilisation, it is not necessary under the laws of the Relevant Jurisdictions of any Obligor:

(a) in order to enable any Finance Party to enforce its rights under any Finance Document to which it is, or is to be, a party; or

(b) by reason of the execution of any Finance Document or the performance by any Obligor of its obligations under any Finance Document,

that any Finance Party should be licensed, qualified or otherwise entitled to carry on business in any of such Relevant Jurisdictions.

18.25.2 Other than as specifically stated in any Legal Opinion delivered to the Agent in connection with the first Utilisation, no Finance Party is or will be deemed to be resident, domiciled or carrying on business in any Relevant Jurisdiction by reason only of the execution, performance and/or enforcement of any Finance Document.

18.26 Copies of documents

The copies of the Transaction Documents which are not Finance Documents and the Constitutional Documents of the Obligors delivered to the Agent under clause 4 (Conditions of Utilisation) will be true, complete and accurate copies of such documents and include all amendments and supplements to them as at the time of such delivery and no other agreements or arrangements exist between any of the parties to those documents which would materially affect the transactions or arrangements contemplated by them or modify or release the obligations of any party under them.

18.27 No breach of any Building Contract Document

No Obligor nor (so far as the Obligors are aware) any other person is in breach of any Building Contract Document to which it is a party nor has anything occurred which entitles or may entitle any party to rescind or terminate it or decline to perform their obligations under it.

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18.28 No immunity

No Obligor or any of its assets is immune to any legal action or proceeding.

18.29 Ship status

Each Ship will on the first day of the relevant Mortgage Period be:

(a) registered in the name of the relevant Owner through the relevant Registry as a ship under the laws and flag of the relevant Flag State;

(b) operationally seaworthy and in every way fit for service;

(c) classed with the relevant Classification with the highest class free of all requirements and recommendations of the relevant Classification Society; and

(d) insured in the manner required by the Finance Documents.

18.30 Ship's employment

Each Ship shall on the first day of the relevant Mortgage Period:

(a) if applicable, have been delivered, and accepted for service, under its Charter; and

(b) otherwise be free of any charter commitment which, if entered into after that date, would require approval under the Finance Documents.

18.31 Address commission

There are no rebates, commissions or other payments in connection with any Building Contract other than those referred to in it, except as separately disclosed to the Agent.

18.32 Sanctions

18.32.1 No Loan will be used by any Obligor:

(a) to finance equipment or sectors under embargo decisions of the United Nations or the World Bank; or

(b) in breach of the provisions of CISADA.

18.32.2 No Obligor has been designated as a “designated person” under CISADA.

18.33 No money laundering

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In relation to the borrowing by the Borrowers of the Loans, the performance and discharge of the Obligors’ obligations and liabilities under the Finance Documents and the transactions and other arrangements effected or contemplated by this Agreement and the Finance Documents, the Obligors are acting for their own account and the foregoing will not involve or lead to a contravention of any law, official requirement or other regulatory measure or procedure which has been implemented by any relevant regulatory authority or otherwise to combat money laundering (as defined in Article 1 of the Directive (2005/60/EC) of the European Parliament and of the Council).

18.34 No corrupt practices

18.34.1 No Loan will be used by any Obligor for and no Obligor shall engage in:

(a) Corrupt Practices, Fraudulent Practices, Collusive Practices or Coercive Practices, including the procurement or the execution of any contract for goods or works relating to its functions;

(b) the Financing of Terrorism.

18.34.2 For the purposes of this clause 18.34, the following definitions shall apply:

Collusive Practice means an arrangement between two or more parties without the knowledge, but designed to improperly influence the actions, of another party.

Corrupt Practice means the offering, giving, receiving, or soliciting, directly or indirectly, anything of value to improperly influence the actions of another party.

Coercive Practice means impairing or harming or threatening to impair or harm, directly or indirectly, any party or its property or to improperly influence the actions of that party.

Financing of Terrorism means the act of providing or collecting funds with the intention that they be used, or in the knowledge that they are to be used, in order to carry out terrorist acts.

Fraudulent Practice means any action, including misrepresentation, to obtain a financial or other benefit or avoid an obligation, by deception.

18.35 No other material events or facts

Without prejudice to the generality of clause 18.7 (Information), to the best of each Group Member’s and Golar MLP Group Member’s awareness, knowledge, information or belief (which shall not imply that any enquiries of third parties have been made or ought to have been made except as expressly referred to in this Agreement), there are no other material events, circumstances or facts (political, commercial or otherwise) which may give rise to any loss or claim under the K-Sure Insurance Policy.

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18.36 Non-Conflict

The Borrowers agree and acknowledge that any claim or defence that they may have or hold in respect of any Building Contract or against any party thereto or any dispute arising in connection with any Building Contract among the parties thereto, shall not affect its payment obligations under the Finance Documents.

18.37 Times when representations are made

18.37.1 All of the representations and warranties set out in this clause 18 (other than Ship Representations) are deemed to be made on the dates of:

(a) this Agreement;

(b) the first Utilisation Request; and

(c) the first Utilisation.

18.37.2 The Repeating Representations are deemed to be made on the dates of each subsequent Utilisation Request, the date of issuance of each Compliance Certificate and the first day of each Interest Period.

18.37.3 All of the Ship Representations are deemed to be made on the first day of the Mortgage Period for the relevant Ship.

18.37.4 Each representation or warranty deemed to be made after the date of this Agreement shall be deemed to be made by reference to the facts and circumstances then existing at the date the representation or warranty is deemed to be made.

19 Information undertakings

The Borrowers undertakes that this clause 19 will be complied with throughout the Facility Period.

In this clause 19 and in clause 20:

Annual Financial Statements means the financial statements for a financial year of the Group, Golar MLP Group and the Borrowers delivered pursuant to clause 19.1.1(a) and 19.1.1(b).

Quarterly Financial Statements means the financial statements for a financial quarter of the Group, Golar MLP Group and the Borrowers delivered pursuant to clause 19.1.2(a) and 19.1.2(b).

19.1 Financial statements

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19.1.1 The Borrowers shall supply to the Agent as soon as the same become available, but in any event within 180 days after the end of each financial year:

(a) the audited consolidated financial statements of the Group and the Golar MLP Group for that financial year; and

(b) the unaudited financial statements of each Borrower (consolidated where necessary) for that financial year.

19.1.2 The Borrowers shall supply to the Agent as soon as the same become available, but in any event within 90 days after the end of each financial quarter of each of its financial years:

(a) the unaudited consolidated financial statements of the Group and the Golar MLP Group for that financial quarter; and

(b) the unaudited financial statements of each Borrower (consolidated where necessary) for that financial quarter.

19.1.3 One month prior to the start of each financial year of the Group, the Borrowers shall deliver to the Agent the budget and annual cash flow projections of the Group for the next two years. The Borrowers shall also provide such other budgets and cash flow projections as the Agent (acting on the instructions of the Majority Lenders) shall reasonably request.

19.1.4 One month prior to the start of each financial year of the Golar MLP Group, the Borrowers shall deliver to the Agent the budget and annual cash flow projections of the Golar MLP Group for the next two years. The Borrowers shall also provide such other budgets and cash flow projections as the Agent (acting on the instructions of the Majority Lenders) shall reasonably request.

19.2 Provision and contents of Compliance Certificate

19.2.1 The Borrowers shall supply a Compliance Certificate to the Agent, with each set of Annual Financial Statements and each set of Quarterly Financial Statements for the Group and the Golar MLP Group.

19.2.2 Each Compliance Certificate shall, amongst other things, set out (in reasonable detail) computations as to compliance with clause 20 (Financial covenants) and, in the case of a Compliance Certificate supplied with a set of Annual Financial Statements for the Group and the Golar MLP Group, clause 25 (Minimum security value).

19.2.3 Each Borrower shall supply a Borrower Compliance Certificate to the Agent on each Testing Date (as defined in clause 20.2 (Borrowers)).

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19.2.4 Each Borrower Compliance Certificate shall, amongst other things, set out (in reasonable detail) computations as to compliance with clause 20.2 (Borrowers).

19.2.5 Each Compliance Certificate and Borrower Compliance Certificate shall be signed by the chief financial officer of the Parent or, in his or her absence, by two directors of the Parent, and, in relation to any such certificate concerning the Golar MLP Group, by the equivalent individual or individuals of Golar MLP.

19.3 Requirements as to financial statements

19.3.1 The Borrowers shall procure that each set of Annual Financial Statements and Quarterly Financial Statements includes a profit and loss account, a balance sheet and a cashflow statement and that, in addition each set of Annual Financial Statements shall be audited by the Auditors.

19.3.2 Each set of financial statements delivered pursuant to clause 19.1 (Financial statements) shall:

(a) be prepared in accordance with GAAP;

(b) give a true and fair view of (in the case of Annual Financial Statements for any financial year), or fairly represent (in other cases), the financial condition and operations of the Group or (as the case may be) the Golar MLP Group or (as the case may be) the relevant Obligor as at the date as at which those financial statements were drawn up; and

(c) in the case of annual audited financial statements, not be the subject of any qualification in the Auditors' opinion.

19.3.3 The Borrowers shall procure that each set of financial statements delivered pursuant to clause 19.1 (Financial statements) shall be prepared using GAAP, accounting practices and financial reference periods consistent with those applied in the preparation of the Original Financial Statements, unless, in relation to any set of financial statements, the Borrowers notify the Agent that there has been a change in GAAP or the accounting practices and the Auditors deliver to the Agent:

(a) a description of any change necessary for those financial statements to reflect the GAAP or accounting practices and reference periods upon which corresponding Original Financial Statements were prepared; and

(b) sufficient information, in form and substance as may be reasonably required by the Lenders, to enable the Lenders to determine whether clause 20 (Financial covenants) has been complied with and to make an accurate comparison between the financial position indicated in those financial statements and the Original Financial Statements.

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Any reference in this Agreement to any financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Original Financial Statements were prepared.

19.4 Year-end

The Borrowers shall procure that each financial year-end of each Obligor and each Group Member and each Golar MLP Group Member falls on the Accounting Reference Date.

19.5 Information: miscellaneous

The Borrowers shall deliver to the Agent:

(a) at the same time as they are dispatched, copies of all financial statements, financial forecasts, proxy statements and other material communications and documents dispatched by the Parent or any Obligors to its shareholders or creditors generally (or any class of them);

(b) promptly upon becoming aware of them, the details of any litigation, arbitration or administrative proceedings which are current, threatened or pending against any Group Member or any Golar MLP Group Member, and which, if adversely determined, might have a Material Adverse Effect or which would involve a liability, or a potential or alleged liability, exceeding $5,000,000 (or its equivalent in other currencies);

(c) promptly upon becoming aware of them, the details of any change of law or regulation which is likely to have a Material Adverse Effect;

(d) promptly, such information as the Agent may reasonably require about the Charged Property and compliance of the Obligors with the terms of any Security Documents; and

(e) promptly on request, such further information regarding the financial condition, assets and operations of any Obligor, the Group and/or any Group Member as any Finance Party through the Agent may reasonably request.

19.6 Notification of Default

The Borrowers shall notify the Agent of any Default (and the steps, if any, being taken to remedy it) promptly upon any Obligor becoming aware of its occurrence (unless that Obligor is aware that a notification has already been provided by another Obligor).

19.7 Sufficient copies

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The Borrowers, if so requested by the Agent, shall deliver sufficient copies of each document to be supplied under the Finance Documents to the Agent to distribute to each of the Lenders and the Hedging Providers.

19.8 "Know your customer" checks

19.8.1 If:

(a) the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation made after the date of this Agreement;

(b) any change in the status of an Obligor or the composition of the shareholders of an Obligor after the date of this Agreement; or

(c) a proposed assignment by a Lender or a Hedging Provider of any of its rights under this Agreement or any Hedging Contract to a party that is not already a Lender or a Hedging Provider prior to such assignment,

obliges the Agent, the relevant Hedging Provider or any Lender (or, in the case of paragraph (c) above, any prospective new Lender or Hedging Provider) to comply with "know your customer" or similar identification procedures in circumstances where the necessary information is not already available to it, each Obligor shall promptly upon the request of the Agent or any Lender or any Hedging Provider supply, or procure the supply of, such documentation and other evidence as is reasonably requested by the Agent (for itself or on behalf of any Lender or any Hedging Provider) or any Lender or any Hedging Provider (for itself or, in the case of the event described in paragraph (c) above, on behalf of any prospective new Lender or Hedging Provider) in order for the Agent, such Lender or any Hedging Provider or, in the case of the event described in paragraph (c) above, any prospective new Lender or Hedging Provider to carry out and be satisfied it has complied with all necessary "know your customer" or other similar checks under all applicable laws and regulations pursuant to the transactions contemplated in the Finance Documents.

19.8.2 Each Finance Party shall promptly upon the request of the Agent or the Security Agent supply, or procure the supply of, such documentation and other evidence as is reasonably requested by the Agent or the Security Agent (for itself) in order for it to carry out and be satisfied it has complied with all necessary "know your customer" or other similar checks under all applicable laws and regulations pursuant to the transactions contemplated in the Finance Documents.

19.9 K-Sure notification and information

19.9.1 The Borrowers shall promptly notify the Agent and the K-Sure Agent forthwith by facsimile thereafter confirmed by letter of the occurrence of any event involving a political or commercial risk covered by a K-Sure Insurance Policy and shall:

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(a) pay upon demand any additional premium payable to K-Sure in respect of such K-Sure Insurance Policy; and

(b) cooperate with the Agent or the K-Sure Agent on its reasonable request to take all steps necessary on the part of the Borrowers to ensure each K-Sure Insurance Policy remains in full force and effect throughout the Facility Period.

19.9.2 The Borrowers shall promptly provide the Agent and the K-Sure Agent with copies of all financial or other information required by the K-Sure Agent to satisfy any request for information by K-Sure pursuant to any K-Sure Insurance Policy .

20 Financial covenants

Each Borrower and the Parent undertakes that this clause 20 will be complied with throughout the Facility Period, as tested on a quarterly basis or, in the case of clause 20.2 an annual basis in accordance with clause 20.4 (Financial Testing).

20.1 Parent Group

The Borrowers and the Parent shall ensure that:

20.1.1 Free Liquid Assets

The aggregate value of the Free Liquid Assets of the Group is at all times not less than the aggregate of (a) $25,000,000 and (b) the product of $2,000,000 and the number of Borrowers which are not, at that time, a Relevant Borrower.

20.1.2 Current Assets to Current Liabilities

Current Assets shall be greater than or equal to Current Liabilities.

20.1.3 Consolidated Tangible Net Worth

At all times the Consolidated Tangible Net Worth shall be equal to or greater than $250,000,000 (or the equivalent in any other currency, as calculated at the end of the relevant financial quarter).

20.1.4 In this clause 20.1:

Consolidated Tangible Net Worth means, for the Parent (on a consolidated basis), the total value of stockholders equity determined in accordance with GAAP as shown on the consolidated balance sheet contained in the most recent Annual Financial Statements and Quarterly Financial Statements of the Group delivered pursuant to clause 19.1 (Financial statements).

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Current Assets means, as at any date of determination, all of the short term assets of the Group determined in accordance with GAAP on a consolidated basis as shown in the balance sheet for the Group and calculated on the same basis as was applied in the Latest Accounts but using the information current as at the relevant date of determination.

Current Liabilities means, as at any date of determination, all of the short term liabilities of the Group (less the current portion of long-term debt, the current portion of long-term capital lease obligations and mark to market swap valuations) determined in accordance with GAAP on a consolidated basis as shown in the balance sheet for the Group and calculated on the same basis as was applied in the Latest Accounts but using the information current as at the relevant date of determination.

Free Liquid Assets means cash or Cash Equivalents freely available for use by the Parent and/or any other Group Member for any lawful purpose without restriction (other than any restriction arising exclusively from any covenant to maintain a minimum level of free cash similar to that shown above) notwithstanding any Security Interest, right of set-off or agreement with any other party, where any cash denominated in a currency other than dollars shall be deemed to have a value in dollars equal to the dollar equivalent thereof at the rate of exchange published daily by the Agent as at any date of determination.

Cash Equivalents means:

(a) deposits with first class international banks the maturity of which does not exceed 12 months;

(b) bonds, certificates of deposit and other money market instruments or securities issued or guaranteed by the Norway or United States Governments; and

(c) any other instrument approved by the Security Agent, with the authorisation of the Majority Lenders.

Latest Accounts means the Annual Financial Statements of the Group for the financial year ended 2012.

20.2 Borrowers

The Borrowers shall ensure that:

20.2.1 EBITDA to Debt Service

On each Testing Date, the ratio of EBITDA of each Borrower to Debt Service of that Borrower for the previous 12 months ending on that Testing Date, on a trailing four quarter basis (as shown by the most recent three monthly statements of that Borrower prepared for the purposes of this covenant

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covering the period up to that Testing Date and the previous three such three monthly statements of that Borrower), shall be greater than 1.15:1.

20.2.2 If a Borrower breaches the requirements of clause 20.2.1 above, the Parent shall within three Business Days of such Testing Date credit the Blocked Deposit Account of that Borrower with an amount equal to such amount as, when aggregated with any amounts currently standing to the credit of such Blocked Deposit Account, shall equal the:

(a) Debt Service of that Borrower for the previous 12 months, on a trailing four quarter basis (as shown by the then most recent three monthly statements of that Borrower prepared for the purposes of this covenant and the previous three such three monthly statements of that Borrower)); minus

(b) the EBITDA of that Borrower for the previous 12 months, on a trailing four quarter basis (as shown by the then most recent three monthly statements of that Borrower prepared for the purposes of this covenant and the previous three such three monthly statements of that Borrower)) divided by 1.15.

20.2.3 If, on a Quarterly Testing Date after a Testing Date, a Borrower demonstrates to the Agent that the amount required to be credited to the Blocked Deposit Account of that Borrower would be less than the amount required pursuant to clause 20.2.2 above if the amount was re-calculated on that Quarterly Testing Date, the amount required to be credited to the Blocked Deposit Account of that Borrower shall be reduced to that lower amount and that Borrower shall be entitled to transfer the surplus to its Earnings Account.

20.2.4 In this clause 20.2:

Borrower Interest Payable means, in respect of any period, the aggregate for a Borrower of:

(a) the amounts charged and posted (or estimated to be charged and posted) as a current accrual accrued during such period in respect of that Borrower by way of Interest on all Financial Indebtedness, but excluding any amount accruing as interest in-kind (and not as cash payment) to the extent capitalised as principal during such period; and

(b) net payments in relation to interest rate or currency hedging arrangements in respect of Financial Indebtedness (after deducting net income in relation to such interest rate or currency hedging arrangements).

Borrower Interest Receivable means, in respect of any period for a Borrower, the amount of Interest accrued on cash balances of that Borrower (including the amount of interest accrued on the Accounts, to the extent that that Borrower is entitled to receive such interest) during such period.

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Debt Service means, for any financial period of a Borrower, the sum to be the aggregate amount of principal, interest thereon and all other amounts which shall fall due and will be paid by that Borrower in such period in respect of Total Indebtedness of that Borrower.

EBITDA means, in respect of any period, the consolidated profit on ordinary activities of a Borrower before taxation for such period:

(a) adjusted to exclude Borrower Interest Receivable and Borrower Interest Payable and other similar income or costs to the extent not already excluded;

(b) adjusted to exclude any gain or loss realised on the disposal of fixed assets (whether tangible or intangible);

(c) after adding back depreciation and amortisation charged which relates to such period;

(d) adjusted to exclude any exceptional or extraordinary costs or income; and

(e) after deducting any profit arising out of the release of any provisions against a liability or charge and adding back any provision relating to long term assets or contracts.

Interest means, in respect of any specified Financial Indebtedness, all continuing regular or periodic costs, charges and expenses incurred in effecting, servicing or maintaining such Financial Indebtedness including:

(a) gross interest, commitment fees, discount and acceptance fees and guarantee, fronting and ancillary facility fees payable or incurred on any form of such Financial Indebtedness; and

(b) arrangement fees or other up-front fees.

Quarterly Testing Date means the date falling three months after any date upon which a payment is due under clause 20.2.2 and each date falling three months thereafter until the Parent is no longer under an obligation to retain funds on the Blocked Deposit Account in accordance with clause 20.2.3.

Testing Date means the date falling 24 months after the first Utilisation Date and each subsequent anniversary of that date.

Total Indebtedness means, in respect of a Borrower, the aggregate Financial Indebtedness of that Borrower as demonstrated by the Annual Financial Statements and Quarterly Financial Statements of that Borrower delivered pursuant to clause 19.1 (Financial statements).

20.3 Golar MLP Group

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The Borrowers shall ensure that:

20.3.1 Free Liquid Assets

The aggregate value of the Free Liquid Assets of the Golar MLP Group is at all times not less than the higher of:

(i)

(A) $25,000,000 for the period from 1 July 2013 to (and including) 30 June 2014; and

(B) $30,000,000 for the period from 1 July 2014 until the end of the Facility Period; and

(ii) the product of $2,500,000 and the number of vessels which are owned, directly or indirectly, and legally and/or beneficially, or leased, directly or indirectly, by Golar MLP or any wholly owned Subsidiary of Golar MLP, but excluding m.v. Golar Mazo

20.3.2 Net Debt to EBITDA

On any financial quarter end date, the ratio of Net Debt to EBITDA of the Golar MLP Group for the previous 12 months, on a trailing four quarter basis, shall be no greater than 6.50:1.

20.3.3 EBITDA to Consolidated Debt Service

On any financial quarter end date, the ratio of EBITDA of the Golar MLP Group to Consolidated Debt Service of the Golar MLP Group for the previous 12 months, on a trailing four quarter basis, shall be no less than 1.15:1.

20.3.4 Consolidated Net Worth

At all times the Consolidated Net Worth shall be equal to or greater than $123,950,000.

20.3.5 In this clause 20.3:

Cash Equivalents means:

(a) deposits with first class international banks the maturity of which does not exceed 12 months;

(b) bonds, certificates of deposit and other money market instruments or securities issued or guaranteed by the Norway or United States Governments; and

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(c) any other instrument approved by the Security Agent, with the authorisation of the Majority Lenders.

Consolidated Debt Service means, for any financial period of the Golar MLP Group, the sum to be the aggregate amount of principal, interest thereon and all other amounts which shall fall due and will be paid by each Golar MLP Group Member in such period in respect of Total Indebtedness of the Golar MLP Group; and

Consolidated Net Worth means, at any date of determination, the consolidated opening book equity of Golar MLP at such date as calculated in accordance with GAAP added together with the difference between the original purchase price and the original net book value (as adjusted by the depreciation of the difference over the assets remaining useful economic life) of the first three assets (m.v. “GOLAR FREEZE” being the first) acquired under common control transactions with the Parent, and derived from the then latest Quarterly Financial Statements of the Golar MLP Group delivered to the Agent in the case of the first three quarters of each financial year and the then latest Annual Financial Statements of the Golar MLP Group delivered to the Agent in the case of the final quarter of each financial year. In the event that the current accounting for common control transactions ceases to apply, such that the purchase price of the vessel is recorded on Golar MLP’s balance sheet, then the above adjustment will not apply.

EBITDA means, in respect of any period, the consolidated profit on ordinary activities of the Golar MLP Group before taxation for such period:

(d) adjusted to exclude Golar MLP Group Interest Receivable and Golar MLP Group Interest Payable and other similar income or costs to the extent not already excluded;

(e) adjusted to exclude any gain or loss realised on the disposal of fixed assets (whether tangible or intangible);

(f) after adding back depreciation and amortisation charged which relates to such period;

(g) adjusted to exclude any exceptional or extraordinary costs or income; and

(h) after deducting any profit arising out of the release of any provisions against a liability or charge and adding back any provision relating to long term assets or contracts,

Free Liquid Assets means cash or Cash Equivalents freely available for use by Golar MLP and/or any other Golar MLP Group Member for any lawful purpose without restriction (other than any restriction arising exclusively from any covenant to maintain a minimum level of free cash or Cash Equivalents similar to above) notwithstanding any Security Interest, right of set-off or agreement with any other party, where:

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(a) the value of Cash Equivalents shall be deemed to be their quoted price, as at any date of determination, on any recognised exchange (being an exchange recognised and approved by the Agent) on which the same are listed or any dealing facility through which the same are generally traded; and

(b) any cash or Cash Equivalents denominated in a currency other than dollars shall be deemed to have a value in dollars equal to the dollar equivalent thereof at the rate of exchange published daily by the Security Agent as at any date of determination.

Golar MLP Group Interest Payable means, in respect of any period, the aggregate (calculated on a consolidated basis for the Golar MLP Group) of:

(a) the amounts charged and posted (or estimated to be charged and posted) as a current accrual accrued during such period in respect of members of the Golar MLP Group by way of Interest on all Financial Indebtedness, but excluding any amount accruing as interest in-kind (and not as cash payment) to the extent capitalised as principal during such period; and

(b) net payments in relation to interest rate or currency hedging arrangements in respect of Financial Indebtedness (after deducting net income in relation to such interest rate or currency hedging arrangements).

Golar MLP Group Interest Receivable means, in respect of any period for the Golar MLP Group, the amount of Interest accrued on cash balances of the Golar MLP Group during such period.

Interest means, in respect of any specified Financial Indebtedness, all continuing regular or periodic costs, charges and expenses incurred in effecting, servicing or maintaining such Financial Indebtedness including:

(a) gross interest, commitment fees, discount and acceptance fees and guarantee, fronting and ancillary facility fees payable or incurred on any form of such Financial Indebtedness; and

(b) arrangement fees or other up-front fees.

Net Debt means, on a consolidated basis, an amount equal to Total Indebtedness of the Golar MLP Group minus Free Liquid Assets, as evidenced by the consolidated balance sheet for the Golar MLP Group from time to time.

Total Indebtedness means, the aggregate Financial Indebtedness (on a consolidated basis) of the Golar MLP Group as demonstrated by the Annual Financial Statements and Quarterly Financial Statements of the Golar MLP Group delivered pursuant to clause 19.1 (Financial statements).

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20.4 Financial testing

The financial covenants set out in clause above shall be calculated in accordance with GAAP and tested by reference to each of the financial statements delivered pursuant to clause 19.1 (Financial statements) and/or each Compliance Certificate delivered pursuant to clause 19.2 (Provision and contents of Compliance Certificate), except in the case of the financial covenant set out in clause 20.2 above which shall be tested by reference to the financial statements referred to in that clause and/or each Borrower Compliance Certificate delivered pursuant to clause 19.2 (Provision and contents of Compliance Certificate).

21 General undertakings

Each Borrower undertakes that this clause 21 will be complied with by and in respect of each Obligor and each other Group Member and, where applicable, each Golar MLP Group Member throughout the Facility Period.

21.1 Use of proceeds

The proceeds of Utilisations will be used exclusively for the purposes specified in clause 3 (Purpose).

21.2 Authorisations

Each Obligor will promptly:

(a) obtain, comply with and do all that is necessary to maintain in full force and effect; and

(b) supply certified copies to the Agent of,

any authorisation required under any law or regulation of a Relevant Jurisdiction to:

(i) enable it to perform its obligations under the Transaction Documents;

(ii) ensure the legality, validity, enforceability or admissibility in evidence of any Transaction Document; and

(iii) carry on its business where failure to do so has, or is reasonably likely to have, a Material Adverse Effect.

21.3 Compliance with laws

Each Obligor and each other Group Member will, comply in all respects with all laws and regulations (including Environmental Laws) to which it may be subject.

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21.4 Anti-corruption law

21.4.1 No Obligor or other Group Member will directly or indirectly use the proceeds of the Facility for any purpose which would breach the Bribery Act 2010, the United States Foreign Corrupt Practices Act of 1977 or other similar legislation in other jurisdictions.

21.4.2 Each Obligor shall (and the Borrowers shall ensure that each other Group Member and, following the first Drop-down, each Golar MLP Group Member will):

(a) conduct its businesses in compliance with applicable anti-corruption laws; and

(b) maintain policies and procedures designed to promote and achieve compliance with such laws.

21.5 Tax compliance

21.5.1 Each Obligor and each other Group Member shall pay and discharge all Taxes imposed upon it or its assets within the time allowed by law without incurring penalties unless and only to the extent that:

(a) such payment is being contested in good faith;

(b) adequate reserves are being maintained for those Taxes and the costs required to contest them which have been disclosed in its latest financial statements delivered to the Agent under clause 19.1 (Financial statements); and

(c) such payment can be lawfully withheld.

21.6 Change of business

Except as approved by the Majority Lenders, KEXIM and K-Sure, no substantial change will be made to the general nature of the business of the Parent, the Obligors or the Group (taken as a whole in the case of the Group) from that carried on at the date of this Agreement.

21.7 Merger and corporate reconstruction

Except as approved by the Lenders and K-Sure:

(a) no Obligor will enter into any amalgamation, demerger, merger, consolidation, redomiciliation, legal migration or corporate reconstruction; and

(b) neither the Borrowers nor the Parent will change its corporate structure.

21.8 Further assurance

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21.8.1 Each Obligor shall promptly do all such acts or execute all such documents (including assignments, transfers, mortgages, charges, notices and instructions) as the Agent may reasonably specify (and in such form as the Agent may reasonably require):

(a) to perfect the Security Interests created or intended to be created by that Obligor under or evidenced by the Security Documents (which may include the execution of a mortgage, charge, assignment or other security over all or any of the assets which are, or are intended to be, the subject of the Security Documents) or for the exercise of any rights, powers and remedies of the Security Agent provided by or pursuant to the Finance Documents or by law;

(b) to confer on the Security Agent Security Interests over any property and assets of that Obligor located in any jurisdiction equivalent or similar to the Security Interest intended to be conferred by or pursuant to the Security Documents;

(c) to facilitate the realisation of the assets which are, or are intended to be, the subject of the Security Documents; and/or

(d) to facilitate the accession by a New Lender to any Security Document following an assignment in accordance with clause 32.1 (Assignments by the Lenders).

21.8.2 Each Obligor shall take all such action as is available to it (including making all filings and registrations) as may be necessary for the purpose of the creation, perfection, protection or maintenance of any Security Interest conferred or intended to be conferred on the Security Agent by or pursuant to the Finance Documents.

21.9 Negative pledge in respect of Charged Property

Except for Permitted Security Interests, no Obligor will grant or allow to exist any Security Interest over any Charged Property.

21.10 Environmental matters

21.10.1 The Agent will be notified as soon as reasonably practicable of any Environmental Claim being made against any Group Member and, following the first Drop-down, any Golar MLP Group Member or any Fleet Vessel which, if successful to any extent, might have a Material Adverse Effect and of any Environmental Incident which may give rise to such a claim and will be kept regularly and promptly informed in reasonable detail of the nature of, and response to, any such Environmental Incident and the defence to any such claim.

21.10.2 Environmental Laws (and any consents, licences or approvals obtained under them) applicable to Fleet Vessels will not be violated in a way which might have a Material Adverse Effect.

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21.11 K-Sure requirements

No Obligor shall act (or omit to act) in a manner that is inconsistent with any requirement of K-Sure under or in connection with a K-Sure Insurance Policy and, in particular:

(a) each Obligor shall do all that is necessary to ensure that all requirements of K-Sure under or in connection with each K-Sure Insurance Policy are complied with; and

(b) each Obligor will refrain from acting in any manner which could result in a breach of any requirements of K-Sure under or in connection with a K-Sure Insurance Policy or affect the validity of them.

21.12 K-Sure Policy protection

If at any time in the opinion of the K-Sure Agent, any provision of a Finance Document contradicts or conflicts with any provision of a K-Sure Insurance Policy, the Borrowers will:

(a) take all steps as the Agent, the K-Sure Agent and/or K-Sure shall require to remove such contradiction or conflict; and

(b) take all steps as the Agent, the K-Sure Agent and/or K-Sure shall require to ensure that such K-Sure Insurance Policy remains in full force and effect.

22 Dealings with the Ships

Each Borrower undertakes that this clause 22 will be complied with in relation to each Ship throughout the relevant Ship’s Mortgage Period.

22.1 Ship's name and registration

(a) The Ship's name shall only be changed after prior notice to the Agent and, the relevant Owner shall promptly take all necessary steps to update all applicable insurance, class and registration documents with such change of name.

(b) The Ship shall be permanently registered in the name of the relevant Owner with the relevant Registry under the laws of its Flag State. Except with approval of the Lenders and K-Sure, the Ship shall not be registered under any other flag or at any other port or fly any other flag (other than that of its Flag State), provided that no such approval shall be required for the registration of a Ship under the flag of another Approved Flag State as long as replacement Security Interests are granted in respect of that Ship (which are, in the opinion of the Lenders, equivalent to those in place prior to such registration) in favour of the Security Agent immediately following the registration of such ship under the flag of that Approved Flag State. If a registration is for a limited

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period, it shall be renewed at least 45 days before the date it is due to expire and the Agent shall be notified of that renewal at least 30 days before that date.

(c) Nothing will be done and no action will be omitted if that might result in such registration being forfeited or imperilled or the Ship being required to be registered under the laws of another state of registry.

22.2 Sale or other disposal of a Ship

Except with approval of the Lenders and K-Sure, the relevant Owner will not sell, or agree to, sell, transfer, abandon or otherwise dispose of the relevant Ship or any share or interest in it.

22.3 Performance of Building Contract Documents

The relevant Owner shall duly and punctually observe and perform all the conditions and obligations imposed on it by the Building Contract Documents in relation to the Ship.

22.4 Arbitration under Building Contract Documents

The relevant Owner shall promptly notify the Agent:

(a) if either party to the Building Contract Documents begins an arbitration under the Building Contract Documents in relation to the Ship;

(b) of the identity of the arbitrators; and

(c) of the conclusion of the arbitration and the terms of any arbitration award and, as soon as reasonably practicable, a copy of such arbitration award.

22.5 Notification of certain events

The relevant Owner shall notify the Agent immediately if either party to the Building Contract Documents cancels, rescinds, repudiates or otherwise terminates any Building Contract Document in relation to a Ship (or purports to do so) or rejects the Ship (or purports to do so) or if a dispute arises under such Building Contract Documents.

22.6 Variation to Building Contract Documents

Except with approval (which approval shall not be unreasonably withheld or delayed), a Ship’s Building Contract Documents shall not be varied.

22.7 Manager

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Each Ship shall be managed by a technical and a commercial manager. A manager of the Ship shall not be appointed unless that manager and the terms of its appointment are approved (such approval not to be unreasonably withheld or delayed) by the Lenders and it has delivered a duly executed Manager's Undertaking to the Security Agent. There shall be no change to the terms of appointment of a manager whose appointment has been approved unless such change is also approved (such approval not to be unreasonably withheld or delayed).

22.8 Copy of Mortgage on board

A properly certified copy of the relevant Mortgage shall be kept on board the Ship with its papers and shown to anyone having business with the Ship which might create or imply any commitment or Security Interest over or in respect of the Ship (other than a lien for crew's wages and salvage) and to any representative of the Agent or the Security Agent.

22.9 Notice of Mortgage

A framed printed notice of the Ship’s Mortgage shall be prominently displayed in the navigation room and in the Master's cabin of the Ship. The notice must be in plain type and read as follows:

"NOTICE OF MORTGAGE

This Ship is subject to a first mortgage in favour of [here insert name of mortgagee] of [here insert address of mortgagee]. Under the said mortgage and related documents, neither the Owner nor any charterer nor the Master of this Ship has any right, power or authority to create, incur or permit to be imposed upon this Ship any commitments or encumbrances whatsoever other than for crew's wages and salvage".

No-one will have any right, power or authority to create, incur or permit to be imposed upon the Ship any lien whatsoever other than for crew's wages and salvage.

22.10 Conveyance on default

Where the Ship is (or is to be) sold in exercise of any power conferred by the Security Documents, the relevant Owner shall, upon the Agent's request, immediately execute such form of transfer of title to the Ship as the Agent may require.

22.11 Chartering

22.11.1 Except with approval of the Lenders and K-Sure (which approval shall not be unreasonably withheld or delayed),the relevant Owner shall not enter into any charter commitment for a Ship, which is a bareboat or demise charter or passes possession and operational control of the Ship to another person.

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22.11.2 If an Owner enters into any charter commitment for a Ship capable of lasting 24 months or longer it shall provide to the Agent and the K-Sure Agent or, as the case may be, the Security Agent, or its duly authorised representative, in form and substance satisfactory to the Agent and the K-Sure Agent or, as the case may be, the Security Agent:

(a) a duly executed Charter Assignment in respect of such charter commitment;

(b) duly executed notices of assignment and acknowledgements of those notices as required by the Charter Assignment;

(c) a duly executed Quiet Enjoyment Letter, if required by a charterer;

(d) a copy, certified by an approved person to be a true and complete copy of the Charter Documents in respect of such charter commitment; and

(e) such documents and evidence set out in items 1 and 2 of part 1 of Schedule 3, provided that such items shall be limited to the Obligors signing the documents referred to in (a) to (d) above (and all documents or instruments required thereunder).

22.12 Lay up

Except with approval (which approval shall not be unreasonably withheld or delayed), the Ship shall not be laid up or deactivated.

22.13 Sharing of Earnings

Except with approval (which approval shall not be unreasonably withheld or delayed), the relevant Owner shall not enter into any arrangement under which its Earnings from the Ship may be shared with anyone else.

22.14 Payment of Earnings

The relevant Owner's Earnings from the Ship shall be paid in the way required by the Ship’s General Assignment.

23 Condition and operation of the Ships

Each Borrower undertakes that this clause 23 will be complied with in relation to each Mortgaged Ship throughout the relevant Ship's Mortgage Period.

23.1 Defined terms

In this clause 23 and in Schedule 3 (Conditions precedent):

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applicable code means any code or prescribed procedures required to be observed by the Ship or the persons responsible for its operation under any applicable law (including but not limited to those currently known as the ISM Code and the ISPS Code).

applicable law means all laws and regulations applicable to vessels registered in the Ship’s Flag State or which for any other reason apply to the Ship or to its condition or operation at any relevant time.

applicable operating certificate means any certificates or other document relating to the Ship or its condition or operation required to be in force under any applicable law or any applicable code.

23.2 Repair

The Ship shall be kept in a good, safe and efficient state of repair. The quality of workmanship and materials used to repair the Ship or replace any damaged, worn or lost parts or equipment shall be sufficient to ensure that the Ship's value is not reduced.

23.3 Modification

Except with approval, the structure, type or performance characteristics of the Ship shall not be modified in a way which could or might materially alter the Ship or materially reduce its value.

23.4 Removal of parts

Except with approval, no material part of the Ship or any equipment shall be removed from the Ship if to do so would materially reduce its value (unless at the same time it is replaced with equivalent parts or equipment owned by the relevant Owner free of any Security Interest except under the Security Documents).

23.5 Third party owned equipment

Except with approval, equipment owned by a third party shall not be installed on the Ship if it cannot be removed without risk of causing damage to the structure or fabric of the Ship or incurring significant expense.

23.6 Maintenance of class; compliance with laws and codes

The Ship's class shall be the relevant Classification. The Ship and every person who owns, operates or manages the Ship shall comply with all applicable laws and the requirements of all applicable codes. There shall be kept in force and on board the Ship or in such person’s custody any applicable operating certificates which are required by applicable laws or applicable codes to be carried on board the Ship or to be in such person’s custody.

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23.7 Surveys

The Ship shall be submitted to continuous surveys and any other surveys which are required for it to maintain the Classification as its class. Copies of reports of those surveys shall be provided promptly to the Agent if it so requests.

23.8 Inspection and notice of dry-dockings

The Agent and/or surveyors or other persons appointed by it for such purpose shall be allowed to board the Ship at all reasonable times to inspect it and given all proper facilities needed for that purpose, which right shall only be exercised once per calendar year in respect of each Ship or, if a Default has occurred, at any further times whilst such Default is continuing. The Agent shall be given reasonable advance notice of any intended dry-docking of the Ship (whatever the purpose of that dry-docking).

23.9 Prevention of arrest

All debts, damages, liabilities and outgoings which have given, or may give, rise to maritime, statutory or possessory liens on, or claims enforceable against, the Ship, its Earnings or Insurances shall be promptly paid and discharged.

23.10 Release from arrest

The Ship, its Earnings and Insurances shall promptly be released from any arrest, detention, attachment or levy, and any legal process against the Ship shall be promptly discharged, by whatever action is required to achieve that release or discharge.

23.11 Information about the Ship

The Agent shall promptly be given any information which it may reasonably require about the Ship or its employment, position, use or operation, including details of towages and salvages, and copies of all its charter commitments entered into by or on behalf of any Obligor and copies of any applicable operating certificates.

23.12 Notification of certain events

The Agent shall promptly be notified of:

(a) any damage to the Ship where the cost of the resulting repairs may exceed the Major Casualty Amount for such Ship;

(b) any occurrence which may result in the Ship becoming a Total Loss;

(c) any requisition of the Ship for hire;

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(d) any Environmental Incident involving the Ship and Environmental Claim being made in relation to such an incident;

(e) any withdrawal or threat to withdraw any applicable operating certificate;

(f) the issue of any operating certificate required under any applicable code;

(g) the receipt of notification that any application for such a certificate has been refused;

(h) any requirement or recommendation made in relation to the Ship by any insurer or the Ship’s Classification Society or by any competent authority which is not, or cannot be, complied with in the manner or time required or recommended; and

(i) any arrest or detention of the Ship or any exercise or purported exercise of a lien or other claim on the Ship or its Earnings or Insurances.

23.13 Payment of outgoings

All tolls, dues and other outgoings whatsoever in respect of the Ship and its Earnings and Insurances shall be paid promptly. Proper accounting records shall be kept of the Ship and its Earnings.

23.14 Evidence of payments

The Agent shall be allowed proper and reasonable access to those accounting records when it requests it and, when it requires it, shall be given satisfactory evidence that:

(a) the wages and allotments and the insurance and pension contributions of the Ship's crew are being promptly and regularly paid;

(b) all deductions from its crew's wages in respect of any applicable Tax liability are being properly accounted for; and

(c) the Ship's master has no claim for disbursements other than those incurred by him in the ordinary course of trading on the voyage then in progress.

23.15 Repairers' liens

Except with approval (which approval shall not be unreasonably withheld or delayed), the Ship shall not be put into any other person's possession for work to be done on the Ship if the cost of that work will exceed or is likely to exceed the Major Casualty Amount for such Ship unless that person gives the Security Agent a written undertaking in approved terms not to exercise any lien on the Ship or its Earnings for any of the cost of such work.

23.16 Survey report

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As soon as reasonably practicable after the Agent requests it, the Agent shall be given a report on the seaworthiness and/or safe operation of the Ship, from approved surveyors or inspectors. This right shall only be exercised once per calendar year in respect of each Ship or, if a Default has occurred, at any further times whilst such Default is continuing. If any recommendations are made in such a report they shall be complied with in the way and by the time recommended in the report.

23.17 Lawful use

The Ship shall not be employed:

(a) in any way or in any activity which is unlawful under international law or the domestic laws of any relevant country;

(b) in carrying illicit or prohibited goods;

(c) in a way which may make it liable to be condemned by a prize court or destroyed, seized or confiscated;

(d) in any manner contrary to any applicable European Union, United Nations, United Kingdom and/or United States sanctions; or

(e) if there are hostilities in any part of the world (whether war has been declared or not), in carrying contraband goods

and the persons responsible for the operation of the Ship shall take all necessary and proper precautions to ensure that this does not happen.

23.18 War zones

Except with approval (which approval shall not be unreasonably withheld or delayed), the Ship shall not enter or remain in any zone which has been declared a war zone by any government entity or the Ship's war risk insurers. If approval is granted for it to do so, any requirements of the Agent and/or the Ship's insurers necessary to ensure that the Ship remains properly insured in accordance with the Finance Documents (including any requirement for the payment of extra insurance premiums) shall be complied with.

24 Insurance

Each Borrower undertakes that this clause 24 shall be complied with in relation to each Mortgaged Ship and its Insurances throughout the relevant Ship's Mortgage Period.

24.1 Insurance terms

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In this clause 24:

excess risks means the proportion (if any) of claims for general average, salvage and salvage charges not recoverable under the hull and machinery insurances of a vessel in consequence of the value at which the vessel is assessed for the purpose of such claims exceeding its insured value.

excess war risk P&I cover means cover for claims only in excess of amounts recoverable under the usual war risk cover including (but not limited to) hull and machinery, crew and protection and indemnity risks.

hull cover means insurance cover against the risks identified in clause 24.2(a).

minimum hull cover means, in relation to a Ship, an amount equal at the relevant time to the higher of (a) 120 per cent of such proportion of the Available Facility as is equal to the proportion which the market value of such Ship bears to the aggregate of the market values of all of the Ships at the relevant time and (b) the market value of the Ship.

P&I risks means the usual risks (including liability for oil pollution, excess war risk P&I cover) covered by a protection and indemnity association which is a member of the International Group of protection and indemnity associations (or, if the International Group ceases to exist, any other leading protection and indemnity association or other leading provider of protection and indemnity insurance) (including, without limitation, the proportion (if any) of any collision liability not covered under the terms of the hull cover).

24.2 Coverage required

The Ship shall at all times be insured:

(a) against fire and usual marine risks (including excess risks) and war risks (including war protection and indemnity risks and terrorism risks, piracy and confiscation risks) on an agreed value basis, for at least its minimum hull cover, Provided that, in the event that part of the agreed insurable value of the Ship is insured by way of an increased value policy (or, in the case of cover under the Nordic Marine Insurance Plan, a hull interest policy), the hull and machinery marine risks policy shall be for an amount of not less than 80 per cent of the agreed insurable value, unless the relevant approved brokers or approved insurers have confirmed in writing to the Agent that such hull and machinery marine risks policy provides that the conditions for condemnation will be met when any casualty damage to the Ship is sufficiently extensive that the cost of repairing the Ship exceeds the amount insured under the hull and machinery marine risks policy, in which case the hull and machinery marine risks policy shall be for an amount of not less than 66 2/3 per cent of the agreed insurable value;

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(b) against P&I risks for the highest amount then available in the insurance market for vessels of similar age, size and type as the Ship (but, in relation to liability for oil pollution, for an amount of not less than $1,000,000,000 or such other amounts of coverage as provided by the relevant P&I club);

(c) against loss of earnings in an amount approved by the Agent, Provided that such insurance shall not be required, in relation to any Ship which is to be laid or deactivated for a period exceeding three months, whilst such Ship is so laid up or deactivated and, in relation to any Ship undergoing modifications, for the period whilst such Ship is undergoing modifications;

(d) against such other risks and matters which the Agent notifies it that it considers reasonable for a prudent shipowner or operator to insure against at the time of that notice; and

(e) on terms which comply with the other provisions of this clause 24.

24.3 Placing of cover

The insurance coverage required by clause 24.2 (Coverage required) shall be:

(a) in the name of the Ship's Owner and (in the case of the Ship's hull cover) no other person (other than the Security Agent if required by it) unless such other person:

(i) is approved (which approval shall not be unreasonably withheld or delayed); and

(ii) if so required by the Agent (acting on the instructions of the Majority Lenders), has:

(A) duly executed and delivered a first priority assignment of its interest in the Ship's Insurances to the Security Agent in an approved form; and

(B) provided such supporting documents and opinions in relation to that assignment as the Agent requires);

(b) if the Agent (acting on the instructions of the Majority Lenders) so requests, in the joint names of the Ship's Owner and the Security Agent (and, to the extent reasonably practicable in the insurance market, without liability on the part of the Security Agent for premiums or calls);

(c) in dollars or another approved currency;

(d) arranged through approved brokers or direct with approved insurers or protection and indemnity or war risks associations; and

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(e) on terms approved by the Agent (acting on the instructions of the Majority Lenders) and with insurers or associations approved by the Agent (acting on the instructions of the Majority Lenders).

24.4 Deductibles

The aggregate amount of any excess or deductible under the Ship's hull cover shall not exceed an approved amount.

24.5 Mortgagee's insurance

24.5.1 Subject to clause 24.5.2, the Borrowers shall promptly reimburse to the Agent the cost (as conclusively certified by the Agent) of taking out and keeping in force in respect of the Ship and the other Ships on approved terms, or in considering or making claims under:

(a) a mortgagee's interest insurance for the benefit of the Finance Parties for an aggregate amount up to 120 per cent of the Available Facility; and

(b) any other insurance cover which the Agent (acting on the instructions of the Majority Lenders) reasonably requires in respect of any Finance Party's interests and potential liabilities (whether as mortgagee of the Ship or beneficiary of the Security Documents), provided that the taking out of such cover is in accordance with the then current market practice within the shipping finance industry for ships of the type of the Ships.

24.5.2 The Agent shall provide the Borrowers with a quote for any insurance cover to be taken out pursuant to clause 24.5.1 and if, within three Business Days of being provided with such quote, the Borrowers provide the Agent with a competing quote from an approved broker or insurance provider who is willing to provide such insurance cover at a lower price but otherwise on approved terms, then the Agent shall take out such insurance on the terms of the competing quote.

24.5.3 The Agent shall take out mortgagee's interest insurance (on the terms provided under clauses 24.5.1(a) and 24.5.2) prior to the Delivery of the Ship (with effect from the Ship’s Delivery Date) and keep such mortgagee's interest insurance in force in respect of the Ship throughout the Mortgage Period of that Ship.

24.6 Fleet liens, set off and cancellations

If the Ship's hull cover also insures other vessels, the Security Agent shall either be given an undertaking in approved terms by the brokers or (if such cover is not placed through brokers or the brokers do not, under any applicable laws or insurance terms, have such rights of set off and cancellation) the relevant insurers that the brokers or (if relevant) the insurers will not:

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(a) set off against any claims in respect of the Ship any premiums due in respect of any of such other vessels insured (other than other Mortgaged Ships); or

(b) cancel that cover because of non-payment of premiums in respect of such other vessels,

or the Borrowers shall ensure that hull cover for the Ship and any other Mortgaged Ships is provided under a separate policy from any other vessels.

24.7 Payment of premiums

All premiums, calls, contributions or other sums payable in respect of the Insurances shall be paid punctually and the Agent shall be provided with all relevant receipts or other evidence of payment upon request.

24.8 Details of proposed renewal of Insurances

At least fourteen days before any of the Ship’s Insurances are due to expire, the Agent shall be notified of the names of the brokers, insurers and associations proposed to be used for the renewal of such Insurances and the amounts, risks and terms in, against and on which the Insurances are proposed to be renewed.

24.9 Instructions for renewal

At least seven days before any of the Ship’s Insurances are due to expire, instructions shall be given to brokers, insurers and associations for them to be renewed or replaced on or before their expiry.

24.10 Confirmation of renewal

The Ship’s Insurances shall be renewed upon their expiry in a manner and on terms which comply with this clause 24 and confirmation of such renewal given by approved brokers or insurers to the Agent at least seven days (or such shorter period as may be approved) before such expiry.

24.11 P&I guarantees

Any guarantee or undertaking required by any protection and indemnity or war risks association in relation to the Ship shall be provided when required by the association.

24.12 Insurance documents

The Agent shall be provided with pro forma copies of all insurance policies and other documentation issued by brokers, insurers and associations in connection with the Ship's Insurances as soon as they are available after they have been placed or renewed and all insurance policies and other

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documents relating to the Ship’s Insurances shall be deposited with any approved brokers or (if not deposited with approved brokers) the Agent or some other approved person.

24.13 Letters of undertaking

Unless otherwise approved where the Agent is satisfied that equivalent protection is afforded by the terms of the relevant Insurances and/or any applicable law and/or a letter of undertaking provided by another person, on each placing or renewal of the Insurances, the Agent shall be provided promptly with letters of undertaking in an approved form (having regard to general insurance market practice and law at the time of issue of such letter of undertaking) from the relevant brokers, insurers and associations.

24.14 Insurance Notices and Loss Payable Clauses

The interest of the Security Agent as assignee of the Insurances shall be endorsed on all insurance policies and other documents by the incorporation of a Loss Payable Clause and an Insurance Notice in respect of the Ship and its Insurances signed by its Owner and, unless otherwise approved (which approval shall not be unreasonably withheld or delayed), each other person assured under the relevant cover (other than the Security Agent if it is itself an assured).

24.15 Insurance correspondence

If so required by the Agent (acting on the instructions of the Majority Lenders), the Agent shall be provided with copies of all material (or, following a Default which is continuing, all) written communications between the assureds and brokers, insurers and associations relating to any of the Ship’s Insurances as soon as they are available.

24.16 Qualifications and exclusions

All requirements applicable to the Ship’s Insurances shall be complied with and the Ship’s Insurances shall only be subject to approved exclusions or qualifications.

24.17 Independent report

24.17.1 If the Agent asks the Borrowers for a detailed report from an approved independent firm of marine insurance brokers giving their opinion on the adequacy of the Ship’s Insurances then the Agent shall be provided promptly with such a report.

24.17.2 The following such reports shall be provided at no cost to the Agent or (if the Agent obtains such a report itself) the Borrowers shall reimburse the Agent for the cost of obtaining that report:

(a) one such report per calendar year;

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(b) one further such report following any material change (in the opinion of the Agent acting on the instructions of the Majority Lenders (acting reasonably)) to the Ship’s Insurances; or

(c) any further such reports requested at any time during which a Default has occurred and is continuing.

24.17.3 The cost of any reports requested by the Agent under clause 24.17.1 in excess of those for the account of the Borrowers under clause 24.17.2 shall be for the account of the Lenders but the Borrowers shall nonetheless provide the Agent with such information as it requires in order to obtain such a report.

24.18 Collection of claims

All documents and other information and all assistance required by the Agent to assist it and/or the Security Agent in trying to collect or recover any claims under the Ship’s Insurances shall be provided promptly.

24.19 Employment of Ship

The Ship shall only be employed or operated in conformity with the terms of the Ship’s Insurances (including any express or implied warranties) and not in any other way (unless the insurers have consented and any additional requirements of the insurers have been satisfied).

24.20 Declarations and returns

If any of the Ship’s Insurances are on terms that require a declaration, certificate or other document to be made or filed before the Ship sails to, or operates within, an area, those terms shall be complied with within the time and in the manner required by those Insurances.

24.21 Application of recoveries

All sums paid under the Ship’s Insurances to anyone other than the Security Agent shall be applied in repairing the damage and/or in discharging the liability in respect of which they have been paid except to the extent that the repairs have already been paid for and/or the liability already discharged.

24.22 Settlement of claims

Any claim under the Ship’s Insurances for a Total Loss or Major Casualty shall only be settled, compromised or abandoned with prior approval of the Lenders (which approval, in the case of a Major Casualty and provided there is no Default which is continuing, shall not be unreasonably withheld or delayed).

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24.23 Change in insurance requirements

If the Agent (acting on the instructions of the Majority Lenders) gives notice to the Borrowers to change the terms and requirements of this clause 24 (which the Agent may only do, in such manner as it considers appropriate, as a result in changes of circumstances or practice after the date of this Agreement and in order to better align the terms and requirements of this clause 24 with the then current market practice within the shipping finance industry for ships of the type of the Ships), this clause 24 shall be modified in the manner so notified by the Agent on the date 14 days after such notice from the Agent is received.

25 Minimum security value

Each Borrower undertakes that this clause 25 will be complied with throughout any Mortgage Period.

25.1 Valuation of assets

For the purpose of the Finance Documents, the value at any time of any Mortgaged Ship or any other asset over which additional security is provided under this clause 25 will be its value as most recently determined in accordance with this clause 25 or, if no such value has been obtained, its value under any valuation provided pursuant to clause 4 (Conditions of Utilisation).

25.2 Valuation frequency

Valuation of each Mortgaged Ship and each such other asset in accordance with this clause 25 may be required by the Agent, KEXIM or K-Sure at any time.

25.3 Expenses of valuation

The Borrowers shall bear, and reimburse to the Agent where incurred by the Agent, all costs and expenses of providing:

(a) in the calendar year in which a Mortgaged Ship’s Delivery Date occurred, one set of valuations of that Mortgaged Ship (which shall not include the costs and expenses of providing any valuations required under clause 4 (Conditions of Utilisation) which shall also be for the account of the Borrowers)

(b) in any other calendar year, two sets of valuations of each Mortgaged Ship which is not owned by a Relevant Borrower per calendar year and one set of valuations of each Mortgaged Ship which is owned by a Relevant Borrower per calendar year (which shall, in each case, not include the costs and expenses of providing any valuations required

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under clause 4 (Conditions of Utilisation) which shall also be for the account of the Borrowers);

(c) in addition to those referred to in (a) above, any sets of valuations carried out at any time when an Event of Default has occurred and is continuing;

(d) in addition to those referred to in (a) above, any sets of valuations requested by the Agent (acting on the instructions of the Majority Lenders), KEXIM or K-Sure in connection with any Utilisation and carried out not more than 20 days prior to the Utilisation Date for such Utilisation.

25.4 Valuations procedure

The value of any Mortgaged Ship shall be determined in accordance with, and by valuers approved and appointed in accordance with, this clause 25. Additional security provided under this clause 25 shall be valued in such a way, on such a basis and by such persons (including the Agent itself) as may be approved (which approval shall not be unreasonably withheld) by the Lenders and K-Sure or as may be agreed in writing by the Borrowers and the Agent (on the instructions of the Lenders). Where additional security is held as security for more than one Advance, the Agent shall allocate the value of such security as between the affected Advances pro-rata to the shortfall of such affected Advances.

25.5 Currency of valuation

Valuations shall be provided by valuers in dollars or, if a valuer is of the view that the relevant type of vessel is generally bought and sold in another currency, in that other currency. If a valuation is provided in another currency, for the purposes of this Agreement it shall be converted into dollars at the Agent's spot rate of exchange for the purchase of dollars with that other currency as at the date to which the valuation relates.

25.6 Basis of valuation

Each valuation will be addressed to the Agent in its capacity as such and made:

(a) without physical inspection (unless required by the Agent);

(b) on the basis of a sale for prompt delivery for a price payable in full in cash on delivery at arm's length on normal commercial terms between a willing buyer and a willing seller; and

(c) without taking into account the benefit or the burden of any charter commitment.

25.7 Information required for valuation

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The Borrowers shall promptly provide to the Agent and any such valuer any information which they reasonably require for the purposes of providing such a valuation.

25.8 Approval of valuers

All valuers must have been approved (which approval shall not be unreasonably withheld). The Agent may (acting on the instructions of the Majority Lenders, KEXIM and K-Sure) from time to time notify the Borrowers of approval of one or more independent ship brokers as valuers for the purposes of this clause 25. The Agent shall (following receipt of instructions of the Majority Lenders, KEXIM and K-Sure) respond promptly to any request by the Borrowers for approval of a broker nominated by the Borrowers. The Agent may (acting on the instructions of the Majority Lenders, KEXIM and K-Sure) at any time by notice to the Borrowers withdraw any previous approval of a valuer for the purposes of future valuations. That valuer may not then be appointed to provide valuations unless it is once more approved. If the Agent has not approved at least three brokers as valuers at a time when a valuation is required under this clause 25, the Agent shall (acting on the instructions of the Majority Lenders, KEXIM and K-Sure) promptly notify the Borrowers of the names of at least three valuers which are approved (which approval shall not be unreasonably withheld). The approved valuers as at the date of this Agreement are RS Platou ASA, Clarkson plc, Braemar Seascope Limited and Fearnleys AS.

25.9 Appointment of valuers

When a valuation is required for the purposes of this clause 25, the Agent (acting on the instructions of the Majority Lenders, KEXIM and K-Sure) or, if so approved (which approval shall not be unreasonably withheld) at that time, the Borrowers shall promptly appoint approved valuers to provide such a valuation. If the Borrowers are approved to appoint valuers but fail to do so promptly, the Agent may appoint approved valuers to provide that valuation.

25.10 Number of valuers

Each valuation must be carried out by two approved valuers of whom one shall be nominated by the Agent and the other by the Borrowers. If the Borrowers fail promptly to nominate a second valuer then the Agent may (acting on the instructions of the Majority Lenders) nominate the second valuer.

25.11 Differences in valuations

If valuations provided by individual valuers differ, the value of the relevant Mortgaged Ship for the purposes of the Finance Documents will be the mean average of those valuations and, if any valuer provides a range of values for a Mortgaged Ship, the value of such Mortgaged Ship for the purposes of the Finance Documents will be the mean average of the values comprising such range. If the higher of the two valuations obtained pursuant to clause 25.10 is more than 110 per cent of the

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lower of the two valuations then a third valuation may be obtained by the Agent (acting on the instructions of the Majority Lenders) from a third approved valuer and the value of the relevant ship for the purposes of the Finance Documents will be the mean average of those three valuations

25.12 Security shortfall

25.12.1 If at any time the Security Value is less than the Minimum Value, the Agent may, and shall, if so directed by the Majority Lenders, by notice to the Borrowers require that such deficiency be remedied. The Borrowers shall then within 30 days of receipt of such notice ensure that the Security Value equals or exceeds the Minimum Value. For this purpose, the Borrowers may:

(a) provide additional security over other assets approved by the Lenders and K-Sure in accordance with this clause 25; and/or

(b) cancel part of the affected Advance or Advances under clause 7.6 (Voluntary cancellation) and prepay under clause 7.7 (Voluntary prepayment).

25.12.2 Any cancellation or prepayment pursuant to clause 25.12.1(b) shall be made:

(a) on not less than on five Business Days' notice instead of the period required by clauses 7.6 (Voluntary cancellation) and 7.7 (Voluntary prepayment);

(b) without any requirement as to any minimum amount required by clauses 7.6 (Voluntary cancellation) and 7.7 (Voluntary prepayment); and

(c) such that any such cancellation and prepayment shall be applied in relation to the affected Advance or Advances only. Therefore (i) any cancellation of part of an Advance pursuant to this clause 25.12 shall reduce the Total Commitments by the same amount and shall reduce the Commitments and the Facility Commitments forming part of that Advance pro rata and (ii) any prepayment of part of an Advance pursuant to this clause 25.12 shall be applied to each Loan pro rata but against that Advance only.

25.13 Creation of additional security

The value of any additional security which the Borrowers offer to provide to remedy all or part of a shortfall in the amount of the Security Value will only be taken into account for the purposes of determining the Security Value if and when:

(a) that additional security, its value and the method of its valuation have been approved by the Lenders and K-Sure;

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(b) if applicable, the Agent has allocated the value of such additional security between any Advances in respect of which such security has been granted in the manner provided under clause 25.4;

(c) a Security Interest over that security has been constituted in favour of the Security Agent or (if appropriate) the Finance Parties in an approved form and manner;

(d) this Agreement has been unconditionally amended in such manner as the Agent requires in consequence of that additional security being provided; and

(e) the Agent, or its duly authorised representative, has received such documents and evidence it may require in relation to that amendment and additional security including documents and evidence of the type referred to in Schedule 3 in relation to that amendment and additional security and its execution and (if applicable) registration.

26 Chartering undertakings

Each Borrower undertakes that this clause 26 will be complied with in relation to each Mortgaged Ship which is subject to a Charter and its Charter Documents throughout the relevant Ship's Mortgage Period.

26.1 Variations

Except with approval (which approval shall not be unreasonably withheld or delayed), the Charter Documents shall not be varied.

26.2 Releases and waivers

Except with approval (which approval shall not be unreasonably withheld or delayed), there shall be no release by the relevant Owner of any obligation of any other person under the Charter Documents (including by way of novation), no waiver of any breach of any such obligation and no consent to anything which would otherwise be such a breach.

26.3 Termination by relevant Owner

Except with approval, the relevant Owner shall not terminate or rescind any Charter Document or withdraw the Ship from service under the Charter or take any similar action.

26.4 Charter performance

The relevant Owner shall perform its obligations under the Charter Documents and use its best endeavours to ensure that each other party to them performs their obligations under the Charter Documents.

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26.5 Notice of assignment

The relevant Owner shall give notice of assignment of the Charter Documents to the other parties to them in the form specified by the relevant Charter Assignment and shall ensure that the Agent receives a copy of that notice acknowledged by each addressee in the form specified therein promptly thereafter.

26.6 Payment of Charter Earnings

All Earnings which the relevant Owner is entitled to receive under the Charter Documents shall be paid into the relevant Owner’s Earnings Account or, following an Event of Default, in the manner required by the Security Documents.

27 Bank accounts

Each Borrower undertakes that this clause 27 will be complied with throughout the Facility Period.

27.1 Earnings Account

27.1.1 An Obligor or all of the Obligors jointly shall be the holder(s) of one or more Accounts with an Account Bank which is designated as an "Earnings Account" for the purposes of the Finance Documents.

27.1.2 The Earnings of the Mortgaged Ships and all moneys payable to the relevant Owner under the Ship’s Insurances and any net amount payable to the Borrowers under any Hedging Contract shall be paid by the persons from whom they are due to an Earnings Account unless required to be paid to the Security Agent under the relevant Finance Documents.

27.1.3 The relevant Account Holder(s) shall not withdraw amounts standing to the credit of an Earnings Account except as permitted by clause 27.1.4.

27.1.4 If there is no continuing Default or Event of Default and subject as otherwise prohibited under this Agreement, the Borrowers shall be entitled to deal freely with amounts standing to the credit of any Earnings Accounts for which it is the Account Holder, unless, if as a result of any such disposition, a Default or Event of Default would occur.

27.2 Blocked Deposit Account

27.2.1 Each Borrower shall be the holder of one or more Accounts with the Account Bank which is designated as a “Blocked Deposit Account” for the purposes of the Finance Documents.

27.2.2 There shall be paid into the relevant Blocked Deposit Account such amounts as are required to be paid in accordance with clause 20.2.2.

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27.2.3 TheBorrowers shall only be entitled to withdraw amounts standing to the credit of a Blocked Deposit Account in accordance with clause 20.2.3 and shall not withdraw amounts standing to the credit of a Blocked Deposit Account at any time when an Event of Default has occurred which is continuing.

27.3 Other provisions

27.3.1 An Account may only be designated for the purposes described in this clause 27 if:

(a) it is situated in a jurisdiction acceptable to the Lenders and K-Sure;

(b) such designation is made in writing by the Agent and acknowledged by the Borrowers and specifies the name and address of the Account Bank and the number and any designation or other reference attributed to the Account;

(c) an Account Security has been duly executed and delivered by therelevant Account Holder in favour of the Security Agent;

(d) any notice required by the Account Security to be given to an Account Bank has been given to, and acknowledged by, the Account Bank in the form required by the relevant Account Security; and

(e) the Agent, or its duly authorised representative, has received such documents and evidence it may require in relation to the Account and the Account Security including documents and evidence of the type referred to in Schedule 3 in relation to the Account and the relevant Account Security.

27.3.2 The rates of payment of interest and other terms regulating any Account will be a matter of separate agreement between the relevant Account Holder(s) and an Account Bank. If an Account is a fixed term deposit account, the relevant Account Holder(s) may select the terms of deposits until the relevant Account Security has become enforceable and the Security Agent directs otherwise.

27.3.3 Therelevant Account Holder(s) shall not close any Account or alter the terms of any Account from those in force at the time it is designated for the purposes of this clause 27 or waive any of its rights in relation to an Account except with approval (which approval, except in the case of a closure of an Account, shall not be unreasonably withheld or delayed).

27.3.4 Therelevant Account Holder(s) shall deposit with the Security Agent all certificates of deposit, receipts or other instruments or securities relating to any Account, notify the Security Agent of any claim or notice relating to an Account from any other party and provide the Agent with any other information it may request concerning any Account.

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27.3.5 Each of the Agent and the Security Agent agrees that if it is an Account Bank in respect of an Account then there will be no restrictions on creating a Security Interest over that Account as contemplated by this Agreement and it shall not exercise any right of combination, consolidation or set-off which it may have in respect of that Account in a manner adverse to the rights of the other Finance Parties.

28 Business restrictions

Except as otherwise approved by the Majority Lenders, KEXIM and K-Sure, each Borrower undertakes that this clause 28 will be complied with by and in respect of each Borrower (or in the case of clauses 28.8, 28.12 and 28.13, each Obligor) throughout the Facility Period.

28.1 General negative pledge

28.1.1 No Borrower shall permit any Security Interest to exist, arise or be created or extended over all or any part of its assets.

28.1.2 Clause 28.1.1 above does not apply to any Security Interest, listed below:

(a) those granted or expressed to be granted by any of the Security Documents;

(b) Permitted Security Interests;

(c) (except in relation to Charged Property) any other lien arising by operation of law in the ordinary course of trading and not as a result of any default or omission by any Borrower.

28.2 Transactions similar to security

28.2.1 Without prejudice to clause 28.3 (Financial Indebtedness) and 28.6 (Disposals), the Borrowers shall not;

(a) sell, transfer or otherwise dispose of any of its assets on terms whereby that asset is or may be leased to, or re-acquired by, any Affiliate other than pursuant to disposals permitted under clause 28.6 (Disposals);

(b) sell, transfer, factor or otherwise dispose of any of its receivables on recourse terms (except for the discounting of bills or notes in the ordinary course of business);

(c) enter into any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to a combination of accounts; or

(d) enter into any other preferential arrangement having a similar effect.

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28.2.2 Clause 28.2.1 above does not apply to an arrangement or transaction listed below:

(a) those granted or expressed to be granted by any of the Security Documents;

(b) Permitted Security Interests;

(c) (except in relation to Charged Property) any other lien arising by operation of law in the ordinary course of trading and not as a result of any default or omission by any Borrower.

28.3 Financial Indebtedness

No Borrower shall incur or permit to exist, any Financial Indebtedness owed by it to anyone else except:

(a) Financial Indebtedness incurred under the Finance Documents and Hedging Contracts for Hedging Transactions entered into pursuant to clause 29.1 (Hedging);

(b) Financial Indebtedness owed to another Group Member provided that such Financial Indebtedness is fully subordinated to all amounts payable by the Borrowers under the Finance Documents and in a manner and on terms acceptable to all of the Lenders;

(c) Financial Indebtedness owed to trade creditors of the Group given in the ordinary course of its business; and

(d) Financial Indebtedness permitted under clause 28.4 (Guarantees).

28.4 Guarantees

No Borrower shall give or permit to exist, any guarantee by it in respect of indebtedness of any person or allow any of its indebtedness to be guaranteed by anyone else except:

(a) guarantees entered into under the Finance Documents;

(b) guarantees in favour of trade creditors of the Group given in the ordinary course of its business; and

(c) guarantees which are Financial Indebtedness permitted under clause 28.2 (Financial Indebtedness).

28.5 Bank accounts and financial transactions

No Borrower shall:

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(a) maintain any current or deposit account with a bank or financial institution except for the Accounts;

(b) hold cash in any account (other than an Account); or

(c) be party to any banking or financial transaction, whether on or off balance sheet, that is not expressly permitted under this clause 28 (Business restrictions).

28.6 Disposals

No Borrower shall enter into a single transaction or a series of transactions, whether related or not and whether voluntarily or involuntarily, to dispose of any asset except for any of the following disposals so long as they are not prohibited by any other provision of the Finance Documents:

(a) disposals of assets made in (and on terms reflecting) the ordinary course of trading of the disposing entity;

(b) disposals permitted by clauses 28.1 (General negative pledge) or 28.2 (Financial Indebtedness); and

(c) the application of cash or cash equivalents in the acquisition of assets or services in the ordinary course of its business.

28.7 Chartering-in

No Borrower shall charter-in or hire any vessel from any person.

28.8 Contracts and arrangements with Affiliates

No Obligor shall be party to any arrangement or contract with any of its Affiliates unless such arrangement or contract is on an arm's length basis.

28.9 Subsidiaries

No Borrower shall establish or acquire a company or other entity.

28.10 Acquisitions and investments

No Borrower shall acquire any person, business, assets or liabilities or make any investment in any person or business or enter into any joint-venture arrangement, without the approval of all of the Lenders, except:

(a) capital expenditures or investments related to maintenance of a Ship in the ordinary course of its business;

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(b) acquisitions of assets in the ordinary course of business (not being new businesses or vessels);

(c) the incurrence of liabilities in the ordinary course of its business;

(d) any loan or credit permitted under this Agreement; or

(e) pursuant to any Transaction Documents to which it is party.

28.11 Reduction of capital

No Borrower shall redeem or purchase or otherwise reduce any of its equity or any other share capital or any warrants or any uncalled or unpaid liability in respect of any of them or reduce the amount (if any) for the time being standing to the credit of its share premium account or capital redemption or other undistributable reserve in any manner unless permitted pursuant to clause 28.12 (Distributions and other payments).

28.12 Distributions and other payments

No Obligor shall:

(a) declare or pay (including by way of set-off, combination of accounts or otherwise) any dividend or redeem or make any other distribution or payment (whether in cash or in specie), including any interest and/or unpaid dividends, in respect of its equity or any other share capital or any warrants for the time being in issue; or

(b) make any payment (including by way of set-off, combination of accounts or otherwise) by way of interest, or repayment, redemption, purchase or other payment, in respect of any shareholder loan, loan stock or similar instrument;

except, in the case of the Borrowers, to its Holding Company and, in the case of each Obligor, unless no Default and/or Event of Default is continuing or would occur as a result of the declaration or payment.

28.13 Application of FATCA

The Borrowers shall promptly notify the Agent if any Obligor becomes or ceases to be a FATCA FFI or a US Tax Obligor, provided that, in the absence of dishonesty, wilful misconduct or gross negligence and without prejudice to any other remedies available to the Finance Parties, a breach of this clause 28.13 shall be disregarded for the purpose of determining whether an Event of Default or Default has occurred

29 Hedging Contracts

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Each Borrower undertakes that this clause 29 will be complied with throughout the Facility Period.

29.1 Hedging

29.1.1 If, at any time during the Facility Period, a Borrower wishes to enter into any Treasury Transaction so as to hedge all or any part of its exposure under this Agreement to interest rate fluctuations, they shall advise the Agent in writing.

29.1.2 The Borrowers agree that they shall not enter into a speculative hedging transaction (which would include hedging transactions which are: (a) not entered into to hedge a real risk or exposure which the Borrowers have or (b) entered into by the Borrowers for the main purpose of financial losses or gains) under any Treasury Transaction with a Hedging Provider.

29.1.3 Subject to clause 29.1.5, any such Treasury Transaction shall be concluded with a Hedging Provider on the terms of the Hedging Master Agreement with that Hedging Provider but (except with the approval of the Majority Lenders) no such Treasury Transaction shall be concluded unless:

(a) its purpose is to hedge a Borrower’s interest rate risk in relation to borrowings under this Agreement for a period exceeding 12 months expiring no later than the Final Maturity Date;

(b) interest under such Treasury Transaction is payable at 6 monthly intervals;

(c) its notional principal amount, when aggregated with the notional principal amount of any other continuing Hedging Contracts, does not and will not exceed the Advances as then scheduled to be repaid pursuant to clause 6.2; and

(d) it is approved (which approval shall not be unreasonably withheld or delayed).

29.1.4 If and when any such Treasury Transaction has been concluded with a Hedging Provider, it shall constitute a Hedging Contract for the purposes of the Finance Documents.

29.1.5 If a reputable bank or financial institution (which is not a Hedging Provider) has agreed to enter into a Treasury Transaction to hedge all or any part of a Borrower’s exposure under this Agreement to interest rate fluctuations on terms which are better than those offered by a Hedging Provider and each Hedging Provider (having been provided with full details of the terms on which such reputable bank or financial institution has agreed to enter into such a Treasury Transaction) has confirmed that it is not willing to match such terms, that Borrower shall be entitled to enter into the Treasury Transaction with that reputable bank or financial institution on those terms.

29.1.6 The Borrowers shall notify the Agent not less than five days in advance of entering into any Treasury Transaction pursuant to clause 29.1.5 together with the details of such Treasury Transaction, and clauses 29.2 to 29.8 shall apply to any such Treasury Transaction as if all references to a “Hedging Master Agreement”, “Hedging Contracts” and “Hedging Transactions”

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where references to the equivalent documents or transactions in respect of such Treasury Transaction.

29.1.7 The Borrowers shall, if requested to do so, enter into such deeds or other instruments as may be required to confer a Security Interest over the Borrowers’ rights under any Treasury Transaction entered into pursuant to clause 29.1.5 in favour of the Security Agent equivalent to the Security Interest conferred by the Hedging Contract Security.

29.1.8 The Lenders and K-Sure agree to consider, in good faith, any request from a Borrower that a Security Interest be granted over the Ship owned by that Borrower and/or its interests in that Ship’s Insurances and Requisition Compensation to secure any Treasury Transaction entered into pursuant to clause 29.1.5. Any approval of such Security Interests shall, in addition to any other conditions imposed by the Lenders and K-Sure, be further conditional on such Security Interests being fully subordinated to the amounts payable by the Borrowers under the Finance Documents in a manner and on terms acceptable to all the Lenders.

29.1.9 The Borrower shall, promptly upon entry into any Confirmation under a Hedging Contract delivery to the Agent to the Agent an original or certified copy of such Confirmation.

29.2 Unwinding of Hedging Contracts

If, at any time, and whether as a result of any prepayment (in whole or in part) of a Facility or any cancellation (in whole or in part) of any Commitment or Facility Commitment or otherwise, the aggregate notional principal amount under all Hedging Transactions in respect of an Advance entered into by the Borrowers exceed or will exceed the amount of that Advance outstanding at that time after such prepayment or cancellation, then (unless otherwise approved by the Majority Lenders) the Borrowers shall immediately close out and terminate sufficient Hedging Transactions as are necessary to ensure that the aggregate notional principal amount under the remaining continuing Hedging Transactions in respect of that Advance equals, and will in the future be equal to, the amount of that Advance at that time and as scheduled to be repaid from time to time thereafter pursuant to clause 6.2.

29.3 Variations

Except with approval (which approval shall not be unreasonably withheld or delayed) or as required by clause 29.2 (Unwinding of Hedging Contracts), any Hedging Master Agreement and the Hedging Contracts shall not be varied.

29.4 Releases and waivers

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Except with approval, there shall be no release by the Borrowers of any obligation of any other person under the Hedging Contracts (including by way of novation), no waiver of any breach of any such obligation and no consent to anything which would otherwise be such a breach.

29.5 Assignment of Hedging Contracts by Borrowers

Except with approval or by the Hedging Contract Security, no Borrower shall assign or otherwise dispose of its rights under any Hedging Contract.

29.6 Termination of Hedging Contracts by Borrowers

Except with approval, no Borrower shall terminate or rescind any Hedging Contract or close out or unwind any Hedging Transaction except in accordance with clause 29.2 (Unwinding of Hedging Contracts) for any reason whatsoever.

29.7 Performance of Hedging Contracts by Borrowers

The Borrowers shall perform its obligations under the Hedging Contracts.

29.8 Information concerning Hedging Contracts

The Borrowers shall provide the Agent with any information it may request concerning any Hedging Contract, including all reasonable information, accounts and records that may be necessary or of assistance to enable the Agent to verify the amounts of all payments and any other amounts payable under the Hedging Contracts.

30 Events of Default

Each of the events or circumstances set out in clauses 30.1 to 30.21 is an Event of Default.

30.1 Non-payment

An Obligor does not pay on the due date any amount payable pursuant to a Finance Document at the place at and in the currency in which it is expressed to be payable provided however that no Event of Default shall occur if a Payment Disruption Event has occurred and such payment is made within three Business Days of the due date.

30.2 Hedging Contracts

30.2.1 An Event of Default (as defined in any Hedging Master Agreement) has occurred and is continuing under any Hedging Contract.

30.2.2 An Early Termination Date (as defined in any Hedging Master Agreement) has occurred or been or become capable of being effectively designated under any Hedging Contract.

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30.2.3 A person entitled to do so gives notice of such an Early Termination Date under any Hedging Contract except with approval or as may be required by clause 29.2 (Unwinding of Hedging Contracts).

30.2.4 Any Hedging Contract is terminated, cancelled, suspended, rescinded or revoked or otherwise ceases to remain in full force and effect for any reason except with approval or as may be required by clause 29.2 (Unwinding of Hedging Contracts).

30.3 Financial covenants

The Borrowers, the Parent and/or Golar MLP, as the case may be, does not comply with clause 20 (Financial covenants) or clause 19.1 (Financial statements).

30.4 Value of security

The Borrowers do not comply with clause 25.12 (Security shortfall).

30.5 Insurance

30.5.1 The Insurances of a Mortgaged Ship are not placed and kept in force in the manner required by clause 24 (Insurance).

30.5.2 Any insurer either:

(a) cancels any such Insurances; or

(b) disclaims liability under them by reason of any mis-statement or failure or default by any person.

30.6 Other obligations

30.6.1 An Obligor does not comply with any provision of the Finance Documents (other than those referred to in clauses 30.1 (Non-payment), 30.2 (Hedging Contracts), 30.3 (Financial covenants), 30.4 (Value of security) and 30.5 (Insurance)).

30.6.2 No Event of Default under clause 30.6.1 above will occur if the Agent (acting on the instructions of the Majority Lenders) considers that the failure to comply is capable of remedy and the failure is remedied within ten Business Days of the earlier of (A) the Agent giving notice to the Borrowers and (B) any of the Borrowers becoming aware of the failure to comply.

30.7 Misrepresentation

Any representation or statement made or deemed to be made by an Obligor in the Finance Documents or any other document delivered by or on behalf of any Obligor under or in connection

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with any Finance Document is or proves to have been incorrect or misleading to a material extent when made or deemed to be made.

30.8 Cross default

30.8.1 Any Financial Indebtedness of any Group Member or, after the first Drop-down, any Group Member, Golar MLP, any Holding Company of a Relevant Borrower or any Relevant Borrower is not paid when due nor within any originally applicable grace period.

30.8.2 Any Financial Indebtedness of any Group Member or, after the first Drop-down, any Group Member, Golar MLP, any Holding Company of a Relevant Borrower or any Relevant Borrower is declared to be or otherwise becomes due and payable prior to its specified maturity as a result of an event of default (however described).

30.8.3 Any commitment for any Financial Indebtedness of any Group Member or, after the first Drop-down, any Group Member, Golar MLP, any Holding Company of a Relevant Borrower or any Relevant Borrower is cancelled or suspended by a creditor of that Group Member, Golar MLP, that Holding Company or that Relevant Borrower as a result of an event of default (however described).

30.8.4 The counterparty to a Treasury Transaction entered into by any Group Member or, after the first Drop-down, any Group Member, Golar MLP, any Holding Company of a Relevant Borrower or any Relevant Borrower becomes entitled to terminate that Treasury Transaction early by reason of an event of default (however described).

30.8.5 Any creditor of any Group Member or, after the first Drop-down, any Group Member, Golar MLP, any Holding Company of a Relevant Borrower or any Relevant Borrower becomes entitled to declare any Financial Indebtedness of that Group Member, Golar MLP, that Holding Company or that Relevant Borrower due and payable prior to its specified maturity as a result of an event of default (however described).

30.8.6 No Event of Default will occur under this clause 30.8 if the aggregate amount of Financial Indebtedness or commitment for Financial Indebtedness falling within clauses 30.8.1 to 30.8.5 above is less than $10,000,000 (or its equivalent in any other currency or currencies).

30.9 Insolvency

30.9.1 A Group Member or, after the first Drop-down, a Group Member or a Golar MLP Group Member is unable or admits inability to pay its debts as they fall due, is deemed to, or is declared to, be unable to pay its debts under applicable law, suspends making payments on any of its debts or, by reason of actual or anticipated financial difficulties, commences negotiations with one or more of its creditors (excluding any Finance Party in its capacity as such) with a view to rescheduling any of its indebtedness.

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30.9.2 The value of the assets of any Group Member or, after the first Drop-down, any Group Member or any Golar MLP Group Member is less than its liabilities (taking into account contingent and prospective liabilities).

30.9.3 A moratorium is declared in respect of any indebtedness of any Group Member or, after the first Drop-down, any Group Member or any Golar MLP Group Member. If a moratorium occurs, the ending of the moratorium will not remedy any Event of Default caused by that moratorium.

30.10 Insolvency proceedings

30.10.1 Any corporate action, legal proceedings or other procedure or step is taken in relation to:

(a) the suspension of payments, a moratorium of any indebtedness, winding-up, dissolution, administration or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise) of any Group Member or, after the first Drop-down, any Golar MLP Group Member other than a solvent liquidation or reorganisation of any Group Member or, after the first Drop-down, any Golar MLP Group Member which is not an Obligor;

(b) a composition, compromise, assignment or arrangement with any creditor of any Group Member or, after the first Drop-down, any Golar MLP Group Member;

(c) the appointment of a liquidator (other than in respect of a solvent liquidation of a Group Member or, after the first Drop-down, any Golar MLP Group Member which is not an Obligor), receiver, administrator, administrative receiver, compulsory manager or other similar officer in respect of any Group Member or, after the first Drop-down, any Golar MLP Group Member or any of its assets (including the directors of any Group Member or, after the first Drop-down, any Golar MLP Group Member requesting a person to appoint any such officer in relation to it or any of its assets); or

(d) enforcement of any Security Interest over any assets of any Group Member or, after the first Drop-down, any Golar MLP Group Member,

or any analogous procedure or step is taken in any jurisdiction.

30.10.2 Clause 30.10.1 shall not apply to any winding-up petition (or analogous procedure or step) which is frivolous or vexatious and is discharged, stayed or dismissed within five days of commencement or, if earlier, the date on which it is advertised.

30.11 Creditors' process

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30.11.1 Any expropriation, attachment, sequestration, distress, execution or analogous process affects any asset or assets of any Group Member or, after the first Drop-down, any Golar MLP Group Member and is not discharged within seven days.

30.11.2 Any judgment or order for an amount is made against any Group Member or, after the first Drop-down, any Golar MLP Group Member and is not stayed or complied with within seven days.

30.11.3 No Event of Default will occur under this clause 30.11 if, in relation to clause 30.11.1 above, the value of such asset or assets is or, in relation to clause 30.11.2 above, such amount is less than $10,000,000 (or its equivalent in any other currency or currencies).

30.12 Cessation of business

Any Borrower or any Group Member whose assets are, in the opinion of the Agent (acting on the instructions of the Majority Lenders, acting reasonably), valued in excess of $10,000,000 suspends or ceases to carry on (or threatens to suspend or cease to carry on) all or a material part of its business.

30.13 Ownership of the Obligors

Any Borrower is not or ceases to be a wholly-owned Subsidiary of the Parent, unless that Borrower becomes a wholly-owned Subsidiary of Golar MLP, Provided always that if the shares in any Borrower are to become legally and/or beneficially owned by a Golar MLP Group Member, Golar MLP must (as a condition of the transfer to the relevant Golar MLP Group Member) (i) deliver to the Agent such documents as the Agent may (acting on the instructions of the Majority Lenders) so require, including (without limitation) any and all corporate authorisations for any relevant Golar MLP Group Member of the nature described in Schedule 3, Part 1, paragraph 1 (Original Obligors’ corporate documents) required by the Agent, any legal opinions required by the Agent and, if applicable, replacement Share Security from the new Holding Company of that Borrower and (ii) provide the Agent with at least 30 days prior notice of the date on which it is intended that the transfer to the relevant Golar MLP Group Member.

30.14 Repudiation and rescission of Finance Documents

An Obligor rescinds or purports to rescind or repudiates or purports to repudiate a Finance Document or evidences an intention to rescind or repudiate a Finance Document.

30.15 Litigation

Any litigation, alternative dispute resolution, arbitration or administrative proceeding is taking place, or threatened against any Obligor or other Group Member or any of its assets, rights or revenues

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which, if adversely determined, would involve a liability exceeding $10,000,000 (or its equivalent in other currencies).

30.16 Material Adverse Effect

Any Environmental Incident or other event or circumstance or series of events (including any change of law) occurs which the Majority Lenders reasonably believe has, or is reasonably likely to have, a Material Adverse Effect.

30.17 Security enforceable

Any Security Interest (other than a Permitted Maritime Lien) in respect of Charged Property becomes enforceable.

30.18 Arrest of Ship

Any Mortgaged Ship is arrested, confiscated, seized, taken in execution, impounded, forfeited, detained in exercise or purported exercise of any possessory lien or other claim and the relevant Owner fails to procure the release of such Ship within a period of 30 days thereafter (or such longer period as may be approved) or, in the case of seizure or detention of the Ship as a result of piracy within a period of 365 days thereafter.

30.19 Ship registration

Except with approval of the Lenders and K-Sure, the registration of any Mortgaged Ship under the laws and flag of its Flag State is cancelled or terminated or, where applicable, not renewed or, if such Mortgaged Ship is only provisionally registered on the date of its Mortgage, such Ship is not permanently registered under such laws within 90 days of such date.

30.20 Political risk

The Flag State of any Mortgaged Ship or any Relevant Jurisdiction of an Obligor becomes involved in hostilities or civil war or there is a seizure of power in the Flag State or any such Relevant Jurisdiction by unconstitutional means if, in any such case, such event or circumstance, in the reasonable opinion of the Agent, has or is reasonably likely to have, a Material Adverse Effect and, within 14 days of notice from the Agent to do so, such action as the Agent may require to ensure that such event or circumstance will not have such an effect has not been taken by the Borrowers.

30.21 Sanctions

An Obligor is designated as a “designated person” under CISADA.

30.22 Acceleration

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On and at any time after the occurrence of an Event of Default which is continuing the Agent may, and shall if so directed by the Majority Lenders, by notice to the Borrowers:

(a) cancel the Total Commitments at which time they shall immediately be cancelled; and/or

(b) declare that all or part of the Advances, together with accrued interest, and all other amounts accrued or outstanding under the Finance Documents be immediately due and payable, at which time they shall become immediately due and payable; and/or

(c) declare that all or part of the Advances be payable on demand, at which time they shall immediately become payable on demand by the Agent on the instructions of the Majority Lenders; and/or

(d) declare that no withdrawals be made from any Account; and/or

(e) exercise or direct the Security Agent and/or any other beneficiary of the Security Documents to exercise any or all of its rights, remedies, powers or discretions under the Finance Documents.

31 Position of Hedging Provider

31.1 Rights of Hedging Provider

Each Hedging Provider is a Finance Party and as such, will be entitled to share in the security constituted by the Security Documents in respect of any liabilities of the Borrowers under the Hedging Contracts with such Hedging Provider in the manner and to the extent contemplated by the Finance Documents.

31.2 No voting rights

No Hedging Provider shall be entitled to vote on any matter where a decision of the Lenders alone is required under this Agreement, whether before or after the termination or close out of the Hedging Contracts with such Hedging Provider, provided that each Hedging Provider shall be entitled to vote on any matter where a decision of all the Finance Parties is expressly required.

31.3 Acceleration and enforcement of security

Neither the Agent nor the Security Agent or any other beneficiary of the Security Documents shall be obliged, in connection with any action taken or proposed to be taken under or pursuant to clause 30 (Events of Default) or pursuant to the other Finance Documents, to have any regard to the requirements of the Hedging Provider except to the extent that the relevant Hedging Provider is also a Lender.

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31.4 Close out of Hedging Contracts

31.4.1 No Hedging Provider shall be entitled to terminate or close out any Hedging Contract or any Hedging Transaction under it prior to its stated maturity except:

(a) if, following the occurrence of any Event of Default or Termination Event (as each such expression is defined in the Hedging Master Agreements), the relevant Hedging Provider is entitled to terminate or close out the relevant Hedging Transaction pursuant to the relevant Hedging Contract.; or

(b) if the Agent takes any action under clause 30.22; or

(c) if the Loans and other amounts outstanding under the Finance Documents (other than amounts outstanding under the Hedging Contracts) have been repaid by the Borrowers in full.

31.4.2 If there is a net amount payable to a Borrower under a Hedging Transaction or a Hedging Contract upon its termination and close out, the relevant Hedging Provider shall forthwith pay that net amount (together with interest earned on such amount) to the Security Agent for application in accordance with clause 34.26.1 (Order of application).

31.4.3 If a Default has occurred and is continuing and there is a net amount payable to a Hedging Provider under a Hedging Transaction or a Hedging Contract upon its termination and close out, the relevant Borrower(s) shall forthwith pay that net amount (together with interest earned on such amount) to the Agent for application in accordance with clause 37.5 (Partial payments).

1.1.1 31.4.4    No Hedging Provider (in any capacity) shall set-off any such net amount against or exercise any right of combination in respect of any other claim it has against a Borrower.

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SECTION 9 - CHANGES TO PARTIES

32 Changes to the Lenders

32.1 Assignments by the Lenders

Subject to this clause 32, a Lender (the Existing Lender) may assign any of its rights under this Agreement to another bank or financial institution or to a trust, fund or other entity which is regularly engaged in or established for the purpose of making, purchasing or investing in loans, securities or other financial assets (the New Lender).

32.2 Conditions of assignment

32.2.1 The consent of the Borrowers is required for an assignment by a Lender, unless (a) the assignment is to another Lender or K-Sure or an Affiliate of a Lender or K-Sure or (b) an Event of Default is continuing. The Agent will immediately advise the Borrowers of the assignment.

32.2.2 The Borrowers' consent to an assignment may not be unreasonably withheld or delayed and will be deemed to have been given 15 Business Days after the Lender has requested consent unless consent is expressly refused within that time.

32.2.3 An assignment will only be effective:

(a) on receipt by the Agent of written confirmation from the New Lender (in form and substance satisfactory to the Agent) that the New Lender will assume the same obligations to the Borrowers and the other Finance Parties as it would have been under if it was an Original Lender;

(b) on the New Lender entering into any documentation required for it to accede as a party to any Security Document to which the Original Lender is a party in its capacity as a Lender and, in relation to such Security Documents, completing any filing, registration or notice requirements;

(c) on the performance by the Agent of all necessary "know your customer" or other similar checks under all applicable laws and regulations relating to any person that it is required to carry out in relation to such assignment to a New Lender, the completion of which the Agent shall promptly notify to the Existing Lender and the New Lender; and

(d) if that Existing Lender assigns equal fractions of its participation in the Advances and each Utilisation (if any) under the Facilities. For the avoidance of doubt, the Existing Lender shall not be required to assign equal fractions of its Commitments in the Facilities.

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32.2.4 Each New Lender, by executing the relevant Transfer Certificate, confirms, for the avoidance of doubt, that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with the Finance Documents on or prior to the date on which the assignment becomes effective in accordance with the Finance Documents and that it is bound by that decision to the same extent as the Existing Lender would have been had it remained a Lender.

32.3 Fee

The New Lender (save K-Sure in respect of a transfer to it) shall, on the date upon which an assignment takes effect, pay to the Agent (for its own account) a fee of $3,000.

32.4 Limitation of responsibility of Existing Lenders

32.4.1 Unless expressly agreed to the contrary, an Existing Lender makes no representation or warranty and assumes no responsibility to a New Lender for:

(a) the legality, validity, effectiveness, adequacy or enforceability of the Finance Documents or any other documents;

(b) the financial condition of any Obligor;

(c) the performance and observance by any Obligor or any other person of its obligations under the Finance Documents or any other documents;

(d) the application of any Basel II Regulation or Basel III Regulation to the transactions contemplated by the Finance Documents; or

(e) the accuracy of any statements (whether written or oral) made in or in connection with any Finance Document or any other document,

and any representations or warranties implied by law are excluded.

32.4.2 Each New Lender confirms to the Existing Lender and the other Finance Parties that it:

(a) has made (and shall continue to make) its own independent investigation and assessment of:

(i) the financial condition and affairs of the Obligors and their related entities in connection with its participation in this Agreement; and

(ii) the application of any Basel II Regulation or Basel III Regulation to the transactions contemplated by the Finance Documents;

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and has not relied exclusively on any information provided to it by the Existing Lender or any other Finance Party in connection with any Finance Document;

(b) will continue to make its own independent appraisal of the application of any Basel II Regulation or Basel III Regulation to the transactions contemplated by the Finance Documents; and

(c) will continue to make its own independent appraisal of the creditworthiness of each Obligor and its related entities whilst any amount is or may be outstanding under the Finance Documents or any Commitment is in force.

32.4.3 Nothing in any Finance Document obliges an Existing Lender to:

(a) accept a re-assignment from a New Lender of any of the rights assigned under this clause 32 (Changes to the Lenders); or

(b) support any losses directly or indirectly incurred by the New Lender by reason of the non-performance by any Obligor of its obligations under the Finance Documents or by reason of the application of any Basel II Regulation to the transactions contemplated by the Finance Documents or otherwise.

32.5 Procedure for assignment

32.5.1 Subject to the conditions set out in clause 32.2 (Conditions of assignment)an assignment may be effected in accordance with clause 32.5.4 below when (a) the Agent executes an otherwise duly completed Transfer Certificate and (b) the Agent executes any document required under clause 32.2.3 which it may be necessary for it to execute in each case delivered to it by the Existing Lender and the New Lender duly executed by them and, in the case of any such other document, any other relevant person. The Agent shall, subject to clause 32.5.2, as soon as reasonably practicable after receipt by it of a Transfer Certificate and any such other document each duly completed, appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Transfer Certificate and such other document.

32.5.2 The Agent shall only be obliged to execute a Transfer Certificate delivered to it by the Existing Lender and the New Lender once it is satisfied it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to the assignment to such New Lender.

32.5.3 The Obligors and the other Finance Parties irrevocably authorise the Agent to execute any Transfer Certificate on their behalf without any consultations with them.

32.5.4 On the Transfer Date:

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(a) the Existing Lender will assign absolutely to the New Lender the rights under the Finance Documents expressed to be the subject of the assignment in the Transfer Certificate;

(b) the Existing Lender will be released by each Obligor and the other Finance Parties from the obligations owed by it (the Relevant Obligations) and expressed to be the subject of the release in the Transfer Certificate (but the obligations owed by the Obligors under the Finance Documents shall not be released); and

(c) the New Lender shall become a Party to the Finance Documents as a "Lender" and as a “KEXIM Facility Lender”, a “K-Sure Facility Lender” and/or a “Commercial Facility Lender” (as applicable) for the purposes of all the Finance Documents and will be bound by obligations equivalent to the Relevant Obligations.

32.5.5 Lenders may utilise procedures other than those set out in this clause 32.5 (Procedure for assignment) to assign their rights under the Finance Documents (but not, without the consent of the relevant Obligor or unless in accordance with clauses 32.5 (Procedure for assignment) to obtain a release by that Obligor from the obligations owed to that Obligor by the Lenders nor the assumption of equivalent obligations by a New Lender) provided that they comply with the conditions set out in clause 32.2 (Conditions of assignment).

32.6 Copy of Transfer Certificate to Borrowers

The Agent shall, as soon as reasonably practicable after it has executed a Transfer Certificate and any other document required under clause 32.2.3, send a copy of that Transfer Certificate and such other documents to the Borrowers.

32.7 Security over Lenders’ rights

In addition to the other rights provided to Lenders under this clause 32, each Lender may without consulting with or obtaining consent from an Obligor, at any time charge, assign or otherwise create a Security Interest in or over (whether by way of collateral or otherwise) all or any of its rights under any Finance Document to secure obligations of that Lender including, without limitation:

(a) any charge, assignment or other Security Interest to secure obligations to a federal reserve or central bank; and

(b) in the case of any Lender which is a fund, any charge, assignment or other Security Interest granted to any holders (or trustee or representatives of holders) of obligations owed, or securities issued, by that Lender as security for those obligations or securities, except that no such charge, assignment or Security Interest shall:

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(i) release a Lender from any of its obligations under the Finance Documents or substitute the beneficiary of the relevant charge, assignment or Security Interest for the Lender as a party to any of the Finance Documents; or

(ii) require any payments to be made by an Obligor other than or in excess of, or grant to any person any more extensive rights than, those required to be made or granted to the relevant Lender under the Finance Documents.

32.8 Transfer to K-Sure

32.8.1 If a K-Sure Facility Lender receives a payment from K-Sure under any K-Sure Insurance Policy in respect of its participation in the K-Sure Loan, then, to the extent that it is required to do so by K-Sure pursuant to the terms of the relevant K-Sure Insurance Policy, that K-Sure Facility Lender shall, at the cost of the Borrowers and without the Borrowers’ consent, transfer to K-Sure a part of its participation in the K-Sure Loan equal to the amount paid to it by K-Sure (but the transfer shall not limit the rights of that K-Sure Facility Lender to recover any remaining part of its participation in the K-Sure Loan or of any other moneys owing to it), Provided however that if K-Sure makes any payment to the K-Sure Facility Lenders under a K-Sure Insurance Policy:

(a) the obligations of the Obligors and the Finance Parties (and of any of them) under this Agreement and each of the Finance Documents shall not be discharged nor affected in any way;

(b) K-Sure shall be subrogated to the respective rights of the K-Sure Facility Lenders against the Obligors and the Finance Parties; and

(c) K-Sure shall be entitled to the extent of such payment to exercise the respective rights of the K-Sure Facility Lenders (whether present or future) against the Obligors and the Finance Parties (and against any of them) pursuant to this Agreement and the Finance Documents or any relevant laws and/or regulations unless and until such payment and the interest accrued thereon are fully reimbursed to K-Sure; and

(d) with respect to the obligations of the Obligors owed to the Finance Parties under the Finance Documents (or any of them), such obligations shall additionally be owed to K-Sure by way of subrogation of the rights of the Finance Parties.

32.8.2 Each of the K-Sure Facility Lenders agrees that as soon as K-Sure irrevocably and unconditionally pays in full all moneys due under a K-Sure Insurance Policy then each of the relevant K-Sure Facility Lenders shall promptly transfer to K-Sure 95 per cent of their respective K-Sure Facility Commitments in proportion to and in accordance with the schedule of payments made by K-Sure under the K-Sure Insurance Policy whereupon K-Sure shall, upon receipt by the Agent of a duly completed Transfer Certificate, and modified to the extent agreed between the Finance Parties and K-Sure for

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consistency with the terms and conditions of the K-sure Insurance Policy, be a transferee and as such shall be entitled to the rights and benefits of the K-Sure Facility Lenders under the Finance Documents to the extent of its participation. Notwithstanding any provisions to the contrary in any Finance Document, the Borrowers consent to such assignment and transfer.

32.8.3 The Borrowers shall indemnify K-Sure in respect of any costs or expenses (including legal fees) suffered or incurred by K-Sure in connection with the transfer referred to hereinabove or in connection with any review by K-Sure of any Default or dispute between the Borrowers and any of the Finance Parties occurring prior to the transfer referred to hereinabove.

32.9 Disclosure of information

32.9.1 Any Lender may disclose to any of its Affiliates and K-Sure and, in relation to (a) below, with the consent of the Borrowers (such consent not to be unreasonably withheld or delayed), to any other person:

(a) to (or through) whom that Lender assigns (or may potentially assign) all or any of its rights and obligations under the Finance Documents;

(b) with (or through) whom that Lender enters into (or may potentially enter into) any sub-participation in relation to, or any other transaction under which payments are to be made by reference to, the Finance Documents or any Obligor; or

(c) to whom, and to the extent that, information is required to be disclosed by any applicable law, regulation or request of any regulatory or governmental authority or central bank,

any information about any Obligor, the Group , the Golar MLP Group and the Finance Documents as Lender shall consider appropriate.

32.9.2 Any Finance Party may disclose to any person to whom or for whose benefit that Finance Party charges, assigns or otherwise creates a Security Interest (or may do so) pursuant to clause 32.7 (Security over Lenders' rights).

32.9.3 Any Finance Party may disclose to a rating agency or its professional advisers or (with the consent of the Borrowers) any other person, any information about any Obligor, the Group, the Golar MLP Group and the Finance Documents as that Finance Party shall consider appropriate.

32.9.4 The Agent and the Mandated Lead Arrangers each may, at their own expense, publish information about their participation in, or agency or arrangement in respect of, the Facilities and, for such purposes, to use the Borrowers' and/or the Obligors’ logo and trademark in connection with such publication.

32.10 Prohibition on Debt Purchase Transactions by the Group

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Without the consent of all the Lenders, the Borrowers shall not, and shall procure that each other member of the Group and/or the Golar MLP Group and/or World Shipholding Ltd and any Subsidiary of World Shipholding Ltd shall not, enter into any Debt Purchase Transaction or beneficially own all or any part of the share capital of a company that is a Lender or a party to a Debt Purchase Transaction of the type referred to in paragraphs (b) or (c) of the definition of Debt Purchase Transaction.

33 Changes to the Obligors

No Obligor may assign any of its rights or transfer any of its rights or obligations under the Finance Documents, provided always that, subject to clause 30.13 (Ownership of the Obligors), this clause shall not restrict any Drop-down.

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SECTION 10 - THE FINANCE PARTIES

34 Roles of Agent, Security Agent, K-Sure Agent, Documentation Agent and Mandated Lead Arrangers

34.1 Appointment of the Agent

34.1.1 Each other Finance Party (other than the Security Agent) appoints the Agent to act as its agent under and in connection with the Finance Documents.

34.1.2 Each such other Finance Party authorises the Agent:

(a) to perform the duties, obligations and responsibilities and to exercise the rights, powers, authorities and discretions specifically given to the Agent under or in connection with the Finance Documents together with any other incidental rights, powers, authorities and discretions; and

(b) to execute each of the Security Documents and all other documents that may be approved by the Majority Lenders for execution by it.

34.1.3 The Agent accepts its appointment under clause 34.1.1 as agent for the Finance Parties (for so long as they are Finance Parties) on and subject to the terms of this clause 34, and any Finance Documents to which it is a Party.

34.2 Instructions to Agent

34.2.1 The Agent shall:

(a) unless a contrary indication appears in a Finance Document, exercise or refrain from exercising any right, power, authority or discretion vested in it as Agent in accordance with any instructions given to it by:

(i) all Lenders if the relevant Finance Document stipulates the matter is an all Lender decision; and

(ii) in all other cases, the Majority Lenders; and

(b) not be liable for any act (or omission) if it acts (or refrains from acting) in accordance with paragraph (a) above.

34.2.2 The Agent shall be entitled to request instructions, or clarification of any instruction, from the Majority Lenders (or, if the relevant Finance Document stipulates the matter is a decision for any other Lender or group of Lenders, from that Lender or group of Lenders) as to whether, and in what

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manner, it should exercise or refrain from exercising any right, power, authority or discretion and the Agent may refrain from acting unless and until it receives those instructions or that clarification.

34.2.3 Save in the case of decisions stipulated to be a matter for any other Lender or group of Lenders under the relevant Finance Document and unless a contrary indication appears in a Finance Document, any instructions given to the Agent by the Majority Lenders shall override any conflicting instructions given by any other Parties and will be binding on all Finance Parties save for the Security Agent.

34.2.4 The Agent may refrain from acting in accordance with any instructions of any Lender or group of Lenders until it has received any indemnification and/or security that it may in its discretion require for any cost, loss or liability which it may incur in complying with those instructions.

34.2.5 In the absence of instructions, the Agent may act (or refrain from acting) as it considers to be in the best interest of the Lenders.

34.2.6 The Agent is not authorised to act on behalf of a Lender or any Hedging Provider (without first obtaining that Lender's or any Hedging Provider’s consent) in any legal or arbitration proceedings relating to any Finance Document. This clause 34.2.6 shall not apply to any legal or arbitration proceeding relating to the perfection, preservation or protection of rights under the Security Documents or enforcement of the Security Documents.

34.3 Duties of the Agent

34.3.1 The Agent's duties under the Finance Documents are solely mechanical and administrative in nature.

34.3.2 The Agent shall promptly forward to a Party the original or a copy of any document which is delivered to the Agent for that Party by any other Party.

34.3.3 Without prejudice to clause 32.6 (Copy of Transfer Certificate to Borrowers), clause 34.3.3 shall not apply to any Transfer Certificate.

34.3.4 Except where a Finance Document specifically provides otherwise, the Agent is not obliged to review or check the adequacy, accuracy or completeness of any document it forwards to another Party.

34.3.5 If the Agent receives notice from a Party referring to this Agreement, describing a Default and stating that the circumstance described is a Default, it shall promptly notify the other Finance Parties.

34.3.6 If the Agent is aware of the non-payment of any principal, interest, commitment fee or other fee payable to a Finance Party (other than the Agent or a Mandated Lead Arranger or the Security Agent for their own account) under this Agreement it shall promptly notify the other Finance Parties.

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34.3.7 The Agent shall have only those duties, obligations and responsibilities expressly specified in the Finance Documents to which it is expressed to be a party (and no others shall be implied).

34.4 Role of the Mandated Lead Arrangers, Documentation Agent, Sole Bookrunner and Global Co-ordinator

Except as specifically provided in the Finance Documents, the Mandated Lead Arrangers, the Documentation Agent, the Sole Bookrunner and the Global Co-ordinator have no obligations of any kind to any other Party under or in connection with any Finance Document or the transactions contemplated by the Finance Documents.

34.5 No fiduciary duties

34.5.1 Nothing in this Agreement constitutes the Agent, the K-Sure Agent, the Mandated Lead Arrangers, the Documentation Agent, the Sole Bookrunner and the Global Co-ordinator as a trustee or fiduciary of any other person.

34.5.2 None of the Agent, the Security Agent, the K-Sure Agent, the Mandated Lead Arrangers, the Documentation Agent, the Sole Bookrunner and the Global Co-ordinator shall be bound to account to any Lender or any Hedging Provider for any sum or the profit element of any sum received by it for its own account or have any obligations to the other Finance Parties beyond those expressly stated in the Finance Documents.

34.6 Business with the Group

The Agent, the Security Agent, the K-Sure Agent, the Mandated Lead Arrangers, the Documentation Agent, the Sole Bookrunner and the Global Co-ordinator may accept deposits from, lend money to and generally engage in any kind of banking or other business with any Obligor or other Group Member or Golar MLP Group Member or their Affiliates.

34.7 Rights and discretions of the Agent

34.7.1 The Agent may

(a) rely on any representation, communication, notice or document believed by it to be genuine, correct and appropriately authorised;

(b) assume that:

(i) any instructions received by it from the Majority Lenders, any Lenders or any group of Lenders are duly given in accordance with the terms of the Finance Documents; and

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(ii) unless it has received notice of revocation, that those instructions have not been revoked; and

(c) rely on a certificate from any person:

(i) as to any matter of fact or circumstance which might reasonably be expected to be within the knowledge of that person; or

(ii) to the effect that such person approves of any particular dealing, transaction, step, action or thing,

as sufficient evidence that that is the case and, in the case of paragraph (i) above, may assume the truth and accuracy of that certificate.

34.7.2 The Agent may assume (unless it has received notice to the contrary in its capacity as agent for the other Finance Parties) that:

(a) no Default has occurred (unless it has actual knowledge of a Default arising under clause 30.1 (Non-payment));

(b) any right, power, authority or discretion vested in any Party or any group of Lenders has not been exercised; and

(c) any notice or request made by a Borrower (other than a Utilisation Request) is made on behalf of and with the consent and knowledge of all the Obligors.

34.7.3 The Agent may engage and pay for the advice or services of any lawyers, accountants, tax advisers, surveyors or other professional advisers or experts in the conduct of its obligations and responsibilities under the Finance Documents.

34.7.4 Without prejudice to the generality of clause 34.7.3 or clause 34.7.5, the Agent may at any time engage and pay for the services of any lawyers to act as independent counsel to the Agent (and so separate from any lawyers instructed by the Lenders) if the Agent in its reasonable opinion deems this to be desirable.

34.7.5 The Agent may rely on the advice or services of any lawyers, accountants, tax advisers, surveyors or other professional advisers or experts (whether obtained by the Agent or by any other Party and whether or not liability thereunder is limited by reference to monetary cap or otherwise) and shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever arising as a result of its so relying.

34.7.6 The Agent may act in relation to the Finance Documents through its officers, employees and agents and the Agent shall not:

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(a) be liable for any error of judgment made by any such person; or

(b) be bound to supervise, or be in any way responsible for any loss incurred by reason of misconduct, omission or default on the part, of any such person,

unless such error or such loss was directly caused by the Agent's or its officers’, employees’ or agents’ gross negligence, wilful misconduct or fraudulent behaviour.

34.7.7 Unless a Finance Document expressly provides otherwise, the Agent may disclose to any other Party any information it reasonably believes it has received as agent under this Agreement.

34.7.8 Notwithstanding any other provision of any Finance Document to the contrary, neither the Agent, the Documentation Agent nor any Mandated Lead Arranger is obliged to do or omit to do anything if it would or might in its reasonable opinion constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality. The Agent, the Documentation Agent and any Mandated Lead Arranger may do anything which in its opinion, is necessary or desirable to comply with any law or regulation of any jurisdiction.

34.7.9 Without prejudice to the generality of clause 34.7.8, the Agent may (but is not obliged) disclose the identity of a Defaulting Lender to the other Finance Parties and the Borrowers and the Agent shall disclose the same upon the written request of the Majority Lenders.

34.7.10 Notwithstanding any provision of any Finance Document to the contrary, the Agent is not obliged to expend or risk its own funds or otherwise incur any financial liability in the performance of its duties, obligations or responsibilities or the exercise of any right, power, authority or discretion if it has grounds for believing the repayment of such funds or adequate indemnity against, or security for, such risk or liability is not reasonably assured to it.

34.7.11 Neither the Agent nor any Mandated Lead Arranger shall be obliged to request any certificate, opinion or other information under clause 19 (Information undertakings) unless so required in writing by a Lender or any Hedging Provider, in which case the Agent shall promptly make the appropriate request of the Borrowers if such request would be in accordance with the terms of this Agreement.

34.7.12 Except with K-Sure's prior consent, the Agent shall not be entitled to exercise or refrain from exercising any right, power, authority or discretion, or give or withhold any consent, the exercise or giving of which, by the terms of this Agreement, would require K-Sure's prior consent and any amendment or waiver which relates to any matter which, by the terms of any Finance Document, requires the prior consent of K-Sure shall not be entered into or provided by the Agent until K-Sure has agreed to its terms

34.8 Responsibility for documentation and other matters

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Neither the Agent nor the Documentation Agent nor any Mandated Lead Arranger is responsible or liable for:

(a) the adequacy, accuracy and/or completeness of any information (whether oral or written) supplied by the Agent, the Documentation, any Mandated Lead Arranger, an Obligor or any other person given in or in connection with any Finance Document, any K-Sure Insurance Policy or the transactions contemplated in the Finance Documents or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document, any K-Sure Insurance Policy or of any representations in any Finance Document or any K-Sure Insurance Policy or of any copy of any document delivered under any Finance Document or any K-Sure Insurance Policy;

(b) the legality, validity, effectiveness, adequacy or enforceability of any Transaction Document or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Transaction Document;

(c) the application of any Basel II Regulation or Basel III Regulation to the transactions contemplated by the Finance Documents or the K-Sure Insurance Policies;

(d) any loss to the Trust Property arising in consequence of the failure, depreciation or loss of any Charged Property or any investments made or retained in good faith or by reason of any other matter or thing;

(e) accounting to any person for any sum or the profit element of any sum received by it for its own account;

(f) the failure of any Obligor or K-Sure or any other party to perform its obligations under any Transaction Document, any K-Sure Insurance Policy or the financial condition of any such person;

(g) ascertaining whether all deeds and documents which should have been deposited with it(or the Security Agent) under or pursuant to any of the Security Documents have been so deposited;

(h) investigating or making any enquiry into the title of any Obligor to any of the Charged Property or any of its other property or assets;

(i) failing to register any of the Security Documents with the Registrar of Companies or any other public office;

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(j) failing to register any of the Security Documents in accordance with the provisions of the documents of title of any Obligor to any of the Charged Property;

(k) failing to take or require any Obligor to take any steps to render any of the Security Documents effective as regards property or assets outside England or Wales or to secure the creation of any ancillary charge under the laws of the jurisdiction concerned;

(l) (unless it is the same entity as the Security Agent) the Security Agent and/or any other beneficiary of a Security Document failing to perform or discharge any of its duties or obligations under the Security Documents or the K-Sure Insurance Policies; or

(m) any determination as to whether any information provided or to be provided to any Finance Party is non-public information the use of which may be regulated or prohibited by any applicable law or regulation relating to insider dealing or otherwise.

34.9 No duty to monitor

The Agent shall not be bound to enquire:

(a) whether or not any Default has occurred;

(b) as to the performance, default or any breach by any Party of its obligations under any Finance Document; or

(c) whether any other event specified in any Finance Document has occurred.

34.10 Exclusion of liability

34.10.1 Without limiting clause 34.10.2 (and without prejudice to any other provision of the Finance Documents excluding or limiting the liability of the Agent) the Agent will not be liable (including, without limitation, for negligence or any other category of liability whatsoever) for:

(a) any damages, costs or losses to any person, any diminution in value, or any liability whatsoever arising as a result of taking or not taking any action under or in connection with any Finance Document or the Charged Property or any K-Sure Insurance Policy, unless directly caused by its gross negligence, wilful misconduct or fraudulent behaviour. For the avoidance of doubt and not withstanding anything contained in the Finance Documents, the Security Agent shall not in any event be liable for any indirect or consequential loss (including, without limitation, loss of profit, business or goodwill) regardless of whether it was informed of the likelihood of such loss and irrespective of whether any such claim is made for breach of contract, in tort or otherwise;

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(b) exercising, or not exercising, any right, power, authority or discretion given to it by, or in connection with, any Finance Document, the Charged Property, any K-Sure Insurance Policy or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Finance Document or the Charged Property or any K-Sure Insurance Policy; or

(c) without prejudice to the generality of paragraphs (a) and (b) above, any damages, costs or losses to any person, any diminution in value or any liability whatsoever arising as a result of:

(i) any act, event or circumstance not reasonably within its control; or

(ii) the general risks of investment in, or the holding of assets in, any jurisdiction,

including (in each case and without limitation) such damages, costs, losses, diminution in value or liability arising as a result of: nationalisation, expropriation or other governmental actions; any regulation, currency restriction, devaluation or fluctuation; market conditions affecting the execution or settlement of transactions or the value of assets (including any Payment Disruption Event); breakdown, failure or malfunction of any third party transport, telecommunications, computer services or systems; natural disasters or acts of God; war, terrorism, insurrection or revolution; or strikes or industrial action.

34.10.2 No Party (other than the Agent) may take any proceedings against any officer, employee or agent of the Agent in respect of any claim it might have against the Agent or in respect of any act or omission of any kind by that officer, employee or agent in relation to any Finance Document or any K-Sure Insurance Policy and any officer, employee or agent of the Agent may rely on this clause subject to clause 1.3 (Third party rights) and the provisions of the Third Parties Act.

34.10.3 The Agent will not be liable for any delay (or any related consequences) in crediting an account with an amount required under the Finance Documents to be paid by the Agent if the Agent has taken all necessary steps as soon as reasonably practicable to comply with the regulations or operating procedures of any recognised clearing or settlement system used by the Agent for that purpose.

34.10.4 Nothing in this Agreement shall oblige the Agent, the Documentation Agent or any Mandated Lead Arrangers to carry out

(a) any "know your customer" or other checks in relation to any person; or

(b) any check on the extent to which any transaction contemplated by this Agreement might be unlawful for any Lender,

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on behalf of any Lender or any Hedging Provider and each Lender and any Hedging Provider confirms to the Agent, the Documentation Agent and the Mandated Lead Arrangers that it is solely responsible for any such checks it is required to carry out and that it may not rely on any statement in relation to such checks made by the Agent, the Documentation Agent or any Mandated Lead Arranger.

34.10.5 Without prejudice to any provision of any Finance Document excluding or limiting the Agent's liability, any liability of the Agent arising under or in connection with any Finance Document or the Charged Property shall be limited to the amount of actual loss which has been finally judicially determined to have been suffered (as determined by reference to the date of default of the Agent or, if later, the date on which the loss arises as a result of such default) but without reference to any special conditions or circumstances known to the Agent at any time which increase the amount of that loss. In no event shall the Agent be liable for any loss of profits, goodwill, reputation, business opportunity or anticipated saving, or for special, punitive, indirect or consequential damages, whether or not the Agent has been advised of the possibility of such loss or damages.

34.11 Lenders' indemnity to the Agent

34.11.1 Each Lender shall (in proportion (if no part of the Loans is then outstanding) to its share of the Total Commitments or (at any other time) to its participation in the Loans) indemnify the Agent, within ten Business Days of demand, against:

(a) any Losses for negligence or any other category of liability whatsoever incurred by such Lenders' Representative in the circumstances contemplated pursuant to clause 37.10 (Disruption to payment systems etc) notwithstanding the Agent's negligence, gross negligence, or any other category of liability whatsoever but not including any claim based on the fraud of the Agent); and

(b) any other Losses (otherwise than by reason of the Agent's gross negligence or wilful misconduct) including the costs of any person engaged in accordance with clause 34.7.3 (Rights and discretions of the Agent) and any Receiver in acting as its agent under the Finance Documents,

in each case incurred by the Agent in acting as such under the Finance Documents and, to the extent applicable, the K-Sure Insurance Policies (unless the Agent has been reimbursed by an Obligor pursuant to a Finance Document or out of the Trust Property). The indemnities contained in this clause 34.11 shall survive the termination or discharge of this Agreement.

34.11.2 Subject to clause 34.11.3, the Borrowers shall immediately on demand reimburse any Lender for any payment that Lender makes to the Agent pursuant to clause 34.11.1.

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34.11.3 Clause 34.11.2 shall not apply to the extent that the indemnity payment in respect of which the Lender claims reimbursement relates to a liability of the Agent to an Obligor.

34.12 Resignation of the Agent

34.12.1 The Agent may without giving any reason therefor resign and appoint one of its Affiliates as successor by giving notice to the Lenders, each Hedging Provider, the Security Agent, the K-Sure Agent and the Borrowers.

34.12.2 Alternatively the Agent may without giving any reason therefor resign by giving 30 days’ notice to the other Finance Parties and the Borrowers, in which case the Majority Lenders (after consultation with the Borrowers) may appoint a successor Agent acting through an office in London.

34.12.3 If the Majority Lenders have not appointed a successor Agent in accordance with clause 34.12.2 above within 20 days after notice of resignation was given, the retiring Agent (after consultation with the Borrowers) may appoint a successor Agent.

34.12.4 If the Agent wishes to resign because (acting reasonably) it has concluded that it is no longer appropriate for it to remain as agent and the Agent is entitled to appoint a successor Agent under clause 34.12.3, the Agent may (if it concludes (acting reasonably) that it is necessary to do so in order to persuade the proposed successor Agent to become a party to this Agreement as Agent) agree with the proposed successor Agent amendments to this clause 34 and any other term of this Agreement dealing with the rights or obligations of the Agent consistent with then current market practice for the appointment and protection of corporate trustees together with any reasonable amendments to the agency fee payable under this Agreement which are consistent with the successor Agent's normal fee rates and those amendments will bind the Parties.

34.12.5 The retiring Agent shall, at its own cost, make available to the successor Agent such documents and records and provide such assistance as the successor Agent may reasonably request for the purposes of performing its functions as Agent under the Finance Documents.

34.12.6 The Agent's resignation notice shall only take effect upon the appointment of a successor.

34.12.7 The appointment of the successor Agent shall take effect on the date specified in the notice from the Majority Lenders to the retiring Agent. As from this date, the retiring Agent shall be discharged from any further obligation in respect of the Finance Documents (other than its obligations under clause 34.12.5) but shall remain entitled to the benefit of clause 14.3 (Indemnity to the Agent, Security Agent and K-Sure Agent)andthis clause 34 (and any agency fees for the account of the retiring Agent shall cease to accrue from (and shall be payable on) that date). Any successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party.

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34.13 Replacement of the Agent

34.13.1 After consultation with the Borrowers, the Majority Lenders may, by giving 30 days' notice to the Agent replace the Agent by appointing a successor Agent.

34.13.2 The retiring Agent shall make available to the successor Agent such documents and records and provide such assistance as the successor Agent may reasonably request for the purposes of performing its functions as Agent under the Finance Documents.

34.13.3 The appointment of the successor Agent shall take effect on the date specified in the notice from the Majority Lenders to the retiring Agent. As from this date, the retiring Agent shall be discharged from any further obligation in respect of the Finance Documents (other than its obligations under clause 34.13.2) but shall remain entitled to the benefit of clause 14.3 (Indemnity to the Agent, Security Agent and K-Sure Agent) andthis clause 34 (and any agency fees for the account of the retiring Agent shall cease to accrue from (and shall be payable on) that date).

34.13.4 Any successor Agent and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party.

34.14 Replacement of the Agent for FATCA withholding

The Agent shall resign and the Majority Lenders (after consultation with the Borrowers) shall appoint a successor Agent acting through an office in London in accordance with clause 34.12.2 if on or after the date which is three months before the earliest FATCA Application Date relating to any payment to the Agent under the Finance Documents, either:

(a) the Agent fails to respond to a request under Clause 12.6 (FATCA Information) and a Lender reasonably believes that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date;

(b) the information supplied by the Agent pursuant to Clause 12.5 (FATCA Information) indicates that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; or

(c) the Agent notifies the Borrowers and the Lenders that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date;

and (in each case) a Lender reasonably believes that a Party will be required to make a FATCA Deduction that would not be required if the Agent were a FATCA Exempt Party, and that Lender, by notice to the Agent, requires it to resign.

34.15 Confidentiality

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34.15.1 In acting as agent for the Finance Parties, the Agent shall be regarded as acting through its department, division or team directly responsible for the management of the Finance Documents which shall be treated as a separate entity from any other of its divisions, departments or teams.

34.15.2 If information is received by another division or department of the Agent, it may be treated as confidential to that division or department and the Agent shall not be deemed to have notice of it.

34.15.3 Notwithstanding any other provision of any Finance Document to the contrary, neither the Agent, the Documentation Agent nor any Mandated Lead Arranger is obliged to disclose to any other person (i) any confidential information or (ii) any other information if the disclosure would, or might in its reasonable opinion, constitute a breach of any law or regulation or a breach of a fiduciary duty.

34.16 Relationship with the Lenders and Hedging Providers

34.16.1 The Agent may treat the person shown in its records as each Lender or as each Hedging Provider at the opening of business (in the place of the Agent’s principal office as notified to the Finance Parties from time to time) as a Lender or (as the case may be) as a Hedging Provider acting through its Facility Office:

(a) entitled to or liable for any payment due under any Finance Document on that day; and

(b) entitled to receive and act upon any notice, request, document or communication or make any decision or determination under any Finance Document made or delivered on that day,

unless it has received not less than five Business Days prior notice from that Lender or (as the case may be) a Hedging Provider to the contrary in accordance with the terms of this Agreement.

34.16.2 Each Lender shall supply the Agent with any information required by the Agent in order to calculate the Mandatory Cost in accordance with Schedule 5 (Mandatory Cost formulae).

34.16.3 Each Lender and each Hedging Provider shall supply the Agent with any information that the Agent may reasonably specify as being necessary or desirable to enable the Agent or the Security Agent to perform its functions as Agent or Security Agent.

34.16.4 Each Lender and each Hedging Provider shall deal with the Security Agent exclusively through the Agent and shall not deal directly with the Security Agent.

34.17 Credit appraisal by the Lenders and Hedging Providers

Without affecting the responsibility of any Obligor for information supplied by it or on its behalf in connection with any Finance Document, each Lender and each Hedging Provider confirms to each other Finance Party that it has been, and will continue to be, solely responsible for making its own

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independent appraisal and investigation of all risks arising under or in connection with any Finance Document including but not limited to:

(a) the financial condition, status and nature of each Obligor and other Group Member and Golar MLP Group Member;

(b) the legality, validity, effectiveness, adequacy or enforceability of any Transaction Document and any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Transaction Document;

(c) the application of any Basel II Regulation or Basel III Regulation to the transactions contemplated by the Finance Documents;

(d) whether any Finance Party has recourse, and the nature and extent of that recourse, against any Party or any of its respective assets under or in connection with any Finance Document, the transactions contemplated by the Finance Documents or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document or the Charged Property;

(e) the adequacy, accuracy and/or completeness of any information provided by the Agent, any Party or by any other person under or in connection with any Transaction Document, the transactions contemplated by the Finance Documents or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Transaction Document; and

(f) the right or title of any person in or to, or the value or sufficiency of, any part of the Charged Property, the priority of the Security Documents or the existence of any Security Interest affecting the Charged Property.

34.18 Reference Banks

If a Reference Bank (or, if a Reference Bank is not a Lender, the Lender of which it is an Affiliate) ceases to be a Lender, the Agent shall (in consultation with the Borrowers) appoint another Lender or an Affiliate of a Lender to replace that Reference Bank.

34.19 Agent's management time and additional remuneration

34.19.1 Any amount payable to the Agent under clause 14.3 (Indemnity to the Agent, Security Agent and K-Sure Agent), clause 16 (Costs and expenses) and clause 34.11 (Lenders' indemnity to the Agent) shall include the cost of utilising the Agent's management time or other resources and will be calculated on the basis of such reasonable daily or hourly rates as the Agent may notify to the

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Borrowers and the Lenders, and is in addition to any fee paid or payable to the Agent under clause 11 (Fees and Premiums).

34.19.2 Without prejudice to clause 34.19.1, in the event of:

(a) a Default;

(b) the Agent being requested by an Obligor or the Majority Lenders to undertake duties which the Agent and the Borrowers agree to be of an exceptional nature or outside the scope of the normal duties of the Agent under the Finance Documents; or

(c) the Agent and the Borrowers agreeing that it is otherwise appropriate in the circumstances,

the Borrowers shall pay to the Agent any additional remuneration that may be agreed between them or determined pursuant to clause 34.19.3.

34.19.3 If the Agent and the Borrowers fail to agree upon the nature of the duties, or upon the additional remuneration referred to in clause 34.19.2 or whether additional remuneration is appropriate in the circumstances, any dispute shall be determined by an investment bank (acting as an expert and not as an arbitrator) selected by the Agent and approved by the Borrowers or, failing approval, nominated (on the application of the Security Agent) by the President for the time being of the Law Society of England and Wales (the costs of the nomination and of the investment bank being payable by the Borrowers) and the determination of any investment bank shall be final and binding upon the Parties.

34.19.4 The Agent agrees that, unless an Event of Default has occurred and is continuing, all costs or remuneration required to be paid by the Borrowers pursuant to this clause 34.19 shall be limited to those costs and/or remuneration which are, in the particular circumstances, reasonable.

34.20 Deduction from amounts payable by the Agent

If any Party owes an amount to the Agent under the Finance Documents the Agent may, after giving notice to that Party, deduct an amount not exceeding that amount from any payment to that Party which the Agent would otherwise be obliged to make under the Finance Documents and apply the amount deducted in or towards satisfaction of the amount owed. For the purposes of the Finance Documents that Party shall be regarded as having received any amount so deducted.

34.21 Common parties

Although the Agent and the Security Agent may from time to time be the same entity, that entity will have entered into the Finance Documents (to which it is party) in its separate capacities as agent for the Finance Parties and (as appropriate) security agent and trustee for the Finance

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Parties. Where any Finance Document provides for the Agent or Security Agent to communicate with or provide instructions to the other, while they are the same entity, such communication or instructions will not be necessary.

34.22 Security Agent

34.22.1 Each other Finance Party appoints the Security Agent to act as its agent and (to the extent permitted under any applicable law) trustee under and in connection with the Security Documents and confirms that the Security Agent shall have a lien on the Security Documents and the proceeds of the enforcement of those Security Documents for all moneys payable to the beneficiaries of those Security Documents.

34.22.2 Each other Finance Party authorises the Security Agent:

(a) to perform the duties, obligations and responsibilities and to exercise the rights, powers, authorities and discretions specifically given to the Security Agent under or in connection with the Finance Documents together with any other incidental rights, powers, authorities and discretions; and

(b) to execute each of the Security Documents and all other documents that may be approved by the Agent and/or the Majority Lenders for execution by it.

34.22.3 The Security Agent accepts its appointment under clause 34.22 (Security Agent) as trustee of the Trust Property with effect from the date of this Agreement and declares that it holds the Trust Property on trust for itself, the other Finance Parties (for so long as they are Finance Parties) on and subject to the terms set out in clauses 34.22 - 34.34 (inclusive) and the Security Documents to which it is a party.

34.23 Application of certain clauses to Security Agent

34.23.1 Clauses 34.7 (Rights and discretions of the Agent), 34.8 (Responsibility for documentation and other matters), clause 34.9 (No duty to monitor), 34.10 (Exclusion of liability), 34.11 (Lenders’ indemnity to the Agent), 34.12 (Resignation of the Agent), 34.15 (Confidentiality), 34.16 (Relationship with the Lenders and Hedging Providers), 34.17 (Credit appraisal by the Lenders and Hedging Providers), 34.19 (Agent's management time and additional remuneration) and 34.20 (Deduction from amounts payable by the Agent) shall each extend so as to apply to the Security Agent in its capacity as such and for that purpose each reference to the "Agent" in these clauses shall extend to include in addition a reference to the "Security Agent" in its capacity as such and, in clause 34.7 (Rights and discretions of the Agent), references to the Lenders and a group of Lenders shall refer to the Agent.

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34.23.2 In addition clause 34.10 (Exclusion of liability) shall, for the purposes of its application to the Security Agent pursuant to clause 34.23.1, have the following additional sub-clauses:

(a) any losses to any person or any liability arising as a result of taking or refraining from taking any action in relation to any of the Finance Documents or otherwise whether in accordance with an instruction from an Agent or otherwise unless directly caused by its gross negligence or wilful misconduct;

(b) the exercise of, or the failure to exercise (or the failure to consider the exercise or non-exercise of), any judgment, discretion or power given to it by or in connection with any of the Finance Documents or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, the Finance Documents or the Security Interests; or

(c) any shortfall which arises on the enforcement or realisation of the Security Interests.

34.23.3 In addition, clause 34.12 (Resignation of the Agent) shall, for the purposes of its application to the Security Agent pursuant to clause 34.23.1, have the following additional sub-clause:

At any time after the appointment of a successor, the retiring Security Agent shall do and execute all acts, deeds and documents reasonably required by its successor to transfer to it (or its nominee, as it may direct) any property, assets and rights previously vested in the retiring Security Agent pursuant to the Security Documents and which shall not have vested in its successor by operation of law. All such acts, deeds and documents shall be done or, as the case may be, executed at the cost of the retiring Security Agent (except where the Security Agent is retiring under clause 34.13.1 as extended to it by clause 34.23.1, in which case such costs shall be borne by the Lenders (in proportion to their shares of the Total Commitments or, if the Total Commitments are then zero, to their shares of the Total Commitments immediately prior to their reduction to zero).

34.24 Instructions to Security Agent

34.24.1 The Security Agent shall:

(a) unless a contrary indication appears in a Finance Document, exercise or refrain from exercising any right, power, authority or discretion vested in it as Security Agent in accordance with any instructions given to it by the Agent; and

(b) not be liable for any act (or omission) if it acts (or refrains from acting) in accordance with paragraph (a) above.

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34.24.2 The Security Agent shall be entitled (but not obliged) to request instructions, or clarification of any instruction, from the Agent as to whether, and in what manner, it should exercise or refrain from exercising any right, power, authority or discretion and the Security Agent may refrain from acting unless and until it receives those instructions or that clarification.

34.24.3 Unless a contrary indication appears in a Finance Document, any instructions given to the Security Agent by the Agent shall override any conflicting instructions given by any other Parties and will be binding on all Finance Parties.

34.24.4 The Security Agent may refrain from acting in accordance with any instructions of the Agent until it has received any indemnification and/or security and/or pre-funding and/or insurance that it may in its discretion require (which may be greater in extent than that contained in the Finance Documents and which may include payment in advance) for any cost, loss or liability which it may incur in complying with those instructions.

34.24.5 In the absence of instructions, the Security Agent may act (or refrain from acting) as it considers to be in the best interest of the Lenders.

34.24.6 The Security Agent is not authorised to act on behalf of a Lender or any Hedging Provider (without first obtaining that Lender's or the relevant Hedging Provider’s consent) in any legal or arbitration proceedings relating to any Finance Document. This clause 34.24.6 shall not apply to any legal or arbitration proceeding relating to the perfection, preservation or protection of rights under the Security Documents or enforcement of the Security Documents.

34.25 Security Agent's actions

Without prejudice to the provisions of clause 34.24 (Instructions to Security Agent) the Security Agent may (but shall not be obliged to), in the absence of any instructions to the contrary, take such action in the exercise of any of its powers and duties under the Finance Documents as it considers in its discretion to be appropriate.

34.26 Order of application

34.26.1 The Security Agent agrees to apply the Trust Property and each other beneficiary of the Security Documents agrees to apply all moneys received by it in the exercise of its rights under the Security Documents in accordance with the following respective claims:

(a) first, as to a sum equivalent to the amounts due and payable (i) to the Security Agent under the Finance Documents (excluding any amounts received by the Security Agent pursuant to clause 34.11 (Lenders’ indemnity to the Agent) as extended to the Security Agent pursuant to clause 34.23 (Application of certain clauses to Security Agent)), for the Security Agent absolutely and (ii) to the Agent under the Finance Documents

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(excluding any amounts received by the Agent pursuant to clause 34.11 (Lenders’ indemnity to the Agent)), for the Agent absolutely;

(b) secondly, as to a sum equivalent to the aggregate amount then due and owing to the other Finance Parties (other than the Hedging Providers) under the Finance Documents (other than the Hedging Contracts or any Hedging Master Agreement), for those Finance Parties absolutely for application between them in accordance with clause 37.5 (Partial payments);

(c) thirdly, until such time as the Security Agent is satisfied that all obligations owed to the Finance Parties (other than the Hedging Providers) have been irrevocably and unconditionally discharged in full, held by the Security Agent on a suspense account for payment of any further amounts owing to the Finance Parties (other than the Hedging Providers) under the Finance Documents (other than the Hedging Contracts or any Hedging Master Agreement) and further application in accordance with this clause 34.26.1 as and when any such amounts later fall due;

(d) fourthly, as to a sum equivalent to the aggregate amount then due and owing to the Hedging Providers under the Hedging Contracts and any Hedging Master Agreements, for those Hedging Providers absolutely for application between them in accordance with clause 37.5 (Partial payments);

(e) fifthly, until such time as the Security Agent is satisfied that all obligations owed to the Hedging Providers have been irrevocably and unconditionally discharged in full, held by the Security Agent on a suspense account for payment of any further amounts owing to the Hedging Providers under the Hedging Contracts, any Hedging Master Agreement and any other Finance Documents and further application in accordance with this clause 34.26.1 as and when any such amounts later fall due;

(f) sixthly, to such other persons (if any) as are legally entitled thereto in priority to the Obligors; and

(g) seventhly, as to the balance (if any), for the Obligors by or from whom or from whose assets the relevant amounts were paid, received or recovered or other person entitled to them.

The foregoing shall be without prejudice to any payment waterfall provisions set forth in a K-Sure Insurance Policy in respect of the proceeds of such K-Sure Insurance Policy, which shall govern the payment by K-Sure of the proceeds of that K-Sure Insurance Policy and the sharing of such proceeds by the K-Sure Facility Lenders.

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34.26.2 The Security Agent and each other beneficiary of the Security Documents shall make each application as soon as is practicable after the relevant moneys are received by, or otherwise become available to, it save that (without prejudice to any other provision contained in any of the Security Documents) the Security Agent(acting on the instructions of the Agent) any other beneficiary of the Security Documents or any receiver or administrator may credit any moneys received by it to a suspense account for so long and in such manner as the Security Agent, any other beneficiary of the Security Documents or such receiver or administrator may from time to time determine with a view to preserving the rights of the Finance Parties or any of them to prove for the whole of their respective claims against the Borrowers or any other person liable.

34.26.3 The Security Agent and/or any other beneficiary of the Security Documents shall obtain a good discharge in respect of the amounts expressed to be due to the other Finance Parties as referred to in this clause 34.26 by paying such amounts to the Agent for distribution in accordance with clause 37 (Payment mechanics).

34.27 Powers and duties of the Security Agent as trustee of the security

In its capacity as trustee in relation to the Trust Property, the Security Agent:

(a) shall, without prejudice to any of the powers, discretions and immunities conferred upon trustees by law (and to the extent not inconsistent with the provisions of this Agreement or any of the Security Documents), have all the same powers and discretions as a natural person acting as the beneficial owner of such property and/or as are conferred upon the Security Agent by this Agreement and/or any Security Document but so that the Security Agent may only exercise such powers and discretions to the extent that it is authorised to do so by the provisions of this Agreement;

(b) shall (subject to clause 34.26.1 (Order of application)) be entitled (in its own name or in the names of nominees) to invest moneys from time to time forming part of the Trust Property or otherwise held by it as a consequence of any enforcement of the security constituted by any Finance Document which, in the reasonable opinion of the Security Agent, it would not be practicable to distribute immediately, by placing the same on deposit in the name or under the control of the Security Agent as the Security Agent may think fit without being under any duty to diversify the same and the Security Agent shall not be responsible for any loss due to interest rate or exchange rate fluctuations except for any loss arising from the Security Agent's gross negligence or wilful default;

(c) may, in the conduct of its obligations under and in respect of the Security Documents, instead of acting personally, employ and pay any agent (whether being a lawyer or any other person) to transact or concur in transacting any business and to do or concur in doing any acts required to be done by the Security Agent (including the receipt and

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payment of money) and on the basis that (i) any such agent engaged in any profession or business shall be entitled to be paid all usual professional and other charges for business transacted and acts done by him or any partner or employee of his or her in connection with such employment and (ii) the Security Agent shall not be bound to supervise, or be responsible for any loss incurred by reason of any act or omission of, any such agent if the Security Agent shall have exercised reasonable care in the selection of such agent;

(d) may place all deeds and other documents relating to the Trust Property which are from time to time deposited with it pursuant to the Security Documents in any safe deposit, safe or receptacle selected by the Security Agent or with any firm of solicitors or company whose business includes undertaking the safe custody of documents selected by the Security Agent and may make any such arrangements as it thinks fit for allowing Obligors access to, or its solicitors or auditors possession of, such documents when necessary or convenient and the Security Agent shall not be responsible for any loss incurred in connection with any such deposit, access or possession if it has exercised reasonable care in the selection of a safe deposit, safe, receptacle or firm of solicitors or company;

(e) may, unless and to the extent the express provisions of any Security Document provide otherwise, do any act or thing in the exercise of any of its duties under the Finance Documents which in its absolute discretion (in the absence of any instructions of the Agent as to the doing of such act or thing) it deems advisable for the protection and benefit of all the Finance Parties; and

(f) may, unless the express provisions of any such Security Document provide otherwise, if authorised by the Agent, amend or vary the terms of or waive breaches of or defaults under, or otherwise excuse performance of any provision of, or grant consents under any of the Security Documents to which it is a party, any such amendment, variation, waiver or consent so authorised to be binding on all the parties hereto and that Security Agent to be under no liability whatsoever in respect thereof;

(g) shall not be bound to disclose to any other person (including but not limited to any Secured Party) (i) any confidential information or (ii) any other information if disclosure would, or might in its reasonable opinion, constitute a breach of any law or be a breach of fiduciary duty; and

(h) shall not have or be deemed to have any relationship of trust or agency with, any Obligor.

The rights, powers and discretions conferred upon the Security Agent by this Agreement shall be supplemental to the Trustee Act 1925 and the Trustee Act 2000 and in addition to any which may be vested in the Security Agent by general law or otherwise.

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Section 1 of the Trustee Act 2000 shall not apply to the duties of the Security Agent in relation to the trusts constituted by this Agreement. Where there are any inconsistencies between the Trustee Act 1925 or the Trustee Act 2000 and the provisions of this Agreement, the provisions of this Agreement shall, to the extent allowed by law, prevail and, in the case of any inconsistency with the Trustee Act 2000, the provisions of this Agreement shall constitute a restriction or exclusion for the purposes of that Act.

34.28 Insurance by Security Agent

Where the Security Agent is named on any insurance policy (including the Insurances) as an insured party and/or loss payee, the Security Agent shall not be responsible for any loss which may be suffered by reason of, directly or indirectly, its failure to notify the insurers of any material fact relating to the risk assumed by such insurers or any other information of any kind, unless the Agent shall have requested it to do so in writing and the Security Agent shall have failed to do so within 14 days after receipt of that request. The Security Agent shall have no obligation to, or any liability for any failure to, insure any of the Charged Property.

34.29 Custodians and nominees

The Security Agent may (to the extent legally permitted) appoint and pay any person to act as a custodian or nominee on any terms in relation to any assets of the trust as the Security Agent may determine, including for the purpose of depositing with a custodian this Agreement or any document relating to the trust created under this Agreement and the Security Agent shall not be responsible for any loss, liability, expense, demand, cost, claim or proceedings incurred by reason of the misconduct, omission or default on the part of any person appointed by it under this Agreement or be bound to supervise the proceedings or acts of any person if it has exercised reasonable care in the selection of such person.

34.30 Acceptance of title

The Security Agent shall be entitled to accept without enquiry, and shall not be obliged to investigate, any right and title that any of the Obligors have to any of the Charged Property and shall not be liable for or bound to require any debtor to remedy any defect in its right or title.

34.31 Refrain from illegality

Notwithstanding anything to the contrary expressed or implied in the Finance Documents, the Security Agent may refrain from doing anything which in its opinion will or may be contrary to any relevant law, directive or regulation of any applicable jurisdiction and the Security Agent may do anything which is, in its opinion, necessary to comply with any such law, directive or regulation.

34.32 All enforcement action through the Security Agent

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34.32.1 None of the other Finance Parties shall have any independent power to enforce any of those Security Documents which are executed in favour of the Security Agent only or to exercise any rights, discretions or powers or to grant any consents or releases under or pursuant to such Security Documents or otherwise have direct recourse to the security and/or guarantees constituted by such Security Documents except through the Security Agent.

34.32.2 None of the other Finance Parties shall have any independent power to enforce any of those Security Documents which are executed in their favour or to exercise any rights, discretions or powers or to grant any consents or releases under or pursuant to such Security Documents or otherwise have direct recourse to the security and/or guarantees constituted by such Security Documents except through the Security Agent. If any Finance Party (other than the Security Agent) is a party to any Security Document it shall promptly upon being requested by the Agent to do so grant a power of attorney or other sufficient authority to the Security Agent to enable the Security Agent to exercise any rights, discretions or powers or to grant any consents or releases under such Security Document.

34.33 Co-operation to achieve agreed priorities of application

The other Finance Parties shall co-operate with each other and with the Security Agent and any receiver or administrator under the Security Documents in realising the property and assets subject to the Security Documents and in ensuring that the net proceeds realised under the Security Documents after deduction of the expenses of realisation are applied in accordance with clause 34.26.1 (Order of application).

34.34 Indemnity from Trust Property

34.34.1 In respect of all liabilities, costs or expenses for which the Obligors are liable under this Agreement, the Security Agent and each Affiliate of the Security Agent and each officer or employee of the Security Agent or its Affiliate (each a Relevant Person) shall be entitled to be indemnified out of the Trust Property in respect of all liabilities, damages, costs, claims, charges or expenses whatsoever properly incurred or suffered by such Relevant Person:

(a) in the execution or exercise or bona fide purported execution or exercise of the trusts, rights, powers, authorities, discretions and duties created or conferred by or pursuant to the Finance Documents;

(b) as a result of any breach by an Obligor of any of its obligations under any Finance Document;

(c) in respect of any Environmental Claim made or asserted against a Relevant Person which would not have arisen if the Finance Documents had not been executed; and

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(d) in respect of any matter or thing done or omitted in any way in accordance with the terms of the Finance Documents relating to the Trust Property or the provisions of any of the Finance Documents.

34.34.2 The rights conferred by this clause 34.34 are without prejudice to any right to indemnity by law given to trustees generally and to any provision of the Finance Documents entitling the Security Agent or any other person to an indemnity in respect of, and/or reimbursement of, any liabilities, costs or expenses incurred or suffered by it in connection with any of the Finance Documents or the performance of any duties under any of the Finance Documents. Nothing contained in this clause 34.34 shall entitle the Security Agent or any other person to be indemnified in respect of any liabilities, damages, costs, claims, charges or expenses to the extent that the same arise from such person's own gross negligence or wilful misconduct.

34.35 Finance Parties to provide information

The other Finance Parties shall provide the Security Agent with such written information as it may reasonably require for the purposes of carrying out its duties and obligations under the Security Documents and, in particular, with such necessary directions in writing so as to enable the Security Agent to make the calculations and applications contemplated by clause 34.26.1 (Order of application)above and to apply amounts received under, and the proceeds of realisation of, the Security Documents as contemplated by the Security Documents, clause 37.5 (Partial payments)and clause 34.26.1 (Order of application).

34.36 No reliance on Security Agent

It is understood and agreed by each Finance Party (other than the Security Agent) that it has itself been, and will continue to be, solely responsible for making its own independent appraisal of and investigations into the financial condition, creditworthiness, condition, affairs, status and nature of each Obligor and, accordingly, the Security Agent shall not have any liability or responsibility for and each other Finance Party warrants to the Security Agent that it has not relied and will not hereafter rely on the Security Agent:

(a) to check or enquire on its behalf into the adequacy, accuracy or completeness of any information provided to it by any Obligor or any other person in connection with any of the Finance Documents or the transactions therein contemplated (whether or not such information has been or is hereafter circulated to such Finance Party by the Security Agent);

(b) to check or enquire on its behalf into the adequacy, accuracy or completeness of any communication delivered to it under any of the Finance Documents, any legal or other opinions, reports, valuations, certificates, appraisals or other documents delivered or

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made or required to be delivered or made at any time in connection with any of the Finance Documents, any security to be constituted thereby or any other report or other document, statement or information circulated, delivered or made, whether orally or otherwise and whether before, on or after the date of this Agreement;

(c) to check or enquire on its behalf into the due execution, delivery, validity, legality, perfection, adequacy, suitability, performance, enforceability or admissibility in evidence of any of the Finance Documents or any other document referred to in paragraph (b) above or of any guarantee, indemnity or security given or created thereby or any obligations imposed thereby or assumed thereunder;

(d) to check or enquire on its behalf into the ownership, value, existence or sufficiency of any property the subject of any of the Security Document, the priority of any of the Security Interests or the registration thereof, the right or title of any person in or to any property comprised therein or the existence of any encumbrance affecting the same; or

(e) to assess or keep under review on its behalf the identity, financial condition, creditworthiness, condition, affairs, status or nature of any Obligor.

34.37 Release to facilitate enforcement and realisation

Each Finance Party acknowledges that pursuant to any enforcement action by the Security Agent (or a Receiver) carried out on the instructions of the Agent it may be desirable for the purpose of such enforcement and/or maximising the realisation of the Charged Property being enforced against, that any rights or claims of or by the Security Agent (for the benefit of the Finance Parties) and/or any Finance Parties against any Obligor and/or any Security Interest over any assets of any Obligor (in each case) as contained in or created by any Finance Document, other than such rights or claims or security being enforced, be released in order to facilitate such enforcement action and/or realisation and, notwithstanding any other provision of the Finance Documents, each Finance Party hereby irrevocably authorises the Security Agent (acting on the instructions of the Agent) to grant any such releases to the extent necessary to fully effect such enforcement action and realisation including, without limitation, to the extent necessary for such purposes to execute release documents in the name of and on behalf of the Finance Parties. Where the relevant enforcement is by way of disposal of shares in an Obligor, the requisite release shall include releases of all claims (including under guarantees) of the Finance Parties and/or the Security Agent against such Obligor and of all Security Interests over the assets of such Obligor.

34.38 Undertaking to pay

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Each Obligor which is a Party undertakes with the Security Agent on behalf of the Finance Parties that it will, on demand by the Security Agent, pay to the Security Agent all money from time to time owing, and discharge all other obligations from time to time incurred, by it under or in connection with the Finance Documents.

34.39 Additional trustees

The Security Agent shall have power by notice in writing to the other Finance Parties and the Borrowers to appoint any person, unless an Event of Default has occurred and is continuing, approved by the Borrowers (such approval not to be unreasonably withheld or delayed) either to act as separate trustee or as co-trustee jointly with the Security Agent:

(a) if the Security Agent reasonably considers such appointment to be in the best interests of the Finance Parties;

(b) for the purpose of conforming with any legal requirement, restriction or condition in any jurisdiction in which any particular act is to be performed; or

(c) for the purpose of obtaining a judgment in any jurisdiction or the enforcement in any jurisdiction against any person of a judgment already obtained,

and any person so appointed shall (subject to the provisions of this Agreement) have such rights (including as to reasonable remuneration), powers, duties and obligations as shall be conferred or imposed by the instrument of appointment. The Security Agent shall have power to remove any person so appointed. At the request of the Security Agent, the other parties to this Agreement shall forthwith execute all such documents and do all such things as may be required to perfect such appointment or removal and each such party irrevocably authorises the Security Agent in its name and on its behalf to do the same. Such a person shall accede to this Agreement as a Security Agent to the extent necessary to carry out their role on terms satisfactory to the Security Agent and (subject always to the provisions of this Agreement) have such trusts, powers, authorities, liabilities and discretions (not exceeding those conferred on the Security Agent by this Agreement and the other Finance Documents) and such duties and obligations as shall be conferred or imposed by the instrument of appointment (being no less onerous than would have applied to the Security Agent but for the appointment). The Security Agent shall not be bound to supervise, or be responsible for any loss incurred by reason of any act or omission of, any such person if the Security Agent shall have exercised reasonable care in the selection of such person.

34.40 Non-recognition of trust

It is agreed by all the parties to this Agreement that:

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(a) in relation to any jurisdiction the courts of which would not recognise or give effect to the trusts expressed to be constituted by this clause 34, the relationship of the Security Agent and the other Finance Parties shall be construed as one of principal and agent, but to the extent permissible under the laws of such jurisdiction, all the other provisions of this Agreement shall have full force and effect between the parties to this Agreement; and

(b) the provisions of this clause 34 insofar as they relate to the Security Agent in its capacity as trustee for the Finance Parties and the relationship between themselves and the Security Agent as their trustee may be amended by agreement between the other Finance Parties and the Security Agent. The Security Agent may amend all documents necessary to effect the alteration of the relationship between the Security Agent and the other Finance Parties and each such other party irrevocably authorises the Security Agent in its name and on its behalf to execute all documents necessary to effect such amendments.

34.41 Release of Security

If the Agent determines that the Facility Period has expired, then the Security Agent shall, with the approval of all the other Finance Parties, release, without recourse or warranty, all of the security then held by it, whereupon the Security Agent, the other Finance Parties and all Obligors shall be released from their obligations hereunder (save for those which arose prior to such winding up).

34.42 Role of the K-Sure Agent

34.42.1 Each of the K-Sure Facility Lenders and the Agent appoints the K-Sure Agent to act as its agent for the purposes of dealing with K-Sure in respect of the K-Sure Insurance Policies and the K-Sure Agent accepts the appointment on and subject to the terms of this clause 34.42.

34.42.2 The K-Sure Agent's duties under the Finance Documents are solely mechanical and administrative in nature.

34.42.3 The K-Sure Agent shall promptly forward to the Agent the original or a copy of any document which is delivered to the K-Sure Agent for another Party and shall promptly forward to K-Sure (in accordance with the provision of the K-Sure Insurance Policies) the original or a copy of any document which is delivered to the K-Sure Agent by any other Party.

34.42.4 Except where a Finance Document specifically provides otherwise, the K-Sure Agent is not obliged to review or check the adequacy, accuracy or completeness of any document it forwards to another Party.

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34.42.5 Clauses 34.7.6, 34.7.7 and 34.8 (Rights and discretions of the Agent), 34.8 (Responsibility for documentation and other matters), clause 34.9 (No duty to monitor), 34.10 (Exclusion of liability), 34.12 (Resignation of the Agent), 34.15 (Confidentiality), 34.16 (Relationship with the Lenders and Hedging Providers), 34.17 (Credit appraisal by the Lenders and Hedging Providers) and 34.20 (Deduction from amounts payable by the Agent) shall each extend so as to apply to the K-Sure Agent in its capacity as such and for that purpose each reference to the "Agent" in these clauses shall extend to include in addition a reference to the "K-Sure Agent" in its capacity as such, provided, that any change, substitution or resignation of the K-Sure Agent shall be subject to any consent requirement pursuant to the K-Sure Insurance Policies.

34.42.6 All communication between the Finance Parties and K-Sure shall be carried out exclusively through the K-Sure Agent.

34.42.7 Each Lender and each Hedging Provider shall deal with the K-Sure Agent exclusively through the Agent and shall not deal directly with the K-Sure Agent.

34.43 K-sure Insurance Policies

Each K-Sure Facility Lender represents and warrants to the K-Sure Agent that, with effect from the date it receives each K-Sure Insurance Policy, (i) it has reviewed the K-Sure Insurance Policy and is aware of the provisions thereof, (ii) any representations and warranties made by the K-Sure Agent on behalf of each K-Sure Facility Lender under the K-Sure Insurance Policy are true and correct with respect to such K-Sure Facility Lender in all respects, and (iii) no information provided by such K-Sure Facility Lender in writing to the K-Sure Agent or to K-Sure prior to the date hereof was incomplete, untrue or incorrect in any respect except to the extent that such K-Sure Facility Lender, in the exercise of reasonable care and due diligence prior to the giving of the information, could not have discovered the error or omission. Each K-Sure Facility Lender represents and warrants to the K-Sure Agent that it has not taken (or failed to take), and agrees with the K-Sure Agent that it shall not take (or fail to take), any action that would result in the K-Sure Agent being in breach of any of its obligations in its capacity as K-Sure Agent under the K-Sure Insurance Policies or the Finance Documents, or result in any of K-Sure Facility Lenders being in breach of any of their respective obligations as insured parties, under a K-Sure Insurance Policy, or which would otherwise prejudice the K-Sure Agent's ability to make a claim on behalf of the K-Sure Facility Lenders under a K-Sure Insurance Policy.

34.44 K-Sure Agent actions

The K-Sure Agent agrees to take such actions under the K-Sure Insurance Policies (including with respect to any amendment, modification or supplement to a K-Sure Insurance Policy) as may be directed on the unanimous instructions of the K-Sure Facility Lenders from time to time; provided that, anything herein or in a K-Sure Insurance Policy to the contrary notwithstanding, the K-Sure

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Agent shall not be obliged to take any such action or to expend or risk its own funds or otherwise incur any liability in the performance of any of its duties or the exercise of any of its rights or powers hereunder or thereunder if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it or if such action would be contrary to applicable law.

35 Conduct of business by the Finance Parties

35.1 Finance Parties tax affairs

No provision of this Agreement will:

(a) interfere with the right of any Finance Party to arrange its affairs (tax or otherwise) in whatever manner it thinks fit;

(b) oblige any Finance Party to investigate or claim any credit, relief, remission or repayment available to it or the extent, order and manner of any claim; or

(c) oblige any Finance Party to disclose any information relating to its affairs (tax or otherwise) or any computations in respect of Tax (other than as provided for in Clause 12.6 of this Agreement).

35.2 Finance Parties acting together

Notwithstanding clause 2.4 (Finance Parties' rights and obligations), if the Agent makes a declaration under clause 30.22 (Acceleration)the Agent shall, in the names of all the Finance Parties, take such action on behalf of the Finance Parties and conduct such negotiations with the Borrowers and any Group Members and generally administer the Facility in accordance with the wishes of the Majority Lenders. All the Finance Parties shall be bound by the provisions of this clause and no Finance Party shall be entitled to take action independently against any Obligor or any of its assets without the prior consent of the Majority Lenders.

This clause shall not override clause 34 (Roles of Agent, Security Agent, K-Sure Agent, Documentation Agent and Mandated Lead Arrangers) as it applies to the Security Agent.

35.3 Majority Lenders

35.3.1 Where any Finance Document provides for any matter to be determined by reference to the opinion of, or to be subject to the consent, approval or request of, the Majority Lenders or for any action to be taken on the instructions of the Majority Lenders (a majority decision), such majority decision shall (as between the Lenders) only be regarded as having been validly given or issued by the Majority Lenders if all the Lenders shall have received prior notice of the matter on which

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such majority decision is required and the relevant majority of Lenders shall have given or issued such majority decision. However (as between any Obligor and the Finance Parties) the relevant Obligor shall be entitled (and bound) to assume that such notice shall have been duly received by each Lender and that the relevant majority shall have been obtained to constitute Majority Lenders when notified to this effect by the Agent whether or not this is the case.

35.3.2 If, within ten Business Days of the Agent despatching to each Lender a notice requesting instructions (or confirmation of instructions) from the Lenders or the agreement of the Lenders to any amendment, modification, waiver, variation or excuse of performance for the purposes of, or in relation to, any of the Finance Documents, the Agent has not received a reply specifically giving or confirming or refusing to give or confirm the relevant instructions or, as the case may be, approving or refusing to approve the proposed amendment, modification, waiver, variation or excuse of performance, then (irrespective of whether such Lender responds at a later date) the Agent shall treat any Lender which has not so responded as having indicated a desire to be bound by the wishes of 66²/₃ per cent of those Lenders (measured in terms of the total Commitments of those Lenders) which have so responded.

35.3.3 For the purposes of clause 35.3.2, any Lender which notifies the Agent of a wish or intention to abstain on any particular issue shall be treated as if it had not responded.

35.3.4 Clauses 35.3.2 and 35.3.3 shall not apply in relation to those matters referred to in, or the subject of, clause 36.5 (Exceptions).

35.4 Conflicts

35.4.1 Each Borrower acknowledges that any Mandated Lead Arranger and its parent undertaking, subsidiary undertakings and fellow subsidiary undertakings (together an Arranger Group) may be providing debt finance, equity capital or other services (including financial advisory services) to other persons with which the Borrowers may have conflicting interests in respect of the Facility or otherwise.

35.4.2 No member of an Arranger Group shall use confidential information gained from any Obligor by virtue of the Facility or its relationships with any Obligor in connection with their performance of services for other persons. This shall not, however, affect any obligations that any member of an Arranger Group has as Agent in respect of the Finance Documents. The Borrowers also acknowledge that no member of an Arranger Group has any obligation to use or furnish to any Obligor information obtained from other persons for their benefit.

35.4.3 The terms parent undertaking, subsidiary undertaking and fellow subsidiary undertaking when used in this clause have the meaning given to them in sections 1161 and 1162 of the Companies Act 2006.

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35.5 Conflict and K-sure Insurance Policy override

Without limiting in any manner the rights of the Lenders under the Facilities (other than the K-sure Facility), and subject and without prejudice to any amendments, consents or waivers as may be given, consented or agreed to by the Agent which is contrary to or inconsistent with any vote exercised by the K-sure Lenders (acting on the instructions of K-sure);

(a) in case of any conflict between the Finance Documents and the K-sure Insurance Policy, the K-sure Insurance Policy shall, as between the K-sure Lenders and K-sure, prevail, and to the extent of such conflict or inconsistency, none of the K-sure Lenders or the K-sure Agent shall assert to K-sure, the terms of the relevant Finance Documents; and

(b) nothing in this Agreement or any Finance Document shall permit or oblige any K-sure Lender or the K-sure Agent to act (or omit to act) in a manner that is inconsistent with any requirement of K-sure under or in connection with the K-sure Insurance Policy.

35.6 Prior consultation with K-Sure

35.6.1 The Borrowers acknowledge that the Agent may, under the terms of a K-Sure Insurance Policy, be required:

(a) to consult with the K-Sure Agent (who shall in turn consult with K-Sure), prior to the exercise of certain decisions under the Finance Documents (including the exercise of such voting rights in relation to any substantial amendment to any Finance Document); and

(b) to follow certain instructions given by the K-Sure Agent (acting on the instructions of K-Sure), subject to clauses 35.2 and 35.3.

35.6.2 Each Finance Party will be deemed to have acted reasonably if it has acted on the instructions of the Agent (given by the K-Sure Agent (acting on the instructions of K-Sure) to the Agent in accordance with the terms of the K-Sure Insurance Policies) in the making of any such decision or the taking or refraining from taking any action under any Finance Document to which it is a party.

35.7 Disenfranchisement of Defaulting Lenders

35.7.1 For so long as a Defaulting Lender has any undrawn Commitments, in ascertaining:

(a) the Majority Lenders; or

(b) whether:

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(i) any given percentage (including, for the avoidance of doubt, unanimity) of the Total Commitments under the Facility; or

(ii) the agreement of any specified group of Lenders,

has been obtained to approve any request for a consent, waiver, amendment or other vote under the Finance Documents,

that Defaulting Lender's Commitments will be reduced by the amount of its undrawn Commitments and, to the extent that the reduction results in that Defaulting Lender’s Commitments being zero and it has no participation in the Loans, that Defaulting Lender shall be deemed not to be a Lender for the purposes paragraphs (a) and (b) above.

35.7.2 For the purposes of clause 35.7.1, the Agent may assume that the following Lenders are Defaulting Lenders:

(a) any Lender which has notified the Agent that it has become a Defaulting Lender; and

(b) any Lender in relation to which it is aware that any of the events or circumstances referred to in paragraphs (a), (b) or (c) of the definition of Defaulting Lender has occurred,

unless it has received notice to the contrary from the Lender concerned (together with any supporting evidence reasonably requested by the Agent) or the Agent is otherwise aware that the Lender has ceased to be a Defaulting Lender.

35.8 Excluded Commitments

35.8.1 If any Defaulting Lender fails to respond to a request for a consent, waiver, amendment of or in relation to any term of any Finance Document or any other vote of Lenders under the terms of this Agreement within 10 Business Days of that request being made (unless the Borrowers and the Agent agree to a longer time period in relation to any request), subject to clause 35.7:

(a) its Commitments or its participation in the Loans shall not be included for the purpose of calculating the Total Commitments or the amount of the Loans when ascertaining whether any relevant percentage (including, for the avoidance of doubt, unanimity) of Total Commitments or the amount of the Loans has been obtained to approve that request; and

(b) its status as a Lender shall be disregarded for the purpose of ascertaining whether the agreement of any specified group of Lenders has been obtained to approve that request.

35.9 Replacement of a Defaulting Lender

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35.9.1 The Borrowers may, at any time a Lender has become and continues to be a Defaulting Lender, by giving 20 Business Days' prior written notice to the Agent and such Lender:

(a) replace such Lender by requiring such Lender to (and to the extent permitted by law such Lender shall) transfer pursuant to clause 32 (Changes to the Lenders) all (and not part only) of its rights and obligations under this Agreement; or

(b) require such Lender to (and to the extent permitted by law such Lender shall) transfer pursuant to clause 32 (Changes to the Lenders) all (and not part only) of the undrawn Commitments of the Lender,

to a Lender or other bank or financial institution (a Replacement Lender) selected by the Borrowers, and which is acceptable to the Agent (acting reasonably and with the approval of the Majority Lenders) and (in the case of any transfer of any undrawn Commitments), which confirms its willingness to assume and does assume all the obligations or all the relevant obligations of the transferring Lender (including the assumption of the transferring Lender's participations or unfunded participations (as the case may be) on the same basis as the transferring Lender) for a purchase price in cash payable at the time of transfer equal to the outstanding principal amount of such Lender's participation in the outstanding Loans and all accrued interest, Break Costs and other amounts payable in relation thereto under the Finance Documents.

35.9.2 Any transfer of rights and obligations of a Defaulting Lender pursuant to this clause shall be subject to the following conditions:

(a) the Borrowers shall have no right to replace the Agent;

(b) neither the Agent nor the Defaulting Lender shall have any obligation to the Borrowers to find a Replacement Lender;

(c) the transfer must take place no later than 20 days after the notice referred to in clause 35.9.1; and

(d) in no event shall the Defaulting Lender be required to pay or surrender to the Replacement Lender any of the fees received by the Defaulting Lender pursuant to the Finance Documents.

36 Sharing among the Finance Parties

36.1 Payments to Finance Parties

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If a Finance Party (a Recovering Finance Party) receives or recovers any amount from an Obligor other than in accordance with clause 37 (Payment mechanics) (a Recovered Amount) and applies that amount to a payment due under the Finance Documents then:

(a) the Recovering Finance Party shall, within three Business Days, notify details of the receipt or recovery, to the Agent;

(b) the Agent shall determine whether the receipt or recovery is in excess of the amount the Recovering Finance Party would have been paid had the receipt or recovery been received or made by the Agent and distributed in accordance with clause 37 (Payment mechanics), without taking account of any Tax which would be imposed on the Agent in relation to the receipt, recovery or distribution; and

(c) the Recovering Finance Party shall, within three Business Days of demand by the Agent, pay to the Agent an amount (the Sharing Payment) equal to such receipt or recovery less any amount which the Agent determines may be retained by the Recovering Finance Party as its share of any payment to be made, in accordance with clause 37.5 (Partial payments).

36.2 Redistribution of payments

The Agent shall treat the Sharing Payment as if it had been paid by the relevant Obligor and distribute it between the Finance Parties (other than the Recovering Finance Party) (the Sharing Finance Parties) in accordance with clause 37.5 (Partial payments) towards the obligations of that Obligor to the Sharing Finance Parties.

36.3 Recovering Finance Party's rights

On a distribution by the Agent under clause 36.2 (Redistribution of payments) of a payment received by a Recovering Finance Party from an Obligor, as between the relevant Obligor and the Recovering Finance Party, an amount of the Recovered Amount equal to the Sharing Payment will be treated as not having been paid by that Obligor to that Recovering Finance Party.

36.4 Reversal of redistribution

If any part of the Sharing Payment received or recovered by a Recovering Finance Party becomes repayable and is repaid by that Recovering Finance Party, then:

(a) each Sharing Finance Party shall, upon request of the Agent, pay to the Agent for the account of that Recovering Finance Party an amount equal to the appropriate part of its share of the Sharing Payment (together with an amount as is necessary to reimburse that Recovering Finance Party for its proportion of any interest on the Sharing Payment

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which that Recovering Finance Party is required to pay) (the Redistributed Amount); and

(b) as between the relevant Obligor and each relevant Sharing Finance Party, an amount equal to the relevant Redistributed Amount will be treated as not having been paid by that Obligor.

36.5 Exceptions

36.5.1 This clause 36 shall not apply to the extent that the Recovering Finance Party would not, after making any payment pursuant to this clause, have a valid and enforceable claim against the relevant Obligor.

36.5.2 A Recovering Finance Party is not obliged to share with any other Finance Party any amount which the Recovering Finance Party has received or recovered as a result of taking legal or arbitration proceedings, if:

(a) it notified that other Finance Party of the legal or arbitration proceedings;

(b) the taking legal or arbitration proceedings was in accordance with the terms of this Agreement; and

(c) that other Finance Party had an opportunity to participate in those legal or arbitration proceedings but did not do so as soon as reasonably practicable having received notice and did not take separate legal or arbitration proceedings.

SECTION 11 -

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ADMINISTRATION

37 Payment mechanics

37.1 Payments to the Agent

37.1.1 On each date on which an Obligor or a Lender is required to make a payment under a Finance Document (other than a Hedging Contract), that Obligor or Lender shall make the same available to the Agent (unless a contrary indication appears in a Finance Document) for value on the due date at the time and in such funds specified by the Agent as being customary at the time for settlement of transactions in the relevant currency in the place of payment.

37.1.2 Payment shall be made to such account in the principal financial centre of the country of that currency (or, in relation to euro, in a principal financial centre in such Participating Member State or London or Stockholm, as specified by the Agent) and with such bank as the Agent, in each case, specifies.

37.2 Distributions by the Agent

Each payment received by the Agent under the Finance Documents for another Party shall, subject to clause 37.3 (Distributions to an Obligor) and clause 37.4 (Clawback and prefunding) be made available by the Agent as soon as practicable after receipt to the Party entitled to receive payment in accordance with this Agreement (in the case of a Lender, for the account of its Facility Office), to such account as that Party may notify to the Agent by not less than five Business Days' notice with a bank specified by that Party in the principal financial centre of the country of that currency (or, in relation to euro, in the principal financial centre of a Participating Member State or London or Stockholm, as specified by that Party).

37.3 Distributions to an Obligor

The Agent may (with the consent of the Obligor or in accordance with clause 38 (Set-off)) apply any amount received by it for that Obligor in or towards payment (on the date and in the currency and funds of receipt) of any amount due from that Obligor under the Finance Documents or in or towards purchase of any amount of any currency to be so applied.

37.4 Clawback and pre-funding

37.4.1 Where a sum is to be paid to the Agent under the Finance Documents for another Party, the Agent is not obliged to pay that sum to that other Party (or to enter into or perform any related exchange contract) until it has been able to establish to its satisfaction that it has actually received that sum.

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37.4.2 Unless clause 37.4.3 applies, if the Agent pays an amount to another Party and it proves to be the case that the Agent had not actually received that amount, then the Party to whom that amount (or the proceeds of any related exchange contract) was paid by the Agent shall on demand refund the same to the Agent together with interest on that amount from the date of payment to the date of receipt by the Agent, calculated by the Agent to reflect its cost of funds.

37.4.3 If the Agent has notified the Lenders that it is willing to make available amounts for the account of a Borrower before receiving funds from the Lenders then if and to the extent that the Agent does so but it proves to be the case that it does not then receive funds from a Lender in respect of a sum which it paid to a Borrower:

(a) the Borrower shall on demand refund it to the Agent; and

(b) the Lender by whom those funds should have been made available or, if that Lender fails to do so, the Borrowers, shall on demand pay to the Agent the amount (as certified by the Agent) which will indemnify the Agent against any funding cost incurred by it as a result of paying out that sum before receiving those funds from that Lender.

37.5 Partial payments

37.5.1 If the Agent receives a payment for application against amounts in respect of any Finance Documents that is insufficient to discharge all the amounts then due and payable by an Obligor under those Finance Documents, the Agent shall apply that payment towards the obligations of that Obligor under those Finance Documents in the following order:

(a) first, in or towards payment pro rata of any unpaid fees, costs and expenses (other than any fees payable under clause 11 (Fees and Premiums)) owing to the Agent, the Security Agent, the Documentation Agent or the Mandated Lead Arrangers under those Finance Documents except for the Hedging Contracts;

(b) secondly, in or towards payment to the Lenders pro rata of any amount owing to the Lenders under clause 34.11 (Lenders' indemnity to the Agent)including any amount resulting from the indemnity to the Security Agent under clause 34.23.1 (Application of certain clauses to Security Agent);

(c) thirdly, in or towards payment to the Lenders pro rata of any accrued interest, fee or commission due but unpaid to the Lenders and any fees payable under clause 11 (Fees and Premiums) owing to the Agent, the Security Agent, the Documentation Agent or the Mandated Lead Arrangers under those Finance Documents except for the Hedging Contracts;

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(d) fourthly, in or towards payment to the Lenders pro rata of any principal due but unpaid to the Lenders under those Finance Documents except for the Hedging Contracts;

(e) fifthly, in or towards payment pro rata of any other sum due but unpaid to the Finance Parties (other than the Hedging Providers) under the Finance Documents except for the Hedging Contracts; and

(f) sixthly, in or towards payment to the Hedging Providers pro rata of any net accrued interest, fees, commission or any other net amounts due to them but unpaid under the Hedging Contracts.

For the avoidance of doubt, all payments to the Hedging Providers under the Hedging Contracts will be fully subordinated to any sum due but unpaid to any Finance Parties (other than the Hedging Providers) under the Finance Documents except for the Hedging Contracts.

37.5.2 The Agent shall, if so directed by all the Lenders, K-Sure and each Hedging Provider, vary the order set out in paragraphs (c) to (f) of clause 37.5.1.

37.5.3 Clauses 37.5.1 and 37.5.2 above will override any appropriation made by an Obligor.

37.6 No set-off by Obligors

All payments to be made by an Obligor under the Finance Documents shall be calculated and be made without (and free and clear of any deduction for) set-off or counterclaim.

37.7 Business Days

37.7.1 Any payment under the Finance Documents which is due to be made on a day that is not a Business Day shall be made on the next Business Day in the same calendar month (if there is one) or the preceding Business Day (if there is not).

37.7.2 During any extension of the due date for payment of any principal or Unpaid Sum under this Agreement interest is payable on the principal or Unpaid Sum at the rate payable on the original due date.

37.8 Currency of account

37.8.1 Subject to clauses 37.8.2 to 37.8.3, dollars is the currency of account and payment for any sum due from an Obligor under any Finance Document.

37.8.2 A repayment of all or part of a Loan or an Unpaid Sum and each payment of interest shall be made in dollars on its due date.

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37.8.3 Each payment in respect of the amount of any costs, expenses or Taxes or other losses shall be made in dollars and, if they were incurred in a currency other than dollars, the amount payable under the Finance Documents shall be the equivalent in dollars of the relevant amount in such other currency on the date on which it was incurred.

37.8.4 All moneys received or held by the Security Agent or by a Receiver under a Security Document in a currency other than dollars may be sold for dollars and the Obligor which executed that Security Document shall indemnify the Security Agent against the full cost in relation to the sale. Neither the Security Agent nor such Receiver will have any liability to that Obligor in respect of any loss resulting from any fluctuation in exchange rates after the sale.

37.9 Change of currency

37.9.1 Unless otherwise prohibited by law, if more than one currency or currency unit are at the same time recognised by the central bank of any country as the lawful currency of that country, then:

(a) any reference in the Finance Documents to, and any obligations arising under the Finance Documents in, the currency of that country shall be translated into, or paid in, the currency or currency unit of that country designated by the Agent (after consultation with the Borrowers); and

(b) any translation from one currency or currency unit to another shall be at the official rate of exchange recognised by the central bank for the conversion of that currency or currency unit into the other, rounded up or down by the Agent (acting reasonably).

37.9.2 If a change in any currency of a country occurs, this Agreement will, to the extent the Agent (acting reasonably and after consultation with the Borrowers) specifies to be necessary, be amended to comply with any generally accepted conventions and market practice in the London interbank market and otherwise to reflect the change in currency.

37.10 Disruption to payment systems etc.

If either the Agent determines (in its discretion) that a Payment Disruption Event has occurred or the Agent is notified by the Borrowers that a Payment Disruption Event has occurred:

(a) the Agent may, and shall if requested to do so by the Borrowers, consult with the Borrowers with a view to agreeing with the Borrowers such changes to the operation or administration of the Facilities as the Agent may deem necessary in the circumstances;

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(b) the Agent shall not be obliged to consult with the Borrowers in relation to any changes mentioned in paragraph (a) above if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes;

(c) the Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (a) above but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances;

(d) any such changes agreed upon by the Agent and the Borrowers shall (whether or not it is finally determined that a Payment Disruption Event has occurred) be binding upon the Parties as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of clause 43 (Amendments and waivers);

(e) the Agent shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this clause 37.10; and

(f) the Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (d) above.

38 Set-off

A Finance Party may set off any matured obligation due from an Obligor under the Finance Documents (to the extent beneficially owned by that Finance Party) against any matured obligation owed by that Finance Party to that Obligor, regardless of the place of payment, booking branch or currency of either obligation. If the obligations are in different currencies, the Finance Party may convert either obligation at a market rate of exchange in its usual course of business for the purpose of the set-off.

39 Notices

39.1 Communications in writing

Any communication to be made under or in connection with the Finance Documents shall be made in writing and, unless otherwise stated, may be made by fax or letter.

39.2 Addresses

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The address, and fax number (and the department or officer, if any, for whose attention the communication is to be made) of each Obligor or Finance Party for any communication or document to be made or delivered under or in connection with the Finance Documents is:

(a) in the case of any Obligor which is a Party, that identified with its name in Schedule 1 (The original parties);

(b) in the case of any Obligor which is not a Party, that identified in any Finance Document to which it is a party;

(c) in the case of the Security Agent, the Agent and any other original Finance Party that identified with its name in Schedule 1 (The original parties); and

(d) in the case of each Lender or other Finance Party, that notified in writing to the Agent on or prior to the date on which it becomes a Party in the relevant capacity,

or, in each case, any substitute address, fax number, or department or officer as an Obligor or Finance Party may notify to the Agent (or the Agent may notify to the other Parties, if a change is made by the Agent) by not less than five Business Days' notice.

39.3 Delivery

39.3.1 Any communication or document made or delivered by one person to another under or in connection with the Finance Documents will only be effective:

(a) if by way of fax, when received in legible form; or

(b) if by way of letter, when it has been left at the relevant address or five Business Days after being deposited in the post postage prepaid in an envelope addressed to it at that address;

and, if a particular department or officer is specified as part of its address details provided under clause 39.2 (Addresses), if addressed to that department or officer.

39.3.2 Any communication or document to be made or delivered to the Agent or the Security Agent will be effective only when actually received by the Agent or the Security Agent and then only if it is expressly marked for the attention of the department or officer identified in Schedule 1 (The original parties) (or any substitute department or officer as the Agent or the Security Agent shall specify for this purpose).

39.3.3 All notices from or to an Obligor shall be sent through the Agent.

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39.3.4 Any communication or document made or delivered to the Borrowers in accordance with this clause will be deemed to have been made or delivered to each of the Obligors.

39.3.5 Any communication or document which becomes effective, in accordance with clauses 39.3.1 to 39.3.4 above, after 5:00pm in the place of receipt shall be deemed only to become effective on the following day.

39.4 Notification of address and fax number

Promptly upon receipt of notification of an address or fax number or change of address or fax number pursuant to clause 39.2 (Addresses) or changing its own address or fax number, the Agent shall notify the other Parties.

39.5 Electronic communication

39.5.1 Any communication to be made between any two Parties under or in connection with the Finance Documents may be made by electronic mail or other electronic means to the extent that those two Parties agree that, unless and until notified to the contrary, this is to be an accepted form of communication and if those two Parties:

(a) notify each other in writing of their electronic mail address and/or any other information required to enable the sending and receipt of information by that means; and

(b) notify each other of any change to their address or any other such information supplied by them by not less than five Business Days’ notice.

39.5.2 Any electronic communication made between those two Parties will be effective only when actually received in readable form and in the case of any electronic communication made by a Party to the Agent or the Security Agent only if it is addressed in such a manner as the Agent or the Security Agent shall specify for this purpose.

39.5.3 Any electronic communication which becomes effective, in accordance with clause 39.5.2 above, after 5:00 p.m. in the place of receipt shall be deemed only to become effective on the following day.

39.6 English language

39.6.1 Any notice given under or in connection with any Finance Document shall be in English.

39.6.2 All other documents provided under or in connection with any Finance Document shall be:

(a) in English; or

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(b) if not in English, and if so required by the Agent, accompanied by a certified English translation and, in this case, the English translation will prevail unless the document is a constitutional, statutory or other official document.

40 Calculations and certificates

40.1 Accounts

In any litigation or arbitration proceedings arising out of or in connection with a Finance Document, the entries made in the accounts maintained by a Finance Party are prima facie evidence of the matters to which they relate.

40.2 Certificates and determinations

Any certification or determination by a Finance Party of a rate or amount under any Finance Document is, in the absence of manifest error, conclusive evidence of the matters to which it relates.

40.3 Day count convention

Any interest, commission or fee accruing under a Finance Document will accrue from day to day and is calculated on the basis of the actual number of days elapsed and a year of 360 days or, in any case where the practice in the Interbank Market differs, in accordance with that market practice.

41 Partial invalidity

If, at any time, any provision of a Finance Document is or becomes illegal, invalid or unenforceable in any respect under any law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions nor the legality, validity or enforceability of such provision under the law of any other jurisdiction will in any way be affected or impaired.

42 Remedies and waivers

No failure to exercise, nor any delay in exercising, on the part of any Finance Party, any right or remedy under a Finance Document shall operate as a waiver of any such right or remedy or constitute an election to affirm any of the Finance Documents. No election to affirm any of the Finance Documents on the part of any Finance Party shall be effective unless it is in writing. No single or partial exercise of any right or remedy shall prevent any further or other exercise or the exercise of any other right or remedy. The rights and remedies provided in the Finance Documents are cumulative and not exclusive of any rights or remedies provided by law.

43 Amendments and waivers

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43.1 Required consents

43.1.1 Subject to clauses 43.2 (All Lender matters) and 43.3 (Other exceptions), any term of the Finance Documents may be amended or waived with the consent of the Agent (acting on the instructions of the Majority Lenders and, if it affects the rights and obligations of the Agent or the Security Agent, the consent of the Agent or the Security Agent and, if it affects the rights and obligations of the Hedging Providers, the consent of the Hedging Providers and, if it affects the rights and obligations of K-Sure, the consent of K-Sure) and any such amendment or waiver agreed or given by the Agent will be binding on all the Finance Parties.

43.1.2 The Agent may (or, in the case of the Security Documents, instruct the Security Agent to) effect, on behalf of any Finance Party, any amendment or waiver permitted by this clause 43.

43.1.3 Without prejudice to the generality of sub-clauses 34.7.3, 34.7.4 and 34.7.5 of clause 34.7 (Rights and discretions of Agent), the Agent may engage, pay for and rely on the services of lawyers in determining the consent level required for and effecting any amendment, waiver or consent under this Agreement.

43.1.4 Each Obligor agrees to any such amendment or waiver permitted by this clause 43 which is agreed to by the Borrowers. This includes any amendment or waiver which would, but for this clause 43.1.4, require the consent of the Parent.

43.2 All Lender matters

43.2.1 An amendment, waiver or discharge or release or a consent of, or in relation to, the terms of any Finance Document that has the effect of changing or which relates to:

(a) the definition of "Majority Lenders" in clause 1.1 (Definitions);

(b) the definition of "Last Availability Date" in clause 1.1 (Definitions);

(c) an extension to the date of payment of any amount under the Finance Documents;

(d) a reduction in the Margin or a reduction in the amount of any payment of principal, interest, fees or commission payable or the rate at which they are calculated;

(e) an increase in, or an extension of, any Commitment or any requirement that a cancellation of Commitments reduces the Commitments of the Lenders pro rata under the Facilities;

(f) a change to any Borrower or any other Obligor;

(g) any provision which expressly requires the consent or approval of all the Lenders;

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(h) clause 2.4 (Finance Parties' rights and obligations), clauses 7.2.1 and 7.2.5 (Prepayment option), clause 32 (Changes to the Lenders), clause 36.1 (Payments to Finance Parties), this clause 43, clause 45 (Governing law) or clause 46.1 (Jurisdiction of English courts);

(i) the order of distribution under clause 37.5 (Partial payments);

(j) the order of distribution under clause 34.26.1 (Order of application);

(k) the currency in which any amount is payable under any Finance Document;

(l) an increase in any Commitment, Facility Commitment or the Total Commitments, an extension of any period within which a Facility is available for Utilisation or any requirement that a cancellation of Commitments reduces the Commitments and/or the Facility Commitments pro rata;

(m) the nature or scope of the Charged Property or the manner in which the proceeds of enforcement of the Security Documents are distributed;

(n) the nature or scope of the guarantee and indemnity granted under clause 17 (Guarantee and Indemnity); or

(o) the circumstances in which the security constituted by the Security Documents are permitted or required to be released under any of the Finance Documents,

shall not be made, or given, without the prior consent of all the Lenders.

43.3 Other exceptions

43.3.1 Amendments to or waivers in respect of the Hedging Contracts may only be agreed by the relevant Hedging Provider.

43.3.2 Amendments to or waivers in respect of clause 7.2.2 (Prepayment option) may only be agreed with the consent of each of the KEXIM Facility Lenders.

43.3.3 Amendments to or waivers in respect of clause 7.2.3 (Prepayment option) may only be agreed with the consent of each of the K-Sure Facility Lenders.

43.3.4 Amendments to or waivers in respect of clause 7.10 (Termination of a K-Sure Insurance Policy) may only be agreed with the consent of each of the K-Sure Facility Lenders.

43.3.5 An amendment or waiver which relates to the rights or obligations of the Agent, the Security Agent, the Documentation Agent or the Mandated Lead Arrangers in their respective capacities as

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such (and not just as a Lender) may not be effected without the consent of the Agent, the Security Agent, the Documentation Agent or the Mandated Lead Arrangers (as the case may be).

43.3.6 Notwithstanding clauses 43.1 and 43.2.1 to 43.3.5 (inclusive), the Agent may make technical amendments to the Finance Documents arising out of manifest errors on the face of the Finance Documents, where such amendments would not prejudice or otherwise be adverse to the interests of any Finance Party without any reference or consent of the Finance Parties.

43.4 Releases

Except with the approval of the Lenders or for a release which is expressly permitted or required by the Finance Documents, the Agent shall not have authority to authorise the Security Agent to release:

(a) any Charged Property from the security constituted by any Security Document; or

(b) any Obligor from any of its guarantee or other obligations under any Finance Document.

44 Counterparts

Each Finance Document may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of the Finance Document.

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SECTION 12 - GOVERNING LAW AND ENFORCEMENT

45 Governing law

This Agreement and any non-contractual obligations connected with it are governed by English law.

46 Enforcement

46.1 Jurisdiction of English courts

46.1.1 The courts of England have exclusive jurisdiction to settle any dispute arising out of or in connection with this Agreement or any non-contractual obligations connected with it (including a dispute regarding the existence, validity or termination of this Agreement) (a Dispute).

46.1.2 The Parties agree that the courts of England are the most appropriate and convenient courts to settle Disputes and accordingly no Party will argue to the contrary.

46.1.3 This clause 46.1 is for the benefit of the Finance Parties only. As a result, no Finance Party shall be prevented from taking proceedings relating to a Dispute in any other courts with jurisdiction. To the extent allowed by law, the Finance Parties may take concurrent proceedings in any number of jurisdictions.

46.2 Service of process

Without prejudice to any other mode of service allowed under any relevant law, each Obligor which is a Party (other than an Obligor incorporated in England and Wales):

(a) irrevocably appoints the person named in Schedule 1 (The original parties) as that Obligor's English process agent as its agent for service of process in relation to any proceedings before the English courts in connection with any Finance Document;

(b) agrees that failure by a process agent to notify the relevant Obligor of the process will not invalidate the proceedings concerned; and

(c) if any person appointed as process agent for an Obligor is unable for any reason to act as agent for service of process, that Obligor must immediately (and in any event within ten days of such event taking place) appoint another agent on terms acceptable to the Agent. Failing this, the Agent may appoint another agent for this purpose.

This Agreement has been entered into on the date stated at the beginning of this Agreement.

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Schedule 1The original parties

Borrowers

Name:	Golar Hull M2021 Corp.
Original Jurisdiction	Marshall Islands
Registration number (or equivalent, if any)	46818
English process agent (if not incorporated in England)	Golar Management Ltd
Registered office	Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH 96960
Address for service of notices	13th Floor, One America Square, 17 Crosswall, London, EC3N 2LB

Name:	Golar Hull M2026 Corp.
Original Jurisdiction	Marshall Islands
Registration number (or equivalent, if any)	46890
English process agent (if not incorporated in England)	Golar Management Ltd
Registered office	Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH 96960
Address for service of notices	13th Floor, One America Square, 17 Crosswall, London, EC3N 2LB

Name:	Golar Hull M2031 Corp.
Original Jurisdiction	Marshall Islands
Registration number (or equivalent, if any)	47445
English process agent (if not incorporated in England)	Golar Management Ltd
Registered office	Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH 96960
Address for service of notices	13th Floor, One America Square, 17 Crosswall, London, EC3N 2LB

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Name:	Golar Hull M2022 Corp.
Original Jurisdiction	Marshall Islands
Registration number (or equivalent, if any)	46819
English process agent (if not incorporated in England)	Golar Management Ltd
Registered office	Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH 96960
Address for service of notices	13th Floor, One America Square, 17 Crosswall, London, EC3N 2LB

Name:	Golar Hull M2023 Corp.
Original Jurisdiction	Marshall Islands
Registration number (or equivalent, if any)	46820
English process agent (if not incorporated in England)	Golar Management Ltd
Registered office	Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH 96960
Address for service of notices	13th Floor, One America Square, 17 Crosswall, London, EC3N 2LB

Name:	Golar Hull M2027 Corp.
Original Jurisdiction	Marshall Islands
Registration number (or equivalent, if any)	46891
English process agent (if not incorporated in England)	Golar Management Ltd
Registered office	Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH 96960
Address for service of notices	13th Floor, One America Square, 17 Crosswall, London, EC3N 2LB

Name:	Golar Hull M2024 Corp.
Original Jurisdiction	Marshall Islands
Registration number (or equivalent, if any)	46821
English process agent (if not incorporated in England)	Golar Management Ltd
Registered office	Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH 96960
Address for service of notices	13th Floor, One America Square, 17 Crosswall, London, EC3N 2LB

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Name:	Golar LNG NB12 Corporation
Original Jurisdiction	Marshall Islands
Registration number (or equivalent, if any)	53183
English process agent (if not incorporated in England)	Golar Management Ltd
Registered office	Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH 96960
Address for service of notices	13th Floor, One America Square, 17 Crosswall, London, EC3N 2LB

Parent

Name of Parent	Golar LNG Limited
Original Jurisdiction	Bermuda
Registration number (or equivalent, if any)	30506
English process agent (if not incorporated in England)	Golar Management Ltd
Registered office	Par-la-Ville Place, Par-la-Ville Road, Hamilton HM08, Bermuda
Address for service of notices	13th Floor, One America Square, 17 Crosswall, London, EC3N 2LB

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The Original KEXIM Facility Lender

Name	The Export-Import Bank of Korea
Facility Office, address, fax number and attention details for notices	Lending Office The Export-Import Bank of Korea 16-1, Yoido-dong, Youngdeungpo-gu Seoul, 150-996 Republic of Korea Address for Notices The Export-Import Bank of Korea 16-1, Yoido-dong, Youngdeungpo-gu Seoul, 150-996 Republic of Korea Fax: +822 3779 6745 Attention: Ship Finance Department
KEXIM Facility Commitment ($)	450,000,000

The Original K-Sure Facility Lenders

Name	Korea Finance Corporation
Facility Office, address, fax number and attention details for notices	Address: 22, Eunghaeng-Ro (Yeouido-Dong)       Yeongdeungpo-Gu       Seoul 150-873,       South Korea Fax: +822 6922 6681 Attention: Mr. Yangho Oh / Ms. Jiwon Chung / Mr. Yongjai Baik / Ms. Bitna Park / Mr. Hyunmok Jung
K-Sure Facility Commitment ($)	250,000,000

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Name	Citibank, N.A. London Branch
Facility Office, address, fax number and attention details for notices	For Credit Matters: Address: Citigroup Centre       Canada Square       London E14 5LB Fax: +44 20 7986 4881 Attention: Davide Alessandrini / Kiran Deoram Matondkar / Tarvinder Singh Basi / Min-Suk Oh For operational matters: Address: C/o Citibank International plc Poland Branch       8 Chalubinskiego St, 8th Floor       Warsaw 00-613       Poland Fax: +44 20 7942 7512 Attention: Patrycja Paulina Gara / Wiktor Susicki / Kara Catt / Linsay Cane
K-Sure Facility Commitment ($)	65,251,193.30

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Name	Swedbank AB (publ)
Facility Office, address, fax number and attention details for notices	For credit matters: Address: Filipstad Brygge 1       P.O. BOX 1441 Vika       N- 0115 Oslo       Norway Fax: +47 23 11 62 01 Attention: Johan Erland And Address: Large Corporates & Institutions, Loans & Syndications E71       SE – 10534 Stockholm       Sweden Fax: +46 8 700 84 09 Attention: Anna Engberg For operation matters: Address: Large Corporates & Institutions/ Customer Service E768       SE – 10534 Stockholm       Sweden Fax: +46 8 700 81 32 Attention: Customer Service / Richard Lönnqvist / Eva Bergkvist For documentation matters: Address: Large Corporates & Institutions, Loan Agency E7       SE – 10534 Stockholm       Sweden Fax: +46 8 700 84 09 Attention: Victoria Wiklund/Jessica Långberg
K-Sure Facility Commitment ($)	33,032,801.73

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Name	Danske Bank, Norwegian Branch
Facility Office, address, fax number and attention details for notices	For credit matters: Address: Stortingsgata 6       N-0161 Oslo       Norway Fax: +47 85 40 79 90 Attention: Tom Erik Vågen / Ida Iselin Vestbakken For operational matters: Address: Søndre gate 15 (P.O Box 4700)       N-7466 Trondheim       Norway Fax: +47 85 40 79 69 Attention: Danske Bank Loan Administration, Att. Maria Maria Reguilon Aune
K-Sure Facility Commitment ($)	56,920,158.36

Name	DVB Bank SE
Facility Office, address, fax number and attention details for notices	Address: Park House       16-18 Finsbury Circus       London EC2M 7EB For credit matters: Fax: +44 20 7256 4529 Attention: Cornelia Urban For operational matters: Fax: + 44 207 256 4352 Attention: Transactions and Loan Services
K-Sure Facility Commitment ($)	27,500,000.00

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Name	Skandinaviska Enskilda Banken AB (publ)
Facility Office, address, fax number and attention details for notices	For credit matters: Address: 2 , Cannon Street               London EC4M 6XX Fax: +44 20 72365144 Attention: Scott Lewallen / Malcolm Stonehouse For operational matters: Address: Rissneleden 110                106 40 Stockholm                Sweden Fax: +46 8611 0384 Attention: SEB Structured Credit Operations
K-Sure Facility Commitment ($)	16,516,400.87

The Original Commercial Facility Lenders

Name	Korea Finance Corporation
Facility Office, address, fax number and attention details for notices	Address: 22, Eunghaeng-Ro (Yeouido-Dong)       Yeongdeungpo-Gu       Seoul 150-873,       South Korea Fax: +822 6922 6681 Attention: Mr. Yangho Oh / Ms. Jiwon Chung / Mr. Yongjai Baik / Ms. Bitna Park / Mr. Hyunmok Jung
K-Sure Facility Commitment ($)	50,000,000

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Name	Citibank, N.A. London Branch
Facility Office, address, fax number and attention details for notices	For Credit Matters: Address: Citigroup Centre       Canada Square       London E14 5LB Fax: +44 20 3364 0124 Attention: Luc Vrettos / Jonathan Beasley / Kristie Thornhill For operational matters: Address: C/o Citibank International plc Poland Branch       8 Chalubinskiego St, 8th Floor       Warsaw 00-613       Poland Fax: +44 20 7942 7512 Attention: Patrycja Paulina Gara / Wiktor Susicki
Commercial Facility Commitment ($)	53,664,323.63

Name	Nordea Bank Norge ASA
Facility Office, address, fax number and attention details for notices	Address: Middelthuns gate 17       Postboks 1166 Sentrum       N-0107 Oslo       Norway Fax: +47 22 48 66 68 Attention: For credit matters: Shipping Oslo For loan administration matters: Structured Loan Operations
Commercial Facility Commitment ($)	35,000,000.00

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Name	Swedbank AB (publ)
Facility Office, address, fax number and attention details for notices	For credit matters: Address: Filipstad Brygge 1       P.O. BOX 1441 Vika       N- 0115 Oslo       Norway Fax: +47 23 11 62 01 Attention: Johan Erland And Address: Large Corporates & Institutions, Loans & Syndications E71       SE – 10534 Stockholm       Sweden Fax: +46 8 700 84 09 Attention: Anna Engberg For operation matters: Address: Large Corporates & Institutions/ Customer Service E768       SE – 10534 Stockholm       Sweden Fax: +46 8 700 81 32 Attention: Customer Service / Richard Lönnqvist / Eva Bergkvist For documentation matters: Address: Large Corporates & Institutions, Loan Agency E7       SE – 10534 Stockholm       Sweden Fax: +46 8 700 84 09 Attention: Victoria Wiklund/Jessica Långberg
Commercial Facility Commitment ($)	17,032,892.03

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Name	Danske Bank, Norwegian Branch
Facility Office, address, fax number and attention details for notices	For credit matters: Address: Stortingsgata 6       N-0161 Oslo       Norway Fax: +47 85 40 79 90 Attention: Tom Erik Vågen / Ida Iselin Vestbakken For operational matters: Address: Søndre gate 15 (P.O Box 4700)       N-7466 Trondheim       Norway Fax: +47 85 40 79 69 Attention: Danske Bank Loan Administration, Att. Maria Maria Reguilon Aune
Commercial Facility Commitment ($)	34,065,784.06

Name	DVB Bank SE
Facility Office, address, fax number and attention details for notices	Address: Park House       16-18 Finsbury Circus       London EC2M 7EB For credit matters: Fax: +44 20 7256 4529 Attention: Cornelia Urban For operational matters: Fax: + 44 207 256 4352 Attention: Transactions and Loan Services
Commercial Facility Commitment ($)	27,500,000.00

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Name	Skandinaviska Enskilda Banken AB (publ)
Facility Office, address, fax number and attention details for notices	For credit matters: Address: 2 , Cannon Street               London EC4M 6XX Fax: +44 20 72365144 Attention: Scott Lewallen / Malcolm Stonehouse For operational matters: Address: Rissneleden 110                106 40 Stockholm                Sweden Fax: +46 8611 0384 Attention: SEB Structured Credit Operations
Commercial Facility Commitment ($)	8,516,446.02

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The Agent

Name

Swedbank AB (publ)

Facility Office, address, fax number and attention details for notices

For credit matters: Address: Filipstad Brygge 1       P.O. BOX 1441 Vika       N- 0115 Oslo       Norway Fax: +47 23 11 62 01 Attention: Johan Erland And Address: Large Corporates & Institutions, Loans & Syndications E71       SE – 10534 Stockholm       Sweden Fax: +46 8 700 84 09 Attention: Anna Engberg For operation matters: Address: Large Corporates & Institutions/ Customer Service E768       SE – 10534 Stockholm       Sweden Fax: +46 8 700 81 32 Attention: Customer Service / Richard Lönnqvist / Eva Bergkvist For documentation matters: Address: Large Corporates & Institutions, Loan Agency E7       SE – 10534 Stockholm       Sweden Fax: +46 8 700 84 09 Attention: Victoria Wiklund/Jessica Långberg

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The K-Sure Agent

Name	Citibank, N.A. London Branch
Facility Office, address, fax number and attention details for notices	Address: Citigroup Centre       Canada Square       London E14 5LB Fax: +44 20 7986 4881 Attention: Davide Alessandrini / Kiran Deoram Matondkar / Tarvinder Singh Basi / Min-Suk Oh And Address: C/o Citibank International plc Poland Branch       8 Chalubinskiego St, 8th Floor       Warsaw 00-613       Poland Fax: +44 20 7942 7512 Attention: Kara Catt

The Documentation Agent

Name	Citibank, N.A. London Branch
Facility Office, address, fax number and attention details for notices	Address: Citigroup Centre       Canada Square       London E14 5LB Fax: +44 20 7986 4881 Attention: Davide Alessandrini / Guido Musso / Tarvinder Singh Basi

The Security Agent

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Name

Swedbank AB (publ)

Facility Office, address, fax number and attention details for notices

For credit matters: Address: Filipstad Brygge 1       P.O. BOX 1441 Vika       N- 0115 Oslo       Norway Fax: +47 23 11 62 01 Attention: Johan Erland And Address: Large Corporates & Institutions, Loans & Syndications E71       SE – 10534 Stockholm       Sweden Fax: +46 8 700 84 09 Attention: Anna Engberg For operation matters: Address: Large Corporates & Institutions/ Customer Service E768       SE – 10534 Stockholm       Sweden Fax: +46 8 700 81 32 Attention: Customer Service / Richard Lönnqvist / Eva Bergkvist For documentation matters: Address: Large Corporates & Institutions, Loan Agency E7       SE – 10534 Stockholm       Sweden Fax: +46 8 700 84 09 Attention: Victoria Wiklund/Jessica Långberg

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The Hedging Providers

Name	Citibank, N.A. London Branch
Facility Office, address, fax number and attention details for notices	For Credit Matters: Address: Citigroup Centre       Canada Square       London E14 5LB Fax: +44 20 3364 0124 Attention: Luc Vrettos / Jonathan Beasley / Kristie Thornhill For operational matters: Address: C/o Citibank International plc Poland Branch       8 Chalubinskiego St, 8th Floor       Warsaw 00-613       Poland Fax: +44 20 7942 7512 Attention: Patrycja Paulina Gara / Wiktor Susicki

Name	Nordea Bank Finland plc
Facility Office, address, fax number and attention details for notices	Address: Middelthuns gate 17       Postboks 1166 Sentrum       N-0107Oslo       Norway Fax: +47 22 48 66 68 Attention: For credit matters: Shipping Oslo For loan administration matters: Structured Loan Operations

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Name

Swedbank AB (publ)

Facility Office, address, fax number and attention details for notices

For credit matters: Address: Filipstad Brygge 1       P.O. BOX 1441 Vika       N- 0115 Oslo       Norway Fax: +47 23 11 62 01 Attention: Johan Erland And Address: Large Corporates & Institutions, Loans & Syndications E71       SE – 10534 Stockholm       Sweden Fax: +46 8 700 84 09 Attention: Anna Engberg For operation matters: Address: Large Corporates & Institutions/ Customer Service E768       SE – 10534 Stockholm       Sweden Fax: +46 8 700 81 32 Attention: Customer Service / Richard Lönnqvist / Eva Bergkvist For documentation matters: Address: Large Corporates & Institutions, Loan Agency E7       SE – 10534 Stockholm       Sweden Fax: +46 8 700 84 09 Attention: Victoria Wiklund/Jessica Långberg

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Name	Danske Bank A/S
Facility Office, address, fax number and attention details for notices	For credit matters: Address: Stortingsgata 6       N-0161 Oslo       Norway Fax: +47 85 40 79 90 Attention: Tom Erik Vågen / Ida Iselin Vestbakken For operational matters: Address: Søndre gate 15       N-7011 Trondheim       Norway Fax: +47 85 40 79 69 Attention: Danske Bank Loan Administration, Att. Maria Maria Reguilon Aune

Name	DVB Bank SE
Facility Office, address, fax number and attention details for notices	Address: Park House       16-18 Finsbury Circus       London EC2M 7EB For credit matters: Fax: +44 20 7256 4529 Attention: Cornelia Urban For operational matters: Fax: + 44 207 256 4352 Attention: Transactions and Loan Services

Name	Skandinaviska Enskilda Banken AB (publ)
Facility Office, address, fax number and attention details for notices	For credit matters: Address: 2 , Cannon Street               London EC4M 6XX Fax: +44 20 72365144 Attention: Scott Lewallen / Malcolm Stonehouse For operational matters: Address: Rissneleden 110                106 40 Stockholm                Sweden Fax: +46 8611 0384 Attention: SEB Structured Credit Operations

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The Account Bank

Name	Nordea Bank Finland plc London Branch
Facility Office, address, fax number and attention details for notices	Address: 8th Floor, City Place House,       55 Basinghall Street       London EC2V 5NB Fax: +44 207 726 9003 Attention: Client Services Department

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Schedule 2Ship information

Ship A

Builder:	Samsung Heavy Industries Co., Ltd.
Builder’s registered office:	34th Floor, Samsung Insurance Seocho Tower 1321-15, Seocho-Dong, Seochu-Gu, Seoul, Korea, 137-857
Hull Number:	Hull 2021
To be renamed:	Seal
Size:	160,000 cbm
Type of Ship:	LNG carrier
Owner:	Golar Hull M2021 Corp.
Scheduled delivery date:	31 August 2013
Backstop Date:	28 April 2014
Date and description of Building Contract:	Shipbuilding contract dated 8 April 2011 (as supplemented and/or amended by a supplemental agreement dated 8 April 2011, an addendum No.1 dated 6 May 2011, an addendum No.2 dated 18 August 2011 and an addendum No.3 dated 29 March 2012) between the Builder and the Owner
Delivery Price:	$205,790,000
Contract Price:	$204,790,000
Ship Commitment:	$133,220,000
Flag State:	Marshall Islands
Classification:	X1A1, Tanker for Liquefied Gas Ship type 2G (Membrane tank, Maximum pressure 25kPaG, Minimum temperature -163oC and Specific gravity 500 kg/m3), NAUTICUS(Newbuilding), E0, BIS, TMON, COAT-PSPC(B), NAUT-OC, GAS FUELLED, COMF-V(3)C(3), CSA-2, CLEAN, Recyclable
Classification Society:	Det Norske Veritas
Major Casualty Amount:	$5,000,000

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Ship B

Builder:	Samsung Heavy Industries Co., Ltd.
Builder’s registered office:	34th Floor, Samsung Insurance Seocho Tower 1321-15, Seocho-Dong, Seochu-Gu, Seoul, Korea, 137-857
Hull Number:	Hull 2026
To be renamed:	Celsius
Size:	160,000 cbm
Type of Ship:	LNG carrier
Owner:	Golar Hull M2026 Corp.
Scheduled delivery date:	30 September 2013
Backstop Date:	28 May 2014
Date and description of Building Contract:	Shipbuilding contract dated 15 April 2011 (as supplemented and/or amended by a supplemental agreement dated 15 April 2011, a technical option agreement dated 15 April 2011, an addendum No.1 dated 6 May 2011, an addendum No.2 dated 18 August 2011 and an addendum No.3 dated 29 March 2012) between the Builder and the Owner
Delivery Price:	$205,800,000
Contract Price:	$204,800,000
Ship Commitment:	$133,220,000
Flag State:	Marshall Islands
Classification:	X1A1, Tanker for Liquefied Gas Ship type 2G (Membrane tank, Maximum pressure 25kPaG, Minimum temperature -163oC and Specific gravity 500 kg/m3), NAUTICUS(Newbuilding), E0, BIS, TMON, COAT-PSPC(B), NAUT-OC, GAS FUELLED, COMF-V(3)C(3), CSA-2, CLEAN, Recyclable
Classification Society:	Det Norske Veritas
Major Casualty Amount:	$5,000,000

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Ship C

Builder:	Samsung Heavy Industries Co., Ltd.
Builder’s registered office:	34th Floor, Samsung Insurance Seocho Tower 1321-15, Seocho-Dong, Seochu-Gu, Seoul, Korea, 137-857
Hull Number:	Hull 2031
To be renamed:	Igloo
Size:	170,000 cbm
Type of Ship:	Floating storage and regasification vessel
Owner:	Golar Hull M2031 Corp.
Scheduled delivery date:	31 October 2013
Backstop Date:	28 June 2014
Date and description of Building Contract:	Shipbuilding contract dated 8 May 2011 between the Builder and Seatankers Management Co. Ltd. subsequently novated to the Owner pursuant to a novation agreement dated 17 August 2011 between the Builder, the Owner and Seatankers Management Co. Ltd. (as supplemented and/or amended by a technical option agreement dated 8 May 2011 and an addendum No.1 dated 23 February 2012)
Delivery Price:	$249,120,000
Contract Price:	$248,120,000
Ship Commitment:	$161,270,000
Flag State:	Marshall Islands
Classification:	X1A1, Tanker for Liquefied Gas Ship type 2G (Membrane tank, Maximum pressure 25kPaG, Minimum temperature -163oC and Specific gravity 500 kg/m3), NAUTICUS(Newbuilding), E0, BIS, TMON, COAT-PSPC(B), NAUT-OC, GAS FUELLED, COMF-V(3)C(3), CSA-2, CLEAN, REGAS-2, Recyclable
Classification Society:	Det Norske Veritas
Major Casualty Amount:	$7,500,000

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Ship D

Builder:	Samsung Heavy Industries Co., Ltd.
Builder’s registered office:	34th Floor, Samsung Insurance Seocho Tower 1321-15, Seocho-Dong, Seochu-Gu, Seoul, Korea, 137-857
Hull Number:	Hull 2022
To be renamed:	Crystal
Size:	160,000 cbm
Type of Ship:	LNG carrier
Owner:	Golar Hull M2022 Corp.
Scheduled delivery date:	31 October 2013
Backstop Date:	28 June 2014
Date and description of Building Contract:	Shipbuilding contract dated 8 April 2011 (as supplemented and/or amended by a supplemental agreement dated 8 April 2011, an addendum No.1 dated 6 May 2011, an addendum No.2 dated 18 August 2011 and an addendum No.3 dated 29 March 2012) between the Builder and the Owner
Delivery Price:	$205,790,000
Contract Price:	$204,790,000
Ship Commitment:	$133,210,000
Flag State:	Marshall Islands
Classification:	X1A1, Tanker for Liquefied Gas Ship type 2G (Membrane tank, Maximum pressure 25kPaG, Minimum temperature -163oC and Specific gravity 500 kg/m3), NAUTICUS(Newbuilding), E0, BIS, TMON, COAT-PSPC(B), NAUT-OC, GAS FUELLED, COMF-V(3)C(3), CSA-2, CLEAN, Recyclable
Classification Society:	Det Norske Veritas
Major Casualty Amount:	$5,000,000

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Ship E

Builder:	Samsung Heavy Industries Co., Ltd.
Builder’s registered office:	34th Floor, Samsung Insurance Seocho Tower 1321-15, Seocho-Dong, Seochu-Gu, Seoul, Korea, 137-857
Hull Number:	Hull 2023
To be renamed:	Penguin
Size:	160,000 cbm
Type of Ship:	LNG carrier
Owner:	Golar Hull M2023 Corp.
Scheduled delivery date:	31 December 2013
Backstop Date:	28 August 2014
Date and description of Building Contract:	Shipbuilding contract dated 8 April 2011 (as supplemented and/or amended by a supplemental agreement dated 8 April 2011, an addendum No.1 dated 6 May 2011 and an addendum No.2 dated 29 March 2012) between the Builder and the Owner
Delivery Price:	$205,780,000
Contract Price:	$204,780,000
Ship Commitment:	$133,210,000
Flag State:	Marshall Islands
Classification:	X1A1, Tanker for Liquefied Gas Ship type 2G (Membrane tank, Maximum pressure 25kPaG, Minimum temperature -163oC and Specific gravity 500 kg/m3), NAUTICUS(Newbuilding), E0, BIS, TMON, COAT-PSPC(B), NAUT-OC, GAS FUELLED, COMF-V(3)C(3), CSA-2, CLEAN, Recyclable
Classification Society:	Det Norske Veritas
Major Casualty Amount:	$5,000,000

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Ship F

Builder:	Samsung Heavy Industries Co., Ltd.
Builder’s registered office:	34th Floor, Samsung Insurance Seocho Tower 1321-15, Seocho-Dong, Seochu-Gu, Seoul, Korea, 137-857
Hull Number:	Hull 2027
To be renamed:	Bear
Size:	160,000 cbm
Type of Ship:	LNG carrier
Owner:	Golar Hull M2027 Corp.
Scheduled delivery date:	28 February 2014
Backstop Date:	26 October 2014
Date and description of Building Contract:	Shipbuilding contract dated 15 April 2011 (as supplemented and/or amended by a supplemental agreement dated 15 April 2011, a technical option agreement dated 15 April 2011, an addendum No.1 dated 6 May 2011 and an addendum No.2 dated 29 March 2012) between the Builder and the Owner
Delivery Price:	$205,780,000
Contract Price:	$204,780,000
Ship Commitment:	$133,210,000
Flag State:	Marshall Islands
Classification:	X1A1, Tanker for Liquefied Gas Ship type 2G (Membrane tank, Maximum pressure 25kPaG, Minimum temperature -163oC and Specific gravity 500 kg/m3), NAUTICUS(Newbuilding), E0, BIS, TMON, COAT-PSPC(B), NAUT-OC, GAS FUELLED, COMF-V(3)C(3), CSA-2, CLEAN, Recyclable
Classification Society:	Det Norske Veritas
Major Casualty Amount:	$5,000,000

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Ship G

Builder:	Samsung Heavy Industries Co., Ltd.
Builder’s registered office:	34th Floor, Samsung Insurance Seocho Tower 1321-15, Seocho-Dong, Seochu-Gu, Seoul, Korea, 137-857
Hull Number:	Hull 2024
To be renamed:	Eskimo
Size:	160,000 cbm
Type of Ship:	Floating storage and regasification vessel
Owner:	Golar Hull M2024 Corp.
Scheduled delivery date:	30 April 2014
Backstop Date:	26 December 2014
Date and description of Building Contract:	Shipbuilding contract dated 8 April 2011 (as supplemented and/or amended by a supplemental agreement dated 8 April 2011, a technical option agreement dated 15 April 2011, an addendum No.1 dated 6 May 2011, an addendum No.2 dated 18 August 2011, an addendum No.3 dated 25 November 2011 and an addendum No.4 dated 29 March 2012) between the Builder and the Owner
Delivery Price:	$251,530,000
Contract Price:	$250,530,000
Ship Commitment:	$162,830,000
Flag State:	Marshall Islands
Classification:	X1A1, Tanker for Liquefied Gas Ship type 2G (Membrane tank, Maximum pressure 25kPaG, Minimum temperature -163oC and Specific gravity 500 kg/m3), NAUTICUS(Newbuilding), E0, BIS, TMON, COAT-PSPC(B), NAUT-OC, GAS FUELLED, COMF-V(3)C(3), CSA-2, CLEAN, REGAS-2, Recyclable
Classification Society:	Det Norske Veritas
Major Casualty Amount:	$7,500,000

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Ship H

Builder:	Samsung Heavy Industries Co., Ltd.
Builder’s registered office:	34th Floor, Samsung Insurance Seocho Tower 1321-15, Seocho-Dong, Seochu-Gu, Seoul, Korea, 137-857
Hull Number:	Hull 2055
To be renamed:	Frost
Size:	160,000 cbm
Type of Ship:	LNG carrier
Owner:	Golar LNG NB12 Corporation
Scheduled delivery date:	15 June 2014
Backstop Date:	10 February 2015
Date and description of Building Contract:	Shipbuilding contract dated 23 February 2012 (as supplemented by a supplemental agreement dated 23 February 2012) between the Builder and the Owner
Delivery Price:	208,270,00
Contract Price:	207,270,00
Ship Commitment:	$134,830,000
Flag State:	Marshall Islands
Classification:	X1A1, Tanker for Liquefied Gas Ship type 2G (Membrane tank, Maximum pressure 25kPaG, Minimum temperature -163oC and Specific gravity 500 kg/m3), NAUTICUS(Newbuilding), E0, BIS, TMON, COAT-PSPC(B), NAUT-OC, GAS FUELLED, COMF-V(3)C(3), CSA-2, CLEAN, Recyclable
Classification Society:	Det Norske Veritas
Major Casualty Amount:	$5,000,000

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Schedule 3Conditions precedent

Part 1

Conditions precedent to any Utilisation

1 Original Obligors' corporate documents

(a) A copy of the Constitutional Documents and, if applicable, a certificate of good standing of each Original Obligor (other than any manager of a Ship).

(b) A copy of a resolution of the board of directors of each Original Obligor (or, if applicable, any committee of such board empowered to approve and authorise the following matters) (other than any manager of a Ship):

(i) approving the terms of, and the transactions contemplated by, the Finance Documents to which it is a party (Relevant Documents) and resolving that it execute the Relevant Documents to which it is a party;

(ii) authorising a specified person or persons to execute the Relevant Documents to which it is a party on its behalf; and

(iii) authorising a specified person or persons, on its behalf, to sign and/or despatch all documents and notices (including, if relevant, any Utilisation Request) to be signed and/or despatched by it under or in connection with the Relevant Documents to which it is a party.

(c) If applicable, a copy of a resolution of the board of directors of the relevant company, establishing any committee referred to in paragraph (b) above and conferring authority on that committee.

(d) A specimen of the signature of each person authorised by the resolution referred to in paragraph (b) above in relation to the Finance Documents and related documents.

(e) A copy of a resolution signed by all the holders of the issued shares in each Original Obligor (other than any manager of a Ship) approving the terms of, and the transactions contemplated by, the Relevant Documents to which such Obligor is a party.

(f) A certificate of the Parent (signed by a director) confirming that borrowing or guaranteeing or securing, as appropriate, the Total Commitments would not cause any borrowing, guarantee, security or similar limit binding on any Original Obligor to be exceeded.

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(g) A copy of any power of attorney under which any person is to execute any of the Relevant Documents on behalf of any Original Obligor (other than any manager of a Ship).

(h) A certificate of an authorised signatory of the relevant Original Obligor (other than any manager of a Ship) certifying that each copy document relating to it specified in this Part of this Schedule is correct, complete and in full force and effect and has not been amended or superseded as at a date no earlier than the date of this Agreement and that any such resolutions or power of attorney have not been revoked.

2 Legal opinions

The following legal opinions, each addressed to the Agent, the Security Agent, K-Sure and the Original Lenders (and in a form and substance reasonably satisfactory to the Lenders and K-Sure) and capable of being relied upon by any persons who become Lenders pursuant to the primary syndication of the Facility:

(a) A legal opinion of Norton Rose Fulbright LLP, London on matters of English law, substantially in the form approved by the Lenders and K-Sure.

(b) A legal opinion of or confirmation letter from the legal advisers to the Agent in Korea on matters of Korean law, substantially in the form approved by the Lenders and K-Sure, which shall include confirmation that the terms of the Finance Documents comply with the requirements of K-Sure and that the provisions of the Finance Documents do not violate any provision of the K-Sure Insurance Policies.

(c) A legal opinion of the legal advisers to the Agent in Korea on matters of Korean law, substantially in the form approved by the Lenders and K-Sure, which shall include confirmation that the relevant K-Sure Insurance Policy has been duly issued for the benefit of the K-Sure Facility Lenders by K-Sure and that it is in full force and effect.

(d) A legal opinion of the legal advisers to the Agent in each jurisdiction (other than England) in which an Obligor is incorporated and/or which is or is to be the Flag State of a Mortgaged Ship, or in which an Account opened at the relevant time is established substantially in the form approved by the Lenders and K-Sure.

3 Other documents and evidence

(a) Evidence that any process agent referred to in clause 46.2 (Service of process) or any equivalent provision of any other Finance Document entered into on or before the first Utilisation Date, if not an Original Obligor, has accepted its appointment.

(b) Each Fee Letter duly executed by the parties thereto.

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(c) A copy, certified by an approved person to be a true and complete copy, of each of the Building Contract Documents.

(d) A copy of any other authorisation or other document, opinion or assurance which the Agent considers to be necessary or desirable (if it has notified the Borrowers accordingly) in connection with the entry into and performance of the transactions contemplated by any Finance Document or for the validity and enforceability of any Finance Document.

(e) The Original Financial Statements, together with a Compliance Certificate.

(f) Evidence that the fees, commissions, costs and expenses then due from the Borrowers pursuant to clause 11 (Fees and Premiums) and clause 16 (Costs and expenses) have been paid or will be paid by the first Utilisation Date.

(g) Confirmation from K-Sure that K-Sure accepts the terms of this agreement.

4 Bank Accounts

Evidence that any Account required to be established under clause 27 (Bank accounts) has been opened and established, that any Account Security in respect of each such Account has been executed and delivered by the relevant Account Holder in favour of the Security Agent and that any notice required to be given to an Account Bank under that Account Security has been given to it and acknowledged by it in the manner required by that Account Security and that an amount has been credited to it.

5 Hedging Master Agreements and Hedging Contract Security

Evidence that:

(a) if required by the Agent, the Hedging Master Agreements have been executed by the Borrowers and each Hedging Provider;

(b) the Borrowers have executed the Hedging Contract Security in favour of the Security Agent; and

(c) any notice required to be given to each Hedging Provider under the Hedging Contract Security has been given to it and acknowledged by it in the manner required by the Hedging Contract Security.

6 Security

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The Share Security in respect of each of the Borrowers duly executed by the relevant Holding Company together with all letters, transfers, certificates and other documents required to be delivered under the Share Security.

7 "Know your customer" information

Such documentation and information as any Finance Party may reasonably request through the Agent to comply with "know your customer" or similar identification procedures under all laws and regulations applicable to that Finance Party.

Part 2

Conditions precedent on Delivery

1 Corporate documents

(a) A certificate of an authorised signatory of the relevant Owner (other than any manager of a Ship) certifying that each copy document relating to it specified in Part 1 of this Schedule remains correct, complete and in full force and effect as at a date no earlier than a date approved for this purpose and that any resolutions or power of attorney referred to in Part 1 of this Schedule in relation to it have not been revoked or amended.

(b) A certificate of an authorised signatory of each other Obligor (other than any manager of a Ship) which is party to any of the Original Security Documents required to be executed at or before Delivery of the Ship certifying that each copy document relating to it specified in Part 1 of this Schedule remains correct, complete and in full force and effect as at a date no earlier than a date approved for this purpose and that any resolutions or power of attorney referred to in Part 1 of this Schedule in relation to it have not been revoked or amended.

2 Security

(a) The Mortgage and General Assignment in respect of the relevant Ship.

(b) Any Charter Assignment in respect of the relevant Ship duly executed by the relevant Owner.

(c) If applicable, any Quiet Enjoyment Letter in respect of the relevant Ship duly executed by the relevant Owner and Charterer.

(d) Any Manager's Undertaking in respect of the relevant Ship then required pursuant to the Finance Documents duly executed by the relevant manager.

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(e) Duly executed notices of assignment and acknowledgements of those notices as required by any of the above Security Documents.

3 Delivery and registration of Ship

Evidence that the relevant Ship:

(a) is legally and beneficially owned by the relevant Owner and registered in the name of the relevant Owner through the relevant Registry as a ship under the laws and flag of the relevant Flag State;

(b) is classed with the relevant Classification free of all overdue requirements and recommendations of the relevant Classification Society;

(c) is insured in the manner required by the Finance Documents;

(d) if applicable, has been delivered, and accepted for service, under its Charter;

(e) it is otherwise free of any charter commitment which would require approval under the Finance Documents; and

(f) any prior registration (other than through the relevant Registry in the relevant Flag State) of the relevant Ship has been or will be cancelled and it is otherwise free of any security interests other than the Mortgage.

4 Mortgage registration

Evidence that the Mortgage in respect ofthe relevant Ship has been registered with first priority and/or preferred status against the relevant Ship through the relevant Registry under the laws and flag of the relevant Flag State.

5 Legal opinions

The following further legal opinions, each addressed to the Agent, the Security Agent, K-Sure and the Original Lenders (and in a form and substance reasonably satisfactory to the Lenders and K-Sure) and capable of being relied upon by any persons who become Lenders pursuant to the primary syndication of the Facility:

(a) A legal opinion of Norton Rose Fulbright LLP, London on matters of English law, substantially in the form approved by the Lenders and K-Sure in relation to Security Documents.

(b) A legal opinion of the legal advisers to the Security Agent and the Agent in each jurisdiction (other than England) in which an Obligor is incorporated and/or which is or is to be the Flag

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State of a Mortgaged Ship, or in which an Account opened at the relevant time is established substantially in the form approved by the Lenders and K-Sure.

6 Insurance

In relation to the relevant Ship’s Insurances:

(a) an opinion from insurance consultants appointed by the Agent on such Insurances;

(b) evidence that such Insurances have been placed in accordance with clause 24 (Insurance); and

(c) evidence that approved brokers, insurers and/or associations have issued or will issue letters of undertaking in favour of the Security Agent in an approved form in relation to the Insurances.

7 ISM and ISPS Code

Copies of:

(a) the document of compliance issued in accordance with the ISM Code to the person who is the operator of the relevant Ship for the purposes of that code;

(b) the safety management certificate in respect of the relevant Ship issued in accordance with the ISM Code;

(c) the international ship security certificate in respect of the relevant Ship issued under the ISPS Code; and

(d) if so requested by the Agent, any other certificates issued under any applicable code required to be observed by the relevant Ship or in relation to its operation under any applicable law.

8 Value of security

Valuations obtained (not more than 20 days before the relevant Utilisation Date) in accordance with clause 25 (Minimum security value) (except that such valuation shall be carried out by three (rather than two) approved valuers, with the third being nominated by the Borrower, and the valuation shall be the average of all three) showing that the Security Value will be not less than 125 per cent of the Advance upon execution of the Security Documents specified in paragraph 2 (Security) of this Part 2 of this Schedule and the relevant Utilisation.

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9 Construction matters

(a) Evidence that any authorisations required from any government entity for the export of the Ship by the relevant Builder have been obtained or that no such authorisations are required.

(b) Evidence that the full Contract Price of the relevant Ship (as adjusted in accordance with its Building Contract) will have been paid upon the relevant Utilisation being made (with the relevant Owner having provided at least 35 per cent of the Delivery Price out of its own equity) and that the Builder will not have any lien or other right to detain the ship on its Delivery.

(c) Evidence that any amounts of the Contract Price of the relevant Ship funded or to be funded by an Affiliate to the Borrowers have been or will be subordinated to the amounts owing under the Finance Documents in an approved manner.

(d) The original or a copy, certified by an approved person to be a true and complete copy, of the builder's certificate and any bill of sale conveying title to the relevant Ship to the relevant Owner and the protocol of delivery and acceptance, commercial invoice and any other delivery documentation required under the relevant Building Contract in a form and substance reasonably acceptable to the Lenders and K-Sure.

10 Fees and expenses

Evidence that the fees, commissions, costs and expenses that are due from the Borrowers pursuant to clause 11 (Fees and Premiums) and clause 16 (Costs and expenses) have been paid or will be paid by the relevant Utilisation Date.

11 Survey report

If required, a survey report from approved surveyors obtained not more than 10 days before the relevant Utilisation Date evidencing thatthe relevant Ship is seaworthy and capable of safe operation.

12 K-Sure Insurance Policy

(a) An original counterpart of the K-Sure Insurance Policy for the relevant K-Sure Facility Advance, duly executed by K-Sure, including an English translation in form and substance acceptable to the K-Sure Facility Lenders.

(b) Evidence that the K-Sure Premium in relation to such K-Sure Insurance Policy and any costs and expenses which are then due and payable to K-Sure has been paid by the Borrowers and received by K-Sure in full.

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(c) Confirmation from the Agent (as indicated by the K-Sure Agent) that:

(i) it has not been informed that K-Sure intends to, and K-Sure has not stipulated its intention to, repudiate or suspend the application of the K-Sure Insurance Policy for any K-Sure Facility Advance;

(ii) it is satisfied that each K-Sure Insurance Policy is in full force and effect; and

(iii) it has received no instruction from K-Sure that the relevant K-Sure Facility Advance should not be permitted or made available by the K-Sure Facility Lenders or, as the case may be, the Agent.

(d) Evidence satisfactory to the K-Sure Facility Lenders that each of the documents specified under the K-Sure Insurance Policy for the relevant K-Sure Facility Advance have been duly delivered in accordance with the terms of the K-Sure Insurance Policy for the relevant K-Sure Facility Advance.

13 Environmental matters

Copies of the relevant Ship’s certificate of financial responsibility and vessel response plan required under United States law and evidence of their approval by the appropriate United States government entity and (if requested by the Agent) an environmental report in respect of the relevant Ship from an approved person.

14 Consents

Evidence that any consents required in connection with the delivery of the relevant Ship, the registration of title to the relevant Ship, the registration of the Mortgage over the relevant Ship and, if applicable, the assignment of any Charter in relation to the Ship have been obtained.

15 Management Agreement

Where a manager of the relevant Ship has been approved in accordance with clause 22.7 (Manager), a copy, certified by an approved person to be a true and complete copy, of the agreement between the relevant Owner and the manager relating to the appointment of the manager.

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Schedule 4Utilisation Request

From:        [names of Borrowers]

To:        [name of Agent]

Dated:    [l]

Dear Sirs

$1,125,000,000
Facilities Agreement dated [l] 2013 (the Agreement)

1 We refer to the Agreement. This is a Utilisation Request. Terms defined in the Agreement have the same meaning in this Utilisation Request unless given a different meaning in this Utilisation Request.

2 We wish to borrow an Advance on the following terms:

Proposed Utilisation Date:	[l] (or, if that is not a Business Day, the next Business Day)
Amount:	$[l] (represented by:    $[l] KEXIM Facility Advance;    $[l] K-Sure Facility Advance; and    $[l] Commercial Facility Advance.)

3 We confirm that each condition specified in clause 4.4 (Further conditions precedent) is satisfied on the date of this Utilisation Request.

4 The purpose of this Advance is to finance the Delivery Price of Ship [•] and its proceeds should be credited to [•].

5 This Utilisation Request is irrevocable and cannot be varied without the prior consent of the Majority Lenders.

Yours faithfully

…………………………………

authorised signatory for

[names of Borrowers]

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Schedule 5Mandatory Cost formulae

1 The Mandatory Cost is an addition to the interest rate to compensate Lenders for the cost of compliance with (a) the requirements of the Bank of England and/or the Financial Conduct Authority and/or the Prudential Regulation Authority (or, in either case, any other authority which replaces all or any of its functions) or (b) the requirements of the European Central Bank.

2 On the first day of each Interest Period (or as soon as possible thereafter) the Agent shall calculate, as a percentage rate, a rate (the Additional Cost Rate) for each Lender, in accordance with the paragraphs set out below. The Mandatory Cost will be calculated by the Agent as a weighted average of the Lenders' Additional Cost Rates (weighted in proportion to the percentage participation of each Lender in the relevant Loan) and will be expressed as a percentage rate per annum.

3 The Additional Cost Rate for any Lender lending from a Facility Office in a Participating Member State will be the percentage notified by that Lender to the Agent. This percentage will be certified by that Lender in its notice to the Agent to be its reasonable determination of the cost (expressed as a percentage of that Lender's participation in all Loans made from that Facility Office) of complying with the minimum reserve requirements of the European Central Bank in respect of loans made from that Facility Office.

4 The Additional Cost Rate for any Lender lending from a Facility Office in the United Kingdom will be calculated by the Agent as follows:

(a) in relation to a sterling Loan:

AB+C(B-D) + E x 0.01 per cent per annum

100 - (A+C)

(b) in relation to a Loan in any currency other than sterling:

E x 0.01     per cent per annum.

300

Where:

A is the percentage of Eligible Liabilities (assuming these to be in excess of any stated minimum) which that Lender is from time to time required to maintain as an interest free cash ratio deposit with the Bank of England to comply with cash ratio requirements.

B is the percentage rate of interest (excluding the Margin and the Mandatory Cost) and, if the Loan is an Unpaid Sum, the additional rate of interest specified in clause 8.3 (Default interest) payable for the relevant Interest Period on the Loan.

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C is the percentage (if any) of Eligible Liabilities which that Lender is required from time to time to maintain as interest bearing Special Deposits with the Bank of England.

D is the percentage rate per annum payable by the Bank of England to the Agent on interest bearing Special Deposits.

E is designed to compensate Lenders for amounts payable under the Fees Rules and is calculated by the Agent as being the average of the most recent rates of charge supplied by the Reference Banks to the Agent pursuant to paragraph 7 below and expressed in pounds per £1,000,000.

5 For the purposes of this Schedule:

(a) Eligible Liabilities and Special Deposits have the meanings given to them from time to time under or pursuant to the Bank of England Act 1998 or (as may be appropriate) by the Bank of England;

(b) Fees Rules means the rules on periodic fees contained in the Financial Conduct Authority Fees Manual and the Prudential Regulation Authority Fees Manual or such other law or regulation as may be in force from time to time in respect of the payment of fees for the acceptance of deposits;

(c) Fee Tariffs means the fee tariffs specified in the Fees Rules under activity group A.1 Deposit acceptors (ignoring any minimum fee or zero rated fee required pursuant to the Fees Rules but taking into account any applicable discount rate); and

(d) Tariff Base has the meaning given to it in, and will be calculated in accordance with, the Fees Rules.

6 In application of the above formulae, A, B, C and D will be included in the formulae as percentages (i.e. 5 per cent will be included in the formula as 5 and not as 0.05). A negative result obtained by subtracting D from B shall be taken as zero. The resulting figures shall be rounded to four decimal places.

7 If requested by the Agent, each Reference Bank shall, as soon as practicable after publication by the Financial Conduct Authority or the Prudential Regulation Authority, supply to the Agent, the rate of charge payable by that Reference Bank to the Financial Conduct Authority or the Prudential Regulation Authority pursuant to the Fees Rules in respect of the relevant financial year of the Financial Conduct Authority or the Prudential Regulation Authority (calculated for this purpose by that Reference Bank as being the average of the Fee Tariffs applicable to that Reference Bank for that financial year) and expressed in pounds per £1,000,000 of the Tariff Base of that Reference Bank.

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8 Each Lender shall supply any information required by the Agent for the purpose of calculating its Additional Cost Rate. In particular, but without limitation, each Lender shall supply the following information on or prior to the date on which it becomes a Lender:

(a) the jurisdiction of its Facility Office; and

(b) any other information that the Agent may reasonably require for such purpose.

Each Lender shall promptly notify the Agent of any change to the information provided by it pursuant to this paragraph.

9 The percentages of each Lender for the purpose of A and C above and the rates of charge of each Reference Bank for the purpose of E above shall be determined by the Agent based upon the information supplied to it pursuant to paragraphs 7 and 8 above and on the assumption that, unless a Lender notifies the Agent to the contrary, each Lender's obligations in relation to cash ratio deposits and Special Deposits are the same as those of a typical bank from its jurisdiction of incorporation with a Facility Office in the same jurisdiction as its Facility Office.

10 The Agent shall have no liability to any person if such determination results in an Additional Cost Rate which over or under compensates any Lender and shall be entitled to assume that the information provided by any Lender or Reference Bank pursuant to paragraphs 3, 7 and 8 above is true and correct in all respects.

11 The Agent shall distribute the additional amounts received as a result of the Mandatory Cost to the Lenders on the basis of the Additional Cost Rate for each Lender based on the information provided by each Lender and each Reference Bank pursuant to paragraphs 3, 7 and 8 above.

12 Any determination by the Agent pursuant to this Schedule in relation to a formula, the Mandatory Cost, an Additional Cost Rate or any amount payable to a Lender shall, in the absence of manifest error, be conclusive and binding on all Parties.

13 The Agent may from time to time, after consultation with the Borrowers and the Lenders, determine and notify to all Parties any amendments which are required to be made to this Schedule in order to comply with any change in law, regulation or any requirements from time to time imposed by the Bank of England, the Financial Conduct Authority, the Prudential Regulation Authority or the European Central Bank (or, in any case, any other authority which replaces all or any of its functions) and any such determination shall, in the absence of manifest error, be conclusive and binding on all Parties.

Schedule 1Schedule 1

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Schedule 6Form of Transfer Certificate

To:    [name of Agent]

From:    [•] (the Existing Lender) and [•] (the New Lender)

Dated:

$1,125,000,000Facilities Agreement dated [l] 2013 (the "Agreement")

1 We refer to the Agreement. This is a Transfer Certificate. Terms defined in the Agreement have the same meaning in this Transfer Certificate unless given a different meaning in this Transfer Certificate.

2 We refer to clause 32.5 (Procedure for assignment):

(a) The Existing Lender assigns absolutely to the New Lender all the rights of the Existing Lender under the Agreement and the other Finance Documents which relate to that portion of the Existing Lender's Commitment(s) and participations in the Advances under the Agreement as specified in the Schedule.

(b) The Existing Lender is released from all the obligations of the Existing Lender which correspond to that portion of the Existing Lender's Commitment(s) and participations in the Advances under the Agreement specified in the Schedule.

(c) The New Lender becomes a Party as a Lender and is bound by obligations equivalent to those from which the Existing Lender is released under paragraph (b) above.

(d) The proposed Transfer Date is [●].

(e) The Facility Office and address, fax number and attention details for notices of the New Lender for the purposes of clause 39.2 (Addresses) are set out in the Schedule.

3 The New Lender expressly acknowledges the limitations on the Existing Lender's obligations set out in sub-clause 32.4.3 of clause 32.4 (Limitation of responsibility of Existing Lenders).

4 This Transfer Certificate may be executed in any number of counterparts and this has the same effect as if the signatures on the counterparts were on a single copy of this Transfer Certificate.

5 This Transfer Certificate and any non-contractual obligations connected with it are governed by English law.

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6 This Transfer Certificate has been entered into on the date stated at the beginning of this Transfer Certificate.

The Schedule

Rights to be assigned and obligations to be released and undertaken

[insert relevant details]

[Facility Office address, fax number and attention details for notices and account details for payments.]

[Existing Lender]    [New Lender]

By:    By:

This is accepted by the Agent as a Transfer Certificate and the Transfer Date is confirmed as [•].

Signature of this Transfer Certificate by the Agent constitutes confirmation by the Agent of receipt of notice of the assignment referred to herein, which notice the Agent receives on behalf of each Finance Party.

[Agent]

By:

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Schedule 7Form of Compliance Certificate

To:    [name of Agent]

From:    Golar LNG Limited

Dated: [l]

Dear Sirs

$1,125,000,000
Facilities Agreement dated [l] 2013 (the "Agreement")

1 I refer to the Agreement. This is a Compliance Certificate. Terms defined in clause 20.1 of the Agreement have the same meaning when used in paragraphs 2 (a), (b) and (c) below and terms defined in clause 20.3 have the same meaning when used in paragraphs 2 (d), (e), (f) and (g) below. Otherwise, terms defined in the Agreement have the same meaning when used in this Compliance Certificate unless given a different meaning in this Compliance Certificate.

2 I confirm that:

(a) the aggregate value of the Free Liquid Assets of the Group is $[•] and was, at all times in the period for which the financial statements and accounts attached hereto relate, not less than $[•];

(b) our Current Assets (being $[•]) are [not] greater than or equal to our Current Liabilities (being $[•]);

(c) the Consolidated Tangible Net Worth is [•] and was, at all times in the period for which the financial statements attached hereto relate, not less than [•];

(d) the aggregate value of the Free Liquid Assets of the Golar MLP Group is $[•] and was, at all times in the period for which the financial statements and accounts attached hereto relate, not less than $[•];

(e) the ratio of Net Debt to EBITDA of the Golar MLP Group for the previous 12 months has been [•], calculated on a trailing four quarter basis (Net Debt: [•] and EBITDA: [•]);

(f) the ratio of EBITDA of the Golar MLP Group to Consolidated Debt Service of the Golar MLP Group for the previous 12 months has been [·], calculated on a trailing four quarter basis (EBITDA: [·] and Consolidated Debt Service: [•]); and

(g) the Consolidated Net Worth is [•] and was, at all times in the period for which the financial statements attached hereto relate, not less than [•].

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3 [I confirm that no Default is continuing.] [If this statement cannot be made, the certificate should identify any Default that is continuing and the steps, if any, being taken to remedy it.]

4 [I confirm that the Borrowers are in compliance with the provisions of clause 25 (Minimum security value) of the Facilities Agreement and attach evidence demonstrating such compliance over the last 12 months.]

5 I attach the financial statements and accounts required to be provided pursuant to clause 19.1 (Financial Statements) of the Facilities Agreement.

Signed by:

……………………………………………………

Chief Financial Officer

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Schedule 8Form of Borrower Compliance Certificate

To:    [name of Agent]

From:    Golar LNG Limited

Dated: [l]

Dear Sirs

$1,125,000,000
Facilities Agreement dated [l] 2013 (the "Agreement")

1 I refer to the Agreement. This is a Borrower Compliance Certificate. Terms defined in the Agreement (including in clause 20.2 (Borrowers)) have the same meaning when used in this Compliance Certificate unless given a different meaning in this Compliance Certificate.

2 I have set out below the EBITDA and Debt Service of each Borrower:

Borrower	EBITDA	Debt Service
Golar Hull M2021 Corp.	[•]	[•]
Golar Hull M2026 Corp.	[•]	[•]
Golar Hull M2031 Corp.	[•]	[•]
Golar Hull M2022 Corp.	[•]	[•]
Golar Hull M2023 Corp.	[•]	[•]
Golar Hull M2027 Corp.	[•]	[•]
Golar Hull M2024 Corp.	[•]	[•]
Golar LNG NB12 Corporation	[•]	[•]

3 [I confirm that the ratio of EBITDA of each Borrower to Debt Service of each Borrower for the previous 12 months, calculated on a trailing four quarter basis, has been greater than 1.15:1.] / [The ratio of EBITDA of [•] to Debt Service of [•] for the previous 12 months, calculated on a trailing four quarter basis, has been equal to or less than 1.15:1. Accordingly, the Parent will transfer the amount of $[•] to the Blocked Account of that Borrower [Repeat for all applicable Borrowers]. I confirm that the ratio of EBITDA for each other Borrower to Debt Service of that Borrower for the previous 12 months, calculated on a trailing four quarter basis, has been greater than 1.15:1.]

4 I attach the statements of each of the Borrowers required to be provided pursuant to clause 20.2 (Borrowers) of the Agreement.

Signed by:

……………………………………………………

Chief Financial Officer

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SIGNATURES

THE BORROWERS

GOLAR HULL M2021 CORP.

By: /s/ PERNILLE NORAAS

GOLAR HULL M2026 CORP.

By: /s/ PERNILLE NORAAS

GOLAR HULL M2031 CORP.

By: /s/ PERNILLE NORAAS

GOLAR HULL M2022 CORP.

By: /s/ PERNILLE NORAAS

GOLAR HULL M2023 CORP.

By: /s/ PERNILLE NORAAS

GOLAR HULL M2027 CORP.

By: /s/ PERNILLE NORAAS

GOLAR HULL M2024 CORP.

By: /s/ PERNILLE NORAAS

GOLAR LNG NB12 CORPORATION

By: /s/ PERNILLE NORAAS

THE PARENT

GOLAR LNG LIMITED

By: /s/ PERNILLE NORAAS

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THE MANDATED LEAD ARRANGERS

THE EXPORT-IMPORT BANK OF KOREA

By: /s/ RICHARD HOWLEY, attorney in fact

CITIBANK, N.A. LONDON BRANCH

By: /s/ KARA CATT, VICE PRESIDENT

KOREA FINANCE CORPORATION

By: /s/ JAEKYONG, J

NORDEA BANK NORGE ASA

By: /s/ RICHARD HOWLEY, attorney in fact

SWEDBANK AB (publ)

By: /s/ SARA ULRIKSEN

DANSKE BANK A/S

By: /s/ RICHARD HOWLEY, attorney in fact

DVB BANK SE

By: /s/ RICHARD HOWLEY, attorney in fact

SKANDINAVISKA ENSKILDA BANKEN AB (publ)

By: /s/ RICHARD HOWLEY, attorney in fact

THE SOLE BOOKRUNNER

CITIBANK, N.A. LONDON BRANCH

By: /s/ KARA CATT, VICE PRESIDENT

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THE GLOBAL CO-ORDINATOR

CITIBANK, N.A. LONDON BRANCH

By: /s/ KARA CATT, VICE PRESIDENT

THE AGENT

SWEDBANK AB (publ)

By: /s/ SARA ULRIKSEN

THE K-SURE AGENT

CITIBANK, N.A. LONDON BRANCH

By: /s/ KARA CATT, VICE PRESIDENT

THE DOCUMENTATION AGENT

CITIBANK, N.A. LONDON BRANCH

By: /s/ KARA CATT, VICE PRESIDENT

THE SECURITY AGENT

SWEDBANK AB (publ)

By: /s/ SARA ULRIKSEN

THE KEXIM FACILITY LENDERS

THE EXPORT-IMPORT BANK OF KOREA

By: /s/ RICHARD HOWLEY, attorney in fact

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THE K-SURE FACILITY LENDERS

KOREA FINANCE CORPORATION

By: /s/ RICHARD HOWLEY, attorney in fact

CITIBANK, N.A. LONDON BRANCH

By: /s/ KARA CATT, VICE PRESIDENT

SWEDBANK AB (publ)

By: /s/ SARA ULRIKSEN

DANSKE BANK, NORWEGIAN BRANCH

By: /s/ RICHARD HOWLEY, attorney in fact

DVB BANK SE

By: /s/ RICHARD HOWLEY, attorney in fact

SKANDINAVISKA ENSKILDA BANKEN AB (PUBL)

By: /s/ RICHARD HOWLEY, attorney in fact

THE COMMERCIAL FACILITY LENDERS

KOREA FINANCE CORPORATION

By: /s/ JAEKYONG, J

CITIBANK, N.A. LONDON BRANCH

By: /s/ KARA CATT, VICE PRESIDENT

NORDEA BANK NORGE ASA

By: /s/ RICHARD HOWLEY, attorney in fact

SWEDBANK AB (publ)

By: /s/ RICHARD HOWLEY, attorney in fact

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DANSKE BANK, NORWEGIAN BRANCH

By: /s/ RICHARD HOWLEY, attorney in fact

DVB BANK SE

By: /s/ RICHARD HOWLEY, attorney in fact

SKANDINAVISKA ENSKILDA BANKEN AB (PUBL)

By: /s/ RICHARD HOWLEY, attorney in fact

THE HEDGING PROVIDERS

CITIBANK, N.A. LONDON BRANCH

By: /s/ KARA CATT, VICE PRESIDENT

NORDEA BANK FINLAND PLC

By: /s/ RICHARD HOWLEY, attorney in fact

SWEDBANK AB (publ)

By: /s/ SARA ULRIKSEN

DANSKE BANK A/S

By: /s/ RICHARD HOWLEY, attorney in fact

DVB BANK SE

By: /s/ RICHARD HOWLEY, attorney in fact

SKANDINAVISKA ENSKILDA BANKEN AB (PUBL)

By: /s/ RICHARD HOWLEY, attorney in fact

THE ACCOUNT BANK

NORDEA BANK FINLAND PLC LONDON BRANCH

By: /s/ RICHARD HOWLEY, attorney in fact

BD-#18471444-v11

239

EX-8.1

Exhibit 8.1

The following table lists the Company’s significant subsidiaries as at April 30, 2014. Unless otherwise indicated, the Company owns a 100% controlling interest in each of the following subsidiaries.

Name	Jurisdiction of Incorporation
Golar LNG 1460 Corporation	Marshall Islands
Golar LNG 2216 Corporation	Marshall Islands
Golar Management Limited	United Kingdom
Golar GP LLC - Limited Liability Company	Marshall Islands
Golar LNG Energy Limited	Bermuda
Golar Gimi Limited	Bermuda
Golar Hilli Limited	Bermuda
Golar Hull M2021 Corporation	Marshall Islands
Golar Hull M2022 Corporation	Marshall Islands
Golar Hull M2023 Corporation	Marshall Islands
Golar Hull M2024 Corporation	Marshall Islands
Golar Hull M2026 Corporation	Marshall Islands
Golar Hull M2027 Corporation	Marshall Islands
Golar Hull M2047 Corporation	Marshall Islands
Golar Hull M2048 Corporation	Marshall Islands
Golar LNG NB10 Corp	Marshall Islands
Golar LNG NB11 Corp	Marshall Islands
Golar LNG NB12 Corp	Marshall Islands
Golar LNG NB13 Corp	Marshall Islands
Bluewater Gandria N.V.	Netherlands

EX-12.1

Exhibit 12.1

I, Doug Arnell, certify that:

1. I have reviewed this annual report on Form 20-F of Golar LNG Limited;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;

4. The company's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the company's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the company's internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company's internal control over financial reporting; and

5. The company's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company's auditors and the audit committee of the company's board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company's ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the company's internal control over financial reporting.

Date:  April 30, 2014

/s/ Doug Arnell 

Doug Arnell

Principal Executive Officer

EX-12.2

Exhibit 12.2

CERTIFICATION OF THE PRINCIPAL FINANCIAL OFFICER

I, Brian Tienzo, certify that:

1. I have reviewed this annual report on Form 20-F of Golar LNG Limited;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;

4. The company's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the company's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the company's internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company's internal control over financial reporting; and

5. The company's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company's auditors and the audit committee of the company's board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company's ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the company's internal control over financial reporting.

Date:  April 30, 2014

  /s/ Brian Tienzo

Brian Tienzo

Principal Financial Officer

EX-13.1

Exhibit 13.1

PRINCIPAL EXECUTIVE OFFICER CERTIFICATION

PURSUANT TO 18 U.S.C. SECTION 1350

In connection with this Annual Report of Golar LNG Limited (the "Company") on Form 20-F for the year ended December 31, 2013 as filed with the Securities and Exchange Commission (the "SEC") on or about the date hereof (the "Report"), I, Doug Arnell, Prinicpal Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

     (1)  The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

     (2)  The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

A signed original of this written statement has been provided to the Company and will be retained by the Company and furnished to the SEC or its staff upon request.

Date: , 2014

Date: April 30, 2014

/s/ Doug Arnell 

Doug Arnell

Principal Executive Officer

EX-13.2

Exhibit 13.2

PRINCIPAL FINANCIAL OFFICER CERTIFICATION

PURSUANT TO 18 U.S.C. SECTION 1350

In connection with this Annual Report of Golar LNG Limited (the "Company") on Form 20-F for the year ended December 31, 2013 as filed with the Securities and Exchange Commission (the "SEC") on or about the date hereof (the "Report"), I, Brian Tienzo, Principal Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

     (1)  The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

     (2)  The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

A signed original of this written statement has been provided to the Company and will be retained by the Company and furnished to the SEC or its staff upon request.

Date:   April 30, 2014

  /s/ Brian Tienzo

Brian Tienzo

Principal Financial Officer

EX-15.1

Exhibit 15.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in the Registration Statement on Form F-3 (No. 333-175376) of Golar LNG Limited of our report dated April 30, 2014 relating to the financial statements and the effectiveness of internal control over financial reporting, which appears in Form 20-F.

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP

London, United Kingdom

April 30, 2014

EX-15.2

Exhibt 15.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in the Registration Statement on Form F-3 (No. 333-175376) of Golar LNG Limited of our report dated April 30, 2014 relating to the financial statements of Golar LNG Partners LP, which appears in Form 20-F.

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP

London, United Kingdom

April 30, 2014

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ACCUMULATED OTHER COMPREHENSIVE INCOME (Notes)

12 Months Ended

Dec. 31, 2013

Accumulated Other Comprehensive Income [Abstract]

ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

31. ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

Accumulated Other Comprehensive Loss

As at December 31, 2013 and 2012, our accumulated other comprehensive loss balances consisted of the following components:

(in thousands of $)	2013		2012		2011
Unrealized net loss on qualifying cash flow hedging instruments	(1,822	)	(6,832	)	(19,462	)
Unrealized gain on available-for-sale securities	7,796		5,911		—
Losses associated with pensions, net of tax recoveries of $0.2 million (2012: $0.3 million)	(12,731	)	(17,809	)	(15,486	)
Accumulated other comprehensive loss	(6,757	)	(18,730	)	(34,948	)

The components of accumulated other comprehensive income (loss) consisted of the following:

	Gain (losses) on available-for-sale securities		Pension and post retirement benefit plan adjustments		Gains (losses) on cash flow hedges		Share of affiliates comprehensive income	Total Accumulated comprehensive Income (loss)
Balance at December 31, 2010	—		(12,347	)	(20,964	)	—	(33,311	)
Other comprehensive (loss) income before reclassification	—		(3,139	)	1,502		—	(1,637	)
Net current-period other comprehensive (loss) income	—		(3,139	)	1,502		—	(1,637	)
Balance at December 31, 2011	—		(15,486	)	(19,462	)	—	(34,948	)
Other comprehensive income (loss) before reclassification	5,911		(2,323	)	3,641		—	7,229
Amount reclassified from accumulated other comprehensive income	—		—		8,989		—	8,989
Net current-period other comprehensive income (loss)	5,911		(2,323	)	12,630		—	16,218
Balance at December 31, 2012	5,911		(17,809	)	(6,832	)	—	(18,730	)
Other comprehensive income before reclassification	12,680		5,078		4,148		854	22,760
Amount reclassified from accumulated other comprehensive (loss) income	(10,795	)	—		8		—	(10,787	)
Net current-period other comprehensive income	1,885		5,078		4,156		854	11,973
Balance at December 31, 2013	7,796		(12,731	)	(2,676	)	854	(6,757	)

The amounts reclassified from accumulated other comprehensive income (loss) for the years ended December 31, 2013 and 2012 consisted of the following:

Details of Accumulated other comprehensive income components	Amounts reclassified from accumulated other comprehensive income			Affected line item in the statement of operations
	2013		2012
Gains on available-for sale securities:
Available-for-sale securities (Golar Partners)	(10,710	)	—	Other non-operating income
Available-for-sale securities (Gaslog)	(85	)	—	Other non-operating income
	(10,795	)	—
(Gains) losses on cash flow hedges:
Foreign currency swap	(718	)	—	Other financial items
Interest rate swap	(1,644	)	—	Other financial items
Interest rate swap	2,370		—	Gain on sale of Golar Maria
Interest rate swap	—		3,925	Gain on loss of control
Cross-currency swap	—		5,064	Gain on loss of control
	8		8,989
Total reclassifications for the period	(10,787	)	8,989

There are no amounts reclassified from the accumulated other comprehensive income to our statement of operations for the year ended December 31, 2011.

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INVESTMENTS IN AVAILABLE-FOR-SALE SECURITIES (Details) (USD $)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Investments in available-for-sale securities:
Investment in available-for-sale securities	$ 267,352,000	$ 353,034,000
Proceeds from Sale of Available-for-sale Securities	99,210,000	0	901,000
Gain on disposal of available-for-sale securities	(754,000)	0	541,000
Golar LNG Partners
Investments in available-for-sale securities:
Investment in available-for-sale securities	267,352,000	352,861,000
Unrealized gain on available-for-sale security	7,800,000	5,900,000
Proceeds from Sale of Available-for-sale Securities	99,200,000
GasLog [Member]
Investments in available-for-sale securities:
Investment in available-for-sale securities	0	173,000
Proceeds from Sale of Available-for-sale Securities	300,000
Gain on disposal of available-for-sale securities	$ 100,000

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TAXATION (Tables)

12 Months Ended

Dec. 31, 2013

Income Tax Disclosure [Abstract]

Components of income tax expense (benefit)

The components of income tax (credit) expense are as follows:

(in thousands of $)	2013		2012		2011
Current tax (credit) expense:
U.K.	(27	)	2,101		2,733
Indonesia	—		6,828		—
Brazil	—		1,002		1,363
Total current tax (credit) expense	(27	)	9,931		4,096
Deferred tax expense:
U.K.	110		91		886
Amortization of tax benefit arising on intra-group transfers of long-term assets (see note 27)	(3,487	)	(7,257	)	(6,687	)
Total income tax (credit) expense	(3,404	)	2,765		(1,705	)

Deferred income tax assets

Deferred income tax assets are summarized as follows:

(in thousands of $)	2013	2012
Deferred tax assets, gross and net	421	531

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DECONSOLIDATION OF GOLAR PARTNERS (Tables)

12 Months Ended

Dec. 31, 2013

Deconsolidation [Abstract]

Components of gain on loss of control

The gain on loss of control is calculated as follows:

(in thousands of $)	As of deconsolidation date (December 13, 2012)
Fair value of investment in Golar Partners (a)	900,926
Carrying value of the non-controlling interest in Golar Partners	179,285
Subtotal	1,080,211
Less:
Carrying value of Golar Partner's net assets	238,409
Guarantees issued to Golar Partners (c)	23,266
Accumulated other comprehensive loss relating to Golar Partners (d)	8,989
Deferred tax benefit on intra-group transfers of long-term assets (f)	(44,449	)
Gain on loss of control of Golar Partners	853,996

Components of ownership interest

Our residual interest in Golar Partners as of December 13, 2012 comprised of the following:

(in thousands of $)	As of December 13, 2012
Common units (i)	346,950
General Partner units and Incentive Distribution Rights ("IDRs") (ii)	191,177
Subordinated units (iii)	362,799
	900,926

Accounting for basis difference in fair value and book value

(in thousands of $)	Book value	Fair value	Basis difference	Golar's share of the basis difference
	100%	100%	100%	24.8%*
Vessels and equipment and vessels under capital leases (i)	1,192,779	1,687,162	494,383	122,591
Charter agreements (ii)	—	508,631	508,631	126,124
Goodwill (iii)	—	445,100	445,100	110,371
	1,192,779	2,640,893	1,448,114	359,086

*Our share of the basis difference is with reference to our holding in the subordinated units only.

The basis difference has been accounted for as follows:

(i) The basis difference assigned to vessels and equipment is being depreciated over the remaining estimated useful lives of the vessels and is recorded as a component of "Equity in net earnings (losses) of affiliates".

(ii) The basis difference relating to the charter agreements is being amortized over the remaining term of the charters and is recorded as a component of "Equity in net earnings (losses) of affiliates".

(iii) For the assigned goodwill, we will recognize our share of any impairment charge recorded by Golar Partners and consider the effect, if any, of the impairment on the assigned goodwill.

Components of fair value of guarantees

he fair value of the guarantees amounted to a liability of $23.3 million which is recorded in "Other long-term liabilities" and comprised of the following items:

(in thousands of $)	As of December 13, 2012
Debt guarantees	4,548
Golar Grand Option	7,217
Methane Princess tax lease indemnity	11,500
	23,265

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PENSIONS (Details) (USD $)	12 Months Ended
	Dec. 31, 2013 Employee	Dec. 31, 2012 Employee	Dec. 31, 2011
Defined contribution scheme:
Defined contribution scheme, charge to net income	$ 500,000	$ 800,000	$ 800,000
Number of Norwegian employees	10	10
Pensions
Defined benefit schemes:
Number of defined benefit schemes	2
Accumulated other comprehensive income, net actuarial loss	12,731,000	17,809,000
Other comprehensive income, tax on actuarial loss	$ 100,000	$ 300,000	$ 400,000

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PENSIONS (Tables)

12 Months Ended

Dec. 31, 2013

Compensation and Retirement Disclosure [Abstract]

Components of net periodic benefit cost

The components of net periodic benefit costs are as follows:

(in thousands of $)	2013		2012		2011
Service cost	468		429		459
Interest cost	2,159		2,361		2,729
Expected return on plan assets	(918	)	(920	)	(1,168	)
Recognized actuarial loss	1,415		1,273		985
Net periodic benefit cost	3,124		3,143		3,005

Reconciliation of benefit obligation

The change in benefit obligation and plan assets and reconciliation of funded status as of December 31 are as follows:

(in thousands of $)	2013		2012
Reconciliation of benefit obligation:
Benefit obligation at January 1	54,291		52,430
Service cost	468		429
Interest cost	2,159		2,361
Actuarial (gain) loss	(3,513	)	3,890
Foreign currency exchange rate changes	164		509
Benefit payments	(3,005	)	(5,328	)
Benefit obligation at December 31	50,564		54,291

Reconciliation of fair value of plan assets

(in thousands of $)	2013		2012
Reconciliation of fair value of plan assets:
Fair value of plan assets at January 1	14,194		14,846
Actual return on plan assets	1,127		1,807
Employer contributions	2,426		2,434
Foreign currency exchange rate changes	177		435
Benefit payments	(3,005	)	(5,328	)
Fair value of plan assets at December 31	14,919		14,194

(in thousands of $)	2013		2012
Projected benefit obligation	(50,564	)	(54,291	)
Fair value of plan assets	14,919		14,194
Funded status (1)	(35,645	)	(40,097	)

Employer contributions and benefits paid under the pension plans include $2.4 million paid from employer assets for each of the years ended December 31, 2013 and 2012.

(1) Our plans are composed of two plans that are both underfunded as at December 31, 2013 and 2012.

Reconciliation of funded status

(in thousands of $)	2013		2012
Projected benefit obligation	(50,564	)	(54,291	)
Fair value of plan assets	14,919		14,194
Funded status (1)	(35,645	)	(40,097	)

Employer contributions and benefits paid under the pension plans include $2.4 million paid from employer assets for each of the years ended December 31, 2013 and 2012.

(1) Our plans are composed of two plans that are both underfunded as at December 31, 2013 and 2012.

The details of these plans are as follows:

	December 31, 2013						December 31, 2012
(in thousands of $)	UK Scheme		Marine Scheme		Total		UK Scheme		Marine Scheme		Total
Projected benefit obligation	(10,256	)	(40,308	)	(50,564	)	(9,718	)	(44,573	)	(54,291	)
Fair value of plan assets	9,622		5,297		14,919		8,486		5,708		14,194
Funded status at end of year	(634	)	(35,011	)	(35,645	)	(1,232	)	(38,865	)	(40,097	)

Pensions:

ScheduleOfEmployerContributionsToDefinedContribution [Table Text Block]

The total contributions to our defined contribution scheme were as follows:

(in thousands of $)	2013	2012	2011
Employers' contributions	533	570	397

Asset allocation of retirement schemes

The fair value of our plan assets, by category, as of December 31, 2013 and 2012 were as follows:

(in thousands of $)	2013	2012
Equity securities	9,666	9,520
Debt securities	3,172	3,007
Cash	2,081	1,667
	14,919	14,194

Amounts recognized in accumulated other comprehensive income

The amounts recognized in accumulated other comprehensive income consist of:

(in thousands of $)	2013	2012
Net actuarial loss	12,731	17,809

As at December 31, 2013 and 2012, our accumulated other comprehensive loss balances consisted of the following components:

(in thousands of $)	2013		2012		2011
Unrealized net loss on qualifying cash flow hedging instruments	(1,822	)	(6,832	)	(19,462	)
Unrealized gain on available-for-sale securities	7,796		5,911		—
Losses associated with pensions, net of tax recoveries of $0.2 million (2012: $0.3 million)	(12,731	)	(17,809	)	(15,486	)
Accumulated other comprehensive loss	(6,757	)	(18,730	)	(34,948	)

The components of accumulated other comprehensive income (loss) consisted of the following:

	Gain (losses) on available-for-sale securities		Pension and post retirement benefit plan adjustments		Gains (losses) on cash flow hedges		Share of affiliates comprehensive income	Total Accumulated comprehensive Income (loss)
Balance at December 31, 2010	—		(12,347	)	(20,964	)	—	(33,311	)
Other comprehensive (loss) income before reclassification	—		(3,139	)	1,502		—	(1,637	)
Net current-period other comprehensive (loss) income	—		(3,139	)	1,502		—	(1,637	)
Balance at December 31, 2011	—		(15,486	)	(19,462	)	—	(34,948	)
Other comprehensive income (loss) before reclassification	5,911		(2,323	)	3,641		—	7,229
Amount reclassified from accumulated other comprehensive income	—		—		8,989		—	8,989
Net current-period other comprehensive income (loss)	5,911		(2,323	)	12,630		—	16,218
Balance at December 31, 2012	5,911		(17,809	)	(6,832	)	—	(18,730	)
Other comprehensive income before reclassification	12,680		5,078		4,148		854	22,760
Amount reclassified from accumulated other comprehensive (loss) income	(10,795	)	—		8		—	(10,787	)
Net current-period other comprehensive income	1,885		5,078		4,156		854	11,973
Balance at December 31, 2013	7,796		(12,731	)	(2,676	)	854	(6,757	)

Expected contributions to pension schemes

are expected to make the following contributions to the schemes during the year ended December 31, 2014, as follows:

(in thousands of $)	UK scheme	Marine scheme
Employer contributions	660	1,800

Expected pension disbursements

are expected to make the following pension disbursements as follows:

(in thousands of $)	UK scheme	Marine scheme
2014	330	3,000
2015	330	3,000
2016	330	3,000
2017	330	3,000
2018	330	3,000
2019 - 2023	1,649	15,000

Weighted average assumptions used

The weighted average assumptions used to determine the benefit obligation for our plans for the years ended December 31 are as follows:

	2013		2012
Discount rate	4.80	%	4.10	%
Rate of compensation increase	2.71	%	2.96	%

The weighted average assumptions used to determine the net periodic benefit cost for our plans for the years ended December 31 are as follows:

	2013		2012
Discount rate	4.10	%	4.10	%
Expected return on plan assets	6.75	%	6.75	%
Rate of compensation increase	2.96	%	2.52	%

Marine Scheme

Pensions:

Asset allocation of retirement schemes

The asset allocation for our Marine scheme at December 31, 2013 and 2012, and the target allocation for 2013, by asset category are as follows:

Marine scheme	Target allocation 2014 (%)	2013 (%)	2012 (%)
Equity	30-65	30-65	30-65
Bonds	10-50	10-50	10-50
Other	20-40	20-40	20-40
Total	100	100	100

UK Scheme

Pensions:

Asset allocation of retirement schemes

The asset allocation for our UK scheme at December 31, 2013 and 2012, and the target allocation for 2014, by asset category are as follows:

UK scheme	Target allocation 2014 (%)	2013 (%)	2012 (%)
Equity	70.0	71.0	72.5
Bonds	30.0	29.0	22.5
Cash	—	—	5.0
Total	100	100	100

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PENSIONS - Reconciliation of Fair Value of Plan Assets (Details) (Pensions, USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012
Reconciliation of fair value of plan assets:
Fair value of plan assets at January 1	$ 14,194	$ 14,846
Actual return on plan assets	1,127	1,807
Employer contributions	2,426	2,434
Foreign currency exchange rate changes	177	435
Benefit payments	(3,005)	(5,328)
Fair value of plan assets at December 31	14,919	14,194
Equity securities
Reconciliation of fair value of plan assets:
Fair value of plan assets at December 31	9,666	9,520
Debt securities
Reconciliation of fair value of plan assets:
Fair value of plan assets at December 31	3,172	3,007
Cash
Reconciliation of fair value of plan assets:
Fair value of plan assets at December 31	$ 2,081	$ 1,667

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EARNINGS PER SHARE (Tables)

12 Months Ended

Dec. 31, 2013

Earnings Per Share [Abstract]

Components of earnings per share, basic and diluted

The components of the numerator for the calculation of basic and diluted EPS are as follows:

(in thousands of $)	2013	2012	2011
Net income attributable to Golar LNG Ltd stockholders – basic	135,713	971,303	46,650
Add: Interest expense on convertible bonds	—	11,358	—
Net income attributable to Golar LNG Ltd stockholders - diluted	135,713	982,661	46,650

The components of the denominator for the calculation of basic and diluted EPS are as follows:

(in thousands)	2013	2012	2011
Basic earnings per share:
Weighted average number of common shares outstanding	80,530	80,324	74,707
Diluted earnings per share:
Weighted average number of common shares outstanding	80,530	80,324	74,707
Effect of dilutive share options	381	380	326
Effect of dilutive convertible bonds	4,545	3,539	—
Common stock and common stock equivalents	85,456	84,243	75,033

Earnings per share are as follows:

	2013		2012		2011
Basic	$	1.69	$	12.09	$	0.62
Diluted	$	1.59	$	11.66	$	0.62

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GENERAL (Details)	12 Months Ended												12 Months Ended
	Dec. 31, 2013	Dec. 31, 2013 Vessels and equipment Vessels	Dec. 31, 2012 Vessels and equipment Vessels	Dec. 31, 2013 Golar LNG Partners	Dec. 31, 2013 Golar LNG Partners	Apr. 30, 2011 Golar LNG Partners	Dec. 31, 2013 Golar LNG Partners Vessels and equipment	Dec. 31, 2013 Golar LNG Partners Vessels and equipment	Dec. 31, 2012 Golar LNG Partners Vessels and equipment	Dec. 31, 2013 LNG carrier Vessels and equipment Vessels	Dec. 31, 2013 John Fredriksen	Dec. 31, 2012 John Fredriksen	Dec. 31, 2013 Maximum [Member] Drydocking [Member]	Dec. 31, 2013 Minimum [Member] Drydocking [Member]
Ownership interests:
Property, Plant and Equipment, Useful Life													5 years	2 years
Ownership interest percentage											45.61%	45.71%
Number of owned shipping vessels		7	6							7
Number of operated shipping vessels							8	8	7
Minimum duration of long-term charter	5 years
Percentage ownership in subsidiary					41.40%	65.40%
Cost method investments, percentage of general partner interest				2.00%

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INVESTMENTS IN AFFILIATES (Details) (USD $) Share data in Millions, except Per Share data, unless otherwise specified				0 Months Ended	12 Months Ended							12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011	Jan. 18, 2012 Bluewater Gandria	Dec. 31, 2012 Bluewater Gandria	Dec. 31, 2013 Egyptian Company for Gas Services S.A.E	Dec. 31, 2012 Egyptian Company for Gas Services S.A.E	Dec. 31, 2011 Egyptian Company for Gas Services S.A.E	Mar. 31, 2006 Egyptian Company for Gas Services S.A.E	Dec. 31, 2013 Golar LNG Partners	Dec. 31, 2012 Golar LNG Partners	Dec. 31, 2013 Golar LNG Partners		Dec. 31, 2012 Golar LNG Partners		Dec. 13, 2012 Golar LNG Partners		Dec. 31, 2013 Golar LNG Partners Vessels and equipment	Dec. 31, 2013 Golar LNG Partners Vessels and equipment	Dec. 31, 2012 Golar LNG Partners Vessels and equipment
Equity method investments acquired:
Equipment Item																		8	8	7
Equity in net assets of non-consolidated investees	$ 350,918,000	$ 367,656,000	$ 22,529,000									$ 344,858,000		$ 362,064,000		$ 362,799,000	[1]
Percentage of voting interest acquired				50.00%	50.00%				50.00%
Purchase consideration - cash				19,500,000	19,500,000
Common stock purchased (in shares)									0.5
Common stock purchased, price per share (USD per share)									$ 1
Ownership percentage, equity method investment								50.00%	50.00%			25.40%	[2],[3]	29.90%	[2],[3]
Investments, ownership percentage										41.40%	54.10%	41.40%		0.00%
Investee capital share amount called							7,500,000
Cash paid to maintain equity interest							3,750,000
Proceeds from dividends						$ 500,000	$ 100,000					$ 32,700,000

[1] Subordinated unitsAs of December 13, 2012, we held 15.9 million units representing 100% of the subordinated units. Our holding in the subordinated units of Golar Partners have been accounted for under the equity method on the basis that the subordinated units are considered to be, in-substance, common stock for accounting purposes. The fair value on December 13, 2012, was determined based on the quoted market price of the listed common units as of the deconsolidation date but discounted principally for their non-tradability and subordinated dividend and liquidation rights during the subordination period. The subordination period will end on the satisfaction of various tests as prescribed in the Partnership Agreement, but will not end before March 31, 2016, except with our removal as the general partner. Upon the expiration of the subordination period, the subordinated units will convert into common units subject to passing certain conditions.

[2] Golar Partners and its subsidiaries were included in our consolidated financial statements until December 13, 2012, following its first AGM upon which the majority of directors were elected by the common unitholders, Golar Partners was deconsolidated and our interests in the subordinated units were accounted for under the equity method from that date (see note 5 for further details).

[3] We held a 41.4% (2012: 54.1%) ownership in Golar Partners as of December 31, 2013. However the 25.4% (2012: 29.9%) interest refers only to our interests in the subordinated units which are subject to the equity method accounting.

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ACCOUNTING POLICIES (Tables)

12 Months Ended

Dec. 31, 2013

Accounting Policies [Abstract]

Use of Estimates, Policy [Policy Text Block]

Use of estimates

The preparation of financial statements in accordance with U.S. GAAP requires that management make estimates and assumptions affecting the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Useful lives applied in depreciation

Useful lives applied in depreciation are as follows:

Vessels	40 to 50 years
Deferred drydocking expenditure	two to five years
Office equipment and fittings	three to six years

Amounts recognized in accumulated other comprehensive income

The amounts recognized in accumulated other comprehensive income consist of:

(in thousands of $)	2013	2012
Net actuarial loss	12,731	17,809

As at December 31, 2013 and 2012, our accumulated other comprehensive loss balances consisted of the following components:

(in thousands of $)	2013		2012		2011
Unrealized net loss on qualifying cash flow hedging instruments	(1,822	)	(6,832	)	(19,462	)
Unrealized gain on available-for-sale securities	7,796		5,911		—
Losses associated with pensions, net of tax recoveries of $0.2 million (2012: $0.3 million)	(12,731	)	(17,809	)	(15,486	)
Accumulated other comprehensive loss	(6,757	)	(18,730	)	(34,948	)

The components of accumulated other comprehensive income (loss) consisted of the following:

	Gain (losses) on available-for-sale securities		Pension and post retirement benefit plan adjustments		Gains (losses) on cash flow hedges		Share of affiliates comprehensive income	Total Accumulated comprehensive Income (loss)
Balance at December 31, 2010	—		(12,347	)	(20,964	)	—	(33,311	)
Other comprehensive (loss) income before reclassification	—		(3,139	)	1,502		—	(1,637	)
Net current-period other comprehensive (loss) income	—		(3,139	)	1,502		—	(1,637	)
Balance at December 31, 2011	—		(15,486	)	(19,462	)	—	(34,948	)
Other comprehensive income (loss) before reclassification	5,911		(2,323	)	3,641		—	7,229
Amount reclassified from accumulated other comprehensive income	—		—		8,989		—	8,989
Net current-period other comprehensive income (loss)	5,911		(2,323	)	12,630		—	16,218
Balance at December 31, 2012	5,911		(17,809	)	(6,832	)	—	(18,730	)
Other comprehensive income before reclassification	12,680		5,078		4,148		854	22,760
Amount reclassified from accumulated other comprehensive (loss) income	(10,795	)	—		8		—	(10,787	)
Net current-period other comprehensive income	1,885		5,078		4,156		854	11,973
Balance at December 31, 2013	7,796		(12,731	)	(2,676	)	854	(6,757	)

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OTHER CURRENT LIABILITIES

12 Months Ended

Dec. 31, 2013

OTHER CURRENT LIABILITIES [Abstract]

OTHER CURRENT LIABILITIES

25. OTHER CURRENT LIABILITIES

(in thousands of $)	2013	2012
Deferred drydocking, operating cost and charterhire revenue	7,724	8,040
Mark-to-market interest rate swaps valuation (see note 32)	11,401	26,472
Mark-to-market currency swaps valuation (see note 32)	729	94
Current portion of the deferred tax benefit arising on intra-group transfer of long-term assets (see note 27)	3,487	3,156
Other	571	244
	23,912	38,006

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ACCOUNTING POLICIES (Details) (USD $)	12 Months Ended
	Dec. 31, 2013 segments	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Accounting Policies [Abstract]
Revenue from loss of hire insurance	$ 0	$ 2,100,000	$ 400,000
Trading activity:
Drydocking expenditure	4,248,000	20,939,000	19,773,000
Accumulated Other Comprehensive Loss:
Unrealized net loss on qualifying cash flow hedging instruments	1,822,000	6,832,000	19,462,000
Unrealized gain on available-for-sale securities	7,796,000	5,911,000	0
Losses associated with pensions, net of tax recoveries of $0.3 million (2011: $0.4 million)	12,731,000	17,809,000	15,486,000
Accumulated other comprehensive loss	(6,757,000)	(18,730,000)	(34,948,000)	(33,311,000)
Tax recoveries from losses associated with pensions	(200,000)	(300,000)
Number of reportable segments	2
Other operating gains and losses | Energy trading contract
Trading activity:
Gains and losses on trading activity	0	0	2,000,000
Assets Held under Capital Leases [Member]
Trading activity:
Drydocking expenditure	0
Depreciation	0	15,800,000	16,600,000
Newbuildings
Trading activity:
Interest Costs Capitalized	$ 22,500,000	$ 10,300,000	$ 3,600,000
Minimum [Member] | Drydocking [Member]
Trading activity:
Property, Plant and Equipment, Useful Life	2 years

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DEBT - Convertible Bonds (Details) (USD $) In Millions, except Share data, unless otherwise specified			1 Months Ended
	Dec. 31, 2013 Rate	Dec. 31, 2012	Mar. 31, 2012 Convertible debt Convertible bonds	Dec. 31, 2013 Convertible debt Convertible bonds	Dec. 04, 2013 Convertible debt Convertible bonds
Debt:
Proceeds from issuance of convertible bonds			$ 250.0
Convertible debt			221.9
Carrying amount of equity component			$ 25.0
Percentage of prinipal amount convertible			100.00%
Coupon rate			3.75%
Debt Instrument, Convertible, Conversion Price			$ 55	$ 50.28	$ 52.29
Minimum percentage for conversion	90.00%
Declared dividend per share (USD per share)	$ 1.35	$ 1.60
Number of shares issuable if bonds are converted	4,972,155

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PENSIONS - Employer Contributions and Payments (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Pensions:
Defined Benefit Plan, Contributions by Employer	$ 533	$ 570	$ 397
UK Scheme
Pensions:
Estimated future employer contributions in next fiscal year	660
Estimated future benefit payments:
2014	330
2015	330
2016	330
2017	330
2018	330
2019 - 2023	1,649
Marine Scheme
Pensions:
Estimated future employer contributions in next fiscal year	1,800
Estimated future benefit payments:
2014	3,000
2015	3,000
2016	3,000
2017	3,000
2018	3,000
2019 - 2023	$ 15,000

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ACCUMULATED OTHER COMPREHENSIVE INCOME Reclassification from Accumulated Other Comprehensive Income (Loss) (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Movement in Other comprehensive Income	$ 11,973	$ 16,218	$ (1,637)
Other financial items	38,219	(13,763)	(29,086)
Gain on sale of Golar Maria	65,619	0	0
Gain on loss of control	0	853,996	0
Income before equity in net earnings (losses) of affiliates, income taxes and non-controlling interests	116,488	1,017,817	68,470
Gain (losses) on available-for-sale securities
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Movement in Other comprehensive Income	1,885	5,911	0
Gains (losses) on cash flow hedges
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Movement in Other comprehensive Income	4,156	12,630	1,502
Reclassification out of Accumulated Other Comprehensive Income [Member]
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Income before equity in net earnings (losses) of affiliates, income taxes and non-controlling interests	(10,787)	8,989
Reclassification out of Accumulated Other Comprehensive Income [Member] | Gain (losses) on available-for-sale securities
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Other non-operating income	(10,795)	0
Reclassification out of Accumulated Other Comprehensive Income [Member] | Gain (losses) on available-for-sale securities | Golar LNG Partners
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Other non-operating income	(10,710)	0
Reclassification out of Accumulated Other Comprehensive Income [Member] | Gain (losses) on available-for-sale securities | GasLog [Member]
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Other non-operating income	(85)	0
Reclassification out of Accumulated Other Comprehensive Income [Member] | Gains (losses) on cash flow hedges
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Income before equity in net earnings (losses) of affiliates, income taxes and non-controlling interests	8	8,989
Reclassification out of Accumulated Other Comprehensive Income [Member] | Gains (losses) on cash flow hedges | Currency swap
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Other financial items	(718)	0
Gain on loss of control	0	5,064
Reclassification out of Accumulated Other Comprehensive Income [Member] | Gains (losses) on cash flow hedges | Interest rate swap
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Other financial items	(1,644)	0
Gain on sale of Golar Maria	2,370	0
Gain on loss of control	$ 0	$ 3,925

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ACCUMULATED OTHER COMPREHENSIVE INCOME (Tables)

12 Months Ended

Dec. 31, 2013

Components of Other Comprehensive Income [Abstract]

Amounts recognized in accumulated other comprehensive income

The amounts recognized in accumulated other comprehensive income consist of:

(in thousands of $)	2013	2012
Net actuarial loss	12,731	17,809

As at December 31, 2013 and 2012, our accumulated other comprehensive loss balances consisted of the following components:

(in thousands of $)	2013		2012		2011
Unrealized net loss on qualifying cash flow hedging instruments	(1,822	)	(6,832	)	(19,462	)
Unrealized gain on available-for-sale securities	7,796		5,911		—
Losses associated with pensions, net of tax recoveries of $0.2 million (2012: $0.3 million)	(12,731	)	(17,809	)	(15,486	)
Accumulated other comprehensive loss	(6,757	)	(18,730	)	(34,948	)

The components of accumulated other comprehensive income (loss) consisted of the following:

	Gain (losses) on available-for-sale securities		Pension and post retirement benefit plan adjustments		Gains (losses) on cash flow hedges		Share of affiliates comprehensive income	Total Accumulated comprehensive Income (loss)
Balance at December 31, 2010	—		(12,347	)	(20,964	)	—	(33,311	)
Other comprehensive (loss) income before reclassification	—		(3,139	)	1,502		—	(1,637	)
Net current-period other comprehensive (loss) income	—		(3,139	)	1,502		—	(1,637	)
Balance at December 31, 2011	—		(15,486	)	(19,462	)	—	(34,948	)
Other comprehensive income (loss) before reclassification	5,911		(2,323	)	3,641		—	7,229
Amount reclassified from accumulated other comprehensive income	—		—		8,989		—	8,989
Net current-period other comprehensive income (loss)	5,911		(2,323	)	12,630		—	16,218
Balance at December 31, 2012	5,911		(17,809	)	(6,832	)	—	(18,730	)
Other comprehensive income before reclassification	12,680		5,078		4,148		854	22,760
Amount reclassified from accumulated other comprehensive (loss) income	(10,795	)	—		8		—	(10,787	)
Net current-period other comprehensive income	1,885		5,078		4,156		854	11,973
Balance at December 31, 2013	7,796		(12,731	)	(2,676	)	854	(6,757	)

Reclassification out of accumulated other comprehensive income

The amounts reclassified from accumulated other comprehensive income (loss) for the years ended December 31, 2013 and 2012 consisted of the following:

Details of Accumulated other comprehensive income components	Amounts reclassified from accumulated other comprehensive income			Affected line item in the statement of operations
	2013		2012
Gains on available-for sale securities:
Available-for-sale securities (Golar Partners)	(10,710	)	—	Other non-operating income
Available-for-sale securities (Gaslog)	(85	)	—	Other non-operating income
	(10,795	)	—
(Gains) losses on cash flow hedges:
Foreign currency swap	(718	)	—	Other financial items
Interest rate swap	(1,644	)	—	Other financial items
Interest rate swap	2,370		—	Gain on sale of Golar Maria
Interest rate swap	—		3,925	Gain on loss of control
Cross-currency swap	—		5,064	Gain on loss of control
	8		8,989
Total reclassifications for the period	(10,787	)	8,989

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BUSINESS ACQUISITION - Purchase Consideration (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended			0 Months Ended	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011	Jan. 18, 2012 Bluewater Gandria	Dec. 31, 2012 Bluewater Gandria
Business acquisition:
Fair value of previously held 50% equity interest				$ 19,500
Purchase consideration - cash				19,500	19,500
Total assumed acquisition consideration				39,000
Less: Fair value of net assets acquired:
Vessel and equipment, net				40,000
Inventories				931
Cash				62
Prepayments				40
Other liabilities				(100)
Subtotal				(40,933)
Gain on bargain purchase of Bluewater Gandria	$ 0	$ (4,084)	$ 0	$ (1,933)

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INVESTMENTS IN AFFILIATES (Tables)

12 Months Ended

Dec. 31, 2013

Equity Method Investments and Joint Ventures [Abstract]

Participation percentages, carrying amounts and components of non-consolidated investees

At December 31, 2013 and 2012, we have the following participation in investments that are recorded using the equity method:

	2013		2012
Golar Partners (1) (2)	25.4	%	29.9	%
Egyptian Company for Gas Services S.A.E ("ECGS")	50	%	50	%
Golar Wilhelmsen Management AS ("Golar Wilhelmsen")	60	%	60	%

(1) Golar Partners and its subsidiaries were included in our consolidated financial statements until December 13, 2012, following its first AGM upon which the majority of directors were elected by the common unitholders, Golar Partners was deconsolidated and our interests in the subordinated units were accounted for under the equity method from that date (see note 5 for further details).

(2) We held a 41.4% (2012: 54.1%) ownership in Golar Partners as of December 31, 2013. However the 25.4% (2012: 29.9%) interest refers only to our interests in the subordinated units which are subject to the equity method accounting.

The carrying amounts of our investments in our equity method investments as at December 31, 2013 and 2012 are as follows:

(in thousands of $)	2013	2012
Golar Partners	344,858	362,064
ECGS	5,782	5,592
Golar Wilhelmsen	278	—
Equity in net assets of affiliates	350,918	367,656

The components of equity in net assets of non-consolidated affiliates are as follows:

(in thousands of $)	2013		2012
Cost	374,729		374,729
Dividend	(33,363	)	(125	)
Equity in net earnings (losses) of other affiliates	8,698		(6,948	)
Share of other comprehensive income in affiliate	854		—
Equity in net assets of affiliates	350,918		367,656

Summarized financial information of affiliated undertakings

Summarized financial information of the affiliated undertakings shown on a 100% basis are as follows:

(in thousands of $)	December 31, 2013			December 31, 2012
	Golar Wilhelmsen	ECGS	Golar Partners	Golar Wilhelmsen		ECGS	Golar Partners
Balance Sheet
Current assets	4,422	38,365	136,379	7,690		31,853	107,370
Non-current assets	6	156	1,584,840	—		1,368	1,403,604
Current liabilities	3,312	25,934	241,072	7,667		20,859	169,717
Non-current liabilities	400	1,183	910,020	—		1,183	1,099,713
Non-controlling interest	—	—	70,777	—		—	71,858
Statement of Operations
Revenue	5,957	75,309	329,190	4,245		61,769	286,630
Net income (loss)	695	1,318	150,819	(494	)	849	127,141

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VESSELS AND EQUIPMENT, NET (Details) (USD $)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Property and equipment:
Property, Plant and Equipment, Gross	$ 1,043,439,000	$ 771,945,000
Property, Plant and Equipment, Net	734,155,000	342,987,000	289,182,000
Accumulated depreciation	231,724,000	198,330,000
Components of vessels and equipment, net:
Property, Plant and Equipment, Net, Excluding Capital Leased Assets	811,715,000	573,615,000
Depreciation and amortization expense	36,871,000	85,524,000	70,286,000
Vessels and equipment
Components of vessels and equipment, net:
Number of owned shipping vessels	7	6
Depreciation and amortization expense	36,900,000	70,300,000	54,300,000
Drydocking [Member]
Components of vessels and equipment, net:
Cost	33,100,000	34,200,000
Accumulated depreciation and amortization	(18,900,000)	(12,900,000)
Office equipment
Components of vessels and equipment, net:
Cost	1,700,000	1,800,000
Vessels
Components of vessels and equipment, net:
Amounts pledged as collateral	$ 700,700,000	$ 432,900,000

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FINANCIAL INSTRUMENTS - Interest Rate Risk Management (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Derivatives designated as hedging instruments location:
Unrealized net loss on qualifying cash flow hedging instruments	$ (1,822)	$ (6,832)	$ (19,462)
Interest rate swap | Cash flow hedging
Mark-to-market swaps valuation:
Notional value	128,000	180,100
Designated as Hedging Instrument | Interest rate swap | Swap | Cash flow hedging
Mark-to-market swaps valuation:
Notional value	128,021	180,100
Derivatives designated as hedging instruments location:
Amount of gain/(loss) recognized in OCI on derivative (effective portion)	4,147	1,547	1,024
Unrealized net loss on qualifying cash flow hedging instruments	(2,700)
Description of variable rate basis	LIBOR
Designated as Hedging Instrument | Interest rate swap | Swap | Cash flow hedging | Other financial Items, net
Derivatives designated as hedging instruments location:
Effective portion Gain/(loss) reclassified from Accumulated Other Comprehensive Loss	(1,644)	0	0
Ineffective Portion	542	(535)	(632)
Designated as Hedging Instrument | Interest rate swap | Swap | Cash flow hedging | Gain on sale of Golar Maria [Member]
Derivatives designated as hedging instruments location:
Effective portion Gain/(loss) reclassified from Accumulated Other Comprehensive Loss	2,370	0	0
Ineffective Portion	0	0	0
Designated as Hedging Instrument | Interest rate swap | Swap | Cash flow hedging | Minimum [Member]
Mark-to-market swaps valuation:
Fixed interest rate	3.57%	3.57%
Designated as Hedging Instrument | Interest rate swap | Swap | Cash flow hedging | Maximum [Member]
Mark-to-market swaps valuation:
Fixed interest rate	4.52%	4.52%
Designated as Hedging Instrument | Accumulated Other Comprehensive Income (Loss) [Member] | Swap | Cash flow hedging
Derivatives designated as hedging instruments location:
Unrealized net loss on qualifying cash flow hedging instruments	$ 900	$ 0	$ 0

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CAPITAL COMMITMENTS (Tables)

12 Months Ended

Dec. 31, 2013

CAPITAL COMMITMENTS [Abstract]

Fiscal year maturity schedule of capital commitments

As at December 31, 2013, the estimated timing of the installment payments for these newbuildings are due to be paid as follows:

(in thousands of $)
Payable within 12 months to December 31, 2014	1,495,385
Payable within 12 months to December 31, 2015	152,220
	1,647,605

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DECONSOLIDATION OF GOLAR PARTNERS - Accounting for Basis Difference (Details) (USD $) In Thousands, unless otherwise specified	Dec. 13, 2012
Golar LNG Partners
Basis Difference:
Vessels and Equipment	$ 122,591	[1],[2]
Charter agreements	126,124	[2],[3]
Goodwill	110,371	[2],[4]
Assets	359,086	[2]
Percentage of total fair value adjustment	24.80%	[2]
Investment in Equity, share of book value	100.00%
Equity method Share of fair Value	100.00%
Equity Method investment, basis difference	100.00%
Golar LNG Partners
Book value:
Vessels and equipment	1,192,779	[1]
Charter agreements	0	[3]
Goodwill	0	[4]
Assets	1,192,779
Fair Value:
Vessels and equipment	1,687,162	[1]
Charter agreements	508,631	[3]
Goodwill	445,100	[4]
Assets	2,640,893
Basis Difference:
Vessels and Equipment	494,383	[1]
Charter agreements	508,631	[3]
Goodwill	445,100	[4]
Assets	$ 1,448,114

[1] The basis difference assigned to vessels and equipment is being depreciated over the remaining estimated useful lives of the vessels and is recorded as a component of "Equity in net earnings (losses) of affiliates".

[2] Our share of the basis difference is with reference to our holding in the subordinated units only.

[3] The basis difference relating to the charter agreements is being amortized over the remaining term of the charters and is recorded as a component of "Equity in net earnings (losses) of affiliates".

[4] For the assigned goodwill, we will recognize our share of any impairment charge recorded by Golar Partners and consider the effect, if any, of the impairment on the assigned goodwill.

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SUBSIDIARIES (Details)	Dec. 31, 2013
Ownership interests:
Subsidiary Ownership Percentage	100.00%
Golar LNG 1460 Corporation
Ownership interests:
Percentage ownership in subsidiary	100.00%
Golar LNG 2216 Corporation
Ownership interests:
Percentage ownership in subsidiary	100.00%
Golar Management Limited
Ownership interests:
Percentage ownership in subsidiary	100.00%
Golar GP LLC - Limited Liability Company
Ownership interests:
Percentage ownership in subsidiary	100.00%
Golar LNG Energy Limited
Ownership interests:
Percentage ownership in subsidiary	100.00%
Golar Gimi Limited
Ownership interests:
Percentage ownership in subsidiary	100.00%
Golar Hilli Limited
Ownership interests:
Percentage ownership in subsidiary	100.00%
Golar Hull M2021 Corporation
Ownership interests:
Percentage ownership in subsidiary	100.00%
Golar Hull M2022 Corporation
Ownership interests:
Percentage ownership in subsidiary	100.00%
Golar Hull M2023 Corporation
Ownership interests:
Percentage ownership in subsidiary	100.00%
Golar Hull M2024 Corporation
Ownership interests:
Percentage ownership in subsidiary	100.00%
Golar Hull M2026 Corporation
Ownership interests:
Percentage ownership in subsidiary	100.00%
Golar Hull M2027 Corporation
Ownership interests:
Percentage ownership in subsidiary	100.00%
Golar Hull M2031 Corporation
Ownership interests:
Percentage ownership in subsidiary	100.00%
Golar Hull M2047 Corporation
Ownership interests:
Percentage ownership in subsidiary	100.00%
Golar Hull M2048 Corporation
Ownership interests:
Percentage ownership in subsidiary	100.00%
Golar LNG NB10 Corporation
Ownership interests:
Percentage ownership in subsidiary	100.00%
Golar LNG NB11 Corporation
Ownership interests:
Percentage ownership in subsidiary	100.00%
Golar LNG NB12 Corporation
Ownership interests:
Percentage ownership in subsidiary	100.00%
Golar LNG NB13 Corporation
Ownership interests:
Percentage ownership in subsidiary	100.00%
Bluewater Gandria N.V.
Ownership interests:
Percentage ownership in subsidiary	100.00%

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DECONSOLIDATION OF GOLAR PARTNERS - Guarantees (Details) (USD $)	12 Months Ended		0 Months Ended
	Dec. 31, 2012	Dec. 31, 2013	Dec. 13, 2012 Golar LNG Partners		Dec. 31, 2013 Golar LNG Partners	Dec. 31, 2012 Golar LNG Partners	Dec. 13, 2012 Golar LNG Partners Debt guarantees	Dec. 13, 2012 Golar LNG Partners Golar Grand Option	Dec. 31, 2013 Golar LNG Partners Methane Princess tax lease indemnity	Dec. 13, 2012 Golar LNG Partners Methane Princess tax lease indemnity
Deconsolidation:
Guarantees issued to Golar Partners	$ 23,265,000	$ 22,369,000	$ 23,265,000		$ 22,400,000	$ 23,300,000	$ 4,548,000	$ 7,217,000	$ 11,500,000	$ 11,500,000
Accumulated other comprehensive loss			(8,989,000)	[1]
Deconsolidation expense	400,000
Deferred income tax benefit			(44,449,000)	[2]
Gain on loss of control			$ 44,400,000

[1] Golar Partners' accumulated other comprehensive incomeThe accumulated other comprehensive loss of $9.0 million in relation to Golar Partners was released to the consolidated statement of operations on deconsolidation.

[2] Deferred tax benefits on intra-group transfers of long-term assetsThe deferred tax benefits on intra-group transfers of long-term assets amounting to $44.4 million arose from transactions between controlled entities in respect of vessels owned by Golar Partners: the Golar Freeze, the Golar Spirit and the NR Satu. Upon the deconsolidation of Golar Partners, the unamortized balance of $44.4 million was released and recognized as part of the gain on loss of control.

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OTHER COMMITMENTS AND CONTINGENCIES (Tables)

12 Months Ended

Dec. 31, 2013

Commitments and Contingencies Disclosure [Abstract]

Assets pledged as collateral

Assets Pledged

(in thousands of $)	December 31, 2013	December 31, 2012
Book value of vessels secured against long-term loans and capital leases	700,726	432,867

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EQUITY OFFERINGS/TRANSACTIONS WITH LISTED SUBSIDIARIES (Tables)

12 Months Ended

Dec. 31, 2013

EQUITY OFFERINGS OF SUBSIDIARIES [Abstract]

Components of equity offerings of subsidiaries

The following table summarizes the issuances of common units of Golar Partners:

					Public Offering
Date	Number of Common Units Issued1	Number of Common Units Issued to the Company	Offering Price		Gross Proceeds (in thousands of $)2	Net Proceeds (in thousands of $)	Company's Ownership in Golar Partners after the Offering3
April 2011 (IPO)	13,800,000	9,327,254	$	22.50	310,500	287,795	65.4	%
July 2012	6,325,000	969,305	$	30.95	188,485	187,138	57.5	%
November 2012	4,300,000	1,524,590	$	30.50	131,150	129,981	54.1	%
January 2013	3,900,000	416,947	$	29.74	115,986	115,224	50.9	%
December 2013	5,100,000	—	$	29.10	148,410	147,313	41.4	%

¹ Pertains to common units issued by Golar Partners to the public.

² Gross and net proceeds from Golar Partners' public offering (excluding proceeds received from Golar's participation in the concurrent private placement).

³ Includes our general partner interest in Golar Partners.

Summary of sale of vessel interests

The following table summarizes the sale of our vessel interests to Golar Partners since its IPO:

	2013		2012				2011
(in millions of $)	Golar Maria		Golar Grand		NR Satu		Golar Freeze
Sales price	127.9		176.8		388.0		231.3
Less: Net assets transferred	(45.6	)	(43.1	)	(255.7	)	(65.5	)
Excess of sales price over net assets transferred	82.3		133.7		132.3		165.8
Additions to Golar's stockholders' equity and noncontrolling interest	—		88.3		85.8		96.7

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NEWBUILDINGS

12 Months Ended

Dec. 31, 2013

NEWBUILDINGS [Abstract]

NEWBUILDINGS

17. NEWBUILDINGS

(in thousands of $)	2013	2012
Purchase price installments	718,851	418,062
Interest costs capitalized	30,825	13,897
Other costs capitalized	17,849	3,900
	767,525	435,859

As at December 31, 2013, we have commitments for newbuilding contracts to construct eight LNG carriers and three FSRUs at a total contract cost of $2.4 billion of which $1.6 billion remains outstanding. See note 34 for the expected timing of the remaining installments to be paid.

Other capitalized costs include site supervision and other miscellaneous construction costs.

We took delivery of two newbuilds in October 2013. Upon delivery of both vessels, their total cost of $404.5 million was transferred to vessels and equipment (note 18).

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SUBSEQUENT EVENTS (Details) (USD $) In Millions, except Per Share data, unless otherwise specified		2 Months Ended
	Feb. 28, 2013	Feb. 28, 2014 Subsequent event	Feb. 01, 2014 Subsequent event	Mar. 28, 2014 Golar LNG Partners Subsequent event	Feb. 28, 2014 Golar LNG Partners Subsequent event	Mar. 28, 2014 Golar LNG Partners Subsequent event Vessels and equipment	Mar. 28, 2014 Interest rate swap Golar LNG Partners Subsequent event
Subsequent events:
Cash distribution per share (USD per share)	$ 0.45				$ 0.52
Dividend Income, Operating		$ 14.7
Level of purchase price financed through sale and leaseback			90.00%
Subsidiary or Equity Method Investee, Drop-Down Amount				310.0		310.0
Debt assumed by equity method investee				161.3
Subsidiary or Equity Method Investee, Derivative Asset Sold							$ 3.3

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BUSINESS ACQUISITION (Tables)

12 Months Ended

Dec. 31, 2013

Business Combinations [Abstract]

Details of purchase consideration, net assets aquired and goodwill

Details of the purchase consideration, the net assets acquired and goodwill are as follows:

(in thousands of $)			January 18, 2012
Fair value of previously held 50% equity interest (a)			19,500
Purchase consideration - cash			19,500
Total assumed acquisition consideration			39,000
Less: Fair value of net assets acquired:
Vessel and equipment, net	40,000
Inventories	931
Cash	62
Prepayments	40
Other liabilities	(100	)
Subtotal			(40,933	)
Gain on bargain purchase of Bluewater Gandria			(1,933	)

Aquisition impact on income statement

The impact on the statement of operations of the acquisition of Bluewater Gandria is as follows:

(in thousands of $)
Gain on remeasurement (a)	2,356
Gain on bargain	1,933
Less: Acquisition related costs	(205	)
Total gain on acquisition of Bluewater Gandria	4,084

As a result of acquiring the remaining 50% equity interest, we recognized a gain on bargain purchase of the Bluewater Gandria as the cost of acquisition is less than the fair value of the net assets of the subsidiary acquired. We performed an assessment of the fair values of the assets acquired, liabilities assumed and consideration transferred. The assessment confirmed our gain on bargain purchase.

a)    Remeasurement of equity investment in Bluewater Gandria

Remeausrement of equity method investment

On January 18, 2012, we remeasured our previously held 50% equity interest in Bluewater Gandria to its fair value as set forth in the table below:

(in thousands of $)	Equity investment in Bluewater Gandria
Fair value of previously held 50% equity interest	19,500
Less: Carrying value at acquisition date	(17,144	)
Gain on remeasurement of equity interest	2,356

The fair value of our previously held investment in Bluewater Gandria was assumed to be equal to the purchase price of $19.5 million paid to Bluewater in respect of our 50% share in the joint venture.

b)    Revenue and profit contributions

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CAPITAL COMMITMENTS

12 Months Ended

Dec. 31, 2013

CAPITAL COMMITMENTS [Abstract]

CAPITAL COMMITMENTS

34. CAPITAL COMMITMENTS

Newbuilding Contracts

Between 2011 and 2012, we entered into newbuilding contracts for the construction of ten LNG carriers and three FSRUs for a total cost of approximately $2.7 billion. As of December 31, 2013, following the delivery of two LNG carriers in 2013, eleven vessels remain to be delivered. All but one are scheduled to be delivered in 2014, with the final delivery timed for 2015 subject to the outcome of negotiations with Samsung to delay delivery of certain vessels. As of December 31, 2013, $1.6 billion remains to be paid in respect of these vessels.

As at December 31, 2013, the estimated timing of the installment payments for these newbuildings are due to be paid as follows:

(in thousands of $)
Payable within 12 months to December 31, 2014	1,495,385
Payable within 12 months to December 31, 2015	152,220
	1,647,605

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RELATED PARTY TRANSACTIONS (Tables)

12 Months Ended

Dec. 31, 2013

Related Party Transaction [Line Items]

Related party transactions

Net income (expenses) from (due to) other related parties (excluding Golar Partners):

(in thousands of $)	2013		2012		2011
Frontline Ltd. and subsidiaries ("Frontline") (i)	49		(325	)	(972	)
Seatankers Management Company Limited ("Seatankers") (i)	(45	)	31		(64	)
Ship Finance AS ("Ship Finance") (i)	207		4		190
Bluewater Gandria (ii)	—		—		125
Golar Wilhelmsen (iii)	(4,899	)	(3,169	)	(2,816	)
World Shipholding (iv)	(976	)	(2,961	)	(2,302	)

(Payables to) receivables from related parties (excluding Golar Partners):

(in thousands of $)	2013		2012
World Shipholding
- Loan (iv)	(50,000	)	—
Frontline	(60	)	(143	)
Seatankers	91		(12	)
Ship Finance	2		2
Seadrill Limited ("Seadrill")	(74	)	—
	(50,041	)	(153	)

i. We transact business with the following parties, being companies in which World Shipholding and companies associated with World Shipholding have a significant interest: Frontline, Ship Finance, Seatankers and Seadrill. Net expense/income from Frontline, Seatankers and Ship Finance comprise fees for management support, corporate and insurance administrative services, net of income from supplier rebates and income from the provision of serviced offices and facilities.   Receivables and payables with related parties comprise primarily of unpaid management fees, advisory and administrative services.  In addition, certain receivables and payables arise when we pay an invoice on behalf of a related party and vice versa.  Receivables and payables are generally settled quarterly in arrears.   

ii. Bluewater Gandria - In January 2012, we acquired the remaining 50% in our joint venture, Bluewater Gandria, which owns the vessel, the Gandria, for a total consideration of $19.5 million. As a result of this transaction, Bluewater Gandria is now our wholly-owned subsidiary. Refer to note 7 for further details of the acquisition. The charges to Bluewater for the year ended December 31, 2011 related to agency fees. 

iii. As of December 31, 2013, we held a 60% ownership interest in Golar Wilhelmsen, which we account for using the equity method (see note 14).  Golar Wilhelmsen recharges management fees in relation to provision of technical and ship management services.

iv. World Shipholding revolving credit facility - In April 2011, we entered into an $80.0 million revolving credit facility with a company related to our major shareholder, World Shipholding. In January, February and May of 2012, the revolving credit facility was amended to $145.0 million, $250.0 million and $120.0 million, respectively, without any further changes to the original terms of the facility. In July 2012, the facility was repaid in full with the proceeds received from the sale of the companies that own and operate the NR Satu to Golar Partners. In May 2013, the margin on the facility was amended from 3.5% to 3.0%. As of December 31, 2013, we had $50.0 million of borrowings under this facility. The facility is unsecured and bears interest at LIBOR plus 3.0% together with a commitment fee of 0.75% on any undrawn portion of the credit facility.

For each of the years ended December 31, 2013, 2012 and 2011, included within net expenses due to World Shipholding, include loan interest and commitment fees of $1.0 million, $0.8 million, and $1.9 million respectively.

Golar LNG Partners

Related Party Transaction [Line Items]

Related party transactions

a) Transactions with Golar Partners and subsidiaries:

Net revenues:Prior to the deconsolidation of Golar Partners, the following revenues presented below were largely eliminated upon consolidation of Golar Partners for the periods through to December 13, 2012:

(in thousands of $)	2013	2012		2011
Transactions with Golar Partners and subsidiaries:
Management and administrative services fees income (i)	2,569	2,876	*	1,576
Ship management fees income (ii)	6,701	4,222	*	4,146
Interest income on vendor financing loan - Golar Freeze (iii)	—	11,921		3,085
Interest income on vendor financing loan - NR Satu (iv)	—	4,737	*	—
Interest income on high-yield bonds (v)	1,972	575	*	—
Interest income on Golar Energy loan (vi)	—	829		—
Total	11,242	25,160		8,807

*The net effect to our consolidated statement of operations for the year ended December 31, 2012 was an aggregate income of $1.5 million.

Receivables (payables):The balances with Golar Partners and subsidiaries as of December 31, 2013 and 2012 consisted of the following:

(in thousands of $)	2013		2012
Trading balances due to Golar and affiliates (vii)	5,989		2,031
Methane Princess Lease security deposit movements (viii)	(4,257	)	—
High-yield bonds (v)	—		34,953
	1,732		36,984

(i) Management and administrative services agreement - On March 30, 2011, Golar Partners entered into a management and administrative services agreement with Golar Management, a wholly-owned subsidiary of ours, pursuant to which Golar Management will provide to Golar Partners certain management and administrative services. The services provided by Golar Management are charged at cost plus a management fee equal to 5% of Golar Management’s costs and expenses incurred in connection with providing these services. Golar Partners may terminate the agreement by providing 120 days written notice.

(ii) Ship management fees - Golar and certain of its affiliates charged ship management fees to Golar Partners for the provision of technical and commercial management of the vessels. Each of Golar Partners’ vessels is subject to management agreements pursuant to which certain commercial and technical management services are provided by certain affiliates of Golar, including Golar Management and Golar Wilhelmsen AS ("Golar Wilhelmsen"), a partnership that is jointly controlled by Golar and by Wilhelmsen Ship Management (Norway) AS.

(iii) Vendor financing loan - Golar Freeze - In October 2011, in connection with the sale of the Golar Freeze, we entered into a financing loan agreement with Golar Partners for an amount of $222.3 million. The facility was unsecured and bore interest at a fixed rate of 6.75% per annum payable quarterly. The loan was non-amortizing with a final balloon payment of $222.3 million due in October 2014. The loan was repaid in October 2012.

(iv) Vendor financing loan - NR Satu - In July 2012, in connection with the sale of the NR Satu, we entered into a financing loan agreement with Golar Partners for an amount of $175.0 million. Of this amount, $155.0 million was drawn down in July 2012. A further $20.0 million was available for drawdown until July 2015. The facility was unsecured and bore interest at a fixed rate of 6.75% per annum payable quarterly. The loan was non-amortizing with a final balloon payment for the amount drawn down due within three years from the date of draw down. The loan was repaid in December 2012.

(v) High-yield bonds - In October 2012, Golar Partners completed the issuance of NOK1,300.0 million in senior unsecured bonds that mature in October 2017. The aggregate principal amount of the bonds is equivalent to approximately $227.0 million. Of this amount, approximately $35.0 million, was issued to us. We sold our participation on the high yield bond in November 2013.

(vi) Golar Energy loan - In January 2012, Golar LNG (Singapore) Pte. Ltd. ("Golar Singapore"), the subsidiary which holds the investment in PTGI, drew down $25.0 million on its loan agreement entered into in December 2011 with Golar Energy. The loan was unsecured, repayable on demand and bore interest at the rate of 6.75% per annum payable on a quarterly basis. In connection with the acquisition of the subsidiaries that own and operate the NR Satu, all amounts payable to Golar Energy by the subsidiaries acquired by Golar Partners, including Golar Singapore, were extinguished.

(vii) Trading balances - Receivables and payables with Golar Partners and its subsidiaries are comprised primarily of unpaid management fees, advisory and administrative services.  In addition, certain receivables and payables arise when we pay an invoice on behalf of a related party and vice versa.  Receivables and payables are generally settled quarterly in arrears. Trading balances due from Golar Partners and its subsidiaries are unsecured, interest-free and intended to be settled in the ordinary course of business. They primarily relate to recharges for trading expenses paid on behalf of Golar Partners, including ship management and administrative service fees due to us.

(viii) Methane Princess Lease security deposit movements - This represents net advances from Golar Partners since its IPO, which correspond with the net release of funds from the security deposits held relating to the Methane Princess Lease. This is in connection with the Methane Princess tax lease indemnity provided to Golar Partners under the Omnibus Agreement (see below). Accordingly, these amounts will be settled as part of the eventual termination of the Methane Princess Lease.

Dividends Declared [Table Text Block]

b) Dividends to non-controlling interests:

(in thousands of $)	2013	2012	2011
Faraway Maritime Shipping Company	—	1,800	2,400
Golar Partners	—	30,282	10,132
	—	32,082	12,532

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OTHER FINANCIAL ITEMS, NET (Details) (USD $)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2013 Capital lease obligations, and related restricted cash	Dec. 31, 2012 Capital lease obligations, and related restricted cash	Dec. 31, 2011 Capital lease obligations, and related restricted cash	Dec. 31, 2013 Interest rate swap	Dec. 31, 2012 Interest rate swap	Dec. 31, 2011 Interest rate swap	Dec. 31, 2013 Foreign exchange contract	Dec. 31, 2012 Foreign exchange contract	Dec. 31, 2011 Foreign exchange contract	Dec. 31, 2013 Line of credit Secured debt $1.125 billion newbuild facility	Jul. 26, 2013 Line of credit Secured debt $1.125 billion newbuild facility
Other financial items, net:
Mark-to-market adjustment on derivatives							$ 56,461,000	$ 1,223,000	$ (10,057,000)	$ 719,000	$ 6,485,000	$ (1,417,000)
Interest rate swap cash settlements							(10,626,000)	(12,258,000)	(14,201,000)
Foreign Currency Transaction Gain (Loss), Unrealized	277,000	(11,905,000)	(1,669,000)	0	(5,645,000)	182,000
Debt Issuance Cost	5,632,000	1,766,000	930,000
Amortization of deferred charges and debt guarantee	(1,120,000)	(1,900,000)	(1,484,000)
Foreign Currency Transaction Gain (Loss), Realized	(1,583,000)	94,000	(945,000)
Other Nonoperating Miscellaneous Income (Expense), Other	0	4,000	(234,000)
Other financial items, net	38,219,000	(13,763,000)	(29,086,000)
Line of Credit Facility, Maximum Borrowing Capacity													$ 1,125,000,000.000	$ 1,125,000,000.000

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EQUITY OFFERINGS OF SUBSIDIARIES

12 Months Ended

Dec. 31, 2013

EQUITY OFFERINGS OF SUBSIDIARIES [Abstract]

EQUITY OFFERINGS/TRANSACTIONS WITH LISTED SUBSIDIARIES

29. EQUITY OFFERINGS/TRANSACTIONS WITH LISTED SUBSIDIARIES OR AFFILLIATES

Golar Partners

The following table summarizes the issuances of common units of Golar Partners:

					Public Offering
Date	Number of Common Units Issued1	Number of Common Units Issued to the Company	Offering Price		Gross Proceeds (in thousands of $)2	Net Proceeds (in thousands of $)	Company's Ownership in Golar Partners after the Offering3
April 2011 (IPO)	13,800,000	9,327,254	$	22.50	310,500	287,795	65.4	%
July 2012	6,325,000	969,305	$	30.95	188,485	187,138	57.5	%
November 2012	4,300,000	1,524,590	$	30.50	131,150	129,981	54.1	%
January 2013	3,900,000	416,947	$	29.74	115,986	115,224	50.9	%
December 2013	5,100,000	—	$	29.10	148,410	147,313	41.4	%

¹ Pertains to common units issued by Golar Partners to the public.

² Gross and net proceeds from Golar Partners' public offering (excluding proceeds received from Golar's participation in the concurrent private placement).

³ Includes our general partner interest in Golar Partners.

The following table summarizes the sale of our vessel interests to Golar Partners since its IPO:

	2013		2012				2011
(in millions of $)	Golar Maria		Golar Grand		NR Satu		Golar Freeze
Sales price	127.9		176.8		388.0		231.3
Less: Net assets transferred	(45.6	)	(43.1	)	(255.7	)	(65.5	)
Excess of sales price over net assets transferred	82.3		133.7		132.3		165.8
Additions to Golar's stockholders' equity and noncontrolling interest	—		88.3		85.8		96.7

The transactions involving the Golar Grand, NR Satu and the Golar Freeze were deemed to be concluded between entities under common control, accordingly, no gain or loss was recognized by the Company.

As the Partnership is no longer considered to be our controlled entity, the transaction involving the sale of Golar Maria is not accounted for as a transfer of equity interest between entities under common control. Accordingly, we have recognized a gain on disposal of the Golar Maria (see note 6).

Golar Freeze

On October 19, 2011, we sold our 100% ownership interest in certain subsidiaries which own and operate the Golar Freeze and hold the secured bank debt to Golar Partners. The purchase consideration was $330.0 million for the vessel and $9.0 million of working capital adjustments net of the assumed bank debt of $108.0 million, resulting in total purchase consideration of approximately $231.3 million of which $222.3 million was financed by vendor financing provided by us.

NR Satu

On July 19, 2012, we sold our equity interests in certain subsidiaries which own and operate the NR Satu to Golar Partners. The purchase consideration was $385.0 million for the vessel and working capital adjustments of $3.0 million, resulting in total purchase consideration of approximately $388.0 million of which $230.0 million was financed from the proceeds of the July 2012 equity offering and $155.0 million vendor financing provided by us.

Golar Grand

On November 8, 2012, we sold our equity interests in subsidiaries which lease and operate the Golar Grand. The purchase consideration was $265.0 million for the vessel and working capital adjustments of $2.6 million, net of the assumed capital lease obligation of $90.8 million, resulting in total purchase consideration of $176.8 million which was principally financed from the proceeds of the November 2012 equity offering.

Golar Maria

On February 7, 2013, we sold our equity interests in the company which owns and operates the LNG carrier Golar Maria. The purchase consideration was $215.0 million for the vessel, working capital adjustments of $5.5 million, the fair value of the interest rate swap liability of $3.1 million less the assumed bank debt of $89.5 million, resulting in total purchase consideration of $127.9 million which was financed from the proceeds of Golar Partners' January 2013 equity offering.

Golar LNG Energy Limited ("Golar Energy")

In August 2009, we completed a private placement offering of our subsidiary, Golar Energy for 59.8 million new common shares at a price of $2 per share, for net proceeds of $115.4 million.  As a result of the offering our ownership in Golar Energy was reduced to 68%.

In mid 2011, the Company in a series of piecemeal acquisitions acquired an additional 92.3 million shares, representing a 38.9% interest in Golar Energy, to bring its ownership interest to 100%.  Of the 92.3 million shares acquired, 70.3 million (76%), were exchanged for newly issued shares in Golar, where the seller received one share in Golar for every 6.06 Golar Energy shares held, thereby increasing the Company's share capital by $11.6 million and share premium by $340 million.  The new Golar shares were effectively issued for $30.30 per share.  The remaining Golar Energy shares were acquired at a price of approximately $5 per share.  As a result of these transactions, non-controlling interest of $129.4 million was eliminated and the difference between the non-controlling interest and consideration paid was recognized as a reduction in additional paid in capital of $336.2 million.  On July 4, 2011, Golar Energy was delisted from the Norwegian stock exchange, Oslo Axess.

In connection with the above transactions described above, in May 2011, the remaining outstanding 5.4 million options in Golar Energy were canceled and exchanged for options in Golar.

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IMPAIRMENT OF LONG-TERM ASSETS (Tables)

12 Months Ended

Dec. 31, 2013

IMPAIRMENT OF LONG-TERM ASSETS [Abstract]

Impairment of long-term assets

Impairment of long-term assets as at December 31, 2013, 2012 and 2011 are as follows:

(in thousands of $)	2013	2012	2011
FSRU conversion parts (see note 23)	500	500	500

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OTHER CURRENT LIABILITIES (Tables)

12 Months Ended

Dec. 31, 2013

OTHER CURRENT LIABILITIES [Abstract]

Components of other current liabilities

(in thousands of $)	2013	2012
Deferred drydocking, operating cost and charterhire revenue	7,724	8,040
Mark-to-market interest rate swaps valuation (see note 32)	11,401	26,472
Mark-to-market currency swaps valuation (see note 32)	729	94
Current portion of the deferred tax benefit arising on intra-group transfer of long-term assets (see note 27)	3,487	3,156
Other	571	244
	23,912	38,006

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RESTRICTED CASH AND SHORT-TERM INVESTMENTS (Details) (USD $)	Dec. 31, 2013	Dec. 31, 2012
Restricted cash and short-term investment balances:
Restricted cash and cash equivalents	$ 26,543,000	$ 1,551,000
Restricted cash, current portion	23,432,000	1,551,000
Restricted cash	3,111,000	0
Amount of restricted cash excluded due to financial covenants	$ 25,000,000

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DEFERRED CHARGES (Tables)

12 Months Ended

Dec. 31, 2013

Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]

Components of other receivables, prepaid expenses and accrued income

The deferred charges are comprised of the following amounts:

(in thousands of $)	2013		2012
Debt arrangement fees and other deferred financing charges	27,845		6,335
Accumulated amortization	(3,361	)	(2,271	)
	24,484		4,064

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SUBSIDIARIES (Tables)

12 Months Ended

Dec. 31, 2013

SUBSIDIARIES [Abstract]

Listing of significant subsidiaries

The following table lists our significant subsidiaries and their purpose as at December 31, 2013. Unless otherwise indicated, we own a 100% controlling interest in each of the following subsidiaries.

Name	Jurisdiction of Incorporation	Purpose
Golar LNG 1460 Corporation	Marshall Islands	Owns Golar Viking
Golar LNG 2216 Corporation	Marshall Islands	Owns Golar Arctic
Golar Management  Limited	United Kingdom	Management company
Golar GP LLC – Limited Liability Company	Marshall Islands	Holding company
Golar LNG Energy Limited	Bermuda	Holding  company
Golar Gimi Limited	Marshall Islands	Owns Gimi
Golar Hilli Limited	Marshall Islands	Owns Hilli
Bluewater Gandria N.V.	Netherlands	Owns and Operates Golar Gandria
Golar Hull M2021 Corporation	Marshall Islands	Owns Hull 2021 (Golar Seal)
Golar Hull M2022 Corporation	Marshall Islands	Owns Hull 2022 (Golar Crystal)
Golar Hull M2023 Corporation	Marshall Islands	Owns Hull 2023 (Golar Penguin)
Golar Hull M2024 Corporation	Marshall Islands	Owns Hull 2024 (Golar Eskimo)
Golar Hull M2026 Corporation	Marshall Islands	Owns Hull 2026 (Golar Celsius)
Golar Hull M2027 Corporation	Marshall Islands	Owns Hull 2027 (Golar Bear)
Golar Hull M2031 Corporation	Marshall Islands	Owns Hull 2031 (Golar Igloo)
Golar Hull M2047 Corporation	Marshall Islands	Owns Hull 2047 (Golar Snow)
Golar Hull M2048 Corporation	Marshall Islands	Owns Hull 2048 (Golar Ice)
Golar LNG NB10 Corporation	Marshall Islands	Owns Hull S658 (Golar Glacier)
Golar LNG NB11 Corporation	Marshall Islands	Owns Hull S659 (Golar Kelvin)
Golar LNG NB12 Corporation	Marshall Islands	Owns Hull 2055 (Golar Frost)
Golar LNG NB13 Corporation	Marshall Islands	Owns Hull 2056 (Golar Tundra)

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GENERAL

12 Months Ended

Dec. 31, 2013

Organization, Consolidation and Presentation of Financial Statements [Abstract]

GENERAL

1. GENERAL

Golar LNG Limited (the "Company" or "Golar") was incorporated in Hamilton, Bermuda on May 10, 2001 for the purpose of acquiring the liquefied natural gas ("LNG") shipping interests of Osprey Maritime Limited ("Osprey"), which was owned by World Shipholding Limited ("World Shipholding"). As of December 31, 2013, World Shipholding owned 45.61% (2012: 45.71%) of Golar.

As of December 31, 2013, we own and operate a fleet of seven LNG carriers and operate Golar LNG Partner LP's ("Golar Partners" or the "Partnership") fleet of eight LNG carriers and Floating Storage Regasification Units ("FSRUs").

We are listed solely on the Nasdaq under the symbol: GLNG.

As used herein and unless otherwise required by the context, the terms "Golar", the "Company", "we", "our" and words of similar import refer to Golar or anyone or more of its consolidated subsidiaries, or to all such entities.

Golar LNG Partners LP ("Golar Partners" or the "Partnership")

Golar Partners is our former subsidiary, which is an owner and operator of FSRUs and LNG carriers under long-term charters (defined as five years or longer from the date of the dropdown). In April 2011, we completed the initial public offering ("IPO") of Golar Partners and its listing on the Nasdaq stock exchange. As a result of the offering, our ownership interest was reduced to 65.4% (including our 2% general partner interest). Since its IPO, Golar Partners has completed further follow-on equity offerings, such that as of December 31, 2013, our ownership interest has decreased to 41.4% (2012: 54.1%) (see note 29).

Under the provisions of the partnership agreement, the general partner irrevocably delegated the authority to the Partnership's board of directors to have the power to oversee and direct the operations of, manage and determine the strategies and policies of the Partnership. During the period from the IPO in April 2011 until the time of Golar Partners' first AGM on December 13, 2012, we retained the sole power to appoint, remove and replace all members of Golar Partners' board of directors. From the first Golar Partners' Annual General Meeting ("AGM"), the majority of the board members became electable by the common unitholders and accordingly, from this date, we no longer retain the power to control the board of Golar Partners. As a result, from December 13, 2012, Golar Partners has been considered as an affiliate entity and not as our controlled subsidiary (see note 5).

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OTHER COMMITMENTS AND CONTINGENCIES (Details)	12 Months Ended	107 Months Ended			12 Months Ended
	Dec. 31, 2003 GBP (£) tax_lease	Dec. 13, 2012 tax_lease	Dec. 31, 2013 USD ($)	Dec. 31, 2012 USD ($)	Dec. 31, 2013 Golar LNG Partners tax_lease
Commitments and Contingencies Disclosure [Abstract]
Book value of vessels secured against long-term loans and capital leases			$ 700,726,000	$ 432,867,000
Tax lease benefits:
Number of tax leases	6
Gross amount received from tax lease benefit (in GBP)	41,000,000
Number of tax leases terminated		5
Number of tax leases remaining					1
Other commitment to pay third party			$ 1,000,000

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OTHER CURRENT LIABILITIES (Details) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012
OTHER CURRENT LIABILITIES [Abstract]
Deferred drydocking, operating cost and charterhire revenue	$ 7,724	$ 8,040
Mark-to-market swaps valuation:
Current portion of the deferred tax benefit arising on intra-group transfer of long-term assets	3,487	3,156
Other	571	244
Other current liabilities	23,912	38,006
Swap | Interest rate swap
Mark-to-market swaps valuation:
Derivative liabilities, current	11,401	26,472
Swap | Currency swap
Mark-to-market swaps valuation:
Derivative liabilities, current	$ 729	$ 94

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RESTRICTED CASH AND SHORT-TERM INVESTMENTS (Tables)

12 Months Ended

Dec. 31, 2013

RESTRICTED CASH AND SHORT-TERM INVESTMENTS [Abstract]

Components of restricted cash and cash equivalents

Our restricted cash and short-term investment balances are as follows:

(in thousands of $)	2013	2012
Total restricted cash	26,543	1,551
Less: Amounts included in short-term restricted cash and short-term investments	23,432	1,551
Long-term restricted cash	3,111	—

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PENSIONS - Assumptions Used (Details) (Pensions)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012
Pensions
Weighted average assumptions used in calculating benefit obligation:
Discount rate	4.80%	4.10%
Rate of compensation increase	2.71%	2.96%
Weighted average assumptions used in calculating net periodic benefit cost:
Discount rate	4.10%	4.10%
Expected return on plan assets	6.75%	6.75%
Rate of compensation increase	2.96%	2.52%

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FINANCIAL INSTRUMENTS - Concentrations of Risk (Details) (USD $) In Millions, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012
Supplier Concentration Risk [Member]
Concentration of risks:
Number of newbuildings	11
Supplier Concentration Risk [Member] | Samsung
Concentration of risks:
Number of newbuildings	9
Supplier Concentration Risk [Member] | Hyundai
Concentration of risks:
Number of newbuildings	2
Golar LNG Partners
Concentration of risks:
Investments, ownership percentage	41.40%	0.00%
Aggregate ownership interest	$ 809.0
Golar LNG Partners | Vessels and equipment
Concentration of risks:
Vessels operated by affiliate	8

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OTHER COMMITMENTS AND CONTINGENCIES

12 Months Ended

Dec. 31, 2013

Commitments and Contingencies Disclosure [Abstract]

OTHER COMMITMENTS AND CONTINGENCIES

35. OTHER COMMITMENTS AND CONTINGENCIES

Assets Pledged

(in thousands of $)	December 31, 2013	December 31, 2012
Book value of vessels secured against long-term loans and capital leases	700,726	432,867

Other Contractual Commitments and contingencies

Insurance

We insure the legal liability risks for our shipping activities with Gard and Skuld. Both are mutual protection and indemnity associations.  As a member of a mutual association, we are subject to calls payable to the associations based on our claims record in addition to the claims records of all other members of the association.  A contingent liability exists to the extent that the claims records of the members of the association in the aggregate show significant deterioration, which results in additional calls on the members.    

Tax lease benefits

The benefits under lease financings are derived primarily from tax depreciation assumed to be available to lessors as a result of their investment in the vessels. In the event of any adverse tax changes or a successful challenge by the U.K. Revenue authorities with regard to the initial tax basis of the transactions, or in relation to the lease restructuring and subsequent terminations we have entered into in 2010 or in the event of an early termination of our remaining leases, we may be required to make additional payments to the U.K. vessel lessors or the U.K. revenue authorities which could adversely affect our earnings and financial position.  We would be required to return all or a portion of, or in certain circumstances significantly more than, the upfront cash benefits that we have received or accrued over time, together with fees that were incurred in respect of our lease financing transactions including the restructuring and subsequent termination transactions or post additional security or make additional payments to the U.K. vessel lessors.  Six U.K. tax leases we entered into during 2003 were structured so that a cash benefit was received up front (in total a gross amount before deduction of fees of approximately £41 million British pounds).   Of these six leases we have since terminated five, with one lease remaining, being that of the Methane Princess lease. Pursuant to the deconsolidation of Golar Partners in 2012, Golar Partners is no longer considered a controlled entity but an affiliate and therefore the capital lease obligation relating to this remaining U.K. tax lease is not consolidated into our balance sheet as of December 31, 2013.

Under the indemnity provisions of the Omnibus Agreement or the respective share purchase agreements, we have agreed to indemnify Golar Partners in the event of any liabilities in excess of scheduled or final scheduled amounts arising from the Methane Princess leasing arrangement and the termination thereof.

In addition, to the extent Golar Partners incurs any liabilities as a consequence of a successful challenge by the U.K. Revenue Authorities with regard to the initial tax basis of the transactions relating to any of the U.K. tax leases or in relation to the lease restructuring and terminations in 2010, we have agreed to indemnify Golar Partners.

Legal proceedings and claims

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

NR Satu related claim

PT Golar Indonesia, a subsidiary of Golar Partners that is both the owner and operator of the NR Satu, has been notified of a claim that may be filed against it by PT Rekayasa, a subcontractor of the charterer, PT Nusantara Regas, claiming that Golar Partners and its subcontractor caused damage to the pipeline in connection with the FSRU conversion of the NR Satu and the related mooring. As of the current date, no suit has been filed and both we and Golar Partners are of the view that, were the claim to be filed with the Indonesian authorities, any resolution could potentially take years. We both continue to believe we have meritorious defences against these claims, however, we are currently involved in compromise settlement discussions with the other parties. An estimate of the compromise settlement amount is between $2 million and $4.8 million. Golar Partners considers it probable that any loss suffered will be recoverable from its subcontractor who is also a party to these settlement discussions.As part of the disposal of the NR Satu in July 2012 by us, we have also agreed to indemnify Golar Partners against any non-recoverable losses.

Golar Viking related claim

In January 2011, Qatar Gas Trading Company Limited ("Nakilat") chartered the Golar Viking from the us for a period of 15 months. In April 2012, the time charter party agreement was terminated early. On February 15, 2013, Nakilat formally commenced arbitration proceedings against Golar claiming damages of $20.9 million for breach of contract, including that of early termination of the charter.  We believe that we have strong arguments to defend ourself against any such claims,  accordingly, as of December 31, 2013, have not recorded any provision. Given the proceedings have only commenced and with the arbitration hearing timed for late 2014, it is possible that the outcome of the arbitration proceedings may result in a loss of anything up to a maximum of $20.9 million.

Douglas Channel LNG Assets Partnership claim

In May 2013, we provided a short-term loan of $12.0 million to Douglas Channel LNG Assets Partnership ("DCLAP") as part of the potential FLNG project in Douglas Channel, British Columbia. The General Partner of DCLAP is a company wholly owned by LNG Partner LLC ("LNGP"). The loan had a maturity date of September 30, 2013 and is secured by a general security agreement over the pipeline transportation capacity on the pipeline system that delivers natural gas to the area where the FLNG project is intended to operate. In September 2013, LNGP filed for bankruptcy. We have also since commenced legal proceedings against LNGP seeking to have a receiver appointed over the secured assets. Of the $12.0 million short-term loan, $2.5 million has been repaid to date. We believe that we have strong arguments regarding our claim and the outstanding loan is recoverable, accordingly, as of December 31, 2013, has not recorded any provision against the outstanding loan receivable.

Other

In December 2005, we signed a shareholders' agreement in connection with the setting up of a jointly owned company to be named Egyptian Company for Gas Services S.A.E ("ECGS"), which was to be established to develop hydrocarbon business and in particular LNG related business in Egypt.  As at December 31, 2013, we had a commitment to pay $1.0 million to a 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.

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INVESTMENTS IN AVAILABLE-FOR-SALE SECURITIES (Notes)

12 Months Ended

Dec. 31, 2013

Investments, Debt and Equity Securities [Abstract]

INVESTMENTS IN AVAILABLE-FOR-SALE SECURITIES

21. INVESTMENTS IN AVAILABLE-FOR-SALE SECURITIES

(in thousands of $)	2013	2012
Golar Partners (see note 5)	267,352	352,861
GasLog	—	173
	267,352	353,034

The investment in Golar Partners represents its interest in the common units only, which includes an unrealized gain of $7.8 million as of December 31, 2013 (2012: $5.9 million). In December 2013, we sold part of our interest in the common units of Golar Partners for total proceeds of $99.2 million.

GasLog, which is listed on the New York Stock Exchange, is an owner, operator and manager of LNG carriers. We sold our interest in Gaslog in November 2013 for total proceeds of $0.3 million and resulting in a gain of $0.1 million.

Both the sale of part of our interest in the common units of Golar Partners and GasLog were sold at the fair value of these securities on the date of sale.

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RESTRICTED CASH AND SHORT-TERM INVESTMENTS

12 Months Ended

Dec. 31, 2013

RESTRICTED CASH AND SHORT-TERM INVESTMENTS [Abstract]

RESTRICTED CASH AND SHORT-TERM INVESTMENTS

20. RESTRICTED CASH AND SHORT-TERM INVESTMENTS

Our restricted cash and short-term investment balances are as follows:

(in thousands of $)	2013	2012
Total restricted cash	26,543	1,551
Less: Amounts included in short-term restricted cash and short-term investments	23,432	1,551
Long-term restricted cash	3,111	—

As of December 31, 2013, our restricted cash relates to Performance and Delivery Bonds (the "Bonds") for our FSRU contracts in Kuwait and Jordan, respectively.

We issued the Bonds to the charterer to guarantee against our failure to meet our obligations as specified in the contract. The Bonds are usually valid for the duration of the contract or in the case of the Delivery Bond until the vessel is delivered.

The Bonds are currently all cash collateralized but we have the option to restructure these as non-cash backed although this may result in additional fees.

Restricted cash does not include minimum consolidated cash balances of $25.0 million (see note 26) required to be maintained as part of the financial covenants in some of our loan facilities, as these amounts are included in "Cash and cash equivalents".

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OPERATING LEASES (Details) (USD $)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Minimum contractual future revenues to be received:
Cost	$ 1,043,439,000	$ 771,945,000
Accumulated depreciation	231,724,000	198,330,000
Future minimum payments under non-cancellable operating leases:
2013	374,000
2014	381,000
2015	381,000
2016	381,000
2017	256,000
Total minimum lease payments	1,773,000
Total rental expense for operating leases	700,000	700,000	1,000,000
Vessels leased to third parties
Minimum contractual future revenues to be received:
Cost	190,400,000	620,000,000
Accumulated depreciation	29,300,000	141,200,000
Time charters
Minimum contractual future revenues to be received:
2014	50,188,000
2015	11,413,000
Total	$ 61,601,000

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OPERATING LEASES (Tables)

12 Months Ended

Dec. 31, 2013

Leases [Abstract]

Minimum contractual future revenues to be received on time charters

Year ending December 31,	Total
(in thousands of $)
2014	50,188
2015	11,413
Total	61,601

Future minimum rental payments under non-cancellable operating leases

Year ending December 31,	Total
(in thousands of $)
2014	374
2015	381
2016	381
2017	381
2018	256
Total minimum lease payments	1,773

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SUBSEQUENT EVENTS

12 Months Ended

Dec. 31, 2013

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

36. SUBSEQUENT EVENTS

In February 2014, we declared a dividend of $0.45 per share in respect of the quarter ended December 31, 2013 and paid in March 2014. In addition, Golar Partners made a final cash distribution of $0.52 per unit in February 2014 in respect of the quarter ended December 31, 2013, of which we received $14.7 million of dividend income in relation to our common, subordinated and general partner units and IDRs held at the record date.

In February 2014, we executed a four ship sale and leaseback transaction with ICBL Finance Leasing Co. Ltd ("ICBCL"). The financing structure will fund 90% of the shipyard purchase price of each newbuilding.

In February 2014, we took delivery of the FSRU, the Golar Igloo. On March 28, 2014, we completed our sale of our equity interest in the company that owns and operates the Golar Igloo to Golar Partners for the price of $310.0 million for the vessel (including charter) less the assumed $161.3 million of bank debt, the fair value of the interest rate swap asset of $3.3 million plus other purchase price adjustmentsand paid us the remaining balance in cash using the proceeds of our equity offering in December 2013.

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COST METHOD INVESTMENTS (Notes)

12 Months Ended

Dec. 31, 2013

Cost Method Investments Disclosure [Abstract]

COST METHOD INVESTMENTS

22. COST METHOD INVESTMENTS

(in thousands of $)	2013	2012
Golar Partners	196,825	191,177
OLT Offshore LNG Toscana S.p.A ("OLT–O")	7,347	7,347
	204,172	198,524

Our investment in Golar Partners was $196.8 million, which relates only to our interests in the general partner units and IDR interests which were measured initially at fair value on the deconsolidation date, December 13, 2012 (see note 5). We made further contributions of $5.6 million to Golar Partners in connection with Golar Partners 2013 equity offerings.

Dividends received for the year ended December 31, 2013 in relation to our investments in Golar Partners' general partner units and IDRs amounted to $6.0 million.

OLT-O is an Italian incorporated unlisted company, which is involved in the construction, development, operation and maintenance of an FSRU terminal to be situated off the Livorno coast of Italy.  As at December 31, 2013, our investment in OLT-O was $7.3 million amounting to a 2.7% interest in OLT–O's issued share capital.

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OTHER NON-CURRENT ASSETS

12 Months Ended

Dec. 31, 2013

OTHER NON-CURRENT ASSETS [Abstract]

OTHER NON-CURRENT ASSETS

23. OTHER NON-CURRENT ASSETS

(in thousands of $)	2013	2012
Deferred tax asset (see note 11)	421	531
Mark-to-market interest rate swaps valuation (see note 32)	46,827	—
Other long-term assets	7,000	6,238
	54,248	6,769

Other long-term assets include unutilized parts originally ordered for the Golar Spirit FSRU retrofitting following changes to the original project specification.  Of these parts $8.4 million have been used internally for both the retrofitting of the NR Satu and to a lesser extent the Golar Freeze in 2009.  Since acquisition, we have recognized total impairment charges of $4.5 million (see note 9).  As of December 31, 2013 and 2012, the carrying value of these parts was $2.5 million and $3.0 million, respectively.

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Consolidated Statements of Changes in Equity (USD $) In Thousands, unless otherwise specified	Total	NR Satu	Golar Grand	Share Capital	Share Capital NR Satu	Share Capital Golar Grand	Treasury Shares	Treasury Shares NR Satu	Treasury Shares Golar Grand	Additional Paid-in Capital	Additional Paid-in Capital NR Satu	Additional Paid-in Capital Golar Grand	Contributed Surplus	Contributed Surplus NR Satu	Contributed Surplus Golar Grand	Accumulated Other Comprehensive Income (Loss) [Member]	Accumulated Other Comprehensive Income (Loss) [Member] NR Satu	Accumulated Other Comprehensive Income (Loss) [Member] Golar Grand	Accumulated Earnings	Accumulated Earnings NR Satu	Accumulated Earnings Golar Grand	Noncontrolling Interest	Noncontrolling Interest NR Satu	Noncontrolling Interest Golar Grand
Balance at Dec. 31, 2010	$ 599,322			$ 67,808			$ (2,280)			$ 100,285			$ 200,000			$ (33,311)			$ 78,086			$ 188,734
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	68,275			0			0			0			0			0			46,650			21,625
Grant of share options	1,970			0			0			1,970			0			0			0			0
Dividends	(86,156)			0			0			0			0			0			(86,156)			0
Incorporation costs	40			0			0			40			0			0			0			0
Non-controlling interest dividend	(12,532)			0			0			0			0			0			0			(12,532)
Acquisition of non-controlling interests	(112,545)			11,604			0			3,853			0			1,377			0			(129,379)
Noncontrolling Interest, Increase from Subsidiary Equity Issuance	287,783			0			0			183,010			0			0			0			104,773
Other comprehensive income (loss)	(2,115)			0			0			0			0			(3,014)			0			899
Impact of transfer of Golar Freeze, NR Satu and Grand to Golar Partners	0			0			0			96,732												(96,732)
Exercise of share options (including disposal of treasury shares)	11,778			825			2,280			12,493			0			0			(4,487)			667
Balance at Dec. 31, 2011	755,820			80,237			0			398,383			200,000			(34,948)			34,093			78,055
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	1,014,443			0			0			0			0			0			971,303			43,140
Grant of share options	1,357			0			0			1,357			0			0			0			0
Stock Issued During Period, Shares, Conversion of Convertible Securities	24,979			0			0			24,979			0			0			0			0
Exercise of share options	2,613			267			0			4,470			0			0			(2,124)			0
Dividends	(154,769)			0			0			0			0			0			(154,769)			0
Non-controlling interest dividend	(32,082)			0			0			0			0			0			0			(32,082)
Noncontrolling Interest, Increase from Subsidiary Equity Issuance	317,119			0			0			50,753			0			0			0			266,366
Other comprehensive income (loss)	5,135			0			0			0			0			7,229			0			(2,094)
Impact of transfer of Golar Freeze, NR Satu and Grand to Golar Partners		0	0		0	0		0	0		85,781	88,319		0	0		0	0		0	0		(85,781)	(88,319)
Deconsolidation of Golar Partners	170,296			0			0			0			0			8,989			0			179,285
Balance at Dec. 31, 2012	1,764,319			80,504			0			654,042			200,000			(18,730)			848,503			0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	135,713			0			0			0			0			0			135,713			0
Grant of share options	500			0			0			500			0			0			0			0
Exercise of share options	608			76			0			1,476			0			0			(944)			0
Dividends	(108,976)			0			0			0			0			0			(108,976)			0
Other comprehensive income (loss)	11,973			0			0			0			0			11,973			0			0
Balance at Dec. 31, 2013	$ 1,804,137			$ 80,580			$ 0			$ 656,018			$ 200,000			$ (6,757)			$ 874,296			$ 0

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ACCRUED EXPENSES

12 Months Ended

Dec. 31, 2013

Payables and Accruals [Abstract]

ACCRUED EXPENSES

24. ACCRUED EXPENSES

(in thousands of $)	2013	2012
Vessel operating and drydocking expenses	6,890	8,248
Administrative expenses	6,105	8,070
Interest expense	9,792	3,094
Provision for taxes	—	1,001
	22,787	20,413

Vessel operating and drydocking expense related accruals are composed of vessel operating expenses including direct vessel operating costs associated with operating a vessel, such as crew wages, vessel supplies, routine repairs, maintenance, drydocking, lubricating oils, insurances and management fees for the provision of commercial and technical management services.

Administrative expense related accruals are composed of general overhead, including personnel costs, legal and professional fees, costs associated with project development, property costs and other general expenses.

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DECONSOLIDATION OF GOLAR PARTNERS - Gain on Loss of Control (Details) (Golar LNG Partners, USD $) In Thousands, unless otherwise specified	0 Months Ended
	Dec. 13, 2012
Golar LNG Partners
Deconsolidation:
Fair value of investment in Golar Partners	$ 900,926	[1]
Carrying value of the non-controlling interest in Golar Partners	179,285
Fair value and carrying value of noncontrolling interest	1,080,211
Carrying value of Golar Partners' net assets	238,409
Guarantees issued to Golar Partners	23,266	[2]
Accumulated other comprehensive loss relating to Golar Partners	(8,989)	[3]
Deferred tax benefit on intra-group transfers of long-term assets	(44,449)	[4]
Gain on loss of control of Golar Partners	$ 853,996

[1] Fair value of investment in Golar PartnersOur residual interest in Golar Partners as of December 13, 2012 comprised of the following:(in thousands of $)As of December 13, 2012Common units (i) 346,950General Partner units and Incentive Distribution Rights ("IDRs") (ii) 191,177Subordinated units (iii) 362,799 900,926As of December 31, 2013, the carrying value of our total investment in Golar Partners is $809.0 million (2012: $906.1 million).(i) Common units (available-for-sale securities)As of December 13, 2012, we held 11.8 million common units representing 32.6% of the common units in issue, as a class. Our holding in the voting common units of Golar Partners have been accounted for under the guidance for available-for-sale securities on the basis that during the subordination period the common units have preferential dividend and liquidation rights. Accordingly, these securities are carried at fair value and any unrealized gains and losses on these securities are reflected directly in equity unless a gain is realized upon sale of these units or an unrealized loss is considered "other-than-temporary", in which case it is transferred to the statement of operations. Dividends received from its common units in Golar Partners during the subordination period will be recorded in the consolidated statement of operations in the line item "Dividend income".(ii) General Partner units and IDRsOur 2% general partner interest and 100% of the incentive distribution rights (IDRs) in Golar Partners have been accounted for as cost-method investments on the basis that the general partner interests have preferential liquidation and dividend rights during the subordination period. Our interest in the general partner units have been recorded at their fair value as of December 13, 2012, based on the share price of the publicly traded common units of Golar Partners but adjusted for restrictions over their transferability and reduction in voting rights. The fair value of the IDRs as of December 13, 2012 was determined using a Monte Carlo simulation method. This simulation was performed within the Black Scholes option pricing model then solved via an iterative process by applying the Newton-Raphson method for the fair value of the IDRs, such that the price of a unit output by the Monte Carlo simulation equalled the price observed in the market. The method took into account the historical volatility, dividend yield as well as the share price of the units as of the deconsolidation date.(iii) Subordinated unitsAs of December 13, 2012, we held 15.9 million units representing 100% of the subordinated units. Our holding in the subordinated units of Golar Partners have been accounted for under the equity method on the basis that the subordinated units are considered to be, in-substance, common stock for accounting purposes. The fair value on December 13, 2012, was determined based on the quoted market price of the listed common units as of the deconsolidation date but discounted principally for their non-tradability and subordinated dividend and liquidation rights during the subordination period. The subordination period will end on the satisfaction of various tests as prescribed in the Partnership Agreement, but will not end before March 31, 2016, except with our removal as the general partner. Upon the expiration of the subordination period, the subordinated units will convert into common units subject to passing certain conditions.

[2] GuaranteesIn accordance with ASC 460, the guarantees we issued in respect of Golar Partners and its subsidiaries were fair valued as of the deconsolidation date of December 13, 2012. As of December 13, 2012, the fair value of the guarantees amounted to a liability of $23.3 million which is recorded in "Other long-term liabilities" and comprised of the following items:(in thousands of $) As of December 13, 2012 Debt guarantees 4,548Golar Grand Option 7,217Methane Princess tax lease indemnity 11,500 23,265The debt guarantees we issued to third party banks were in respect of certain secured debt facilities relating to Golar Partners and its subsidiaries. The liability is being amortized over the remaining term of the respective debt facilities with the credit being recognized in "Other financial items".The Golar Grand Option was issued in connection with the disposal of the Golar Grand to Golar Partners in November 2012. The fair value of the Golar Grand Option was determined by discounting the difference between the guaranteed charter rate per the Option agreement less the estimated market rate at the end of the initial lease term (See note 33(d)).The Methane Princess tax lease indemnity of $11.5 million is based on the termination sum as of December 13, 2012, less the associated security deposit, but factoring in the timing and likelihood of an early termination (see note 33).

[3] Golar Partners' accumulated other comprehensive incomeThe accumulated other comprehensive loss of $9.0 million in relation to Golar Partners was released to the consolidated statement of operations on deconsolidation.

[4] Deferred tax benefits on intra-group transfers of long-term assetsThe deferred tax benefits on intra-group transfers of long-term assets amounting to $44.4 million arose from transactions between controlled entities in respect of vessels owned by Golar Partners: the Golar Freeze, the Golar Spirit and the NR Satu. Upon the deconsolidation of Golar Partners, the unamortized balance of $44.4 million was released and recognized as part of the gain on loss of control.

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OTHER NON-CURRENT ASSETS (Details) (USD $)	12 Months Ended				42 Months Ended			12 Months Ended			54 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2012 FSRU conversion parts	Dec. 31, 2012 FSRU conversion parts Golar Spirit	Dec. 31, 2013 Interest rate swap Swap	Dec. 31, 2012 Interest rate swap Swap	Dec. 31, 2013 FSRU conversion parts	Dec. 31, 2012 FSRU conversion parts	Dec. 31, 2011 FSRU conversion parts	Dec. 31, 2013 FSRU conversion parts
Components of other non-current assets:
Deferred tax asset	$ 421,000	$ 531,000
Derivative Asset						46,827,000	0
Other long-term assets	7,000,000	6,238,000		3,000,000				2,500,000			2,500,000
Other non-current assets	54,248,000	6,769,000
Other long-term assets used in period					8,400,000
Impairment of long-term assets	$ 500,000	$ 500,000	$ 500,000					$ 500,000	$ 500,000	$ 500,000	$ 4,500,000

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FINANCIAL INSTRUMENTS

12 Months Ended

Dec. 31, 2013

Derivative Instruments and Hedging Activities Disclosure [Abstract]

FINANCIAL INSTRUMENTS

32. FINANCIAL INSTRUMENTS

Interest rate risk management

In certain situations, we may enter into financial instruments to reduce the risk associated with fluctuations in interest rates.  We have entered into swaps that convert floating rate interest obligations to fixed rates, which from an economic perspective hedge the interest rate exposure.  We do not hold or issue instruments for speculative or trading purposes.  The counterparties to such contracts are major banking and financial institutions.  Credit risk exists to the extent that the counterparties are unable to perform under the contracts; however we do not anticipate non-performance by any of our counterparties.

We manage our debt portfolio with interest rate swap agreements in U.S. dollars to achieve an overall desired position of fixed and floating interest rates.  We hedge account for certain of our interest rate swap arrangements designated as cash flow hedges.  The net gains and losses have been reported in a separate component of accumulated other comprehensive income to the extent the hedges are effective.  The amount recorded in accumulated other comprehensive income will subsequently be reclassified into earnings in the same period as the hedged items affect earnings.  As at December 31, 2013, we do not expect any material amounts to be reclassified from accumulated other comprehensive income to earnings during the next twelve months.

During the years ended December 31, 2013, 2012 and 2011 we recognized a net gain of $ 0.5 million, and net losses of $0.5 million and $0.6 million, respectively, in earnings relating to the ineffective portion of our interest rate swap agreements designated as hedges.

As of December 31, 2013, we have entered into the following interest rate swap transactions involving the payment of fixed rates in exchange for LIBOR as summarized below.  The summary also includes those that are designated as cash flow hedges:

Instrument (in thousands of $)	Notional value	Maturity Dates	Fixed Interest Rates
Interest rate swaps:
Receiving floating, pay fixed	128,021	2015	3.57% to 4.52%

As of December 31, 2012, our interest rate swaps had a total notional amount of $180.1 million with maturity dates between 2014 and 2015 and fixed interest rates ranging from 3.57% to 4.52%.

As of December 31, 2013, the notional principal amount of the debt outstanding subject to such swap agreements was $128.0 million (2012: $180.1 million).

The effect of cash flow hedging relationships relating to swap agreements on the consolidated statements of operations is as follows:

(in thousands of $)	Effective portion (Loss)/gain reclassified from Accumulated Other Comprehensive Loss				Ineffective Portion
Derivatives designated as hedging instruments location	2013		2012	2011	2013	2012		2011
Interest rate swaps Other financial items, net	(1,644	)	—	—	542	(535	)	(632	)
Interest rate swaps Gain on sale of Maria, net	2,370		—	—	—	—		—

The effect of cash flow hedging relationships relating to interest rate swap agreements to the consolidated statements of changes in equity is as follows:

(in thousands of $)	Amount of gain recognized in other comprehensive income on derivative (effective portion)
Derivatives designated as hedging instruments	2013	2012	2011
Interest rate swaps	4,147	1,547	1,024

As of December 31, 2013, our accumulated other comprehensive loss included $2.7 million of unrealized losses on interest rate swap agreements designated as cash flow hedges and $0.9 million of unrealized gain being our share of Golar Partners other comprehensive income on swap agreements designated as cash flow hedges.

As of December 31, 2013, we do not expect any material amounts to be reclassified from accumulated other comprehensive income to earnings during the next twelve months.

Foreign currency risk

The majority of the vessels' gross earnings are receivable in U.S. dollars.  The majority of our transactions, assets and liabilities are denominated in U.S. dollars, our functional currency.  However, we incur expenditure in other currencies.  There is a risk that currency fluctuations will have a negative effect on the value of our cash flows.

In October 2012, Golar Partners issued NOK denominated senior unsecured bonds in which we also participated. In order to hedge our exposure, we entered into a currency swap that converted our NOK bonds to USD in a fixed rate. The swap hedged the full amount of the NOK bonds. In November 2013, we sold our participation in Golar Partner's high yield bonds, accordingly, the currency swap was also terminated in January 2014.

Fair values

We recognize our fair value estimates using a fair value hierarchy based on the inputs used to measure fair value. The fair value hierarchy has three levels based on reliability of inputs used to determine fair value as follows:

Level 1: Quoted market prices in active markets for identical assets and liabilities;

Level 2: Observable market based inputs or unobservable inputs that are corroborated by market data;

Level 3: Unobservable inputs that are not corroborated by market data.

There have been no transfers between different levels in the fair value hierarchy during the year.

	Fair value	2013	2013	2012	2012
(in thousands of $)	Hierarchy(1)	Carrying Value	Fair Value	Carrying Value	Fair Value
Non-Derivatives:
Cash and cash equivalents	Level 1	125,347	125,347	424,714	424,714
Restricted cash and short-term investments	Level 1	26,543	26,543	1,551	1,551
Investment in available-for-sale securities	Level 1	267,352	267,352	353,034	353,034
Cost method investments	Level 3	204,172	218,647	198,524	200,747
Amounts due from Golar Partners	Level 1	—	—	34,953	36,109
Long-term debt – convertible bond (1)	Level 1	233,020	254,063	228,331	251,250
Long-term debt – floating (1)	Level 1	434,008	434,008	276,575	276,575
Long-term debt - due to related party (1)	Level 1	50,000	50,000	—	—
Derivatives:
Interest rate swaps asset (2) (3)	Level 2	46,827	46,827	—	—
Interest rate swaps liability (2)	Level 2	11,401	11,401	26,472	26,472
Foreign currency swaps liability	Level 2	729	729	94	94

(1) Our debt obligations are recorded at amortized cost in the consolidated balance sheet.

(2) Derivative liabilities are captured within other current liabilities and derivative assets are captured within long-term assets on the balance sheet.

(3) The fair value/carrying value of interest rate swap agreements that qualify and are designated as a cash flow hedge as at December 31, 2013 and 2012, was $5.3 million (with a notional value of $128.0 million) and $12.9 million (with a notional value of $180.1 million), respectively. The expected maturity of these interest rate agreements is from January 2015 to April 2015.

The following methods and assumptions were used to estimate the fair value of each class of financial instrument.

The carrying amounts of accounts receivable, accounts payable, accrued liabilities and working capital facilities approximate fair values because of the short maturity of those instruments.

The carrying value of cash and cash equivalents, which are highly liquid, is a reasonable estimate of fair value.

The estimated fair value for restricted cash and short-term investments is considered to be equal to the carrying value since restricted cash bears variable interest rates which are reset on a quarterly basis and short-term investments are placed for periods of less than six months.

The carrying amount of the investment in available-for-sale ("AFS") securities reported in the balance sheet represents unrealized gains and losses on these securities, which are recognized directly in equity unless a gain is realized upon sale of these units or an unrealized loss is considered "other than temporary" in which case it is transferred to the statement of operations. The basis of valuation of the investment in AFS securities is at market value.

The carrying value of cost method investments refers to our holdings in Golar Partners (representing the general partner units and IDRs which were measured at fair value as of the deconsolidation date December 13, 2012 (see note 5)) and OLT‑O. As at December 31, 2013, we did not identify any events or changes in circumstances that would indicate the carrying values of our investments in Golar Partners and OLT-O were not recoverable.  The fair value of our general partner units was based on the share price of the publicly traded common units of Golar Partners adjusted for restrictions over the transferability and reduction in voting rights. While the fair value of the IDRs was determined using a Monte Carlo simulation method. Refer to note 5 for further details.

For our investment in OLT-O, as we have no established method of determining the fair value of this investment, we did not estimate the fair value of this investment as at December 31, 2013.

The amounts due from Golar Partners refers to our participation in the high yield bonds issued by Golar Partners in October 2012. As of December 31, 2012, we estimated the fair value of our participation in the high yield bond on its quoted price. In November 2013, we sold our participation.

The estimated fair value for the liability component of the unsecured convertible bonds is based on the quoted market price as at the balance sheet date.

The estimated fair values for both the floating long-term debt and long-term debt to a related party are considered to be equal to the carrying values since they bear variable interest rates, which are reset on a quarterly or six-monthly basis.  

The estimated fair value of the financial guarantees is considered to be equal to the carrying amount. The financial guarantees were fair valued as of the deconsolidation date, December 13, 2012 (see note 5). We did not identify any material changes in the fair value of the financial guarantees as at December 31, 2013.

The fair value of our derivative instruments is the estimated amount that we would receive or pay to terminate the agreements at the reporting date, taking into account current interest rates, foreign exchange rates, closing quoted market prices and our creditworthiness and that of our counterparties. The mark-to-market gain or loss of our interest rate and foreign currency swaps that are not designated as hedges for accounting purposes is reported in the statement of operations caption "other financial items, net" (see note 10).

The fair value measurement of a liability must reflect the non-performance of the entity. Therefore, the impact of our credit worthiness has also been factored into the fair value measurement of the derivative instruments in a liability position.

The credit exposure of interest rate swap agreements is represented by the fair value of contracts with a positive value at the end of each period, reduced by the effects of master netting arrangements. It is our policy to enter into master netting agreements with counterparties to derivative financial instrument contracts, which give us the legal right to discharge all or a portion of the amounts owed to the counterparty by offsetting them against amounts that the counterparty owes to us.

The following table summarizes the fair value of derivative instruments on a gross basis recorded in our consolidated balance sheets as of December 31, 2013 and 2012:

	Balance sheet classification	2013	2012
(in thousands of $)
Asset Derivatives
Interest rate swaps not designated as hedges	Other non-current assets	46,827	—
Liability Derivatives
Interest rate swaps designated as hedges	Other current liabilities	6,072	12,950
Interest rate swaps not designated as hedges	Other current liabilities	5,329	13,522
Foreign currency swap not designated as hedge	Other current liabilities	729	94
Total liability derivatives		12,130	26,566

We have elected not to offset the fair values of derivative assets and liabilities executed with the same counterparty that are generally subject to enforceable master netting arrangements. However, if we were to offset and record the asset and liability balances of derivatives on a net basis, the amounts presented in our consolidated balance sheets as of December 31, 2013 and 2012 would be adjusted as detailed in the following table:

	2013				2012
	Gross amounts presented in the consolidated balance sheet	Gross amounts not offset in the consolidated balance sheet subject to netting agreements		Net amount	Gross amounts presented in the consolidated balance sheet	Gross amounts not offset in the consolidated balance sheet subject to netting agreements	Net amount
(in thousands of $)
Total asset derivatives	46,827	(4,327	)	42,500	—	—	—
Total liability derivatives	12,130	(4,327	)	7,803	26,566	—	26,566

Assets measured at Fair Value on a Non-recurring Basis

We recorded an impairment loss of $0.5 million, $0.5 million and $0.5 million in 2013, 2012 and 2011, respectively. The impairment loss refers to the unutilized parts originally ordered for the Golar Spirit FSRU retrofitting following changes to the original project specification. As at December 31, 2013, these parts were measured at an estimated fair value of $2.5 million, which was determined using level two inputs being the carrying cost of these parts less the impairment loss, which was calculated based on the estimated market value of these parts.

Concentrations of risk

There is a concentration of credit risk with respect to cash and cash equivalents to the extent that substantially all of the amounts are carried with Nordea Bank of Finland PLC, DNB Bank ASA and Citi Bank.  However, we believe this risk is remote.

We have a substantial equity investment in our former subsidiary, Golar Partners, that from December 13, 2012 is considered as our affiliate and not our controlled subsidiary.  As of December 31, 2013, our ownership interest was 41.4% and the aggregate value of the investments recorded in our balance sheet as of December 31, 2013 was $809.0 million being the aggregate of our ownership interest (common, subordinated and general partner interests) plus IDRs. Accordingly, the value of our investment and the income generated from Golar Partners is subject to specific risks associated with its business. Golar Partners operates in the same business as us and as of December 31, 2013 had a fleet of eight vessels as managed by us operating under medium to long-term charters with a concentrated number of charterers; BG Group, Petrobras, Pertamina, DUSUP, Nusantara Regas and Eni.

There is a concentration of supplier riskwith respect to our remaining eleven newbuilds (two having been delivered in October 2013) of which nine are currently under construction by Samsung Heavy Industries Co Ltd ("Samsung") and two currently under construction by Hyundai Samho Heavy Industries Co., Ltd ("Hyundai") as at December 31, 2013.  However, we believe this risk is remote as Samsung and Hyundai are global leaders in the shipbuilding sector.  As is typical with newbuilding contracts, we have entered into refund guarantee agreements with several banks.

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OTHER FINANCIAL ITEMS, NET (Tables)

12 Months Ended

Dec. 31, 2013

OTHER FINANCIAL ITEMS, NET [Abstract]

Components of other financial items, net

(in thousands of $)	2013		2012		2011
Mark-to-market adjustment for interest rate swap derivatives (see note 32)	56,461		1,223		(10,057	)
Interest rate swap cash settlements (see note 32)	(10,626	)	(12,258	)	(14,201	)
Mark-to-market adjustment for foreign currency derivatives (see note 32)	719		6,485		(1,417	)
Foreign exchange (loss) gain on capital lease obligations and related restricted cash, net	—		(5,645	)	182
Financing arrangement fees and other costs	(5,632	)	(1,766	)	(930	)
Amortization of deferred financing costs and debt guarantee	(1,120	)	(1,900	)	(1,484	)
Foreign exchange (loss) gain on operations	(1,583	)	94		(945	)
Other	—		4		(234	)
	38,219		(13,763	)	(29,086	)

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SHARE CAPITAL AND SHARE OPTIONS (Tables)

12 Months Ended

Dec. 31, 2013

SHARE CAPITAL AND SHARE OPTIONS [Abstract]

Authorized and issue share capital

As at December 31, 2013 and 2012, our authorized and issued share capital is as follows:

Authorized share capital:

(in thousands of $, except per share data)	2013	2012
100,000,000 common shares of $1.00 each	100,000	100,000

Issued share capital:

(in thousands of $, except per share data)	2013	2012
80,579,295 outstanding issued common shares of $1.00 each (2012: 80,503,364)	80,580	80,504

Treasury shares held

The number of treasury shares held by us is as follows:

(Number of shares in thousands)	2013	2012	2011
At January 1	—	—	150
Disposed of during the year	—	—	(150	)
At December 31	—	—	—

Weighted average assumptions used

The weighted average assumptions used are noted in the table below:

	2013		2012		2011
Risk free interest rate	2.0	%	2.0	%	1.8	%
Expected volatility of common stock	56.9	%	56.9	%	53.2	%
Expected dividend yield	0.0	%	0.0	%	0.0	%
Expected life of options (in years)	2.6 years		2.6 years		2.6 years

Summary of stock option activity

A summary of option activity (including Golar Energy options prior to cancellation in May 2011) as at December 31, 2013, 2012 and 2011, and changes during the years then ended are presented below:

(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, 2010	7,279		$	2.96	2.0
Exercised during the year	(1,604	)	$	7.46
Forfeited during the year	(285	)	$	5.43
Options exchanged
- Golar Energy options exchanged and cancelled	(5,438	)	$	1.95
- Golar LNG options issued	897		$	11.84
Options outstanding at December 31, 2011	849		$	10.11	1.2
Exercised during the year	(267	)	$	1.54
Forfeited during the year	(1	)	$	8.54
Options outstanding at December 31, 2012	581		$	7.86	0.8
Exercised during the year	(76	)	$	8.01
Forfeited during the year	(7	)	$	6.58
Options outstanding at December 31, 2013	498		$	6.36	0.3

Options exercisable at:
December 31, 2013	409	$	6.50	0.1
December 31, 2012	323	$	8.46	0.3
December 31, 2011	299	$	9.94	0.3

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Consolidated Statements of Operations (USD $) In Thousands, except Per Share data, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Operating revenues
Time charter revenues	$ 90,558	$ 409,593	$ 299,848
Vessel and other management fees	9,270	752	0
Total operating revenues	99,828	410,345	299,848
Operating expenses
Vessel operating expenses	43,750	86,672	62,872
Voyage and charter-hire expenses	14,259	9,853	6,042
Administrative expenses	22,952	25,013	33,679
Depreciation and amortization	36,871	85,524	70,286
Impairment of long-term assets	500	500	500
Total operating expenses	118,332	207,562	173,379
Gain on sale of Golar Maria	65,619	0	0
Other operating gains and losses	0	(27)	(5,438)
Operating income (loss)	47,115	202,756	121,031
Other non-operating income (expense)
Gain on loss of control	0	853,996	0
Gain on business acquisition	0	4,084	0
Investment Income, Dividend	30,960	0	0
Other non-operating expenses (income)	(3,355)	(151)	541
Total other non-operating income	27,605	857,929	541
Financial income (expenses)
Interest income	3,549	2,819	1,757
Interest expense	0	(31,924)	(25,773)
Other financial items, net	38,219	(13,763)	(29,086)
Net financial income (expenses)	41,768	(42,868)	(53,102)
Income before equity in net earnings (losses) of affiliates and income taxes	116,488	1,017,817	68,470
Income taxes	3,404	(2,765)	1,705
Equity in net earnings (losses) of affiliates	15,821	(609)	(1,900)
Net income (loss)	135,713	1,014,443	68,275
Net income attributable to non-controlling interests	0	(43,140)	(21,625)
Net income attributable to Golar LNG Ltd	$ 135,713	$ 971,303	$ 46,650
Per common share amounts:
Earnings - Basic (in dollars per share)	$ 1.69	$ 12.09	$ 0.62
Earnings - Diluted (in dollars per share)	$ 1.59	$ 11.66	$ 0.62
Cash dividends declared and paid (in dollars per share)	$ 1.35	$ 1.93	$ 1.13

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ACCOUNTING POLICIES (Policies)

12 Months Ended

Dec. 31, 2013

Accounting Policies [Abstract]

Basis of accounting

Basis of accounting

The financial statements are prepared in accordance with accounting principles generally accepted in the United States of America.  

Principles of consolidation

Investments in companies in which we directly or indirectly hold more than 50% of the voting control are consolidated in the financial statements, as well as certain variable interest entities in which the Company is deemed to be subject to a majority of the risk of loss from the variable interest entity's activities or entitled to receive a majority of the entity's residual returns, or both. All inter-company balances and transactions are eliminated. The non-controlling interests of subsidiaries were included in the Consolidated Balance Sheets and Statements of Operations as "Non-controlling interests".

A variable interest entity, or VIE, is defined by the accounting standard as a legal entity where either (a) equity interest holders as a group lack the characteristics of a controlling financial interest, including decision making ability and an interest in the entity's residual risks and rewards, or (b) the equity holders have not provided sufficient equity investment to permit the entity to finance its activities without additional subordinated financial support, or (c) the voting rights of some investors are not proportional to their obligations to absorb the expected losses of the entity, their rights to receive the expected residual returns of the entity, or both and substantially all of the entity's activities either involve or are conducted on behalf of an investor that has disproportionately few voting rights. A party that is a variable interest holder is required to consolidate a VIE if the holder has both (a) the power to direct the activities that most significantly impact the entity's economic performance and (b) the obligation to absorb losses that could potentially be significant to the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE.

Business combinations

Business combinations of subsidiaries are accounted for under the acquisition method.  On acquisition, the identifiable assets, liabilities and contingent liabilities of a subsidiary are measured at their fair values at the date of acquisition.  Any excess of the cost of acquisition over the fair values of the identifiable net assets acquired is recognized as goodwill.  Any deficiency of the cost of acquisition below the fair values of the identifiable net assets acquired (i.e. bargain purchase) is credited to the statement of operations in the period of acquisition.  The consideration transferred for an acquisition is measured at fair value of the consideration given.  Acquisition related costs are expensed as incurred.  Identifiable assets acquired and liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. The results of subsidiary undertakings are included from the date of acquisition.

Investments in affiliates

Investments in affiliates

Affiliates are entities over which we generally have between 20% and 50% of the voting rights, or over which we have significant influence, but over which we do not exercise control, or have the power to control the financial and operational policies. Investments in these entities are accounted for by the equity method of accounting. This also extends to entities in which we hold a majority ownership interest, but we do not control, due to the participating rights of non-controlling interests. Under this method, we record an investment in the common stock (or “in-substance common stock”) of an affiliate at cost (or fair value if a consequence of deconsolidation), and adjust the carrying amount for our share of the earnings or losses of the affiliate subsequent to the date of the investment and report the recognized earnings or losses in income. Dividends received from an affiliate in connection with their common stock interest reduce the carrying amount of the investment. The excess, if any, of the purchase price over book value of our investments in equity method affiliates is included in the consolidated balance sheet as "Investment in Affiliates". When our share of losses in an affiliate equals or exceeds its interest, we do not recognize further losses, unless the Company has incurred obligations or made payments on behalf of the affiliate. See note 14 for list of entities accounted for under the equity method.

Revenue and expense recognition

Revenue and expense recognition

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

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

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

Under time charters, voyage expenses are generally paid by our customers.  Voyage related expenses, principally fuel, may also be incurred when positioning or repositioning the vessel before or after the period of time charter and during periods when the vessel is not under charter or is offhire, for example when the vessel is undergoing repairs.  These expenses are recognized as incurred.

Cash and cash equivalents

Cash and cash equivalents

We consider all demand and time deposits and highly liquid investments with original maturities of three months or less to be equivalent to cash.

Restricted cash and short-term investments

Restricted cash and short-term investments

Restricted cash and short-term investments consist of bank deposits which may only be used to settle certain pre-arranged loan and bid bonds in respect of tenders for projects we have entered into.  We consider all short-term investments as held to maturity.  These investments are carried at amortized cost.  We place our short-term investments primarily in fixed term deposits with high credit quality financial institutions.

Inventories

Inventories

Inventories, which are comprised principally of fuel, lubricating oils and ship spares, are stated at the lower of cost or market value.  Cost is determined on a first-in, first-out basis.

Newbuildings

Newbuildings

Newbuilds are stated at cost.  All pre-delivery costs incurred during the construction of newbuilds, including purchase installments, interest, supervision and technical costs, are capitalized.  Newbuilds are not depreciated until the vessel is available for use.

Vessels and equipment

Vessels and equipment

Vessels and equipment are stated at cost less accumulated depreciation.  The cost of vessels and equipment less the estimated residual value is depreciated on a straight-line basis over the assets' remaining useful economic lives.  Depreciation includes depreciation on all owned vessels and amortization of vessels accounted for as capital leases.

Refurbishment costs incurred during the period are capitalized as part of vessels and equipment and depreciated over the vessels' remaining useful economic lives.  Refurbishment costs are costs that appreciably increase the capacity, or improve the efficiency or safety of vessels and equipment. Drydocking expenditures are capitalized when incurred and amortized over the period until the next anticipated drydocking, which is generally between two and five years.  For vessels that are newly built or acquired, we have adopted the "built-in overhaul" method of accounting.  The built-in overhaul method is based on the segregation of vessel costs into those that should be depreciated over the useful life of the vessel and those that require drydocking at periodic intervals to reflect the different useful lives of the components of the assets.  The estimated cost of the drydocking component is amortized until the date of the first drydocking following acquisition, upon which the cost is capitalized and the process is repeated.

Vessel reactivation costs incurred on vessels leaving lay-up include both costs of a capital and expense nature.  The capital costs include the addition of new equipment or modifications to the vessel which enhance or increase the operational efficiency and functionality of the vessel.  These expenditures are capitalized and depreciated over the remaining useful life of the vessel.  Expenditures of a routine repairs and maintenance nature, that do not improve the operating efficiency or extend the useful lives of the vessels  are expensed as incurred as mobilization costs.

Useful lives applied in depreciation are as follows:

Vessels	40 to 50 years
Deferred drydocking expenditure	two to five years
Office equipment and fittings	three to six years

Interest costs capitalized

Interest costs capitalized

Interest costs are expensed as incurred except for interest costs that are capitalized.  Interest is capitalized on all qualifying assets that require a period of time to get them ready for their intended use.  Qualifying assets consist of vessels under construction and includes vessels undergoing conversion into FSRUs for our own use. The interest capitalized is calculated using the rate of interest on the loan to fund the expenditure or our weighted average cost of borrowings where appropriate, over the term period from commencement of the newbuilding and conversion work until substantially all the activities necessary to prepare the assets for its intended use are complete.

Deferred credit from capital leases

Deferred credit from capital leases

Income derived from the sale of subsequently leased assets is deferred and amortized in proportion to the amortization of the leased assets. Amortization of deferred income is offset against depreciation and amortization expense in the Consolidated Statement of Operations.

Impairment of long-term assets

Impairment of long-term assets

We continually monitor events and changes in circumstances that could indicate carrying amounts of long-term assets may not be recoverable.  When such events or changes in circumstances are present, we assess the recoverability of long-term assets by determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows.  If the total of the future cash flows is less than the carrying amount of those assets, we recognize an impairment loss based on the excess of the carrying amount over the fair value of the assets.

Deferred charges

Deferred charges

Costs associated with long-term financing, including debt arrangement fees, are deferred and amortized over the term of the relevant loan.  Amortization of deferred loan costs is included in "Other financial items" in the Consolidated Statement of Operations.  If a loan is repaid early, any unamortized portion of the related deferred charges is charged against income in the period in which the loan is repaid.

Trade receivables

Trade receivables

Trade receivables are presented net of allowances for doubtful balances. At each balance sheet date, all potentially uncollectible accounts are assessed individually for purposes of determining the appropriate provision for doubtful accounts.

Investment in available-for-sale securities

Investment in available-for-sale securities

We classify our existing marketable equity securities as available-for-sale. These securities are carried at fair value, with unrealized gains and losses excluded from earnings and reported directly in stockholders' equity as a component of other comprehensive income (loss) unless a gain is realized upon the sale of these units or an unrealized loss is considered "other-than-temporary," in which case it is transferred to the statement of operations. Management evaluates securities for other than temporary impairment ("OTTI") on a periodic basis. Consideration is given to (1) the length of time and the extent to which the fair value has been less than cost, (2) the financial condition and near-term prospects of the investee, and (3) the intent and ability of the Company to retain its investment in the investee for a period of time sufficient to allow for any anticipated recovery in fair value.

Cost-method investments

Cost-method investments

Cost-method investments are initially recorded at cost and reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.  

Derivatives

Derivatives

We use derivatives to reduce market risks associated with our operations.  We use interest rate swaps for the management of interest rate risk exposure.  The interest rate swaps effectively convert a portion of our debt from a floating to a fixed rate over the life of the transactions without an exchange of underlying principal.

We seek to reduce our exposure to fluctuations in foreign exchange rates through the use of foreign currency forward contracts.

All derivative instruments are initially recorded at cost as either assets or liabilities in the accompanying Consolidated Balance Sheet and subsequently remeasured to fair value, regardless of the purpose or intent for holding the derivative.  Where the fair value of a derivative instrument is a net liability, the derivative instrument is classified in "Other current liabilities" in the Consolidated Balance Sheet.  Where the fair value of a derivative instrument is a net asset, the derivative instrument is classified in "Other non-current assets" in the Consolidated Balance Sheet, except if the current portion is a liability, in which case the current portion is included in "Other current liabilities."  The method of recognizing the resulting gain or loss is dependent on whether the derivative contract is designed to hedge a specific risk and also qualifies for hedge accounting.  The Company hedge accounts for certain of its interest rate swap arrangements designated as cash flow hedges.  For derivative instruments that are not designated or do not qualify as hedges under the guidance, the changes in fair value of the derivative financial instrument are recognized each period in current earnings in "Other financial items".

When a derivative is designated as a cash flow hedge, we formally document the relationship between the derivative and the hedged item.  This documentation includes the strategy risk and risk management for undertaking the hedge and the method that will be used to assess effectiveness of the hedge.  If the derivative is an effective hedge, changes in the fair value are initially recorded as a component of accumulated other comprehensive income in equity.  The ineffective portion of the hedge is recognized immediately in earnings, as are any gains or losses on the derivative that are excluded from the assessment of hedge effectiveness.  We do not apply hedge accounting if we determine that the hedge was not effective or will no longer be effective, the derivative was sold or exercised, or the hedged item was sold or repaid.

In the periods when the hedged items affect earnings, the associated fair value changes on the hedged derivatives are transferred from equity to the corresponding earnings line item on the settlement of a derivative.  The ineffective portion of the change in fair value of the derivative financial instrument is immediately recognized in earnings.  If a cash flow hedge is terminated and the originally hedged item is still considered probable of occurring, the gains and losses initially recognized in equity remain there until the hedged item impacts earnings at which point they are transferred to the corresponding earnings line item (i.e. interest expense).  If the hedged items are no longer probable of occurring, amounts recognized in  equity are immediately reclassified to earnings.

Cash flows from derivative instruments that are accounted for as cash flow hedges are classified in the same category as the cash flows from the items being hedged. Cashflows from economic hedges are classified in the same category from the items subject to the economic hedging relationship.

LNG trading

We trade in physical cargoes, futures, swaps and options, all of which are traded on and recognized in liquid markets. Purchases and sales are recognized on the trade date. Open trading positions are stated at fair value based on closing market price on the balance sheet date. The market values of open positions are shown in debtors if positive or creditors if negative. Realized and unrealized gains and losses are recognized in current earnings in "Other operating gains and losses". The gross transaction value of energy trading contracts that were physically settled for the years ending December 31, 2013, 2012 and 2011, was $nil, $nil and $2.0 million profit, respectively.

Contracts to buy and sell physical cargoes for future delivery settled on the bill of lading date are recognized at their fair value at the balance sheet date.

Leases

Vessels under capital lease

Historically, we have leased certain vessels under agreements that were accounted for as capital leases. Obligations under capital leases were carried at the present value of future minimum lease payments.   The accounting policies relating to the asset balance, such as depreciation and drydocking expenditure followed those described under "Vessels and equipment".  Interest expense was calculated at a constant rate over the term of the lease. Certain of our capital leases were 'funded' via long term cash deposits which closely matched the lease liability.

As of December 31, 2013 and 2012, we did not lease any vessels under capital leases. Accordingly, following the deconsolidation of Golar Partners, the drydocking costs and accumulated amortization were $nil in each of the years ended December 31, 2013 and 2012.

Depreciation and amortization expense for vessels under capital leases for the years ended December 31, 2013, 2012 and 2011 was $nil, $15.8 million and $16.6 million, respectively.

Operating leases

Initial direct costs (those directly related to the negotiation and consummation of the lease) are deferred and allocated to earnings over the lease term.  Rental income and expense are amortized over the lease term on a straight-line basis.

Foreign currencies

Foreign currencies

Our functional currency is the U.S. dollar as the majority of the revenues are received in U.S. dollars and a majority of our expenditures are made in U.S. dollars.  Our reporting currency is U.S. dollars.

Transactions in foreign currencies during the year are translated into U.S. dollars at the rates of exchange in effect at the date of the transaction.  Foreign currency monetary assets and liabilities are translated using rates of exchange at the balance sheet date.  Foreign currency non-monetary assets and liabilities are translated using historical rates of exchange.  Foreign currency transaction and translation gains or losses are included in the Consolidated Statements of Operations.

Fair value measurements

Fair value measurements

We account for fair value measurement in accordance with the Accounting Standards Codification ("ASC") guidance using fair value to measure assets and liabilities. The guidance provides a single definition of fair value, together with a framework for measuring it, and requires additional disclosure about the use of fair value to measure assets and liabilities.

Stock-based compensation

Stock-based compensation

In accordance with the guidance on "Share Based Payment", we are required to expense the fair value of stock options issued to employees over the period the options vest.  We amortize stock-based compensation for awards on a straight-line basis over the period during which the employee is required to provide service in exchange for the reward - the requisite service (vesting) period.  No compensation cost is recognized for stock options for which employees do not render the requisite service.  The fair value of employee share options is estimated using the Black-Scholes option-pricing model.

Earnings per share

Earnings per share

Basic earnings per share ("EPS") is computed based on the income available to common stockholders and the weighted average number of shares outstanding for basic EPS.  Treasury shares are not included in the calculation.  Diluted EPS includes the effect of the assumed conversion of potentially dilutive instruments.  Such potentially dilutive common shares are excluded when the effect would be to increase earnings per share or reduce a loss per share.

Pensions

Pensions

Defined benefit pension costs, assets and liabilities requires adjustment of the significant actuarial assumptions annually to reflect current market and economic conditions.  Our accounting policy states that full recognition of the funded status of defined benefit pension plans is to be included within our balance sheet. The pension benefit obligation is calculated by using a projected unit credit method.

Defined contribution pension costs represent the contributions payable to the scheme in respect of the accounting period and are recorded in the Consolidated Statement of Operations.

Gain on issuance of shares by subsidiaries/investees

Gain on issuance of shares by subsidiaries

We recognize a gain or loss when a subsidiary issues its stock to third parties at a price per share in excess or below its carrying value resulting in a reduction in our ownership interest in the subsidiary.  The gain or loss is recorded in the line "Additional paid-in capital"

Segment reporting

Segment reporting

A segment is a distinguishable component of the business that is engaged in business activities from which we earn revenues and incur expenses whose operating results are regularly reviewed by the chief operating decision maker, and which are subject to risks and rewards that are different from those of other segments. We have identified two reportable industry segments: vessel operations and LNG trading.

Treasury shares

Treasury shares

Treasury shares are recognized as a separate component of equity at cost.  Upon subsequent disposal of treasury shares, any consideration is recognized directly in equity.

Income taxes

Income taxes

Income taxes are based on a separate return basis.  The guidance on "Accounting for Income Taxes" prescribes a recognition threshold and measurement attributes for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return.

Deferred tax assets and liabilities are recognized principally for the expected tax consequences of temporary differences between the tax bases of assets and liabilities and their reported amounts.  Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized.  Realization of the deferred income tax asset is dependent on generating sufficient taxable income in future years.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset is realized or the liability is settled, based on the tax rates and tax laws that have been enacted or substantively enacted at the balance sheet date. Income tax relating to items recognized directly in the statement of comprehensive income is recognized in the statement of changes in equity and not in the statement of operations.

Convertible bonds

Convertible bonds

In accordance with ASC 470-20 "Debt with conversion and other options", we account for debt instruments with convertible features in accordance with the details and substance of the instruments at the time of their issuance. For convertible debt instruments issued at a substantial premium to equivalent instruments without conversion features, or those that may be settled in cash upon conversion, it is presumed that the premium or cash conversion option represents an equity component.

Accordingly, we determine the carrying amounts of the liability and equity components of such convertible debt instruments by first determining the carrying amount of the liability component by measuring the fair value of a similar liability that does not have an equity component. The carrying amount of the equity component representing the embedded conversion option is then determined by deducting the fair value of the liability component from the total proceeds from the issue. The resulting equity component is recorded, with a corresponding offset to debt discount which is subsequently  amortized to interest cost using the effective interest method over the period the debt is expected to be outstanding as an additional non-cash interest expense. Transaction costs associated with the instrument are allocated pro-rata between the debt and equity components.

For conventional convertible bonds which do not have a cash conversion option or where no substantial premium is received on issuance, it may not be appropriate to split the bond into the liability and equity components.

Guarantees

Guarantees

Guarantees issued by us, excluding those that are guaranteeing our own performance, are recognized at fair value at the time that the guarantees are issued, or upon the deconsolidation of a subsidiary, as in the case of Golar Partners (see note 5) and reported in "other long-term liabilities." A liability for the fair value of the obligation undertaken in issuing the guarantee is recognized.  If it becomes probable that we will have to perform under a guarantee, we will recognize an additional liability if the amount of the loss can be reasonably estimated. The recognition of fair value is not required for certain guarantees such as the parent's guarantee of a subsidiary's debt to a third party. For those guarantees excluded from the above guidance requiring the fair value recognition provision of the liability, financial statement disclosures of such items are made.

Use of Estimates, Policy [Policy Text Block]

Use of estimates

The preparation of financial statements in accordance with U.S. GAAP requires that management make estimates and assumptions affecting the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

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IMPAIRMENT OF LONG-TERM ASSETS (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended			54 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2013
Impairment of long-term assets:
Impairment of long-term assets	$ 500	$ 500	$ 500
FSRU conversion parts
Impairment of long-term assets:
Impairment of long-term assets	$ 500	$ 500	$ 500	$ 4,500

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FINANCIAL INSTRUMENTS - Fair Values (Details) (USD $)	12 Months Ended																																						12 Months Ended			54 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2013 Level 1 Reported Value Measurement [Member]		Dec. 31, 2012 Level 1 Reported Value Measurement [Member]		Dec. 31, 2013 Level 1 Estimate of Fair Value Measurement [Member]		Dec. 31, 2012 Level 1 Estimate of Fair Value Measurement [Member]		Dec. 31, 2013 Level 3 Reported Value Measurement [Member]	Dec. 31, 2012 Level 3 Reported Value Measurement [Member]	Dec. 31, 2013 Level 3 Estimate of Fair Value Measurement [Member]	Dec. 31, 2012 Level 3 Estimate of Fair Value Measurement [Member]	Dec. 31, 2013 Interest rate swap Level 2 Reported Value Measurement [Member]		Dec. 31, 2012 Interest rate swap Level 2 Reported Value Measurement [Member]		Dec. 31, 2013 Interest rate swap Level 2 Estimate of Fair Value Measurement [Member]		Dec. 31, 2012 Interest rate swap Level 2 Estimate of Fair Value Measurement [Member]		Dec. 31, 2013 Interest rate swap Cash flow hedging	Dec. 31, 2012 Interest rate swap Cash flow hedging	Dec. 31, 2013 Currency swap		Dec. 31, 2012 Currency swap		Dec. 31, 2013 Currency swap Level 2 Reported Value Measurement [Member]		Dec. 31, 2012 Currency swap Level 2 Reported Value Measurement [Member]		Dec. 31, 2013 Currency swap Level 2 Estimate of Fair Value Measurement [Member]		Dec. 31, 2012 Currency swap Level 2 Estimate of Fair Value Measurement [Member]		Dec. 31, 2013 FSRU conversion parts	Dec. 31, 2012 FSRU conversion parts	Dec. 31, 2011 FSRU conversion parts	Dec. 31, 2013 FSRU conversion parts	Dec. 31, 2013 Not Designated as Hedging Instrument [Member] Interest rate swap		Dec. 31, 2012 Not Designated as Hedging Instrument [Member] Interest rate swap		Dec. 31, 2013 Not Designated as Hedging Instrument [Member] Currency swap		Dec. 31, 2012 Not Designated as Hedging Instrument [Member] Currency swap		Dec. 31, 2013 Designated as Hedging Instrument Interest rate swap		Dec. 31, 2012 Designated as Hedging Instrument Interest rate swap		Dec. 31, 2012 FSRU conversion parts
Derivatives, Fair Value [Line Items]
Cash and cash equivalents, carrying value	$ 125,347,000	$ 424,714,000	$ 66,913,000	$ 164,717,000	$ 125,347,000		$ 424,714,000
Cash and cash equivalents, fair value									125,347,000		424,714,000
Restricted cash and short-term investments					26,543,000		1,551,000		26,543,000		1,551,000
Investment in available-for-sale securities	267,352,000	353,034,000			267,352,000		353,034,000		267,352,000		353,034,000
Cost method investments													204,172,000	198,524,000	218,647,000	200,747,000
Amounts due from Golar Partners					0		34,953,000
Amounts due from Golar Partners, fair value									0		36,109,000
Long-term debt - fixed, carrying value					233,020,000	[1]	228,331,000	[1]
Long-term debt - fixed, fair value									254,063,000	[1]	251,250,000	[1]
Long-term debt - floating					434,008,000	[1]	276,575,000	[1]	434,008,000	[1]	276,575,000	[1]
Due to Related Parties, Noncurrent	50,000,000	0			50,000,000		0
Long-term Debt and Due to Related Parties, fair value									50,000,000		0
Interest Rate Cash Flow Hedge Asset, carrying value																	46,827,000	[2],[3]	0	[2],[3]																							46,827,000	[2],[3]	0	[2],[3]
Derivative Asset, Fair Value, Gross Asset																					46,827,000	[2],[3]	0	[2],[3]
Interest rate cash flow hedge liability																	11,401,000	[2],[3]	26,472,000	[2],[3]	11,401,000	[2],[3]	26,472,000	[2],[3]																			5,329,000	[2],[3]	13,522,000	[2],[3]					6,072,000	[2],[3]	12,950,000	[2],[3]
Foreign currency derivative liability																															729,000	[3]	94,000	[3]	729,000	[3]	94,000	[3]									729,000	[3]	94,000	[3]
Fair value/carrying value of derivatives																									5,300,000	12,900,000
Notional value																									128,000,000	180,100,000
Impairment of long-term assets	500,000	500,000	500,000																																				500,000	500,000	500,000	4,500,000
Other long-term assets	7,000,000	6,238,000																																					2,500,000			2,500,000													3,000,000
Derivative Asset, Fair Value, Gross Asset	46,827,000	0
Derivative Liability, Fair Value, Gross Asset	(4,327,000)	0
Derivative Asset, Fair Value, Amount Not Offset Against Collateral	42,500,000	0
Derivative Liability, Fair Value, Gross Liability	12,130,000	26,566,000
Derivative Liability, Fair Value, Amount Not Offset Against Collateral	7,803,000	26,566,000
Derivative Liability																											$ 12,130,000	[3]	$ 26,566,000	[3]

[1] Our debt obligations are recorded at amortized cost in the consolidated balance sheet.

[2] Derivative liabilities are captured within other current liabilities and derivative assets are captured within long-term assets on the balance sheet.

[3] The fair value/carrying value of interest rate swap agreements that qualify and are designated as a cash flow hedge as at December 31, 2013 and 2012, was $5.3 million (with a notional value of $128.0 million) and $12.9 million (with a notional value of $180.1 million), respectively. The expected maturity of these interest rate agreements is from January 2015 to April 2015.

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COST METHOD INVESTMENTS (Details) (USD $)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2013 Golar LNG Partners		Dec. 31, 2012 Golar LNG Partners	Dec. 13, 2012 Golar LNG Partners		Dec. 31, 2013 OLT Offshore LNG Toscana S.p.A.	Dec. 31, 2012 OLT Offshore LNG Toscana S.p.A.
Cost method investments:
Cost method investments	$ 204,172,000	$ 198,524,000		$ 196,825,000	[1]	$ 191,177,000	$ 191,177,000	[1]	$ 7,347,000	$ 7,347,000
Additions to Cost method investments				5,600,000
Proceeds from dividends received	$ 64,198,000	$ 125,000	$ 0	$ 6,000,000
Cost method investment, ownership percentage									2.70%

[1] General Partner units and IDRsOur 2% general partner interest and 100% of the incentive distribution rights (IDRs) in Golar Partners have been accounted for as cost-method investments on the basis that the general partner interests have preferential liquidation and dividend rights during the subordination period. Our interest in the general partner units have been recorded at their fair value as of December 13, 2012, based on the share price of the publicly traded common units of Golar Partners but adjusted for restrictions over their transferability and reduction in voting rights. The fair value of the IDRs as of December 13, 2012 was determined using a Monte Carlo simulation method. This simulation was performed within the Black Scholes option pricing model then solved via an iterative process by applying the Newton-Raphson method for the fair value of the IDRs, such that the price of a unit output by the Monte Carlo simulation equalled the price observed in the market. The method took into account the historical volatility, dividend yield as well as the share price of the units as of the deconsolidation date.

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Consolidated Statements of Cash Flows (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2013		Dec. 31, 2012		Dec. 31, 2011
Operating activities
Net income	$ 135,713		$ 1,014,443		$ 68,275
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	36,871		85,524		70,286
Amortization of financing costs and debt guarantee	1,120		1,900		1,484
Equity in net (earnings) losses of affiliates	(15,821)		609		1,900
Gain on disposal of Golar Maria (including amortization of deferred gain)	(65,619)		0		0
Gain on loss of control	0		853,996		0
Gain on business acquisition	0		4,084		0
Loss on disposal of fixed assets	0		151		0
Dividend income from available-for-sale and cost investments recognized in operating income	(30,960)		0		0
Proceeds from dividends received	64,198		125		0
Loss (gain) on disposal of available-for-sale securities	754		0		(541)
Gain on sale of high yield bond in Golar Partners	(841)		0		0
Compensation cost related to stock options	500		1,357		1,970
Net foreign exchange (gain) losses	(277)		11,905		1,669
Amortization of deferred tax benefits on intra-group transfers	3,487		7,257		6,687
Impairment of long-term assets	500		500		500
Drydocking expenditure	(4,248)		(20,939)		(19,773)
Interest element included in obligations under capital leases	0		401		898
Trade accounts receivable	304		2,256		5,245
Inventories	(10,137)		167		2,479
Prepaid expenses, accrued income and other assets	(50,877)		(7,600)		(3,721)
Trade accounts payable	2,525		(520)		(12,804)
Accrued expenses	3,349		10,668		8,082
Other current liabilities (1)	658	[1]	(779)	[1]	(2,250)	[1]
Net cash provided by operating activities	67,722		233,810		116,608
Amounts due from/to related companies	3,497		(1,021)		(404)
Investing activities
Additions to vessels and equipment	(802)		(97,228)		(99,082)
Additions to newbuildings	(733,353)		(245,759)		(190,100)
Investment in subsidiary, net of cash acquired	0		(19,438)		0
Cash effect of the deconsolidation of Golar Partners	0		(85,467)		0
Vendor refinancing - loan repayment from Golar Partners	0		155,000		0
Investment in affiliates	0		0		(4,152)
Proceeds from disposal of investments in available-for-sale securities	99,210		0		901
Payments to Acquire Available-for-sale Securities	(12,400)		(173)		0
Payments to Acquire Investments	(5,649)		0		0
Short-term loan granted to third party	(11,960)		0		0
Repayment of short-term loan granted to third party	2,469		0		0
Proceeds of sale of Golar maria to Golar Partners	119,927		0		0
Proceeds from sale of high yield bond	34,483		0		0
Short-term loan to Golar Partners	(20,000)		0		0
Repayment of short-term loan granted to Golar Partners	20,000		0		0
Proceeds from disposal of fixed assets	0		40		0
Restricted cash and short-term investments	(24,992)		2,325		(6,211)
Net cash used in investing activities	(533,067)		(290,700)		(298,644)
Financing activities
Proceeds from short-term debt	0		0		23,600
Proceeds from long-term debt (including related parties)	306,358		642,241		80,000
Repayments of obligations under capital leases	0		(6,288)		(6,054)
Repayments of long-term debt (including related parties)	(9,400)		(325,166)		(105,750)
Repayments of short-term debt	0		0		(23,600)
Financing costs paid	(22,612)		(7,842)		0
Cash dividends paid	(108,976)		(175,904)		(65,022)
Non-controlling interest dividends	0		(32,082)		(12,532)
Proceeds from exercise of share options (including disposal of treasury shares)	608		2,613		13,845
Proceeds from issuance of equity in Golar Partners to non-controlling interests	0		317,119		287,795
Acquisition of non-controlling interests	0		0		(108,050)
Net cash provided by financing activities	165,978		414,691		84,232
Net (decrease) increase in cash and cash equivalents	(299,367)		357,801		(97,804)
Cash and cash equivalents at beginning of period	424,714		66,913		164,717
Cash and cash equivalents at end of period	125,347		424,714		66,913
Cash paid during the year for:
Interest paid, net of capitalized interest	0		35,798		30,727
Income taxes paid	$ 1,322		$ 1,671		$ 2,426

[1] (1) Includes accretion of discount on convertible bonds of $4.7 million, $4.0 million and $nil for the years ended December 31, 2013, 2012 and 2011, respectively.

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SEGMENTAL INFORMATION - Revenues from External Customers (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended					36 Months Ended
	Dec. 31, 2013	Dec. 31, 2012		Dec. 31, 2011 charterers		Dec. 31, 2013 Rate
Revenues from external customers:
Benchmark percentage of revenue for major customer						10.00%
Number of Charterers During Period	4	7		7
Gdf Seuz Gas [Member] | Customer concentration risk | Sales revenue, services, net
Revenues from external customers:
Concentration risk amount	$ 10,015	$ 22,326	[1]	$ 4,931	[1]
Gdf Suez Gas [Member] | Customer concentration risk | Sales revenue, services, net
Revenues from external customers:
Concentration risk percentage	11.00%	5.00%	[1]	2.00%	[1]
Major Japanese Trading Company | Customer concentration risk | Sales revenue, services, net
Revenues from external customers:
Concentration risk percentage	53.00%	9.00%	[1]	0.00%	[1]
Concentration risk amount	47,744	38,992	[1]	0	[1]
Eni Spa | Customer concentration risk | Sales revenue, services, net
Revenues from external customers:
Concentration risk percentage	10.00%	1.00%	[1]	0.00%	[1]
Concentration risk amount	8,912	2,480	[1]	0	[1]
Petrobras | Customer concentration risk | Sales revenue, services, net
Revenues from external customers:
Concentration risk percentage	0.00%	22.00%	[1]	31.00%	[1]
Concentration risk amount	0	90,321	[1]	93,741	[1]
DUSUP | Customer concentration risk | Sales revenue, services, net
Revenues from external customers:
Concentration risk percentage	0.00%	11.00%	[1]	16.00%	[1]
Concentration risk amount	0	45,951	[1]	47,054	[1]
Pertamina | Customer concentration risk | Sales revenue, services, net
Revenues from external customers:
Concentration risk percentage	0.00%	9.00%	[1]	13.00%	[1]
Concentration risk amount	0	35,455	[1]	37,829	[1]
Qatar Gas Transport Company | Customer concentration risk | Sales revenue, services, net
Revenues from external customers:
Concentration risk percentage	0.00%	6.00%	[1]	12.00%	[1]
Concentration risk amount	0	23,006	[1]	35,461	[1]
BC Group plc | Customer concentration risk | Sales revenue, services, net
Revenues from external customers:
Concentration risk percentage	14.00%	23.00%	[1]	8.00%	[1]
Concentration risk amount	13,114	96,179	[1]	25,101	[1]
PT Nusantara Regas | Customer concentration risk | Sales revenue, services, net
Revenues from external customers:
Concentration risk percentage	0.00%	9.00%	[1]	0.00%	[1]
Concentration risk amount	$ 0	$ 38,789	[1]	$ 0	[1]

[1] A substantial portion of these revenues for the years ended December 31, 2012 and 2011 pertain to vessels owned by Golar Partners and its subsidiaries which were deconsolidated from December 13, 2012.

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CAPITAL COMMITMENTS (Details) (USD $)	12 Months Ended	3 Months Ended	12 Months Ended		3 Months Ended
	Dec. 31, 2013	Mar. 31, 2013 LNG carrier	Dec. 31, 2012 LNG carrier	Dec. 31, 2012 FSRU	Mar. 31, 2012 Newbuildings	Dec. 31, 2013 Newbuildings
Capital commitments:
Number of vessels contracted for construction during fiscal year			10	3
Number of Vessels Delivered		2
Number of vessels contracted for construction, undelivered at period end	11
Long-term purchase commitment amount	$ 2,400,000,000				$ 2,700,000,000
Long-term purchase commitment, amount outstanding						1,600,000,000
Purchase obligation, fiscal year maturity:
Payable within 12 months to December 31, 2013						1,495,385,000
Payable within 12 months to December 31, 2014						152,220,000
Total payable						$ 1,647,605,000

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OTHER COMMITMENTS AND CONTINGENCIES - Legal Proceedings and Claims (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended			1 Months Ended
	Dec. 31, 2013 DCLAP claim [Member]	May 01, 2013 DCLAP claim [Member]	Dec. 31, 2013 Potential litigation NR Satu related claim	Jan. 31, 2011 Damages from early charter termination Golar Viking related claim	Feb. 15, 2013 Damages from early charter termination Pending litigation Golar Viking related claim	Feb. 15, 2013 Maximum [Member] Damages from early charter termination Pending litigation Golar Viking related claim
Legal proceedings and claims:
Loss Contingency, Range of Possible Loss, Minimum			$ 2
Loss Contingency, Range of Possible Loss, Maximum			4.8
Estimate of possible loss					20.9	20.9
Duration of charter				15 months
Loans Receivable, Net	9.1	12.0
Proceeds from Collection of Loans Receivable	$ 2.5

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NEWBUILDINGS (Tables)

12 Months Ended

Dec. 31, 2013

NEWBUILDINGS [Abstract]

Components of newbuildings

(in thousands of $)	2013	2012
Purchase price installments	718,851	418,062
Interest costs capitalized	30,825	13,897
Other costs capitalized	17,849	3,900
	767,525	435,859

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EARNINGS PER SHARE (Details) (USD $) In Thousands, except Share data, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Components of the numerator for the calculation of basic and diluted EPS:
Net income attributable to Golar LNG Ltd stockholders – basic and diluted	$ 135,713	$ 971,303	$ 46,650
Add: Interest expense on convertible bonds	0	11,358	0
Numerator for caluclation of basic and diluted EPS	$ 135,713	$ 982,661	$ 46,650
Components of the denominator for the calculation of basic and diluted EPS:
Weighted average number of common shares outstanding	80,530,000	80,324,000	74,707,000
Effect of dilutive share options (in shares)	381,000	380,000	326,000
Effect of dilutive convertible bonds (in share)	4,545,000	3,539,000	0
Common stock and common stock equivalents (in shares)	85,456,000	84,243,000	75,033,000
Earnings per share, basic and diluted:
Basic (USD per share)	$ 1.69	$ 12.09	$ 0.62
Diluted (USD per share)	$ 1.59	$ 11.66	$ 0.62

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OTHER LONG-TERM LIABILITIES

12 Months Ended

Dec. 31, 2013

OTHER LONG-TERM LIABILITIES [Abstract]

OTHER LONG-TERM LIABILITIES

27. OTHER LONG-TERM LIABILITIES

(in thousands of $)	2013	2012
Deferred gain on sale of Golar Maria(see note 6)	16,660	—
Tax benefits on intra-group transfers of long-term assets	5,204	9,022
Pension obligations (see note 28)	35,645	40,097
Guarantees issued to Golar Partners (see note 5)	22,369	23,265
Other	4,388	131
	84,266	72,515

Tax benefits arising on intra-group transfers of long-term assets arose from transactions between controlled entities in respect of two vessels, the Gimi and Hilli that generated a permanent tax benefit for us. The tax benefits are being amortized through the tax line of the statement of operations over the remaining useful lives of the vessels (see note 11).

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SHARE CAPITAL AND SHARE OPTIONS - Share Options (Details) (USD $) In Millions, except Share data, unless otherwise specified	12 Months Ended				1 Months Ended		3 Months Ended					12 Months Ended				1 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010	Jun. 30, 2011 Golar LNG Energy Limited	May 31, 2011 Golar LNG Energy Limited	Jun. 30, 2011 Golar LNG Energy Limited	Dec. 31, 2013 Golar Scheme [Member]	Dec. 31, 2012 Golar Scheme [Member]	Dec. 31, 2011 Golar Scheme [Member]	Dec. 31, 2013 Energy Scheme [Member]	Dec. 31, 2013 Stock Options [Member]	Dec. 31, 2012 Stock Options [Member]	Dec. 31, 2011 Stock Options [Member]	Jul. 31, 2001 Stock Options [Member]	Feb. 28, 2002 Stock Options [Member] Golar Scheme [Member]	Jul. 31, 2001 Stock Options [Member] Directors and Executive Officers [Member]	Feb. 28, 2002 Minimum [Member] Stock Options [Member] Golar Scheme [Member]	Feb. 28, 2002 Maximum [Member] Stock Options [Member] Golar Scheme [Member]
Share options:
Number of shares authorized for grant															2,000,000	0
Award term until expiration																5 years	10 years
Award vesting period, minimum (in years)																		3 years	4 years
Subsidiary stock options exchanged for parent company stock options					5,400,000	5,400,000
Shares exchanged for parent company shares, rate of exchange (in shares per share)							6.06
Options, outstanding (in shares)	498,000	581,000	849,000	7,279,000				500,000	600,000	800,000	0
Weighted average assumptions used:
Risk free interest rate												2.00%	2.00%	1.80%
Expected volatility of common stock												56.90%	56.90%	53.20%
Expected dividend yield	0.00%											0.00%	0.00%	0.00%
Expected life of options (in years)												2 years 7 months 6 days	2 years 7 months 6 days	2 years 7 months 6 days
Outstanding:
Options outstanding, beginning of year (in shares)	581,000	849,000	7,279,000					500,000	600,000	800,000	0
Options outstanding, grants in period (in shares)			897,000			900,000											400,000
Options outstanding, exercises in period (in shares)	(76,000)	(267,000)	(1,604,000)
Options outstanding, forfeitures in period (in shares)	(7,000)	(1,000)	(285,000)
Options outstanding, exchanged and cancelled in period (in shares)			(5,438,000)
Option outstanding, end of year (in shares)	498,000	581,000	849,000	7,279,000				500,000	600,000	800,000	0
Weighted average exercise price:
Weighted average exercise price, options, outstanding, beginning of year (USD per share)	$ 7.86	$ 10.11	$ 2.96
Weighted average exercise price, options, grants in period (USD per share)			$ 11.84
Weighted average exercise price, options, exercises in period (USD per share)	$ 8.01	$ 1.54	$ 7.46
Weighted average exercise price, options, forfeitures in period (USD per share)	$ 6.58	$ 8.54	$ 5.43
Weighted average exercise price, options, cancellations in period (USD per share)			$ 1.95
Weighted average exercise price, options, outstanding, end of year (USD per share)	$ 6.36	$ 7.86	$ 10.11	$ 2.96
Weighted average remaining contractual term, options, outstanding (in years)	3 months 19 days	9 months 18 days	1 year 2 months 12 days	2 years
Options exercisable, outstanding (in shares)	409,000	323,000	299,000
Options exercisable, weighted average exercise price (USD per share)	$ 6.50	$ 8.46	$ 9.94
Options exercisable, weighted average remaining contractual term (in years)	22 days	3 months 18 days	3 months 18 days
Intrinsic value of share options exercised	$ 2.2	$ 6.3	$ 14.9
Intrinsic value of share options outstanding and exercisable	14.9	16.8
Fair value of share options vested	3.8	4.8	6.3
Compensation cost	0.5	1.4	2.0
Total unrecognized compensation cost												$ 0.2	$ 0.6
Weighted average period of recognition for unrecognized compensation cost (in years)												0 years 3 months 27 days

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OTHER NON-CURRENT ASSETS (Tables)

12 Months Ended

Dec. 31, 2013

OTHER NON-CURRENT ASSETS [Abstract]

Components of other non-current assets

(in thousands of $)	2013	2012
Deferred tax asset (see note 11)	421	531
Mark-to-market interest rate swaps valuation (see note 32)	46,827	—
Other long-term assets	7,000	6,238
	54,248	6,769

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INVESTMENTS IN AFFILIATES

12 Months Ended

Dec. 31, 2013

Equity Method Investments and Joint Ventures [Abstract]

INVESTMENTS IN AFFILIATES

14. INVESTMENTS IN AFFILIATES

At December 31, 2013 and 2012, we have the following participation in investments that are recorded using the equity method:

	2013		2012
Golar Partners (1) (2)	25.4	%	29.9	%
Egyptian Company for Gas Services S.A.E ("ECGS")	50	%	50	%
Golar Wilhelmsen Management AS ("Golar Wilhelmsen")	60	%	60	%

(1) Golar Partners and its subsidiaries were included in our consolidated financial statements until December 13, 2012, following its first AGM upon which the majority of directors were elected by the common unitholders, Golar Partners was deconsolidated and our interests in the subordinated units were accounted for under the equity method from that date (see note 5 for further details).

(2) We held a 41.4% (2012: 54.1%) ownership in Golar Partners as of December 31, 2013. However the 25.4% (2012: 29.9%) interest refers only to our interests in the subordinated units which are subject to the equity method accounting.

The carrying amounts of our investments in our equity method investments as at December 31, 2013 and 2012 are as follows:

(in thousands of $)	2013	2012
Golar Partners	344,858	362,064
ECGS	5,782	5,592
Golar Wilhelmsen	278	—
Equity in net assets of affiliates	350,918	367,656

The components of equity in net assets of non-consolidated affiliates are as follows:

(in thousands of $)	2013		2012
Cost	374,729		374,729
Dividend	(33,363	)	(125	)
Equity in net earnings (losses) of other affiliates	8,698		(6,948	)
Share of other comprehensive income in affiliate	854		—
Equity in net assets of affiliates	350,918		367,656

Quoted market prices for ECGS and Golar Wilhelmsen are not available because these companies are not publicly traded. We hold various interests in Golar Partners (common units, subordinated units, general partner units and IDRs), however as discussed in detail in note 5, only the Company's interests in subordinated units have been accounted for under the equity method which are not listed but were initially fair valued as of the date of deconsolidation on December 13, 2012 (see note 5).

Golar Partners

Golar Partners is an owner and operator of FSRUs and LNG carriers under long-term charters. As of December 31, 2013, it had a fleet of eight vessels managed by the Company (2012: seven vessels).

In April 2011, we completed the IPO of Golar Partners and listed it on the Nasdaq Stock Exchange.

During the period from the IPO in April 2011 until the time of Golar Partner's first AGM on December 13, 2012, we retained the sole power to appoint, remove and replace all members of Golar Partners' board of directors. From the first AGM, the majority of the board members became electable by the common unitholders and, accordingly, from this date we no longer retain the power to control the board of directors. As a result, from December 13, 2012, Golar Partners has been considered as an affiliate entity and not as our controlled subsidiary (see note 5).

As of December 31, 2013, the carrying amount of the investment in Golar Partners (subordinated units) accounted for under the equity method was $344.9 million (2012: $362.1 million). Refer to note 5 for details of deconsolidation including determining the initial fair value of the investment in Golar Partners and the treatment of the basis difference.

Dividends received for the year ended December 31, 2013 in relation to our investments in Golar Partner's subordinated units amounted to $32.7 million.

ECGS

In December 2005, we entered into an agreement with The Egyptian Natural Gas Holding Company, or EGAS, and HK Petroleum Services to establish a jointly owned company ECGS, to develop hydrocarbon businesses in Egypt and in particular LNG related businesses.  In March 2006, we acquired 0.5 million common shares in ECGS at a subscription price of $1 per share.  This represents a 50% interest in the voting rights of ECGS. ECGS is jointly owned and operated together with other third parties.  Therefore we have adopted the equity method of accounting for our 50% investment in ECGS, as we consider we have joint significant influence.  In December 2011, ECGS called up its remaining share capital amounting to $7.5 million.  Of this, we paid $3.75 million to maintain our 50% equity interest.

Dividends received for each of the years ended December 31, 2013 and 2012 were $0.5 million and $0.1 million, respectively.

Golar Wilhelmsen

During 2010 Golar Management Ltd and Wilhelmsen Ship Management AS ("WSM") incorporated a Norwegian private limited company with the name "Golar Wilhelmsen Management AS" or Golar Wilhelmsen. The purpose is to build an organization specialized in the technical management of gas carriers. The company's focus shall be LNG carriers, FSRUs, floating LNG terminals and other gas carrying vessels which will initially include both our and Golar Partners' fleet of vessels and eventually vessels from third parties. WSM has for some time served as the technical manager for our vessels. In September 2010, we entered into new ship management agreements with Golar Wilhelmsen for our fleet, cancelling our previous arrangements.

Both we and WSM have joint control over the operational and financial policies of Golar Wilhelmsen. Accordingly, we have adopted the equity method of accounting for our interest in Golar Wilhelmsen as we consider we have joint significant influence by virtue of significant participating rights of the non-controlling interest, WSM.

Summarized financial information of the affiliated undertakings shown on a 100% basis are as follows:

(in thousands of $)	December 31, 2013			December 31, 2012
	Golar Wilhelmsen	ECGS	Golar Partners	Golar Wilhelmsen		ECGS	Golar Partners
Balance Sheet
Current assets	4,422	38,365	136,379	7,690		31,853	107,370
Non-current assets	6	156	1,584,840	—		1,368	1,403,604
Current liabilities	3,312	25,934	241,072	7,667		20,859	169,717
Non-current liabilities	400	1,183	910,020	—		1,183	1,099,713
Non-controlling interest	—	—	70,777	—		—	71,858
Statement of Operations
Revenue	5,957	75,309	329,190	4,245		61,769	286,630
Net income (loss)	695	1,318	150,819	(494	)	849	127,141

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PENSIONS

12 Months Ended

Dec. 31, 2013

Compensation and Retirement Disclosure [Abstract]

PENSIONS

28. PENSIONS

Defined contribution scheme

We operate a defined contribution scheme.  The pension cost for the period represents contributions payable by us to the scheme.  The charge to net income for the years ended December 31, 2013, 2012 and 2011 was $0.5 million, $0.8 million and $0.8 million, respectively.

In respect of our Norwegian employees of which there were 10 (2012: 10) as of December 31, 2013, we are required by Norwegian law to contribute into a multi-employer early retirement plan for the private sector.  Accordingly, we, as a participant in a multi-employer plan recognize as net pension cost the required contribution for the period and recognize as a liability any unpaid contributions required for the period.

The total contributions to our defined contribution scheme were as follows:

(in thousands of $)	2013	2012	2011
Employers' contributions	533	570	397

Defined benefit schemes

We have two defined benefit pension plans both of which are closed to new entrants but which still cover certain of our employees. Benefits are based on the employee's years of service and compensation.  Net periodic pension plan costs are determined using the Projected Unit Credit Cost method.  Our plans are funded by us in conformity with the funding requirements of the applicable government regulations.  Plan assets consist of both fixed income and equity funds managed by professional fund managers.

We use a measurement date of December 31 for our pension plans.

The components of net periodic benefit costs are as follows:

(in thousands of $)	2013		2012		2011
Service cost	468		429		459
Interest cost	2,159		2,361		2,729
Expected return on plan assets	(918	)	(920	)	(1,168	)
Recognized actuarial loss	1,415		1,273		985
Net periodic benefit cost	3,124		3,143		3,005

The estimated net loss for the defined benefit pension plans that will be amortized from accumulated other comprehensive income into net periodic pension benefit cost during the year ended December 31, 2014 is $1.0 million.

The change in benefit obligation and plan assets and reconciliation of funded status as of December 31 are as follows:

(in thousands of $)	2013		2012
Reconciliation of benefit obligation:
Benefit obligation at January 1	54,291		52,430
Service cost	468		429
Interest cost	2,159		2,361
Actuarial (gain) loss	(3,513	)	3,890
Foreign currency exchange rate changes	164		509
Benefit payments	(3,005	)	(5,328	)
Benefit obligation at December 31	50,564		54,291

The accumulated benefit obligation at December 31, 2013 and 2012 was $48.9 million and $52.2 million, respectively.

(in thousands of $)	2013		2012
Reconciliation of fair value of plan assets:
Fair value of plan assets at January 1	14,194		14,846
Actual return on plan assets	1,127		1,807
Employer contributions	2,426		2,434
Foreign currency exchange rate changes	177		435
Benefit payments	(3,005	)	(5,328	)
Fair value of plan assets at December 31	14,919		14,194

(in thousands of $)	2013		2012
Projected benefit obligation	(50,564	)	(54,291	)
Fair value of plan assets	14,919		14,194
Funded status (1)	(35,645	)	(40,097	)

Employer contributions and benefits paid under the pension plans include $2.4 million paid from employer assets for each of the years ended December 31, 2013 and 2012.

(1) Our plans are composed of two plans that are both underfunded as at December 31, 2013 and 2012.

The details of these plans are as follows:

	December 31, 2013						December 31, 2012
(in thousands of $)	UK Scheme		Marine Scheme		Total		UK Scheme		Marine Scheme		Total
Projected benefit obligation	(10,256	)	(40,308	)	(50,564	)	(9,718	)	(44,573	)	(54,291	)
Fair value of plan assets	9,622		5,297		14,919		8,486		5,708		14,194
Funded status at end of year	(634	)	(35,011	)	(35,645	)	(1,232	)	(38,865	)	(40,097	)

The fair value of our plan assets, by category, as of December 31, 2013 and 2012 were as follows:

(in thousands of $)	2013	2012
Equity securities	9,666	9,520
Debt securities	3,172	3,007
Cash	2,081	1,667
	14,919	14,194

Our plan assets are primarily invested in funds holding equity and debt securities, which are valued at quoted market price. These plan assets are classified within Level 1 of the fair value hierarchy.

The amounts recognized in accumulated other comprehensive income consist of:

(in thousands of $)	2013	2012
Net actuarial loss	12,731	17,809

The actuarial loss recognized in the other comprehensive income is net of tax of $0.1 million, $0.3 million, and $0.4 million for the years ended December 31, 2013, 2012 and 2011.

The asset allocation for our Marine scheme at December 31, 2013 and 2012, and the target allocation for 2013, by asset category are as follows:

Marine scheme	Target allocation 2014 (%)	2013 (%)	2012 (%)
Equity	30-65	30-65	30-65
Bonds	10-50	10-50	10-50
Other	20-40	20-40	20-40
Total	100	100	100

The asset allocation for our UK scheme at December 31, 2013 and 2012, and the target allocation for 2014, by asset category are as follows:

UK scheme	Target allocation 2014 (%)	2013 (%)	2012 (%)
Equity	70.0	71.0	72.5
Bonds	30.0	29.0	22.5
Cash	—	—	5.0
Total	100	100	100

Our investment strategy is to balance risk and reward through the selection of professional investment managers and investing in pooled funds.

We are expected to make the following contributions to the schemes during the year ended December 31, 2014, as follows:

(in thousands of $)	UK scheme	Marine scheme
Employer contributions	660	1,800

We are expected to make the following pension disbursements as follows:

(in thousands of $)	UK scheme	Marine scheme
2014	330	3,000
2015	330	3,000
2016	330	3,000
2017	330	3,000
2018	330	3,000
2019 - 2023	1,649	15,000

The weighted average assumptions used to determine the benefit obligation for our plans for the years ended December 31 are as follows:

	2013		2012
Discount rate	4.80	%	4.10	%
Rate of compensation increase	2.71	%	2.96	%

The weighted average assumptions used to determine the net periodic benefit cost for our plans for the years ended December 31 are as follows:

	2013		2012
Discount rate	4.10	%	4.10	%
Expected return on plan assets	6.75	%	6.75	%
Rate of compensation increase	2.96	%	2.52	%

The overall expected long-term rate of return on assets assumption used to determine the net periodic benefit cost for our plans for the years ending December 31, 2013 and 2012 is based on the weighted average of various returns on assets using the asset allocation as at the beginning of 2013 and 2012.  For equities and other asset classes, we have applied an equity risk premium over ten year governmental bonds.

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TAXATION (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Components of income tax expense:
Current tax expense (income)	$ (27)	$ 9,931	$ 4,096
Amortization of tax benefit arising on intra-group transfers of long term assets	(3,487)	(7,257)	(6,687)
Total income tax (gain) expense	(3,404)	2,765	(1,705)
Deferred tax assets, noncurrent	421	531
United Kingdom tax authority
Components of income tax expense:
Current tax expense (income)	(27)	2,101	2,733
Deferred tax expense (income)	110	91	886
Statutory tax rate	23.00%
Deferred tax assets, noncurrent	400	500
Deferred income tax assets:
Deferred tax assets, net	421	531
Indonesia Tax Authority
Components of income tax expense:
Current tax expense (income)	0	6,828	0
Brazil Tax authority
Components of income tax expense:
Current tax expense (income)	0	1,002	1,363
Internal Revenue Service (IRS)
Components of income tax expense:
Minimum resident ownership percentage required for income tax exemption	50.00%
Foreign country
Components of income tax expense:
Current tax expense (income)	$ 0

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PENSIONS - Reconciliation of Benefit Obligation (Details) (Pensions, USD $)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Pensions
Reconciliation of benefit obligation:
Benefit obligation at January 1	$ 54,291,000	$ 52,430,000
Service cost	468,000	429,000	459,000
Interest cost	2,159,000	2,361,000	2,729,000
Actuarial loss	(3,513,000)	3,890,000
Foreign currency exchange rate changes	164,000	509,000
Benefit payments	(3,005,000)	(5,328,000)
Benefit obligation at December 31	50,564,000	54,291,000	52,430,000
Accumulated benefit obligation	$ 48,900,000	$ 52,200,000

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OTHER RECEIVABLES, PREPAID EXPENSES AND ACCRUED INCOME

12 Months Ended

Dec. 31, 2013

OTHER RECEIVABLES, PREPAID EXPENSES AND ACCRUED INCOME [Abstract]

OTHER RECEIVABLES, PREPAID EXPENSES AND ACCRUED INCOME

16. OTHER RECEIVABLES, PREPAID EXPENSES AND ACCRUED INCOME

(in thousands of $)	2013	2012
Prepaid expenses	1,236	1,318
Other receivables	12,968	3,991
Corporation tax receivable	370	—
	14,574	5,309

As of December 31, 2013, included in other receivables is a short-term loan of $9.1 million provided to one of our partners in the Douglas Channel project. The loan is secured, repayable on demand and earns interest at 12%. We believe that the carrying amount of this short-term loan is recoverable (see note 35).

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DEBT (Tables)

12 Months Ended

Dec. 31, 2013

Debt Disclosure [Abstract]

Components of long-term debt (including related parties)

(in thousands of $)	2013		2012
Total long-term debt due to third parties	667,028		504,906
Total long-term debt due to related parties	50,000		—
Total long-term debt (including related parties)	717,028		504,906
Less: current portion of long-term debt due to third parties and related parties	(30,784	)	(14,400	)
Long-term debt (including related parties)	686,244		490,506

Future repayments of outstanding debt (including related parties)

The outstanding debt as of December 31, 2013 is repayable as follows:

Year ending December 31,
(in thousands of $)
2014	30,784
2015	161,993
2016	25,763
2017	94,563
2018	284,395
2019 and thereafter	119,530
Total	717,028

Components of debt

At December 31, 2013 and 2012, our debt was as follows:

(in thousands of $)	2013	2012	Maturity date
World Shipholding revolving credit facility (a related party)	50,000	—	2015
Golar Maria facility	—	89,525	2014
Golar Arctic facility	91,250	96,250	2015
Golar Viking facility	86,400	90,800	2017
Convertible bonds	233,020	228,331	2017
$1.125 billion facility:
- Golar Seal facility	127,935	—	2018/2025*
- Golar Celsius facility	128,423	—	2018/2025*
	717,028	504,906

Schedule of tranches [Table Text Block]

The facility is divided into three tranches, with the following general terms:

Tranche	Amount	Proportion of facility	Term of loan from date of drawdown	Repayment terms
K-Sure	$449.0 million	40%	12 years	Six-monthly installments
KEXIM	$450.0 million	40%	12 years	Six-monthly installments
Commercial	$226.0 million	20%	5 years	Six-monthly installments, unpaid balance to be refinanced after 5 years

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NEWBUILDINGS (Details) (USD $)	12 Months Ended										3 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2013 LNG carrier	Dec. 31, 2013 FSRU	Dec. 31, 2013 Purchase price installments	Dec. 31, 2012 Purchase price installments	Dec. 31, 2013 Interest cost capitalized	Dec. 31, 2012 Interest cost capitalized	Dec. 31, 2013 Other costs capitalized	Dec. 31, 2012 Other costs capitalized	Mar. 31, 2012 Newbuildings	Dec. 31, 2013 Newbuildings
Newbuildings:
Newbuildings	$ 767,525,000	$ 435,859,000			$ 718,851,000	$ 418,062,000	$ 30,825,000	$ 13,897,000	$ 17,849,000	$ 3,900,000
Number of vessels contracted for construction			8	3
Construction payable	2,400,000,000										2,700,000,000
Purchase Obligation												1,647,605,000
Number of newbuilds delivered			2
Newbuilds delivered	$ 404,500,000

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Consolidated Statements of Cash Flows (Parenthetical) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Statement of Cash Flows [Abstract]
Accretion of interest on bond	$ 4.7	$ 4.0	$ 0

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Consolidated Statements of Comprehensive Income (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2013		Dec. 31, 2012		Dec. 31, 2011
Unrealized net loss on qualifying cash flow hedging instruments	$ (1,822)		$ (6,832)		$ (19,462)
COMPREHENSIVE INCOME
Net income	135,713		1,014,443		68,275
Other comprehensive income (loss):
Gains (losses) associated with pensions, net of tax	5,078		(2,323)		(3,139)
Unrealized net gain on qualifying cash flow hedging instruments (1)	5,010	[1]	1,547	[1]	1,024	[1]
Unrealized gain on investments in available-for-sale securities	1,885		5,911		0
Other comprehensive income (loss)	11,973		5,135		(2,115)
Comprehensive income	147,686		1,019,578		66,160
Comprehensive income attributable to:
Stockholders of Golar LNG Limited	147,686		978,532		43,636
Non-controlling interests	0		41,046		22,524
Comprehensive income	147,686		1,019,578		66,160
Cash flow hedging | Accumulated Other Comprehensive Income (Loss) [Member] | Designated as Hedging Instrument | Swap
Unrealized net loss on qualifying cash flow hedging instruments	$ 900		$ 0		$ 0

[1] (1) Includes share of net gain of $0.9 million, $nil and $nil on qualifying cash flow hedging instruments held by an affiliate for the years ended December 31, 2013, 2012 and 2011, respectively. Refer to note 32.

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IMPAIRMENT OF LONG-TERM ASSETS

12 Months Ended

Dec. 31, 2013

IMPAIRMENT OF LONG-TERM ASSETS [Abstract]

IMPAIRMENT OF LONG-TERM ASSETS

9. IMPAIRMENT OF LONG-TERM ASSETS

Impairment of long-term assets as at December 31, 2013, 2012 and 2011 are as follows:

(in thousands of $)	2013	2012	2011
FSRU conversion parts (see note 23)	500	500	500

We continually monitor events and changes in circumstances that could indicate carrying amounts of long-term assets may not be recoverable.

The impairment charge arising on the FSRU conversion parts of $0.5 million for each of the years ended December 31, 2013, 2012 and 2011, refers to the unutilized parts originally ordered for the Golar Spirit FSRU retrofitting following changes to the original project specification. These assets are classified within our Vessel Operations segment.

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INVESTMENTS IN AFFILIATES - Components (Details) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Equity Method Investments and Joint Ventures [Abstract]
Cost	$ 374,729	$ 374,729
Dividend	(33,363)	(125)
Equity in net earnings (losses) of other affiliates	8,698	(6,948)
Share of other comprehensive income of the entities accounted for under equity method	854	0
Equity in net assets of affiliates	$ 350,918	$ 367,656	$ 22,529

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SEGMENTAL INFORMATION (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2013 segments	Dec. 31, 2012 charterers	Dec. 31, 2011 charterers
Segment Reporting [Abstract]
Number of reportable segments	2
Number of charterers during the year	4	7	7
Segmental information:
Time charter revenues	$ 90,558	$ 409,593	$ 299,848
Vessel and other management fees	9,270	752	0
Vessel and voyage operating expenses	(58,009)	(96,525)	(68,914)
Administrative expenses	(22,952)	(25,013)	(33,679)
Impairment of long-term assets	(500)	(500)	(500)
Depreciation and amortization	(36,871)	(85,524)	(70,286)
Other operating gains and losses	0	(27)	(5,438)
Gain on sale of Golar Maria	65,619	0	0
Operating income (loss)	47,115	202,756	121,031
Other non-operating income (loss)	27,605	857,929	541
Net financial income (expenses)	41,768	(42,868)	(53,102)
Income taxes	3,404	(2,765)	1,705
Equity in net earnings (losses) of affiliates	15,821	(609)	(1,900)
Net income (loss)	135,713	1,014,443	68,275
Non-controlling interests	0	(43,140)	(21,625)
Net income attributable to Golar LNG Ltd	135,713	971,303	46,650
Total assets	2,665,221	2,414,399	2,232,634
Investment in affiliates	350,918	367,656	22,529
Capital Expenditures	734,155	342,987	289,182
Vessel operations
Segmental information:
Time charter revenues	90,558	409,593	299,848
Vessel and other management fees	9,270	752	0
Vessel and voyage operating expenses	(58,009)	(96,525)	(68,914)
Administrative expenses	(22,816)	(23,973)	(26,988)
Impairment of long-term assets	(500)	(500)	(500)
Depreciation and amortization	(36,562)	(85,187)	(69,814)
Other operating gains and losses	0	0	0
Gain on sale of Golar Maria	65,619	0	0
Operating income (loss)	47,560	204,160	133,632
Other non-operating income (loss)	27,605	858,080	541
Net financial income (expenses)	41,768	(42,864)	(52,593)
Income taxes	3,404	(2,765)	1,705
Equity in net earnings (losses) of affiliates	15,821	(609)	(1,900)
Net income (loss)	136,158	1,016,002	81,385
Non-controlling interests	0	(43,140)	(21,625)
Net income attributable to Golar LNG Ltd	136,158	972,862	59,760
Total assets	2,664,953	2,413,564	2,230,006
Investment in affiliates	350,918	367,656	22,529
Capital Expenditures	734,155	342,987	289,182
LNG Trading
Segmental information:
Time charter revenues	0	0	0
Vessel and other management fees	0	0	0
Vessel and voyage operating expenses	0	0	0
Administrative expenses	(136)	(1,040)	(6,691)
Impairment of long-term assets	0	0	0
Depreciation and amortization	(309)	(337)	(472)
Other operating gains and losses	0	(27)	(5,438)
Gain on sale of Golar Maria	0	0	0
Operating income (loss)	(445)	(1,404)	(12,601)
Other non-operating income (loss)	0	(151)	0
Net financial income (expenses)	0	(4)	(509)
Income taxes	0	0	0
Equity in net earnings (losses) of affiliates	0	0	0
Net income (loss)	(445)	(1,559)	(13,110)
Non-controlling interests	0	0	0
Net income attributable to Golar LNG Ltd	(445)	(1,559)	(13,110)
Total assets	268	835	2,628
Investment in affiliates	0	0	0
Capital Expenditures	$ 0	$ 0	$ 0

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BUSINESS ACQUISITION - Remeasurment of Equity Method Investment (Details) (Bluewater Gandria, USD $) In Thousands, unless otherwise specified	0 Months Ended
	Jan. 18, 2012
Bluewater Gandria
Computation of gain on remeasurement:
Fair value of previously held 50% equity interest	$ 19,500
Less: Carrying value at acquisition date	17,144
Gain on remeasurement of equity interest	$ 2,356	[1]

[1] Remeasurement of equity investment in Bluewater Gandria

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PENSIONS - Net Periodic Benefit Costs (Details) (Pensions, USD $)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Pensions
Components of net periodic benefit cost:
Service cost	$ 468,000	$ 429,000	$ 459,000
Interest cost	2,159,000	2,361,000	2,729,000
Expected return on plan assets	(918,000)	(920,000)	(1,168,000)
Recognized actuarial loss	1,415,000	1,273,000	985,000
Net periodic benefit cost	3,124,000	3,143,000	3,005,000
Estimated net loss for defined benefit pension plans to be amortized from accumulated other comprehensive income into net periodic benefit cost in next fiscal year	$ 1,000,000

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ACCUMULATED OTHER COMPREHENSIVE INCOME Schedules of Accumulate Other Comprehensive Income (Loss) (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Accumulated Other Comprehensive Income (Loss) [Line Items]
Unrealized net loss on qualifying cash flow hedging instruments	$ (1,822)	$ (6,832)	$ (19,462)
Unrealized gain on available-for-sale securities	7,796	5,911	0
Losses associated with pensions, net of tax recoveries of $0.3 million (2011: $0.4 million)	12,731	17,809	15,486
Losses associated with pensions, net of tax recoveries of $0.2 million (2012: $0.3 million)	200	300
Accumulated Other Comprehensive Income (Loss), Net of Tax	(6,757)	(18,730)	(34,948)	(33,311)
Other comprehensive (loss) income before reclassification	22,760	7,229	(1,637)
Amount reclassified from accumulated other comprehensive income	(10,787)	8,989
Movement in Other comprehensive Income	11,973	16,218	(1,637)
Gain (losses) on available-for-sale securities
Accumulated Other Comprehensive Income (Loss) [Line Items]
Accumulated Other Comprehensive Income (Loss), Net of Tax	7,796	5,911	0	0
Other comprehensive (loss) income before reclassification	12,680	5,911	0
Amount reclassified from accumulated other comprehensive income	(10,795)	0
Movement in Other comprehensive Income	1,885	5,911	0
Pension and post retirement benefit plan adjustments
Accumulated Other Comprehensive Income (Loss) [Line Items]
Accumulated Other Comprehensive Income (Loss), Net of Tax	(12,731)	(17,809)	(15,486)	(12,347)
Other comprehensive (loss) income before reclassification	5,078	(2,323)	(3,139)
Amount reclassified from accumulated other comprehensive income	0	0
Movement in Other comprehensive Income	5,078	(2,323)	(3,139)
Gains (losses) on cash flow hedges
Accumulated Other Comprehensive Income (Loss) [Line Items]
Accumulated Other Comprehensive Income (Loss), Net of Tax	(2,676)	(6,832)	(19,462)	(20,964)
Other comprehensive (loss) income before reclassification	4,148	3,641	1,502
Amount reclassified from accumulated other comprehensive income	8	8,989
Movement in Other comprehensive Income	4,156	12,630	1,502
Share of affiliates comprehensive income
Accumulated Other Comprehensive Income (Loss) [Line Items]
Accumulated Other Comprehensive Income (Loss), Net of Tax	854	0	0	0
Other comprehensive (loss) income before reclassification	854	0	0
Amount reclassified from accumulated other comprehensive income	0	0
Movement in Other comprehensive Income	$ 854	$ 0	$ 0

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DEBT - Debt and Lease Restrictions (Details) (USD $) In Millions, unless otherwise specified	Dec. 31, 2013
Debt and lease restrictions:
Restrictive covenants, minimum amount of cash and cash equivalents	$ 25.0

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Document and Entity Information	12 Months Ended
	Dec. 31, 2013
Document and entity information:
Entity Registrant Name	GOLAR LNG LTD
Entity Central Index Key	0001207179
Current Fiscal Year End Date	--12-31
Entity Well-known Seasoned Issuer	Yes
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding	80,579,295
Document Fiscal Year Focus	2013
Document Fiscal Period Focus	FY
Document Type	20-F
Amendment Flag	false
Document Period End Date	Dec. 31, 2013

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PENSIONS - Reconciliation of Funded Status (Details) (USD $)	12 Months Ended
	Dec. 31, 2013		Dec. 31, 2012		Dec. 31, 2011
Pensions
Reconciliation of funded status:
Projected benefit obligation	$ (50,564,000)		$ (54,291,000)		$ (52,430,000)
Fair value of plan assets	14,919,000		14,194,000		14,846,000
Funded status	(35,645,000)	[1]	(40,097,000)	[1]
Employer contributions and benefit payment amounts paid from employer assets	2,400,000
UK Scheme
Reconciliation of funded status:
Projected benefit obligation	(10,256,000)		(9,718,000)
Fair value of plan assets	9,622,000		8,486,000
Funded status	(634,000)		(1,232,000)
Marine Scheme
Reconciliation of funded status:
Projected benefit obligation	(40,308,000)		(44,573,000)
Fair value of plan assets	5,297,000		5,708,000
Funded status	$ (35,011,000)		$ (38,865,000)

[1] Our plans are composed of two plans that are both underfunded as at December 31, 2013 and 2012.

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OTHER FINANCIAL ITEMS, NET

12 Months Ended

Dec. 31, 2013

OTHER FINANCIAL ITEMS, NET [Abstract]

OTHER FINANCIAL ITEMS, NET

10. OTHER FINANCIAL ITEMS, NET

(in thousands of $)	2013		2012		2011
Mark-to-market adjustment for interest rate swap derivatives (see note 32)	56,461		1,223		(10,057	)
Interest rate swap cash settlements (see note 32)	(10,626	)	(12,258	)	(14,201	)
Mark-to-market adjustment for foreign currency derivatives (see note 32)	719		6,485		(1,417	)
Foreign exchange (loss) gain on capital lease obligations and related restricted cash, net	—		(5,645	)	182
Financing arrangement fees and other costs	(5,632	)	(1,766	)	(930	)
Amortization of deferred financing costs and debt guarantee	(1,120	)	(1,900	)	(1,484	)
Foreign exchange (loss) gain on operations	(1,583	)	94		(945	)
Other	—		4		(234	)
	38,219		(13,763	)	(29,086	)

Financing arrangement fees and other costs of $5.6 million in 2013 arose mainly from ongoing commitment fees as a result of our execution of a $1.125 billion financing agreement to fund eight of our newbuild vessels. The foreign exchange (loss) gain on capital leases and related restricted cash in 2012 and 2011 arose as a result of the retranslation of the capital lease obligations and related restricted cash securing those obligations. The capital leases and related restricted cash form part of Golar Partners and therefore from December 13, 2012, have been deconsolidated from our balance sheet.

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ACCOUNTING POLICIES - Property and Equipment (Details) (USD $)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Assets Held under Capital Leases [Member]
Property and equipment:
Depreciation	$ 0	$ 15,800,000	$ 16,600,000
Minimum [Member]
Property and equipment:
Drydocking expense reimbursement period	2 years
Minimum [Member] | Vessels
Property and equipment:
Property, Plant and Equipment, Useful Life	40 years
Minimum [Member] | Deferred drydocking expenditure
Property and equipment:
Property, Plant and Equipment, Useful Life	2 years
Minimum [Member] | Office equipment and fittings
Property and equipment:
Property, Plant and Equipment, Useful Life	3 years
Maximum [Member]
Property and equipment:
Drydocking expense reimbursement period	5 years
Maximum [Member] | Vessels
Property and equipment:
Property, Plant and Equipment, Useful Life	50 years
Maximum [Member] | Deferred drydocking expenditure
Property and equipment:
Property, Plant and Equipment, Useful Life	5 years
Maximum [Member] | Office equipment and fittings
Property and equipment:
Property, Plant and Equipment, Useful Life	6 years
Newbuildings
Property and equipment:
Interest Costs Capitalized	22,500,000	10,300,000	3,600,000
Vessel to FSRU retrofitting
Property and equipment:
Interest Costs Capitalized	$ 0	$ 1,800,000	$ 1,900,000

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BUSINESS ACQUISITION - Gain on Acquisition (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended			0 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011	Jan. 18, 2012 Bluewater Gandria
Business acquisition:
Gain on remeasurement				$ 2,356	[1]
Gain on bargain	0	(4,084)	0	(1,933)
Less: Acquisition related costs				(205)
Total gain on acquisition of Bluewater Gandria				$ 4,084

[1] Remeasurement of equity investment in Bluewater Gandria

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Consolidated Balance Sheets (USD $) In Thousands, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012
Current Assets
Cash and cash equivalents	$ 125,347	$ 424,714
Restricted cash and short-term investments	23,432	1,551
Trade accounts receivable	81	385
Other receivables, prepaid expenses and accrued income	14,574	5,309
Amounts due from related parties	6,311	5,915
Inventories	11,951	2,051
Total current assets	181,696	439,925
Long-term assets
Restricted cash	3,111	0
Investment in available-for-sale securities	267,352	353,034
Investments in affiliates	350,918	367,656
Cost method investments	204,172	198,524
Newbuildings	767,525	435,859
Vessels and equipment, net	811,715	573,615
Deferred charges	24,484	4,064
Other non-current assets	54,248	6,769
Amounts due from related parties	0	34,953
Total assets	2,665,221	2,414,399
Current liabilities
Current portion of long-term debt	30,784	14,400
Trade accounts payable	12,728	10,203
Accrued expenses	22,787	20,413
Amounts due to related parties	363	4,037
Other current liabilities	23,912	38,006
Total current liabilities	90,574	87,059
Long-term liabilities
Long-term debt	636,244	490,506
Long-term debt due to related parties	50,000	0
Other long-term liabilities	84,266	72,515
Total liabilities	861,084	650,080
Commitments and Contingencies (see note 34 and 35)
EQUITY
Share capital 80,579,295 common shares of $1.00 each issued and outstanding (2012: 80,503,364)	80,580	80,504
Additional paid-in capital	656,018	654,042
Contributed surplus	200,000	200,000
Accumulated other comprehensive loss	(6,757)	(18,730)
Retained earnings	874,296	848,503
Total stockholders' equity	1,804,137	1,764,319
Total liabilities and equity	$ 2,665,221	$ 2,414,399

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RECENTLY ISSUED ACCOUNTING STANDARDS

12 Months Ended

Dec. 31, 2013

Accounting Changes and Error Corrections [Abstract]

RECENTLY ISSUED ACCOUNTING STANDARDS

4. RECENTLY ISSUED ACCOUNTING STANDARDS

Adoption of new accounting standards

In December 2011, the Financial Accounting Standards Board ("FASB") amended guidance on disclosures about offsetting assets and liabilities. The amendments require an entity to disclose information about offsetting and related arrangements to enable users of its financial statements to understand the effect of those arrangements on its financial position. The amendments will enhance disclosures required by U.S. GAAP by requiring improved information about financial instruments and derivative instruments that are either offset or subject to an enforceable master netting arrangement or similar agreement, irrespective of whether they are offset in accordance with U.S. GAAP. This information will enable users of an entity's financial statements to evaluate the effect or potential effect of netting arrangements on an entity's financial position, including the effect or potential effect of netting arrangements on an entity's financial position, including the effect or potential effect of rights of set-off associated with certain financial instruments and derivative instruments in the scope of this update. The amendments were required for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods. An entity should provide the disclosures required by those amendments retrospectively for all comparative periods presented. The amendment resulted in additional disclosures in our consolidated financial statements included herein.

In July 2012, the FASB amended disclosure requirements relating to testing indefinite-lived intangible assets for impairment. The amendments no longer require entities to disclose the quantitative information about significant unobservable inputs used in fair value measurements categorized within Level 3 of the fair value hierarchy that relate to the financial accounting and reporting for an indefinite-lived intangible asset after its initial recognition. The amendment is effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012. Early adoption is permitted. The amendment did not have a material impact on our consolidated financial statements.

In October 2012, the FASB amended several disclosure requirements of the FASB Accounting Standards Codification relating to investments, consolidation, accounting changes and error corrections, inventory, retirement benefits for defined benefit plans, financial instruments and balance sheet. The amendments are effective for fiscal periods beginning after December 15, 2012. The amendment did not have a material impact on our consolidated financial statements.

In February 2013, further guidance was provided relating to the reporting of the effects on net income of significant amounts reclassified out of each component of accumulated other comprehensive income. Under the updated guidance, the effects on net income of significant amounts reclassified out of each component of accumulated other comprehensive income shall be shown, in one location, either on the face of the statement where net income is presented or as a separate disclosure in the notes to the financial statements. The amendment resulted in additional disclosures in our consolidated financial statements included herein.

In July 2013, the FASB amended ASC Topic 815 permitting the Fed Funds Effective Swap Rate to be used as a U.S. benchmark interest rate for hedge accounting purposes, in addition to U.S. Treasury interest rates and the London Interbank Offered Rate. The amendments also remove the restriction on using different benchmark rates for similar hedges. The amendments shall be applied prospectively for qualifying new or redesignated hedging relationships entered into on or after July 17, 2013. The Company did not enter into any qualifying new or redesignated hedging relationships after July 17, 2013 up to the date of these consolidated financial statements and the adoption of this guidance did not have a material effect in our consolidated financial statements.

New accounting standards not yet adopted

In February 2013, the FASB issued guidance for the recognition, measurement and disclosure of obligations resulting from joint and several liability arrangements for which the total amount of the obligation is fixed at the reporting date, including debt arrangements, other contractual obligations and settled litigation and judicial rulings. The guidance requires an entity to measure obligations resulting from joint and several liability arrangements for which the total amount of the obligation within the scope of this guidance is fixed at the reporting date, as the sum of (a) the amount the reporting entity agreed to pay on the basis of its arrangement among its co-obligors and (b) any additional amount the reporting entity expects to pay on behalf of its co-obligors. The guidance also requires an entity to disclose the nature and amount of the obligation as well as other information about those obligations. The amendments are effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. We are evaluating the impact of the adoption of this amended guidance in the financial statements.

In July 2013, the FASB issued guidance for the presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists to provide guidance on the presentation of unrecognized tax benefits. The guidance requires an entity to present an unrecognized tax benefit, or a portion of an unrecognized tax benefit, in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward, to the extent a net operating loss carryforward, a similar tax loss, or a tax credit carryforward is not available at the reporting date under the tax law of the applicable jurisdiction to settle any additional income taxes that would result from the disallowance of a tax position or the tax law of the applicable jurisdiction does not require the entity to use, and the entity does not intend to use, the deferred tax asset for such purpose, the unrecognized tax benefit should be presented in the financial statements as a liability and should not be combined with deferred tax assets. The amendments are effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. We are evaluating the impact of the adoption of this amended guidance in the financial statements.

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SUBSIDIARIES

12 Months Ended

Dec. 31, 2013

SUBSIDIARIES [Abstract]

SUBSIDIARIES

3. SUBSIDIARIES

The following table lists our significant subsidiaries and their purpose as at December 31, 2013. Unless otherwise indicated, we own a 100% controlling interest in each of the following subsidiaries.

Name	Jurisdiction of Incorporation	Purpose
Golar LNG 1460 Corporation	Marshall Islands	Owns Golar Viking
Golar LNG 2216 Corporation	Marshall Islands	Owns Golar Arctic
Golar Management  Limited	United Kingdom	Management company
Golar GP LLC – Limited Liability Company	Marshall Islands	Holding company
Golar LNG Energy Limited	Bermuda	Holding  company
Golar Gimi Limited	Marshall Islands	Owns Gimi
Golar Hilli Limited	Marshall Islands	Owns Hilli
Bluewater Gandria N.V.	Netherlands	Owns and Operates Golar Gandria
Golar Hull M2021 Corporation	Marshall Islands	Owns Hull 2021 (Golar Seal)
Golar Hull M2022 Corporation	Marshall Islands	Owns Hull 2022 (Golar Crystal)
Golar Hull M2023 Corporation	Marshall Islands	Owns Hull 2023 (Golar Penguin)
Golar Hull M2024 Corporation	Marshall Islands	Owns Hull 2024 (Golar Eskimo)
Golar Hull M2026 Corporation	Marshall Islands	Owns Hull 2026 (Golar Celsius)
Golar Hull M2027 Corporation	Marshall Islands	Owns Hull 2027 (Golar Bear)
Golar Hull M2031 Corporation	Marshall Islands	Owns Hull 2031 (Golar Igloo)
Golar Hull M2047 Corporation	Marshall Islands	Owns Hull 2047 (Golar Snow)
Golar Hull M2048 Corporation	Marshall Islands	Owns Hull 2048 (Golar Ice)
Golar LNG NB10 Corporation	Marshall Islands	Owns Hull S658 (Golar Glacier)
Golar LNG NB11 Corporation	Marshall Islands	Owns Hull S659 (Golar Kelvin)
Golar LNG NB12 Corporation	Marshall Islands	Owns Hull 2055 (Golar Frost)
Golar LNG NB13 Corporation	Marshall Islands	Owns Hull 2056 (Golar Tundra)

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TRADE ACCOUNTS RECEIVABLE

12 Months Ended

Dec. 31, 2013

Receivables [Abstract]

TRADE ACCOUNTS RECEIVABLE

15. TRADE ACCOUNTS RECEIVABLE

Trade accounts receivable are presented net of allowances for doubtful accounts.  The provision for doubtful debts was $nil for both the years ended December 31, 2013 and 2012, respectively.

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TAXATION

12 Months Ended

Dec. 31, 2013

Income Tax Disclosure [Abstract]

TAXATION

11. TAXATION

The components of income tax (credit) expense are as follows:

(in thousands of $)	2013		2012		2011
Current tax (credit) expense:
U.K.	(27	)	2,101		2,733
Indonesia	—		6,828		—
Brazil	—		1,002		1,363
Total current tax (credit) expense	(27	)	9,931		4,096
Deferred tax expense:
U.K.	110		91		886
Amortization of tax benefit arising on intra-group transfers of long-term assets (see note 27)	(3,487	)	(7,257	)	(6,687	)
Total income tax (credit) expense	(3,404	)	2,765		(1,705	)

Bermuda

Under current Bermuda law, we are not required to pay income taxes or other taxes (other than duty on goods imported into Bermuda and payroll tax in respect of any Bermuda-resident employees). We have received written assurance from the Minister of Finance in Bermuda that, in the event of any such taxes being imposed, we will be exempted from taxation until March 31, 2035.

United States

Pursuant to the Internal Revenue Code of the United States (the "Code"), U.S. source income from the international operations of ships is generally exempt from U.S. tax if the company operating the ships meets certain requirements.  Among other things, in order to qualify for this exemption, the company operating the ships must be incorporated in a country which grants an equivalent exemption from income taxes to U.S. citizens and U.S. corporations and must be more than 50% owned by individuals who are residents, as defined, in such country or another foreign country that grants an equivalent exemption to U.S. citizens and U.S. corporations.  The management of the company believes that we satisfied these requirements and therefore by virtue of the above provisions, we were not subject to tax on our U.S. source income.

Reconciliation between the income tax expense resulting from applying either the U.S. Federal or Bermudan statutory income tax rate and the reported income tax expense has not been presented herein as it would not provide additional useful information to users of the consolidated financial statements as our net income is subject to neither Bermuda nor U.S. tax.

United Kingdom

Current taxation of $nil, $2.1 million and $2.7 million for the years ended December 31, 2013, 2012 and 2011, respectively, relates to taxation of the operations of our United Kingdom subsidiaries, which includes amounts paid by one of our U.K. subsidiary's branch offices in Oslo.  Taxable revenues in the U.K. are generated by our U.K. subsidiary companies and are comprised of management fees received from Golar group companies as well as revenues from the operation of three of Golar's vessels.  These vessels are sub-leased from other non-U.K Golar companies. As at December 31, 2013, the statutory rate in the U.K. was 23%.

As at December 31, 2013, the 2013 U.K. income tax returns have not been filed.  Accordingly, once filed, the tax years 2009 to 2013 remain open for examination by the U.K. tax authorities.

We record deferred income taxes to reflect the net tax effects of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes.  We recorded deferred tax assets of $0.4 million and $0.5 million as of December 31, 2013 and 2012, respectively which have been classified as non-current and included within other long-term assets (see note 23).  These assets relate to differences for depreciation and net operating losses carried forward.

Indonesia

Current taxation charge of $nil, $6.8 million and $nil for the years ended December 31, 2013, 2012, and 2011, respectively, refers to taxation levied on the operations of Golar Partners' Indonesian subsidiary for the periods prior to deconsolidation of Golar Partners in December 2012. The tax exposure in Indonesia was mitigated by revenue due under the charter.

Brazil

Current taxation charge of $nil, $1.0 million and $1.4 million for the years ended December 31, 2013, 2012 and 2011, respectively, refers to taxation levied on Golar Partners' Brazilian operations.

Other jurisdictions

No tax has been levied on income derived from our subsidiaries registered in Liberia, the Marshall Islands and the British Virgin Islands.

Deferred income tax assets are summarized as follows:

(in thousands of $)	2013	2012
Deferred tax assets, gross and net	421	531

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DECONSOLIDATION OF GOLAR PARTNERS - Components of Ownership Interest (Details) (USD $) Share data in Millions, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2013 Golar LNG Partners		Dec. 31, 2012 Golar LNG Partners	Dec. 13, 2012 Golar LNG Partners		Dec. 31, 2013 Golar LNG Partners	Dec. 31, 2012 Golar LNG Partners	Dec. 13, 2012 Golar LNG Partners
Deconsolidation:
Available-for-sale securities							$ 346,950,000	[1]
Cost method investments	204,172,000	198,524,000		196,825,000	[2]	191,177,000	191,177,000	[2]
Equity in net assets of non-consolidated investees	350,918,000	367,656,000	22,529,000						344,858,000	362,064,000	362,799,000	[3]
Investment at Carrying value				$ 809,000,000		$ 906,100,000
Available-for-sale securities, shares held				11.8
Cost method investments, percentage of general partner interest				2.00%
Cost method investments, percentage of incentive distribution rights				100.00%
Equity method investments, shares held									15.9
Equity method investments, percentage of shares held									100.00%

[1] Common units (available-for-sale securities)As of December 13, 2012, we held 11.8 million common units representing 32.6% of the common units in issue, as a class. Our holding in the voting common units of Golar Partners have been accounted for under the guidance for available-for-sale securities on the basis that during the subordination period the common units have preferential dividend and liquidation rights. Accordingly, these securities are carried at fair value and any unrealized gains and losses on these securities are reflected directly in equity unless a gain is realized upon sale of these units or an unrealized loss is considered "other-than-temporary", in which case it is transferred to the statement of operations. Dividends received from its common units in Golar Partners during the subordination period will be recorded in the consolidated statement of operations in the line item "Dividend income".

[2] General Partner units and IDRsOur 2% general partner interest and 100% of the incentive distribution rights (IDRs) in Golar Partners have been accounted for as cost-method investments on the basis that the general partner interests have preferential liquidation and dividend rights during the subordination period. Our interest in the general partner units have been recorded at their fair value as of December 13, 2012, based on the share price of the publicly traded common units of Golar Partners but adjusted for restrictions over their transferability and reduction in voting rights. The fair value of the IDRs as of December 13, 2012 was determined using a Monte Carlo simulation method. This simulation was performed within the Black Scholes option pricing model then solved via an iterative process by applying the Newton-Raphson method for the fair value of the IDRs, such that the price of a unit output by the Monte Carlo simulation equalled the price observed in the market. The method took into account the historical volatility, dividend yield as well as the share price of the units as of the deconsolidation date.

[3] Subordinated unitsAs of December 13, 2012, we held 15.9 million units representing 100% of the subordinated units. Our holding in the subordinated units of Golar Partners have been accounted for under the equity method on the basis that the subordinated units are considered to be, in-substance, common stock for accounting purposes. The fair value on December 13, 2012, was determined based on the quoted market price of the listed common units as of the deconsolidation date but discounted principally for their non-tradability and subordinated dividend and liquidation rights during the subordination period. The subordination period will end on the satisfaction of various tests as prescribed in the Partnership Agreement, but will not end before March 31, 2016, except with our removal as the general partner. Upon the expiration of the subordination period, the subordinated units will convert into common units subject to passing certain conditions.

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BUSINESS ACQUISITION (Notes)

12 Months Ended

Dec. 31, 2013

Business Combinations [Abstract]

Business Acquisition

7. BUSINESS COMBINATION

On January 18, 2012, we acquired the remaining 50% equity interest in our joint venture, Bluewater Gandria, which owns the LNG carrier, the Golar Gandria for $19.5 million. Bluewater Gandria is a company pursuing opportunities to develop offshore LNG FSRU projects. Since the Golar Gandria’s acquisition, although it was initially reactivated, it was then subsequently placed into lay-up again in April 2013. The vessel is earmarked for conversion to a floating liquefied natural gas vessel ("FLNGV").

Details of the purchase consideration, the net assets acquired and goodwill are as follows:

(in thousands of $)			January 18, 2012
Fair value of previously held 50% equity interest (a)			19,500
Purchase consideration - cash			19,500
Total assumed acquisition consideration			39,000
Less: Fair value of net assets acquired:
Vessel and equipment, net	40,000
Inventories	931
Cash	62
Prepayments	40
Other liabilities	(100	)
Subtotal			(40,933	)
Gain on bargain purchase of Bluewater Gandria			(1,933	)

The impact on the statement of operations of the acquisition of Bluewater Gandria is as follows:

(in thousands of $)
Gain on remeasurement (a)	2,356
Gain on bargain	1,933
Less: Acquisition related costs	(205	)
Total gain on acquisition of Bluewater Gandria	4,084

As a result of acquiring the remaining 50% equity interest, we recognized a gain on bargain purchase of the Bluewater Gandria as the cost of acquisition is less than the fair value of the net assets of the subsidiary acquired. We performed an assessment of the fair values of the assets acquired, liabilities assumed and consideration transferred. The assessment confirmed our gain on bargain purchase.

a)    Remeasurement of equity investment in Bluewater Gandria

On January 18, 2012, we remeasured our previously held 50% equity interest in Bluewater Gandria to its fair value as set forth in the table below:

(in thousands of $)	Equity investment in Bluewater Gandria
Fair value of previously held 50% equity interest	19,500
Less: Carrying value at acquisition date	(17,144	)
Gain on remeasurement of equity interest	2,356

The fair value of our previously held investment in Bluewater Gandria was assumed to be equal to the purchase price of $19.5 million paid to Bluewater in respect of our 50% share in the joint venture.

b)    Revenue and profit contributions

Since the acquisition date, the business has contributed revenues of $nil and a net loss of $14.6 million to our results for the period from January 18, 2012 to December 31, 2012. Had Bluewater Gandria been consolidated from January 1, 2012, it would have contributed revenues of $nil and a net loss of $15.3 million.

Bluewater Gandria’s statement of operations presented a net loss of $0.7 million for the year ended December 31, 2011. This comprised mainly of general and administrative expenses and other minimal operating expenses. This was principally due to the vessel being in lay-up throughout 2011. As a result, we have evaluated that had the business combination been consummated as of January 1, 2011, Bluewater Gandria's pro forma revenue and net income effect for the year ended December 31, 2011 would be immaterial and thus has not been presented here.

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VESSELS AND EQUIPMENT, NET (Tables)

12 Months Ended

Dec. 31, 2013

Property and equipment:

Components of vessels and equipment, net

Useful lives applied in depreciation are as follows:

Vessels	40 to 50 years
Deferred drydocking expenditure	two to five years
Office equipment and fittings	three to six years

Vessels and equipment

Property and equipment:

Components of vessels and equipment, net

(in thousands of $)	2013		2012
Cost	1,043,439		771,945
Accumulated depreciation	(231,724	)	(198,330	)
Net book value	811,715		573,615

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DEFERRED CHARGES (Details) (USD $)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2013 Secured debt Line of credit $1.125 billion newbuild facility	Jul. 26, 2013 Secured debt Line of credit $1.125 billion newbuild facility
Components of deferred financing costs [Line Items]
Line of Credit Facility, Maximum Borrowing Capacity				$ 1,125,000,000.000	$ 1,125,000,000.000
Debt arrangement fees and other deferred financing charges	27,845,000	6,335,000
Accumulated amortization	(3,361,000)	(2,271,000)
Deferred Finance Costs, Net	24,484,000	4,064,000
Amortization of deferred charges and debt guarantee	$ 2,000,000	$ 1,900,000	$ 1,500,000

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DECONSOLIDATION OF GOLAR PARTNERS (Notes)

12 Months Ended

Dec. 31, 2013

Deconsolidation [Abstract]

Deconsolidation of Golar Partners

5. DECONSOLIDATION OF GOLAR PARTNERS

Under the provisions of the partnership agreement, the general partner irrevocably delegated the authority to the Partnership's board of directors to have the power to oversee and direct the operations of, manage and determine the strategies and policies of Golar Partners. During the period from Golar Partner's IPO in April 2011 until the time of its first AGM on December 13, 2012, Golar retained the sole power to appoint, remove and replace all members of Golar Partner's board of directors. From the first AGM, majority of the board members became electable by the common unitholders and accordingly, from this date we no longer retain the power to control the board of directors. As a result, from December 13, 2012, Golar Partners has been considered as an affiliate entity and not as our controlled subsidiary.

On December 13, 2012, based on the equity method, we recorded an investment in Golar Partners of $362.8 million, which represents the fair value of our subordinated units (in-substance common stock) held on the deconsolidation date. On the same date, we calculated a gain on loss of control of $854.0 million. The gain on loss of control is calculated as follows:

(in thousands of $)	As of deconsolidation date (December 13, 2012)
Fair value of investment in Golar Partners (a)	900,926
Carrying value of the non-controlling interest in Golar Partners	179,285
Subtotal	1,080,211
Less:
Carrying value of Golar Partner's net assets	238,409
Guarantees issued to Golar Partners (c)	23,266
Accumulated other comprehensive loss relating to Golar Partners (d)	8,989
Deferred tax benefit on intra-group transfers of long-term assets (f)	(44,449	)
Gain on loss of control of Golar Partners	853,996

(a)    Fair value of investment in Golar Partners

Our residual interest in Golar Partners as of December 13, 2012 comprised of the following:

(in thousands of $)	As of December 13, 2012
Common units (i)	346,950
General Partner units and Incentive Distribution Rights ("IDRs") (ii)	191,177
Subordinated units (iii)	362,799
	900,926

As of December 31, 2013, the carrying value of our total investment in Golar Partners is $809.0 million (2012: $906.1 million).

(i) Common units (available-for-sale securities)

As of December 13, 2012, we held 11.8 million common units representing 32.6% of the common units in issue, as a class. Our holding in the voting common units of Golar Partners have been accounted for under the guidance for available-for-sale securities on the basis that during the subordination period the common units have preferential dividend and liquidation rights. Accordingly, these securities are carried at fair value and any unrealized gains and losses on these securities are reflected directly in equity unless a gain is realized upon sale of these units or an unrealized loss is considered "other-than-temporary", in which case it is transferred to the statement of operations. Dividends received from its common units in Golar Partners during the subordination period will be recorded in the consolidated statement of operations in the line item "Dividend income".

(ii) General Partner units and IDRs

Our 2% general partner interest and 100% of the incentive distribution rights (IDRs) in Golar Partners have been accounted for as cost-method investments on the basis that the general partner interests have preferential liquidation and dividend rights during the subordination period.  

Our interest in the general partner units have been recorded at their fair value as of December 13, 2012, based on the share price of the publicly traded common units of Golar Partners but adjusted for restrictions over their transferability and reduction in voting rights. The fair value of the IDRs as of December 13, 2012 was determined using a Monte Carlo simulation method. This simulation was performed within the Black Scholes option pricing model then solved via an iterative process by applying the Newton-Raphson method for the fair value of the IDRs, such that the price of a unit output by the Monte Carlo simulation equalled the price observed in the market. The method took into account the historical volatility, dividend yield as well as the share price of the units as of the deconsolidation date.

(iii) Subordinated units

As of December 13, 2012, we held 15.9 million units representing 100% of the subordinated units. Our holding in the subordinated units of Golar Partners have been accounted for under the equity method on the basis that the subordinated units are considered to be, in-substance, common stock for accounting purposes. The fair value on December 13, 2012, was determined based on the quoted market price of the listed common units as of the deconsolidation date but discounted principally for their non-tradability and subordinated dividend and liquidation rights during the subordination period. The subordination period will end on the satisfaction of various tests as prescribed in the Partnership Agreement, but will not end before March 31, 2016, except with our removal as the general partner. Upon the expiration of the subordination period, the subordinated units will convert into common units subject to passing certain conditions.

(b)    Accounting for basis difference

The investment in Golar Partners recorded under the equity method included our share of the basis difference between the fair value and the underlying book value of Golar Partners' assets at the deconsolidation date.

(in thousands of $)	Book value	Fair value	Basis difference	Golar's share of the basis difference
	100%	100%	100%	24.8%*
Vessels and equipment and vessels under capital leases (i)	1,192,779	1,687,162	494,383	122,591
Charter agreements (ii)	—	508,631	508,631	126,124
Goodwill (iii)	—	445,100	445,100	110,371
	1,192,779	2,640,893	1,448,114	359,086

*Our share of the basis difference is with reference to our holding in the subordinated units only.

The basis difference has been accounted for as follows:

(i) The basis difference assigned to vessels and equipment is being depreciated over the remaining estimated useful lives of the vessels and is recorded as a component of "Equity in net earnings (losses) of affiliates".

(ii) The basis difference relating to the charter agreements is being amortized over the remaining term of the charters and is recorded as a component of "Equity in net earnings (losses) of affiliates".

(iii) For the assigned goodwill, we will recognize our share of any impairment charge recorded by Golar Partners and consider the effect, if any, of the impairment on the assigned goodwill.

(c)    Guarantees

In accordance with ASC 460, the guarantees we issued in respect of Golar Partners and its subsidiaries were fair valued as of the deconsolidation date of December 13, 2012. As of December 13, 2012, the fair value of the guarantees amounted to a liability of $23.3 million which is recorded in "Other long-term liabilities" and comprised of the following items:

(in thousands of $)	As of December 13, 2012
Debt guarantees	4,548
Golar Grand Option	7,217
Methane Princess tax lease indemnity	11,500
	23,265

The debt guarantees we issued to third party banks were in respect of certain secured debt facilities relating to Golar Partners and its subsidiaries. The liability is being amortized over the remaining term of the respective debt facilities with the credit being recognized in "Other financial items".

The Golar Grand Option was issued in connection with the disposal of the Golar Grand to Golar Partners in November 2012. The fair value of the Golar Grand Option was determined by discounting the difference between the guaranteed charter rate per the Option agreement less the estimated market rate at the end of the initial lease term (See note 33(d)).

The Methane Princess tax lease indemnity of $11.5 million is based on the termination sum as of December 13, 2012, less the associated security deposit, but factoring in the timing and likelihood of an early termination (see note 33).

The carrying value of these guarantees as of December 31, 2013 and 2012 was $22.4 million and $23.3 million, respectively (see note 27).

(d)     Golar Partners' accumulated other comprehensive income

The accumulated other comprehensive loss of $9.0 million in relation to Golar Partners was released to the consolidated statement of operations on deconsolidation.

(e)     Deconsolidation-related expenses

Deconsolidation related expenses amounting to $0.4 million were included in administrative expenses in the consolidated statement of operations for the year ended December 31, 2012.

(f)    Deferred tax benefits on intra-group transfers of long-term assets

The deferred tax benefits on intra-group transfers of long-term assets amounting to $44.4 million arose from transactions between controlled entities in respect of vessels owned by Golar Partners: the Golar Freeze, the Golar Spirit and the NR Satu. Upon the deconsolidation of Golar Partners, the unamortized balance of $44.4 million was released and recognized as part of the gain on loss of control.

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DISPOSAL OF A SUBSIDIARY (Notes)

12 Months Ended

Dec. 31, 2013

Disposal of Subsidiary [Abstract]

Disposal Groups, Including Discontinued Operations, Disclosure [Text Block]

6. DISPOSAL OF A SUBSIDIARY

In February 2013, we sold our interest in the company that owns and operates the Golar Maria to Golar Partners.

(in thousands of $)	Golar Maria
Cash consideration received (1)	127,900
Carrying value of the assets sold to Golar Partners	(45,630	)
Gain on disposal	82,270
Deferred gain on sale (note 27)	(17,114	)
Gain recognized on sale of Golar Maria	65,156

The gain from the sale of the Golar Maria was $82.3 million of which $65.2 million had been recognized at the time of the sale in the Consolidated Statements of Operation under "Gain on disposal of Golar Maria (including amortization of deferred gain)". The remaining $17.1 million which represents profit based on our holding in the subordinated units in Golar Partners measured as of the date of the dropdown has been deferred under "Other long-term liabilities" (see note 27) and is being released to income over the remaining useful life of the vessel or until it is sold. As of December 31, 2013, the unamortized portion of the gain is $16.7 million.

(1) The cash consideration comprised of $215.0 million for the vessel less the assumed bank debt and interest rate swap liability $89.5 million and $3.1 million, respectively, plus purchase price adjustments of $5.5 million.

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RELATED PARTY TRANSACTIONS (Details)	12 Months Ended				1 Months Ended	8 Months Ended	12 Months Ended	25 Months Ended					0 Months Ended	12 Months Ended			0 Months Ended	1 Months Ended	12 Months Ended			1 Months Ended						12 Months Ended		1 Months Ended	12 Months Ended																																												12 Months Ended		12 Months Ended					12 Months Ended												12 Months Ended																				12 Months Ended
	Dec. 31, 2013 USD ($)	Dec. 31, 2012 USD ($)	Dec. 31, 2011 USD ($)	Oct. 31, 2012 Unsecured debt Senior Unsecured Bonds USD ($)	Apr. 30, 2006 Unsecured debt World Shipholding facility	Dec. 31, 2013 Unsecured debt World Shipholding facility USD ($)	Dec. 31, 2013 Unsecured debt World Shipholding facility USD ($)	May 01, 2013 Unsecured debt World Shipholding facility	Dec. 31, 2012 Unsecured debt World Shipholding facility USD ($)	May 31, 2012 Unsecured debt World Shipholding facility USD ($)	Feb. 29, 2012 Unsecured debt World Shipholding facility USD ($)	Jan. 31, 2012 Unsecured debt World Shipholding facility USD ($)	Jan. 18, 2012 Bluewater Gandria USD ($)	Dec. 31, 2012 Bluewater Gandria USD ($)	Dec. 31, 2013 Golar LNG Partners	Apr. 30, 2011 Golar LNG Partners	Jan. 30, 2011 Golar LNG Partners	Apr. 30, 2011 Golar LNG Partners	Dec. 31, 2013 Golar LNG Partners USD ($)	Dec. 31, 2012 Golar LNG Partners USD ($)	Dec. 31, 2011 Golar LNG Partners USD ($)	Jan. 31, 2012 Golar LNG Partners Golar Energy [Member] USD ($)	Oct. 31, 2012 Golar LNG Partners Unsecured debt Senior Unsecured Bonds USD ($)	Oct. 31, 2012 Golar LNG Partners Unsecured debt Senior Unsecured Bonds NOK	Dec. 31, 2013 Golar LNG Partners Tax lease indemnification [Member] USD ($)	Dec. 31, 2012 Golar LNG Partners Tax lease indemnification [Member] USD ($)	Dec. 31, 2013 Golar LNG Partners Debt and capital lease obligations USD ($)	Dec. 31, 2013 Golar LNG Partners Golar Freeze	Oct. 31, 2011 Golar LNG Partners Golar Freeze USD ($)	Jul. 31, 2012 Golar LNG Partners NR Satu USD ($)	Dec. 31, 2013 Golar LNG Partners Management and administrative services fees USD ($)		Dec. 31, 2012 Golar LNG Partners Management and administrative services fees USD ($)		Dec. 31, 2011 Golar LNG Partners Management and administrative services fees USD ($)		Dec. 31, 2013 Golar LNG Partners Ship management fees USD ($)		Dec. 31, 2012 Golar LNG Partners Ship management fees USD ($)		Dec. 31, 2011 Golar LNG Partners Ship management fees USD ($)		Dec. 31, 2013 Golar LNG Partners Interest income on vendor financing loan Golar Freeze USD ($)		Dec. 31, 2012 Golar LNG Partners Interest income on vendor financing loan Golar Freeze USD ($)		Dec. 31, 2011 Golar LNG Partners Interest income on vendor financing loan Golar Freeze USD ($)		Dec. 31, 2013 Golar LNG Partners Interest income on vendor financing loan NR Satu USD ($)		Dec. 31, 2012 Golar LNG Partners Interest income on vendor financing loan NR Satu USD ($)		Dec. 31, 2011 Golar LNG Partners Interest income on vendor financing loan NR Satu USD ($)		Dec. 31, 2013 Golar LNG Partners Interest income on high-yield bonds USD ($)		Dec. 31, 2012 Golar LNG Partners Interest income on high-yield bonds USD ($)		Dec. 31, 2011 Golar LNG Partners Interest income on high-yield bonds USD ($)		Dec. 31, 2013 Golar LNG Partners Interest income on Golar Energy loan USD ($)		Dec. 31, 2012 Golar LNG Partners Interest income on Golar Energy loan USD ($)		Dec. 31, 2011 Golar LNG Partners Interest income on Golar Energy loan USD ($)		Dec. 31, 2013 Golar LNG Partners Trading balances due to Golar and affiliates USD ($)		Dec. 31, 2012 Golar LNG Partners Trading balances due to Golar and affiliates USD ($)		Dec. 31, 2013 Golar LNG Partners Methane Princess lease security deposit movements [Member] USD ($)		Dec. 31, 2012 Golar LNG Partners Methane Princess lease security deposit movements [Member] USD ($)		Dec. 31, 2013 Golar LNG Partners Revolving credit facility USD ($)	Apr. 13, 2011 Golar LNG Partners Revolving credit facility USD ($)	Dec. 31, 2013 Faraway Maritime Shipping Company USD ($)	Dec. 31, 2012 Faraway Maritime Shipping Company USD ($)	Dec. 31, 2011 Faraway Maritime Shipping Company USD ($)	Dec. 31, 2013 Faraway Maritime Shipping Company Golar LNG Partners	Dec. 31, 2013 Faraway Maritime Shipping Company CPC Corporation, Taiwan	Dec. 31, 2013 World Shipholding USD ($)		Dec. 31, 2012 World Shipholding USD ($)		Dec. 31, 2011 World Shipholding USD ($)		Dec. 31, 2013 World Shipholding Unsecured debt World Shipholding facility USD ($)	Apr. 30, 2011 World Shipholding Unsecured debt World Shipholding facility USD ($)	Dec. 31, 2013 World Shipholding, loan USD ($)		Dec. 31, 2012 World Shipholding, loan USD ($)		Dec. 31, 2013 Frontline USD ($)		Dec. 31, 2012 Frontline USD ($)		Dec. 31, 2011 Frontline USD ($)		Dec. 31, 2013 Seatankers USD ($)		Dec. 31, 2012 Seatankers USD ($)		Dec. 31, 2011 Seatankers USD ($)		Dec. 31, 2013 Ship Finance USD ($)		Dec. 31, 2012 Ship Finance USD ($)		Dec. 31, 2011 Ship Finance USD ($)		Dec. 31, 2013 Seadrill [Domain] USD ($)	Dec. 31, 2012 Seadrill [Domain] USD ($)	Dec. 31, 2013 Bluewater Gandria USD ($)		Dec. 31, 2012 Bluewater Gandria USD ($)		Dec. 31, 2011 Bluewater Gandria USD ($)		Dec. 31, 2013 Golar Wilhelmsen USD ($)		Dec. 31, 2012 Golar Wilhelmsen USD ($)		Dec. 31, 2011 Golar Wilhelmsen USD ($)		Mar. 28, 2014 Subsequent event Golar LNG Partners USD ($)
Related Party Transaction [Line Items]
Revenue from related parties																															$ 2,569,000	[1]	$ 2,876,000	[1],[2]	$ 1,576,000	[1]	$ 6,701,000	[3]	$ 4,222,000	[2],[3]	$ 4,146,000	[3]
Interest income from related parties																																											0	[4]	11,921,000	[4]	3,085,000	[4]	0	[5]	4,737,000	[2],[5]	0	[5]	1,972,000	[2],[6]	575,000	[2],[6]	0	[2],[6]	0	[7]	829,000	[7]	0	[7]
Net (expenses) income (due to) from related parties		1,500,000																	11,242,000	25,160,000	8,807,000																																																													(976,000)	[8]	(2,961,000)	[8]	(2,302,000)	[8]							49,000	[9]	(325,000)	[9]	(972,000)	[9]	(45,000)	[9]	31,000	[9]	(64,000)	[9]	207,000	[9]	4,000	[9]	190,000	[9]			0	[10]	0	[10]	125,000	[10]	(4,899,000)	[11]	(3,169,000)	[11]	(2,816,000)	[11]
Receivables (payables) from related parties	(50,041,000)	(153,000)																	1,732,000	36,984,000																																			0	[6]	34,953,000	[6]									5,989,000	[12]	2,031,000	[12]	(4,257,000)	[13]	0	[13]																(50,000,000)	[8]	0	[8]	(60,000)		(143,000)				91,000		(12,000)				2,000		2,000				(74,000)	0
Related party transaction, rate																	5.00%					6.75%						6.75%		6.75%
Duration of notice required for contract termination																			120 days
Loan amount																													222,300,000	175,000,000
Final payment amount																													222,300,000
Amount drawn down																						25,000,000								155,000,000
Amount available for draw down																														20,000,000
Duration requirement for final payment																														3 years
Debt instrument, face amount				(35,000,000)																			(227,000,000)	(1,300,000,000)
Maximum borrowing capacity																																																																											20,000,000	20,000,000
Related Party Transaction, Amounts of Transaction																																																																											20,000,000
Payments of dividends	0	32,082,000	12,532,000																0	30,282,000	10,132,000																																																								0	1,800,000	2,400,000
Investments percentage ownership in subsidiaries																																																																																60.00%
Ownership interest percentage																																																																																	40.00%
Percentage ownership in subsidiary															41.40%	65.40%
Proceeds from dividends received	64,198,000	125,000	0																63,700,000	47,300,000	19,100,000
Subsidiary or Equity Method Investee, Drop-Down Amount																																																																																																																														310,000,000
Indemnification under the Omnibus Agreement																			3,300,000
Guarantees issued to Golar Partners	22,369,000	23,265,000																							11,500,000	11,500,000	533,500,000
Environmental Indemnification, deductible amount																			500,000
Environmental indemnification, aggregate cap																			5,000,000
Minimum charter term for rights of first offer																		5 years
Percentage of voting interest acquired													50.00%	50.00%
Purchase consideration - cash													19,500,000	19,500,000
Ownership percentage, equity method investment																																																																																																																								60.00%
Line of Credit Facility, Maximum Borrowing Capacity										120,000,000	250,000,000	145,000,000																																																																													80,000,000
Basis spread on variable rate						3.00%	3.00%	3.50%
Long-term Debt and Due to Related Parties	717,028,000	504,906,000				50,000,000	50,000,000		0																																																																															50,000,000
Description of variable rate basis	LIBOR				LIBOR		LIBOR
Commitment fee percentage							0.75%
Loan interest and commitment fees expense																																																																																		$ 1,000,000		$ 800,000		$ 1,900,000
Debt Instrument, Maturity Date							Sep. 30, 2015																																																																				Apr. 30, 2015

[1] Management and administrative services agreement - On March 30, 2011, Golar Partners entered into a management and administrative services agreement with Golar Management, a wholly-owned subsidiary of ours, pursuant to which Golar Management will provide to Golar Partners certain management and administrative services. The services provided by Golar Management are charged at cost plus a management fee equal to 5% of Golar Management’s costs and expenses incurred in connection with providing these services. Golar Partners may terminate the agreement by providing 120 days written notice.

[2] The net effect to our consolidated statement of operations for the year ended December 31, 2012 was an aggregate income of $1.5 million.

[3] Ship management fees - Golar and certain of its affiliates charged ship management fees to Golar Partners for the provision of technical and commercial management of the vessels. Each of Golar Partners’ vessels is subject to management agreements pursuant to which certain commercial and technical management services are provided by certain affiliates of Golar, including Golar Management and Golar Wilhelmsen AS ("Golar Wilhelmsen"), a partnership that is jointly controlled by Golar and by Wilhelmsen Ship Management (Norway) AS.

[4] Vendor financing loan - Golar Freeze - In October 2011, in connection with the sale of the Golar Freeze, we entered into a financing loan agreement with Golar Partners for an amount of $222.3 million. The facility was unsecured and bore interest at a fixed rate of 6.75% per annum payable quarterly. The loan was non-amortizing with a final balloon payment of $222.3 million due in October 2014. The loan was repaid in October 2012.

[5] Vendor financing loan - NR Satu - In July 2012, in connection with the sale of the NR Satu, we entered into a financing loan agreement with Golar Partners for an amount of $175.0 million. Of this amount, $155.0 million was drawn down in July 2012. A further $20.0 million was available for drawdown until July 2015. The facility was unsecured and bore interest at a fixed rate of 6.75% per annum payable quarterly. The loan was non-amortizing with a final balloon payment for the amount drawn down due within three years from the date of draw down. The loan was repaid in December 2012.

[6] High-yield bonds - In October 2012, Golar Partners completed the issuance of NOK1,300.0 million in senior unsecured bonds that mature in October 2017. The aggregate principal amount of the bonds is equivalent to approximately $227.0 million. Of this amount, approximately $35.0 million, was issued to us.

[7] Golar Energy loan - In January 2012, Golar LNG (Singapore) Pte. Ltd. ("Golar Singapore"), the subsidiary which holds the investment in PTGI, drew down $25.0 million on its loan agreement entered into in December 2011 with Golar Energy. The loan was unsecured, repayable on demand and bore interest at the rate of 6.75% per annum payable on a quarterly basis. In connection with the acquisition of the subsidiaries that own and operate the NR Satu, all amounts payable to Golar Energy by the subsidiaries acquired by Golar Partners, including Golar Singapore, were extinguished.

[8] World Shipholding revolving credit facility - In April 2011, we entered into an $80.0 million revolving credit facility with a company related to our major shareholder, World Shipholding. In January, February and May of 2012, the revolving credit facility was amended to $145.0 million, $250.0 million and $120.0 million, respectively, without any further changes to the original terms of the facility. In July 2012, the facility was repaid in full with the proceeds received from the sale of the companies that own and operate the NR Satu to Golar Partners. In May 2013, the margin on the facility was amended from 3.5% to 3.0%. As of December 31, 2013, we had $50.0 million of borrowings under this facility. The facility is unsecured and bears interest at LIBOR plus 3.0% together with a commitment fee of 0.75% on any undrawn portion of the credit facility. For each of the years ended December 31, 2013, 2012 and 2011, included within net expenses due to World Shipholding, include loan interest and commitment fees of $1.0 million, $0.8 million, and $1.9 million respectively.

[9] Net expense/income from Frontline, Seatankers and Ship Finance comprise fees for management support, corporate and insurance administrative services, net of income from supplier rebates and income from the provision of serviced offices and facilities. Receivables and payables with related parties comprise primarily of unpaid management fees, advisory and administrative services. In addition, certain receivables and payables arise when we pay an invoice on behalf of a related party and vice versa. Receivables and payables are generally settled quarterly in arrears.

[10] Bluewater Gandria - In January 2012, we acquired the remaining 50% in our joint venture, Bluewater Gandria, which owns the vessel, the Gandria, for a total consideration of $19.5 million. As a result of this transaction, Bluewater Gandria is now our wholly-owned subsidiary. Refer to note 7 for further details of the acquisition. The charges to Bluewater for the year ended December 31, 2011 related to agency fees.

[11] As of December 31, 2013, we held a 60% ownership interest in Golar Wilhelmsen, which we account for using the equity method (see note 14). Golar Wilhelmsen recharges management fees in relation to provision of technical and ship management services.

[12] Trading balances - Receivables and payables with Golar Partners and its subsidiaries are comprised primarily of unpaid management fees, advisory and administrative services. In addition, certain receivables and payables arise when we pay an invoice on behalf of a related party and vice versa. Receivables and payables are generally settled quarterly in arrears. Trading balances due from Golar Partners and its subsidiaries are unsecured, interest-free and intended to be settled in the ordinary course of business. They primarily relate to recharges for trading expenses paid on behalf of Golar Partners, including ship management and administrative service fees due to us.

[13] Methane Princess Lease security deposit movements - This represents net advances from Golar Partners since its IPO, which correspond with the net release of funds from the security deposits held relating to the Methane Princess Lease. This is in connection with the Methane Princess tax lease indemnity provided to Golar Partners under the Omnibus Agreement (see below). Accordingly, these amounts will be settled as part of the eventual termination of the Methane Princess Lease.

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SEGMENTAL INFORMATION

12 Months Ended

Dec. 31, 2013

Segment Reporting [Abstract]

SEGMENTAL INFORMATION

8. SEGMENTAL INFORMATION

We own and operate LNG carriers and operate FSRUs and provide these services under time charters under varying periods, and trades in physical and future LNG contracts. Our reportable segments consist of the primary services it provides. Although our segments are generally influenced by the same economic factors, each represents a distinct product in the LNG industry. There have not been any intersegment sales during the periods presented. Segment results are evaluated based on net income. The accounting principles for the segments are the same as for our consolidated financial statements. Indirect general and administrative expenses are allocated to each segment based on estimated use.

The split of the organization of the business into two segments was based on differences in management structure and reporting, economic characteristics, customer base, asset class and contract structure. As of December 31, 2013, we operate in the following two segments:

• Vessel Operations – We own and subsequently charter out LNG carriers on fixed terms to customers.

• LNG Trading – Provides physical and financial risk management in LNG and gas markets for its customers around the world. Activities include structured services to outside customers, arbitrage service as well as proprietary trading.

The LNG trading operations meets the definition of an operating segment as the business is a financial trading business and its financial results are reported directly to the chief operating decision maker. The LNG trading segment is a distinguishable component of the business from which we earn revenues and incur expenses and whose operating results are regularly reviewed by the chief operating decision maker, and which is subject to risks and rewards different from the vessel operations segment.

(in thousands of $)	2013						2012						2011
	Vessel operations		LNG Trading		Total		Vessel operations		LNG Trading		Total		Vessel operations		LNG Trading		Total
Time charter revenues	90,558		—		90,558		409,593		—		409,593		299,848		—		299,848
Vessel and other management fees	9,270		—		9,270		752		—		752		—		—		—
Vessel and voyage operating expenses	(58,009	)	—		(58,009	)	(96,525	)	—		(96,525	)	(68,914	)	—		(68,914	)
Administrative expenses	(22,816	)	(136	)	(22,952	)	(23,973	)	(1,040	)	(25,013	)	(26,988	)	(6,691	)	(33,679	)
Impairment of long-term assets	(500	)	—		(500	)	(500	)	—		(500	)	(500	)	—		(500	)
Depreciation and amortization	(36,562	)	(309	)	(36,871	)	(85,187	)	(337	)	(85,524	)	(69,814	)	(472	)	(70,286	)
Other operating gains and losses	—		—		—		—		(27	)	(27	)	—		(5,438	)	(5,438	)
Gain on disposal of Golar Maria  (including amortization of deferred gain)	65,619		—		65,619		—		—		—		—		—		—
Operating income (loss)	47,560		(445	)	47,115		204,160		(1,404	)	202,756		133,632		(12,601	)	121,031
Other non-operating income (loss)	27,605		—		27,605		858,080		(151	)	857,929		541		—		541
Net financial income (expenses)	41,768		—		41,768		(42,864	)	(4	)	(42,868	)	(52,593	)	(509	)	(53,102	)
Income taxes	3,404		—		3,404		(2,765	)	—		(2,765	)	1,705		—		1,705
Equity in net earnings (losses) of affiliates	15,821		—		15,821		(609	)	—		(609	)	(1,900	)	—		(1,900	)
Net income (loss)	136,158		(445	)	135,713		1,016,002		(1,559	)	1,014,443		81,385		(13,110	)	68,275
Non-controlling interests	—		—		—		(43,140	)	—		(43,140	)	(21,625	)	—		(21,625	)
Net income attributable to Golar LNG Ltd	136,158		(445	)	135,713		972,862		(1,559	)	971,303		59,760		(13,110	)	46,650
Total assets	2,664,953		268		2,665,221		2,413,564		835		2,414,399		2,230,006		2,628		2,232,634
Investment in affiliates	350,918		—		350,918		367,656		—		367,656		22,529		—		22,529
Capital Expenditures	734,155		—		734,155		342,987		—		342,987		289,182		—		289,182

Revenues from external customers

During December 31, 2013, our vessels operated under time charters with four main charterers: Gdf Suez, a major Japanese trading company, Eni S.p.A and the BG Group. Prior to the deconsolidation of Golar Partners in December 2012, during December 31, 2012 and 2011, the vast majority of our vessel operations operated under time charters with seven main charterers: Petrobras, Dubai Supply Authority, Pertamina, Qatar Gas Transport Company, BG Group plc, Shell and PT Nusantara Regas. Gdf Suez is a power, natural gas and energy services company headquartered in France. Eni S.pA is an Italian integrated energy company. Petrobras is a Brazilian energy company.  Dubai Supply Authority is a government entity which is the sole supplier of natural gas to the Emirates. Pertamina is the state-owned oil and gas company of Indonesia. Qatar Gas Transport Company is a Qatari-listed shipping company established by the State of Qatar.  Both BG Group Plc and Shell are headquartered in the United Kingdom. PT Nusantara Regas is a joint venture company of Pertamina and Perusahaan Gas Negara, an Indonesian company engaged in the transport and distribution of natural gas in Indonesia.

In time charters, the charterer, not the Company, controls the choice of which routes our vessel will serve. These routes can be worldwide as determined by the charterers, except for the FSRUs, which operate at specific locations where the charterers are based.  Accordingly, our management, including the chief operating decision maker, do not evaluate our performance either according to customer or geographical region.

In the years ended December 31, 2013, 2012 and 2011, revenues from the following customers accounted for over 10% of our consolidated time charter revenues:

(in thousands of $)	2013			2012			2011
Gdf Suez Gas	10,015	11	%	22,326	5	%	4,931	2	%
Major Japanese trading Company	47,744	53	%	38,992	9	%	—	—	%
Eni Spa	8,912	10	%	2,480	1	%	—	—	%
Petrobras*	—	—	%	90,321	22	%	93,741	31	%
Dubai Supply Authority*	—	—	%	45,951	11	%	47,054	16	%
Pertamina*	—	—	%	35,455	9	%	37,829	13	%
Qatar Gas Transport Company*	—	—	%	23,006	6	%	35,461	12	%
BG Group plc*	13,114	14	%	96,179	23	%	25,101	8	%
PT Nusantara Regas*	—	—	%	38,789	9	%	—	—

Geographical segment data

The following geographical data presents our revenues with respect only to our FSRUs, operating under long-term charters, at specific locations. LNG vessels operate on a worldwide basis and are not restricted to specific locations.

Revenues (in thousands of $)	2013	2012	2011
Brazil*	—	90,321	93,741
United Arab Emirates*	—	45,951	47,054
Indonesia*	—	38,789	—

* A substantial portion of these revenues for the years ended December 31, 2012 and 2011 pertain to vessels owned by Golar Partners and its subsidiaries which were deconsolidated from December 13, 2012.

We have not presented geographical data of our fixed assets, as we did not own any FSRUs as of December 31, 2013 and 2012.

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COST METHOD INVESTMENTS (Tables)

12 Months Ended

Dec. 31, 2013

Cost Method Investments Disclosure [Abstract]

Schedule of Cost Method Investments

(in thousands of $)	2013	2012
Golar Partners	196,825	191,177
OLT Offshore LNG Toscana S.p.A ("OLT–O")	7,347	7,347
	204,172	198,524

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OTHER LONG-TERM LIABILITIES (Details) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012
Other long-term liabilities:
Deferred Revenue	$ 16,660	$ 0
Tax benefits on intra-group transfers of long-term assets	5,204	9,022
Pension obligations	35,645	40,097
Guarantees issued to Golar Partners	22,369	23,265
Other	4,388	131
Other long-term liabilities	$ 84,266	$ 72,515

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DECONSOLIDATION OF GOLAR PARTNERS - Gain on Loss of Control Related to Remeasurement (Details) (Golar LNG Partners, USD $) In Thousands, unless otherwise specified	Dec. 13, 2012
Golar LNG Partners
Deconsolidation:
Investments, ownership percentage	32.60%
Fair value of investment in Golar Partners	$ 900,926	[1]

[1] Fair value of investment in Golar PartnersOur residual interest in Golar Partners as of December 13, 2012 comprised of the following:(in thousands of $)As of December 13, 2012Common units (i) 346,950General Partner units and Incentive Distribution Rights ("IDRs") (ii) 191,177Subordinated units (iii) 362,799 900,926As of December 31, 2013, the carrying value of our total investment in Golar Partners is $809.0 million (2012: $906.1 million).(i) Common units (available-for-sale securities)As of December 13, 2012, we held 11.8 million common units representing 32.6% of the common units in issue, as a class. Our holding in the voting common units of Golar Partners have been accounted for under the guidance for available-for-sale securities on the basis that during the subordination period the common units have preferential dividend and liquidation rights. Accordingly, these securities are carried at fair value and any unrealized gains and losses on these securities are reflected directly in equity unless a gain is realized upon sale of these units or an unrealized loss is considered "other-than-temporary", in which case it is transferred to the statement of operations. Dividends received from its common units in Golar Partners during the subordination period will be recorded in the consolidated statement of operations in the line item "Dividend income".(ii) General Partner units and IDRsOur 2% general partner interest and 100% of the incentive distribution rights (IDRs) in Golar Partners have been accounted for as cost-method investments on the basis that the general partner interests have preferential liquidation and dividend rights during the subordination period. Our interest in the general partner units have been recorded at their fair value as of December 13, 2012, based on the share price of the publicly traded common units of Golar Partners but adjusted for restrictions over their transferability and reduction in voting rights. The fair value of the IDRs as of December 13, 2012 was determined using a Monte Carlo simulation method. This simulation was performed within the Black Scholes option pricing model then solved via an iterative process by applying the Newton-Raphson method for the fair value of the IDRs, such that the price of a unit output by the Monte Carlo simulation equalled the price observed in the market. The method took into account the historical volatility, dividend yield as well as the share price of the units as of the deconsolidation date.(iii) Subordinated unitsAs of December 13, 2012, we held 15.9 million units representing 100% of the subordinated units. Our holding in the subordinated units of Golar Partners have been accounted for under the equity method on the basis that the subordinated units are considered to be, in-substance, common stock for accounting purposes. The fair value on December 13, 2012, was determined based on the quoted market price of the listed common units as of the deconsolidation date but discounted principally for their non-tradability and subordinated dividend and liquidation rights during the subordination period. The subordination period will end on the satisfaction of various tests as prescribed in the Partnership Agreement, but will not end before March 31, 2016, except with our removal as the general partner. Upon the expiration of the subordination period, the subordinated units will convert into common units subject to passing certain conditions.

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ACCRUED EXPENSES (Tables)

12 Months Ended

Dec. 31, 2013

Payables and Accruals [Abstract]

Components of accrued expenses

(in thousands of $)	2013	2012
Vessel operating and drydocking expenses	6,890	8,248
Administrative expenses	6,105	8,070
Interest expense	9,792	3,094
Provision for taxes	—	1,001
	22,787	20,413

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INVESTMENTS IN AFFILIATES - Carrying Amount (Details) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2013 Golar LNG Partners	Dec. 31, 2012 Golar LNG Partners	Dec. 13, 2012 Golar LNG Partners		Dec. 31, 2013 Egyptian Company for Gas Services S.A.E	Dec. 31, 2012 Egyptian Company for Gas Services S.A.E	Dec. 31, 2013 Golar Wilhelmsen Management AS	Dec. 31, 2012 Golar Wilhelmsen Management AS
Equity method investments:
Equity in net assets of non-consolidated investees	$ 350,918	$ 367,656	$ 22,529	$ 344,858	$ 362,064	$ 362,799	[1]	$ 5,782	$ 5,592	$ 278	$ 0

[1] Subordinated unitsAs of December 13, 2012, we held 15.9 million units representing 100% of the subordinated units. Our holding in the subordinated units of Golar Partners have been accounted for under the equity method on the basis that the subordinated units are considered to be, in-substance, common stock for accounting purposes. The fair value on December 13, 2012, was determined based on the quoted market price of the listed common units as of the deconsolidation date but discounted principally for their non-tradability and subordinated dividend and liquidation rights during the subordination period. The subordination period will end on the satisfaction of various tests as prescribed in the Partnership Agreement, but will not end before March 31, 2016, except with our removal as the general partner. Upon the expiration of the subordination period, the subordinated units will convert into common units subject to passing certain conditions.

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INVESTMENTS IN AVAILABLE-FOR-SALE SECURITIES (Tables)

12 Months Ended

Dec. 31, 2013

Investments, Debt and Equity Securities [Abstract]

Investments in available-for-sale securities

(in thousands of $)	2013	2012
Golar Partners (see note 5)	267,352	352,861
GasLog	—	173
	267,352	353,034

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BUSINESS ACQUISITION (Details) (USD $)	0 Months Ended	12 Months Ended
	Jan. 18, 2012 Bluewater Gandria	Dec. 31, 2012 Bluewater Gandria	Dec. 31, 2012 Bluewater Gandria	Dec. 31, 2011 Bluewater Gandria
Business acquisition:
Percentage of voting interest acquired	50.00%	50.00%	50.00%
Purchase consideration - cash	$ 19,500,000		$ 19,500,000
Previously held equity interest	50.00%
Revenue from acquisition		0
Net loss from acquisition		14,600,000
Pro forma revenue			0
Pro forma net loss			15,300,000
Equity method investment, net loss				$ 700,000

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EQUITY OFFERINGS/TRANSACTIONS WITH LISTED SUBSIDIARIES (Details) (USD $)	1 Months Ended												3 Months Ended	1 Months Ended
	Dec. 31, 2013 Golar LNG Partners		Jan. 31, 2013 Golar LNG Partners		Nov. 30, 2012 Golar LNG Partners		Jul. 31, 2012 Golar LNG Partners		Apr. 30, 2011 Golar LNG Partners		Jun. 30, 2011 Golar LNG Energy Limited	May 31, 2011 Golar LNG Energy Limited	Jun. 30, 2011 Golar LNG Energy Limited	Aug. 31, 2009 Golar LNG Energy Limited Private placement	Dec. 31, 2013 Retained investment in subsidiary Golar LNG Partners Golar Maria	Feb. 07, 2013 Retained investment in subsidiary Golar LNG Partners Golar Maria	Dec. 31, 2012 Retained investment in subsidiary Golar LNG Partners Golar Grand	Nov. 08, 2012 Retained investment in subsidiary Golar LNG Partners Golar Grand	Dec. 31, 2012 Retained investment in subsidiary Golar LNG Partners NR Satu	Jul. 19, 2012 Retained investment in subsidiary Golar LNG Partners NR Satu	Dec. 31, 2011 Retained investment in subsidiary Golar LNG Partners Golar Freeze	Oct. 19, 2011 Retained investment in subsidiary Golar LNG Partners Golar Freeze
Equity offerings of subsidiaries:
Number of Common Units Issued by Golar LNG Partners	5,100,000	[1]	3,900,000	[1]	4,300,000	[1]	6,325,000	[1]	13,800,000	[1]
Number of Common Units Issued to the Company	0		416,947		1,524,590		969,305		9,327,254				92,300,000
Offering Price (USD per share)	$ 29.10		$ 29.74		$ 30.50		$ 30.95		$ 22.50					$ 2
Gross Proceeds From Issuance Of Common Units	$ 148,410,000	[2]	$ 115,986,000	[2]	$ 131,150,000	[2]	$ 188,485,000	[2]	$ 310,500,000	[2]
Net Proceeds From Issuance Of Common Units	147,313,000		115,224,000		129,981,000		187,138,000		287,795,000
Company's Ownership in Golar Partners after the Offering	41.40%	[3]	50.90%	[3]	54.10%	[3]	57.50%	[3]	65.40%	[3]				68.00%
Sales price															127,900,000	127,900,000	176,800,000	176,800,000	388,000,000	388,000,000	231,300,000	231,300,000
Less: Net assets transferred															(45,600,000)	(45,630,000)	(43,100,000)		(255,700,000)		(65,500,000)
Excess of sales price over net assets transferred															82,300,000	82,270,000	133,700,000		132,300,000		165,800,000
Additions to Golar's stockholders' equity and noncontrolling interest															0		88,300,000		85,800,000		96,700,000
New issues (in shares)														59,800,000
Percentage ownership transferred																						100.00%
Significant Acquisitions and Disposals, Acquisition Costs or Sale Proceeds, Purchase Consideration																215,000,000		265,000,000		385,000,000		330,000,000
Significant Acquisitions and Disposals, Acquisition Costs or Sale Proceeds, Working Capital Adjustment																5,500,000		2,600,000		3,000,000		9,000,000
Swap Liability Assumed																3,100,000
Significant Acquisitions and Disposals, Acquisition Costs or Sale Proceeds, Debt Assumed																89,500,000						108,000,000
Vendor financing amount																				(155,000,000)		(222,300,000)
Equity offering financing amount																				(230,000,000)
Capital lease obligation assumed																		90,800,000
Assets transferred to subsidiary:
Net proceeds received from private placement														115,400,000
Acquisition of ownership interests:
Cumulative percentage of ownership transferred													38.90%
Percentage ownership after transaction													100.00%
Number of shares of subsidiary exchanged for parent company shares													70,300,000
Percentage of shares issued in exchange for parent company shares													76.00%
Shares exchanged for parent company shares, rate of exchange (in shares per share)													6.06
Increase (decrease) in stockholders' equity due to acquisition of subsidiary													11,600,000
Premium on sale													340,000,000
Price per share, parent company													$ 30.30
Price per share													$ 5
Increase (decrease) in noncontrolling interest													129,400,000
Change in additional paid in capital													$ 336,200,000
Subsidiary stock options exchanged for parent company stock options											5,400,000	5,400,000

[1] Pertains to common units issued by Golar Partners to the public.

[2] Gross and net proceeds from Golar Partners' public offering (excluding proceeds received from Golar's participation in the concurrent private placement).

[3] Includes our general partner interest in Golar Partners.

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DEBT

12 Months Ended

Dec. 31, 2013

Debt Disclosure [Abstract]

DEBT

26. DEBT

(in thousands of $)	2013		2012
Total long-term debt due to third parties	667,028		504,906
Total long-term debt due to related parties	50,000		—
Total long-term debt (including related parties)	717,028		504,906
Less: current portion of long-term debt due to third parties and related parties	(30,784	)	(14,400	)
Long-term debt (including related parties)	686,244		490,506

The outstanding debt as of December 31, 2013 is repayable as follows:

Year ending December 31,
(in thousands of $)
2014	30,784
2015	161,993
2016	25,763
2017	94,563
2018	284,395
2019 and thereafter	119,530
Total	717,028

Our debt is denominated in U.S. dollars and bears floating interest rates.  The weighted average interest rate for the years ended December 31, 2013 and 2012 was 3.45% and 3.97%, respectively.

As of December 31, 2013 and 2012, the margins we pay under our loan agreements (excluding our convertible bonds which do not have a margin) are over and above LIBOR at a fixed or floating rate range from to 0.70% to 3.0% and 0.70% to 0.95%, respectively.

At December 31, 2013 and 2012, our debt was as follows:

(in thousands of $)	2013	2012	Maturity date
World Shipholding revolving credit facility (a related party)	50,000	—	2015
Golar Maria facility	—	89,525	2014
Golar Arctic facility	91,250	96,250	2015
Golar Viking facility	86,400	90,800	2017
Convertible bonds	233,020	228,331	2017
$1.125 billion facility:
- Golar Seal facility	127,935	—	2018/2025*
- Golar Celsius facility	128,423	—	2018/2025*
	717,028	504,906

*The commercial loan facility matures in 2018 and the term loan tranches mature in 2025.

World Shipholding revolving credit facility (a related party)

In April 2011, we entered into an $80.0 million revolving credit facility with a company related to our major shareholder, World Shipholding. In January 2012, February 2012 and May 2012, the revolving credit facility was amended to $145.0 million, $250.0 million and $120.0 million, respectively without any further changes to the original terms of the facility. In July 2012, the facility was repaid in full with the proceeds received from the sale of the companies that own and operate the NR Satu to Golar Partners. In May 2013, the margin on the facility was amended from 3.5% to 3.0%. As of December 31, 2013, we had $50.0 million of borrowings under this facility. The facility is unsecured and bears interest at LIBOR plus 3.0% together with a commitment fee of 0.75% on any undrawn portion of the credit facility. The facility is available until September 2015, when all amounts must be repaid.

Golar Maria facility

In April 2006, we entered into a $120.0 million secured loan facility with a bank for the purpose of financing the Golar Maria.  The facility bears floating interest rate of LIBOR plus a margin of 0.95% and is repayable in quarterly installments and had an initial term of five years.  In March 2008, the facility was restructured to lower the margin and to extend the term of the facility to December 2014. In February 2013, in connection with the sale of our equity interest in the company that owns and operates the Golar Maria, Golar Partners assumed liability for this facility, the balance of which was $89.5 million on the transaction date (see note 6).

Golar Arctic facility

In January 2008, we entered into a secured loan facility for an amount of $120.0 million, for the purpose of financing the purchase of the Golar Arctic, which we refer to as the Golar Arctic facility.  The facility bears interest at LIBOR plus a margin and is repayable in quarterly installments over a term of seven years with a final balloon payment of $86.3 million due in January 2015.

Golar Viking

In January 2005, we entered into a $120.0 million secured loan facility with a bank for the purpose of financing the newbuilding, the Golar Viking.  This facility was refinanced in August 2007 for an amount of $120.0 million.

The structure of the Golar Viking facility is such that the bank loaned funds of $120 million to Golar, which we then re-loaned to a newly created entity of the bank, ("Investor Bank").  With the proceeds, Investor Bank then subscribed for preference shares in a Golar group company.  Another Golar company issued a put option in respect of the preference shares.  The effect of these transactions is that Investor Bank is required to pay fixed interest to us.  The interest payments to us by Investor Bank are contingent upon receipt of these preference dividends.  In the event these dividends are not paid, the preference dividends will accumulate until such time as there are sufficient cash proceeds to settle all outstanding arrearages.  Applying ASC 810 to this arrangement, we have concluded that we are the primary beneficiary of Investor Bank and accordingly have consolidated it into our group.  At December 31, 2013, the Consolidated Balance Sheet and Consolidated Statement of Operations includes Investor Bank's net assets of $nil and net income of $nil, respectively, due to elimination on consolidation, of accounts and transactions arising between us and the Investor Bank.

The Golar Viking facility accrues floating interest at a rate of LIBOR plus a margin of 0.70%.  The loan has a term of 10 years and is repayable in quarterly installments with a final balloon payment of $71.0 million due in August 2017.  The loan is secured by a mortgage on this vessel.

Convertible Bonds

In March 2012, we completed a private placement offering for convertible bonds, for gross proceeds of $250.0 million. Accordingly, on inception we recognized a liability of $221.9 million and an equity portion of $25.0 million. The liability component is recorded at its present value (discounted using an equivalent borrowing rate which does not include the conversion option) and the accretion from its initial discounted value to par. The equity component is valued as the residual of par less the liability value. The impact of this treatment over the life of the instrument is to increase the interest charge to a "normalized" interest rate as the discount on the liability unwinds over the period to settlement. The secured convertible bonds mature in March 2017 when the holder may convert the bonds into our common shares or redeem at 100% of the principal amount. The convertible bonds have an annual coupon rate of 3.75% which is payable quarterly in arrears and have a conversion price of $55.0. We declared dividends of $1.35 and $1.60 for the years ended December 31, 2013 and 2012, respectively. The conversion price was adjusted from $52.29 to $50.28 effective on December 4, 2013.

We have a right to redeem the bonds at par plus accrued interest, provided that 90% or more of the bonds issued shall have been redeemed or converted to shares. Accordingly, if the bonds were converted, 4,972,155 shares would be issued if the bonds were converted at the conversion price of $50.28 as at December 31, 2013.

The bond may be converted to our ordinary shares by the holders at any time starting on the forty-first business day of the issuance until the tenth business day prior to March 7, 2017.

$1.125 billion facility

In July 2013, we entered into a $1.125 billion facility to fund eight of our newbuildings. The facility bears interest at LIBOR plus a margin. The facility is divided into three tranches, with the following general terms:

Tranche	Amount	Proportion of facility	Term of loan from date of drawdown	Repayment terms
K-Sure	$449.0 million	40%	12 years	Six-monthly installments
KEXIM	$450.0 million	40%	12 years	Six-monthly installments
Commercial	$226.0 million	20%	5 years	Six-monthly installments, unpaid balance to be refinanced after 5 years

The K-Sure Tranche, is funded by a consortium of lenders of which 95% is guaranteed by a Korean Trade Insurance Corporation (or K-Sure) policy; the KEXIM tranche is funded by the Export Import Bank of Korea (or KEXIM). Repayments under the K-Sure and KEXIM tranches are due semi-annually with a 12 year repayment profile. The commercial tranche is funded by a syndicate of banks and is for a term of five years from date of drawdown with a final balloon payment of $131.0 million depending on drawdown dates on certain vessels. In the event the commercial tranche is not refinanced prior to the end of the five years, KEXIM has an option to demand repayment of the balance outstanding under the KEXIM tranche.

The facility is further divided into vessel-specific tranches dependent upon delivery and drawdown, with each borrower being the subsidiary owning the respective vessel. Upon delivery of a newbuild, we have the ability to drawdown on the facility. On drawdown, the vessel will become secured against the facility.  We drew down a total of $256.3 million in connection with the delivery of the Golar Seal and the Golar Celsius in October 2013. Accordingly, as of December 31, 2013, the remaining balance available to drawdown is $868.7 million in respect of the remaining six newbuilds yet to be delivered. A commitment fee is chargeable on any undrawn portion of this facility.

Debt restrictions

Certain of our debt are collateralized by ship mortgages and, in the case of some debt, pledges of shares by each guarantor subsidiary.  The existing financing agreements impose operating and financing restrictions which may significantly limit or prohibit, among other things, our ability to incur additional indebtedness, create liens, sell capital shares of subsidiaries, make certain investments, engage in mergers and acquisitions, purchase and sell vessels, enter into time or consecutive voyage charters or pay dividends without the consent of the lenders.  In addition, lenders may accelerate the maturity of indebtedness under financing agreements and foreclose upon the collateral securing the indebtedness upon the occurrence of certain events of default, including a failure to comply with any of the covenants contained in the financing agreements.  Many of our debt agreements contain certain covenants, which require compliance with certain financial ratios. Such ratios include equity ratio covenants and minimum free cash restrictions.  With regards to cash restrictions, we have covenanted to retain at least $25.0 million of cash and cash equivalents on a consolidated group basis. In addition, there are cross default provisions in most of our and Golar Partners loan and lease agreements. 

In April 2013, Golar Partners received waivers relating to the requirement under the Golar LNG Partners credit facility and the Golar Freeze facility relating to change of control over the Partnership. Following the grant of such waivers, in order to permanently resolve this issue, the loan facilities affected by the loss of control which contained the change of control provisions were amended in June 2013. As of December 31, 2013, Golar Partners was in compliance with all covenants.

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SEGMENTAL INFORMATION (Tables)

12 Months Ended

Dec. 31, 2013

Segment Reporting [Abstract]

Segment reporting information

(in thousands of $)	2013						2012						2011
	Vessel operations		LNG Trading		Total		Vessel operations		LNG Trading		Total		Vessel operations		LNG Trading		Total
Time charter revenues	90,558		—		90,558		409,593		—		409,593		299,848		—		299,848
Vessel and other management fees	9,270		—		9,270		752		—		752		—		—		—
Vessel and voyage operating expenses	(58,009	)	—		(58,009	)	(96,525	)	—		(96,525	)	(68,914	)	—		(68,914	)
Administrative expenses	(22,816	)	(136	)	(22,952	)	(23,973	)	(1,040	)	(25,013	)	(26,988	)	(6,691	)	(33,679	)
Impairment of long-term assets	(500	)	—		(500	)	(500	)	—		(500	)	(500	)	—		(500	)
Depreciation and amortization	(36,562	)	(309	)	(36,871	)	(85,187	)	(337	)	(85,524	)	(69,814	)	(472	)	(70,286	)
Other operating gains and losses	—		—		—		—		(27	)	(27	)	—		(5,438	)	(5,438	)
Gain on disposal of Golar Maria  (including amortization of deferred gain)	65,619		—		65,619		—		—		—		—		—		—
Operating income (loss)	47,560		(445	)	47,115		204,160		(1,404	)	202,756		133,632		(12,601	)	121,031
Other non-operating income (loss)	27,605		—		27,605		858,080		(151	)	857,929		541		—		541
Net financial income (expenses)	41,768		—		41,768		(42,864	)	(4	)	(42,868	)	(52,593	)	(509	)	(53,102	)
Income taxes	3,404		—		3,404		(2,765	)	—		(2,765	)	1,705		—		1,705
Equity in net earnings (losses) of affiliates	15,821		—		15,821		(609	)	—		(609	)	(1,900	)	—		(1,900	)
Net income (loss)	136,158		(445	)	135,713		1,016,002		(1,559	)	1,014,443		81,385		(13,110	)	68,275
Non-controlling interests	—		—		—		(43,140	)	—		(43,140	)	(21,625	)	—		(21,625	)
Net income attributable to Golar LNG Ltd	136,158		(445	)	135,713		972,862		(1,559	)	971,303		59,760		(13,110	)	46,650
Total assets	2,664,953		268		2,665,221		2,413,564		835		2,414,399		2,230,006		2,628		2,232,634
Investment in affiliates	350,918		—		350,918		367,656		—		367,656		22,529		—		22,529
Capital Expenditures	734,155		—		734,155		342,987		—		342,987		289,182		—		289,182

Revenue by major customer

In the years ended December 31, 2013, 2012 and 2011, revenues from the following customers accounted for over 10% of our consolidated time charter revenues:

(in thousands of $)	2013			2012			2011
Gdf Suez Gas	10,015	11	%	22,326	5	%	4,931	2	%
Major Japanese trading Company	47,744	53	%	38,992	9	%	—	—	%
Eni Spa	8,912	10	%	2,480	1	%	—	—	%
Petrobras*	—	—	%	90,321	22	%	93,741	31	%
Dubai Supply Authority*	—	—	%	45,951	11	%	47,054	16	%
Pertamina*	—	—	%	35,455	9	%	37,829	13	%
Qatar Gas Transport Company*	—	—	%	23,006	6	%	35,461	12	%
BG Group plc*	13,114	14	%	96,179	23	%	25,101	8	%
PT Nusantara Regas*	—	—	%	38,789	9	%	—	—

Revenues and fixed assets with respect to geographical area

The following geographical data presents our revenues with respect only to our FSRUs, operating under long-term charters, at specific locations. LNG vessels operate on a worldwide basis and are not restricted to specific locations.

Revenues (in thousands of $)	2013	2012	2011
Brazil*	—	90,321	93,741
United Arab Emirates*	—	45,951	47,054
Indonesia*	—	38,789	—

* A substantial portion of these revenues for the years ended December 31, 2012 and 2011 pertain to vessels owned by Golar Partners and its subsidiaries which were deconsolidated from December 13, 2012.

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OPERATING LEASES

12 Months Ended

Dec. 31, 2013

Leases [Abstract]

OPERATING LEASES

13. OPERATING LEASES

Rental income

The minimum contractual future revenues to be received on time charters in respect of vessels owned and operated as of December 31, 2013, were as follows:

Year ending December 31,	Total
(in thousands of $)
2014	50,188
2015	11,413
Total	61,601

The cost and accumulated depreciation of vessels leased to third parties at December 31, 2013 and 2012 were $190.4 million and $29.3 million, and $620.0 million and $141.2 million, respectively.

Rental expense

We are committed to making rental payments under operating leases for office premises.  The future minimum rental payments under our non-cancellable operating leases are as follows:

Year ending December 31,	Total
(in thousands of $)
2014	374
2015	381
2016	381
2017	381
2018	256
Total minimum lease payments	1,773

Total rental expense for operating leases was $0.7 million, $0.7 million and $1.0 million for the years ended December 31, 2013, 2012 and 2011, respectively.

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ACCRUED EXPENSES (Details) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012
Payables and Accruals [Abstract]
Vessel operating and drydocking expenses	$ 6,890	$ 8,248
Administrative expenses	6,105	8,070
Interest expense	9,792	3,094
Provision for taxes	0	1,001
Accrued expenses	$ 22,787	$ 20,413

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VESSELS AND EQUIPMENT, NET

12 Months Ended

Dec. 31, 2013

Property, Plant and Equipment [Abstract]

VESSELS AND EQUIPMENT, NET

18. VESSELS AND EQUIPMENT, NET

(in thousands of $)	2013		2012
Cost	1,043,439		771,945
Accumulated depreciation	(231,724	)	(198,330	)
Net book value	811,715		573,615

As at December 31, 2013, we owned seven (2012: six) vessels. The increase in vessels and equipment is due to the delivery of two newbuildings in October 2013, partially offset by the sale of the Golar Maria to Golar Partners in February 2013.

Drydocking costs of $33.1 million and $34.2 million are included in the cost amounts above as of December 31, 2013 and 2012, respectively.  Accumulated amortization of those costs as of December 31, 2013 and 2012 were $18.9 million and $12.9 million, respectively.

Depreciation and amortization expense for each of the years ended December 31, 2013, 2012 and 2011 was $36.9 million, $70.3 million and $54.3 million, respectively.

As at December 31, 2013 and 2012, included in the above amounts is office equipment with a net book value of $1.7 million and $1.8 million, respectively.

As at December 31, 2013 and 2012, vessels with a net book value of $700.7 million and $432.9 million, respectively, were pledged as security for certain debt facilities (see note 35).

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SEGMENTAL INFORMATION - Geographical Segment Data (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012		Dec. 31, 2011
Geographical segment data:
Revenues (in thousands of $)	$ 99,828	$ 410,345		$ 299,848
Brazil
Geographical segment data:
Revenues (in thousands of $)	0	90,321	[1]	93,741	[1]
United Arab Emirates
Geographical segment data:
Revenues (in thousands of $)	0	45,951	[1]	47,054	[1]
Indonesia
Geographical segment data:
Revenues (in thousands of $)	$ 0	$ 38,789	[1]	$ 0	[1]

[1] A substantial portion of these revenues for the years ended December 31, 2012 and 2011 pertain to vessels owned by Golar Partners and its subsidiaries which were deconsolidated from December 13, 2012.

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DISPOSAL OF A SUBSIDIARY (Tables)

12 Months Ended

Dec. 31, 2013

Business acquisition:

Schedule of Disposal Groups, Including Discontinued Operations, Income Statement, Balance Sheet and Additional Disclosures [Table Text Block]

In February 2013, we sold our interest in the company that owns and operates the Golar Maria to Golar Partners.

(in thousands of $)	Golar Maria
Cash consideration received (1)	127,900
Carrying value of the assets sold to Golar Partners	(45,630	)
Gain on disposal	82,270
Deferred gain on sale (note 27)	(17,114	)
Gain recognized on sale of Golar Maria	65,156

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INVESTMENTS IN AFFILIATES - Summarized Financial Information (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012
Golar Wilhelmsen
Balance Sheet
Current assets	$ 4,422	$ 7,690
Non-current assets	6	0
Current liabilities	3,312	7,667
Non-current liabilities	400	0
Non-controlling interest	0	0
Income statement
Revenue	5,957	4,245
Net (loss) income	695	(494)
ECGS
Balance Sheet
Current assets	38,365	31,853
Non-current assets	156	1,368
Current liabilities	25,934	20,859
Non-current liabilities	1,183	1,183
Non-controlling interest	0	0
Income statement
Revenue	75,309	61,769
Net (loss) income	1,318	849
Golar LNG Partners
Balance Sheet
Current assets	136,379	107,370
Non-current assets	1,584,840	1,403,604
Current liabilities	241,072	169,717
Non-current liabilities	910,020	1,099,713
Non-controlling interest	70,777	71,858
Income statement
Revenue	329,190	286,630
Net (loss) income	$ 150,819	$ 127,141

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RELATED PARTY TRANSACTIONS

12 Months Ended

Dec. 31, 2013

Related Party Transactions [Abstract]

RELATED PARTY TRANSACTIONS

33. RELATED PARTY TRANSACTIONS

a) Transactions with Golar Partners and subsidiaries:

Net revenues:Prior to the deconsolidation of Golar Partners, the following revenues presented below were largely eliminated upon consolidation of Golar Partners for the periods through to December 13, 2012:

(in thousands of $)	2013	2012		2011
Transactions with Golar Partners and subsidiaries:
Management and administrative services fees income (i)	2,569	2,876	*	1,576
Ship management fees income (ii)	6,701	4,222	*	4,146
Interest income on vendor financing loan - Golar Freeze (iii)	—	11,921		3,085
Interest income on vendor financing loan - NR Satu (iv)	—	4,737	*	—
Interest income on high-yield bonds (v)	1,972	575	*	—
Interest income on Golar Energy loan (vi)	—	829		—
Total	11,242	25,160		8,807

*The net effect to our consolidated statement of operations for the year ended December 31, 2012 was an aggregate income of $1.5 million.

Receivables (payables):The balances with Golar Partners and subsidiaries as of December 31, 2013 and 2012 consisted of the following:

(in thousands of $)	2013		2012
Trading balances due to Golar and affiliates (vii)	5,989		2,031
Methane Princess Lease security deposit movements (viii)	(4,257	)	—
High-yield bonds (v)	—		34,953
	1,732		36,984

(i) Management and administrative services agreement - On March 30, 2011, Golar Partners entered into a management and administrative services agreement with Golar Management, a wholly-owned subsidiary of ours, pursuant to which Golar Management will provide to Golar Partners certain management and administrative services. The services provided by Golar Management are charged at cost plus a management fee equal to 5% of Golar Management’s costs and expenses incurred in connection with providing these services. Golar Partners may terminate the agreement by providing 120 days written notice.

(ii) Ship management fees - Golar and certain of its affiliates charged ship management fees to Golar Partners for the provision of technical and commercial management of the vessels. Each of Golar Partners’ vessels is subject to management agreements pursuant to which certain commercial and technical management services are provided by certain affiliates of Golar, including Golar Management and Golar Wilhelmsen AS ("Golar Wilhelmsen"), a partnership that is jointly controlled by Golar and by Wilhelmsen Ship Management (Norway) AS.

(iii) Vendor financing loan - Golar Freeze - In October 2011, in connection with the sale of the Golar Freeze, we entered into a financing loan agreement with Golar Partners for an amount of $222.3 million. The facility was unsecured and bore interest at a fixed rate of 6.75% per annum payable quarterly. The loan was non-amortizing with a final balloon payment of $222.3 million due in October 2014. The loan was repaid in October 2012.

(iv) Vendor financing loan - NR Satu - In July 2012, in connection with the sale of the NR Satu, we entered into a financing loan agreement with Golar Partners for an amount of $175.0 million. Of this amount, $155.0 million was drawn down in July 2012. A further $20.0 million was available for drawdown until July 2015. The facility was unsecured and bore interest at a fixed rate of 6.75% per annum payable quarterly. The loan was non-amortizing with a final balloon payment for the amount drawn down due within three years from the date of draw down. The loan was repaid in December 2012.

(v) High-yield bonds - In October 2012, Golar Partners completed the issuance of NOK1,300.0 million in senior unsecured bonds that mature in October 2017. The aggregate principal amount of the bonds is equivalent to approximately $227.0 million. Of this amount, approximately $35.0 million, was issued to us. We sold our participation on the high yield bond in November 2013.

(vi) Golar Energy loan - In January 2012, Golar LNG (Singapore) Pte. Ltd. ("Golar Singapore"), the subsidiary which holds the investment in PTGI, drew down $25.0 million on its loan agreement entered into in December 2011 with Golar Energy. The loan was unsecured, repayable on demand and bore interest at the rate of 6.75% per annum payable on a quarterly basis. In connection with the acquisition of the subsidiaries that own and operate the NR Satu, all amounts payable to Golar Energy by the subsidiaries acquired by Golar Partners, including Golar Singapore, were extinguished.

(vii) Trading balances - Receivables and payables with Golar Partners and its subsidiaries are comprised primarily of unpaid management fees, advisory and administrative services.  In addition, certain receivables and payables arise when we pay an invoice on behalf of a related party and vice versa.  Receivables and payables are generally settled quarterly in arrears. Trading balances due from Golar Partners and its subsidiaries are unsecured, interest-free and intended to be settled in the ordinary course of business. They primarily relate to recharges for trading expenses paid on behalf of Golar Partners, including ship management and administrative service fees due to us.

(viii) Methane Princess Lease security deposit movements - This represents net advances from Golar Partners since its IPO, which correspond with the net release of funds from the security deposits held relating to the Methane Princess Lease. This is in connection with the Methane Princess tax lease indemnity provided to Golar Partners under the Omnibus Agreement (see below). Accordingly, these amounts will be settled as part of the eventual termination of the Methane Princess Lease.

Other transactions:

a) $20 million revolving credit facility: On April 13, 2011, we entered into a $20.0 million revolving credit facility with Golar Partners. In May 2013, Golar Partners drew down $20 million from the facility which it subsequently repaid in December 2013. As of December 31, 2013, Golar Partners has $20.0 million available under this facility to draw down. This facility matures in 2015 and is unsecured and interest-free.

b) Dividends to non-controlling interests:

(in thousands of $)	2013	2012	2011
Faraway Maritime Shipping Company	—	1,800	2,400
Golar Partners	—	30,282	10,132
	—	32,082	12,532

Faraway Maritime Shipping Company owns the vessel, the Golar Mazo.  Golar Partners held a 60% equity interest in the company, with the remaining 40% interest held by CPC Corporation, Taiwan.

In April 2011, following the IPO of our former subsidiary, Golar Partners, our ownership interest fell to 65.4%. Our interest was further diluted as a result of follow-on equity offerings in 2012 and 2013, such that, our ownership interest as of December 31, 2013 stands at 41.4%. Since December 13, 2012, Golar Partners has been considered an affiliate entity and not as our controlled subsidiary.

Since its IPO in April 2011, Golar Partners has declared and paid quarterly distributions totalling $63.7 million, $47.3 million and $19.1 million to us for each of the years ended December 31, 2013, 2012 and 2011, respectively.  

c) Disposals to Golar Partners: Since Golar Partners' IPO in April 2011, we have disposed of equity interests in certain subsidiaries which own or lease and operate the Golar Freeze, the NR Satu and the Golar Grand to Golar Partners. These transactions were deemed to be concluded between entities under common control and, thus the gain on disposal was recorded as an equity transaction (see note 29). In February 2013, we disposed of our interest in the subsidiary which owns and operates the Golar Maria. Since the Partnership is no longer considered to be our controlled entity, this transaction was not accounted for as a transfer of equity interests under common control. Accordingly, we recognized a gain on disposal of Golar Maria (see note 6).

In December 2013, we entered into an agreement to sell our interest in the company that owns and operates the Golar Igloo for the price of $310.0 million subject to certain closing conditions. The sale was completed in March 2014 (see note 36).

d) Golar Grand option: In connection with the disposal of the Golar Grand in November 2012, we entered into an Option Agreement with Golar Partners. Under the Option Agreement, in the event BG does not extend their charter for the vessel for an additional three years, Golar Partners has an option to require us to charter-in the Golar Grand under a time charter expiring in October 2017.

e) Payment under Omnibus Agreement: During the year, Golar Partners incurred expenses of $3.3 million which was indemnified by the Company as part of the Omnibus Agreement. This was recognized in our statement of operations as "other non-operating expense".

Indemnifications and guarantees:

f) Tax lease indemnifications: Under the Omnibus Agreement, we have agreed to indemnify Golar Partners in the event of any liabilities in excess of scheduled or final settlement amounts arising from the Methane Princess leasing arrangement and the termination thereof.

In addition, to the extent Golar Partners incurs any liabilities as a consequence of a successful challenge by the U.K. Revenue Authorities with regard to the initial tax basis of the transactions relating to any of the U.K. tax leases or in relation to the lease restructuring terminations in 2010, we have agreed to indemnify Golar Partners.

The maximum possible amount in respect of the tax lease indemnification is unknown as the determination of this amount is dependent on our intention of terminating this lease and the various market factors present at the point of termination.  As of December 31, 2013, we recognized a liability of $11.5 million in respect of the tax lease indemnification to Golar Partners (see note 5) representing the fair value at deconsolidation (2012: $11.5 million).

g) Environmental and other indemnifications: Under the Omnibus Agreement, we have agreed to indemnify Golar Partners until April 13, 2016, against certain environmental and toxic tort liabilities with respect to the assets that we contributed or sold to Golar Partners to the extent they arose prior to the time they were contributed or sold. However, claims are subject to a deductible of $0.5 million and an aggregate cap of $5.0 million.

In addition, pursuant to the Omnibus Agreement, we agreed to indemnify Golar Partners for any defects in title to the assets contributed or sold to Golar Partners and any failure to obtain, prior to April 13, 2011, certain consents and permits necessary to conduct Golar Partner's business, which liabilities arise within three years after the closing of its IPO on April 13, 2011.

h) Performance guarantees: We issued performance guarantees to third party charterers in connection with the Time Charter Party agreements entered into with the vessel operating entities who are now subsidiaries of Golar Partners. These performance guarantees relate to the Golar Spirit, the Golar Freeze, the Methane Princess, the Golar Winter and the Golar Mazo.

The maximum potential exposure in respect of the performance guarantees issued by the Company is unknown as these matters cannot be absolutely determined.  The likelihood of triggering the performance guarantees is remote based on the past performance of both our combined fleet.    

i) Debt guarantee: The debt guarantees were issued by us to third party banks in respect of certain secured debt facilities relating to Golar Partners and subsidiaries.  The liability is being amortized over the remaining term of the respective debt facilities with the credit recognized in "Other financial items".

As of December 31, 2013, we guaranteed $533.5 million of Golar Partners' long-term debt and capital lease obligations, net of restricted cash.  All of the facilities and lease obligations guaranteed by Golar are secured on specific vessels.  As of December 31, 2013, these vessels have higher market values than the carrying amounts of the facilities and capital lease obligation to which the vessels are secured against.

j) Legal claim: Refer to discussion in note 35 - NR Satu related claim.

Omnibus Agreement

In connection with the IPO of Golar Partners, we entered into an Omnibus Agreement with Golar Partners governing, among other things, when we and Golar Partners may compete against each other as well as rights of first offer on certain FSRUs and LNG carriers. Under the Omnibus Agreement, Golar Partners and its subsidiaries agreed to grant a right of first offer on any proposed sale, transfer or other disposition of any vessel it may own. Likewise, we agreed to grant a similar right of first offer to Golar Partners for any vessel under a charter for five or more years, that it may own. These rights of first offer will not apply to a (a) sale, transfer or other disposition of vessels between any affiliated subsidiaries, or pursuant to the terms of any current or future charter or other agreement with a charter party or (b) merger with or into, or sale of substantially all of the assets to, an unaffiliated third-party. In addition, the Omnibus Agreement provides for certain indemnities to Golar Partners in connection with the assets transferred from us.

b) Net income (expenses) from (due to) other related parties (excluding Golar Partners):

(in thousands of $)	2013		2012		2011
Frontline Ltd. and subsidiaries ("Frontline") (i)	49		(325	)	(972	)
Seatankers Management Company Limited ("Seatankers") (i)	(45	)	31		(64	)
Ship Finance AS ("Ship Finance") (i)	207		4		190
Bluewater Gandria (ii)	—		—		125
Golar Wilhelmsen (iii)	(4,899	)	(3,169	)	(2,816	)
World Shipholding (iv)	(976	)	(2,961	)	(2,302	)

(Payables to) receivables from related parties (excluding Golar Partners):

(in thousands of $)	2013		2012
World Shipholding
- Loan (iv)	(50,000	)	—
Frontline	(60	)	(143	)
Seatankers	91		(12	)
Ship Finance	2		2
Seadrill Limited ("Seadrill")	(74	)	—
	(50,041	)	(153	)

i. We transact business with the following parties, being companies in which World Shipholding and companies associated with World Shipholding have a significant interest: Frontline, Ship Finance, Seatankers and Seadrill. Net expense/income from Frontline, Seatankers and Ship Finance comprise fees for management support, corporate and insurance administrative services, net of income from supplier rebates and income from the provision of serviced offices and facilities.   Receivables and payables with related parties comprise primarily of unpaid management fees, advisory and administrative services.  In addition, certain receivables and payables arise when we pay an invoice on behalf of a related party and vice versa.  Receivables and payables are generally settled quarterly in arrears.   

ii. Bluewater Gandria - In January 2012, we acquired the remaining 50% in our joint venture, Bluewater Gandria, which owns the vessel, the Gandria, for a total consideration of $19.5 million. As a result of this transaction, Bluewater Gandria is now our wholly-owned subsidiary. Refer to note 7 for further details of the acquisition. The charges to Bluewater for the year ended December 31, 2011 related to agency fees. 

iii. As of December 31, 2013, we held a 60% ownership interest in Golar Wilhelmsen, which we account for using the equity method (see note 14).  Golar Wilhelmsen recharges management fees in relation to provision of technical and ship management services.

iv. World Shipholding revolving credit facility - In April 2011, we entered into an $80.0 million revolving credit facility with a company related to our major shareholder, World Shipholding. In January, February and May of 2012, the revolving credit facility was amended to $145.0 million, $250.0 million and $120.0 million, respectively, without any further changes to the original terms of the facility. In July 2012, the facility was repaid in full with the proceeds received from the sale of the companies that own and operate the NR Satu to Golar Partners. In May 2013, the margin on the facility was amended from 3.5% to 3.0%. As of December 31, 2013, we had $50.0 million of borrowings under this facility. The facility is unsecured and bears interest at LIBOR plus 3.0% together with a commitment fee of 0.75% on any undrawn portion of the credit facility.

For each of the years ended December 31, 2013, 2012 and 2011, included within net expenses due to World Shipholding, include loan interest and commitment fees of $1.0 million, $0.8 million, and $1.9 million respectively.

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OTHER RECEIVABLES, PREPAID EXPENSES AND ACCRUED INCOME (Details) (USD $)	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2013 DCLAP claim [Member]	May 01, 2013 DCLAP claim [Member]	Mar. 31, 2012 DCLAP claim [Member] Loans Receivable [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Loans Receivable, Net			$ 9,100,000	$ 12,000,000
Debt Instrument, Interest Rate, Stated Percentage					12.00%
Prepaid expenses	1,236,000	1,318,000
Other receivables	12,968,000	3,991,000
Income Taxes Receivable	370,000	0
Other receivables, prepaid expenses and accrued income	$ 14,574,000	$ 5,309,000

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Consolidated Balance Sheets (Parenthetical) (USD $)	Dec. 31, 2013	Dec. 31, 2012
EQUITY
Common shares, shares issued (in shares)	80,579,295	80,503,364
Common shares, shares outstanding (in shares)	80,579,295	80,503,364
Common shares, par value (in dollars per share)	$ 1.00	$ 1.00

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DISPOSAL OF A SUBSIDIARY (Details) (Golar Maria, Retained investment in subsidiary, Golar LNG Partners, USD $)	Dec. 31, 2013	Feb. 07, 2013
Golar Maria | Retained investment in subsidiary | Golar LNG Partners
Schedule of sale of subsidiary [Line Items]
Significant Acquisitions and Disposals, Acquisition Costs or Sale Proceeds, Purchase Consideration	$ 45,600,000	$ 45,630,000
Significant Acquisitions and Disposals, Acquisition Costs or Sale Proceeds, Debt Assumed		89,500,000
Swap Liability Assumed		3,100,000
Significant Acquisitions and Disposals, Acquisition Costs or Sale Proceeds, Working Capital Adjustment		5,500,000
Significant Acquisitions and Disposals, Deferred gain	16,700,000	17,114,000
Significant Acquisitions and Disposals, Acquisition Costs or Sale Proceeds, Purchase Consideration		215,000,000
Significant Acquisitions and Disposals, Recognised gain		65,156,000
Sales price	127,900,000	127,900,000
Excess of sales price over net assets transferred	$ 82,300,000	$ 82,270,000

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ACCOUNTING POLICIES

12 Months Ended

Dec. 31, 2013

Accounting Policies [Abstract]

ACCOUNTING POLICIES

2. ACCOUNTING POLICIES

Basis of accounting

The financial statements are prepared in accordance with accounting principles generally accepted in the United States of America.  

Principles of consolidation

Investments in companies in which we directly or indirectly hold more than 50% of the voting control are consolidated in the financial statements, as well as certain variable interest entities in which the Company is deemed to be subject to a majority of the risk of loss from the variable interest entity's activities or entitled to receive a majority of the entity's residual returns, or both. All inter-company balances and transactions are eliminated. The non-controlling interests of subsidiaries were included in the Consolidated Balance Sheets and Statements of Operations as "Non-controlling interests".

A variable interest entity, or VIE, is defined by the accounting standard as a legal entity where either (a) equity interest holders as a group lack the characteristics of a controlling financial interest, including decision making ability and an interest in the entity's residual risks and rewards, or (b) the equity holders have not provided sufficient equity investment to permit the entity to finance its activities without additional subordinated financial support, or (c) the voting rights of some investors are not proportional to their obligations to absorb the expected losses of the entity, their rights to receive the expected residual returns of the entity, or both and substantially all of the entity's activities either involve or are conducted on behalf of an investor that has disproportionately few voting rights. A party that is a variable interest holder is required to consolidate a VIE if the holder has both (a) the power to direct the activities that most significantly impact the entity's economic performance and (b) the obligation to absorb losses that could potentially be significant to the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE.

Business combinations of subsidiaries are accounted for under the acquisition method.  On acquisition, the identifiable assets, liabilities and contingent liabilities of a subsidiary are measured at their fair values at the date of acquisition.  Any excess of the cost of acquisition over the fair values of the identifiable net assets acquired is recognized as goodwill.  Any deficiency of the cost of acquisition below the fair values of the identifiable net assets acquired (i.e. bargain purchase) is credited to the statement of operations in the period of acquisition.  The consideration transferred for an acquisition is measured at fair value of the consideration given.  Acquisition related costs are expensed as incurred.  Identifiable assets acquired and liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. The results of subsidiary undertakings are included from the date of acquisition.

Investments in affiliates

Affiliates are entities over which we generally have between 20% and 50% of the voting rights, or over which we have significant influence, but over which we do not exercise control, or have the power to control the financial and operational policies. Investments in these entities are accounted for by the equity method of accounting. This also extends to entities in which we hold a majority ownership interest, but we do not control, due to the participating rights of non-controlling interests. Under this method, we record an investment in the common stock (or “in-substance common stock”) of an affiliate at cost (or fair value if a consequence of deconsolidation), and adjust the carrying amount for our share of the earnings or losses of the affiliate subsequent to the date of the investment and report the recognized earnings or losses in income. Dividends received from an affiliate in connection with their common stock interest reduce the carrying amount of the investment. The excess, if any, of the purchase price over book value of our investments in equity method affiliates is included in the consolidated balance sheet as "Investment in Affiliates". When our share of losses in an affiliate equals or exceeds its interest, we do not recognize further losses, unless the Company has incurred obligations or made payments on behalf of the affiliate. See note 14 for list of entities accounted for under the equity method.

We recognize gains and losses in earnings for the issuance of shares by our affiliates, provided that the issuance of such shares qualifies as a sale of such shares. No gains and losses are recognized upon the issuance of common units of Golar Partners to third parties as the equity method of accounting is only applied to our holding in the subordinated units of Golar Partners.

Revenue and expense recognition

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

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

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

Under time charters, voyage expenses are generally paid by our customers.  Voyage related expenses, principally fuel, may also be incurred when positioning or repositioning the vessel before or after the period of time charter and during periods when the vessel is not under charter or is offhire, for example when the vessel is undergoing repairs.  These expenses are recognized as incurred.

Revenue includes amounts receivable from loss of hire insurance, which is recognized on an accruals basis, to the value of $nil, $2.1 million and $0.4 million for each of the years ended December 31, 2013, 2012 and 2011, respectively.

Vessel operating expenses, which are recognized when incurred, include crewing, repairs and maintenance, insurance, stores, lube oils, communication expenses and third party management fees.

Cash and cash equivalents

We consider all demand and time deposits and highly liquid investments with original maturities of three months or less to be equivalent to cash.

Restricted cash and short-term investments

Restricted cash and short-term investments consist of bank deposits which may only be used to settle certain pre-arranged loan and bid bonds in respect of tenders for projects we have entered into.  We consider all short-term investments as held to maturity.  These investments are carried at amortized cost.  We place our short-term investments primarily in fixed term deposits with high credit quality financial institutions.

Inventories

Inventories, which are comprised principally of fuel, lubricating oils and ship spares, are stated at the lower of cost or market value.  Cost is determined on a first-in, first-out basis.

Newbuildings

Newbuilds are stated at cost.  All pre-delivery costs incurred during the construction of newbuilds, including purchase installments, interest, supervision and technical costs, are capitalized.  Newbuilds are not depreciated until the vessel is available for use.

Interest costs capitalized in connection with the newbuildings for the years ended December 31, 2013, 2012 and 2011 were $22.5 million, $10.3 million and $3.6 million, respectively.

Vessels and equipment

Vessels and equipment are stated at cost less accumulated depreciation.  The cost of vessels and equipment less the estimated residual value is depreciated on a straight-line basis over the assets' remaining useful economic lives.  Depreciation includes depreciation on all owned vessels and amortization of vessels accounted for as capital leases.

Refurbishment costs incurred during the period are capitalized as part of vessels and equipment and depreciated over the vessels' remaining useful economic lives.  Refurbishment costs are costs that appreciably increase the capacity, or improve the efficiency or safety of vessels and equipment. Drydocking expenditures are capitalized when incurred and amortized over the period until the next anticipated drydocking, which is generally between two and five years.  For vessels that are newly built or acquired, we have adopted the "built-in overhaul" method of accounting.  The built-in overhaul method is based on the segregation of vessel costs into those that should be depreciated over the useful life of the vessel and those that require drydocking at periodic intervals to reflect the different useful lives of the components of the assets.  The estimated cost of the drydocking component is amortized until the date of the first drydocking following acquisition, upon which the cost is capitalized and the process is repeated.

Vessel reactivation costs incurred on vessels leaving lay-up include both costs of a capital and expense nature.  The capital costs include the addition of new equipment or modifications to the vessel which enhance or increase the operational efficiency and functionality of the vessel.  These expenditures are capitalized and depreciated over the remaining useful life of the vessel.  Expenditures of a routine repairs and maintenance nature, that do not improve the operating efficiency or extend the useful lives of the vessels  are expensed as incurred as mobilization costs.

Useful lives applied in depreciation are as follows:

Vessels	40 to 50 years
Deferred drydocking expenditure	two to five years
Office equipment and fittings	three to six years

Interest costs capitalized in connection with the retrofitting of vessels into FSRUs for the years ended December 31, 2013, 2012 and 2011 were $nil, $1.8 million and $1.9 million, respectively.

Vessels under capital lease

Historically, we have leased certain vessels under agreements that were accounted for as capital leases. Obligations under capital leases were carried at the present value of future minimum lease payments.   The accounting policies relating to the asset balance, such as depreciation and drydocking expenditure followed those described under "Vessels and equipment".  Interest expense was calculated at a constant rate over the term of the lease. Certain of our capital leases were 'funded' via long term cash deposits which closely matched the lease liability.

As of December 31, 2013 and 2012, we did not lease any vessels under capital leases. Accordingly, following the deconsolidation of Golar Partners, the drydocking costs and accumulated amortization were $nil in each of the years ended December 31, 2013 and 2012.

Depreciation and amortization expense for vessels under capital leases for the years ended December 31, 2013, 2012 and 2011 was $nil, $15.8 million and $16.6 million, respectively.

Interest costs capitalized

Interest costs are expensed as incurred except for interest costs that are capitalized.  Interest is capitalized on all qualifying assets that require a period of time to get them ready for their intended use.  Qualifying assets consist of vessels under construction and includes vessels undergoing conversion into FSRUs for our own use. The interest capitalized is calculated using the rate of interest on the loan to fund the expenditure or our weighted average cost of borrowings where appropriate, over the term period from commencement of the newbuilding and conversion work until substantially all the activities necessary to prepare the assets for its intended use are complete.

Deferred credit from capital leases

Income derived from the sale of subsequently leased assets is deferred and amortized in proportion to the amortization of the leased assets. Amortization of deferred income is offset against depreciation and amortization expense in the Consolidated Statement of Operations.

Impairment of long-term assets

We continually monitor events and changes in circumstances that could indicate carrying amounts of long-term assets may not be recoverable.  When such events or changes in circumstances are present, we assess the recoverability of long-term assets by determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows.  If the total of the future cash flows is less than the carrying amount of those assets, we recognize an impairment loss based on the excess of the carrying amount over the fair value of the assets.

During 2013, we considered the softening in the LNG shipping market and the current operating losses of our vessels in lay-up as potential indicators of impairment of these three vessels. We assessed potential impairment of the three vessels we currently have in lay-up by comparing the expected discounted cash flows based on assumption that these vessels, in conjunction with our Front End Engineering Design study (FEED), will be converted and operated as FLNGVs. We compared these discounted cash flows to the respective carrying values and concluded there was no impairment of these vessels as of December 31, 2013.

Deferred charges

Costs associated with long-term financing, including debt arrangement fees, are deferred and amortized over the term of the relevant loan.  Amortization of deferred loan costs is included in "Other financial items" in the Consolidated Statement of Operations.  If a loan is repaid early, any unamortized portion of the related deferred charges is charged against income in the period in which the loan is repaid.

Trade receivables

Trade receivables are presented net of allowances for doubtful balances. At each balance sheet date, all potentially uncollectible accounts are assessed individually for purposes of determining the appropriate provision for doubtful accounts.

Investment in available-for-sale securities

We classify our existing marketable equity securities as available-for-sale. These securities are carried at fair value, with unrealized gains and losses excluded from earnings and reported directly in stockholders' equity as a component of other comprehensive income (loss) unless a gain is realized upon the sale of these units or an unrealized loss is considered "other-than-temporary," in which case it is transferred to the statement of operations. Management evaluates securities for other than temporary impairment ("OTTI") on a periodic basis. Consideration is given to (1) the length of time and the extent to which the fair value has been less than cost, (2) the financial condition and near-term prospects of the investee, and (3) the intent and ability of the Company to retain its investment in the investee for a period of time sufficient to allow for any anticipated recovery in fair value.

Cost-method investments

Cost-method investments are initially recorded at cost and reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.  

Derivatives

We use derivatives to reduce market risks associated with our operations.  We use interest rate swaps for the management of interest rate risk exposure.  The interest rate swaps effectively convert a portion of our debt from a floating to a fixed rate over the life of the transactions without an exchange of underlying principal.

We seek to reduce our exposure to fluctuations in foreign exchange rates through the use of foreign currency forward contracts.

All derivative instruments are initially recorded at cost as either assets or liabilities in the accompanying Consolidated Balance Sheet and subsequently remeasured to fair value, regardless of the purpose or intent for holding the derivative.  Where the fair value of a derivative instrument is a net liability, the derivative instrument is classified in "Other current liabilities" in the Consolidated Balance Sheet.  Where the fair value of a derivative instrument is a net asset, the derivative instrument is classified in "Other non-current assets" in the Consolidated Balance Sheet, except if the current portion is a liability, in which case the current portion is included in "Other current liabilities."  The method of recognizing the resulting gain or loss is dependent on whether the derivative contract is designed to hedge a specific risk and also qualifies for hedge accounting.  The Company hedge accounts for certain of its interest rate swap arrangements designated as cash flow hedges.  For derivative instruments that are not designated or do not qualify as hedges under the guidance, the changes in fair value of the derivative financial instrument are recognized each period in current earnings in "Other financial items".

When a derivative is designated as a cash flow hedge, we formally document the relationship between the derivative and the hedged item.  This documentation includes the strategy risk and risk management for undertaking the hedge and the method that will be used to assess effectiveness of the hedge.  If the derivative is an effective hedge, changes in the fair value are initially recorded as a component of accumulated other comprehensive income in equity.  The ineffective portion of the hedge is recognized immediately in earnings, as are any gains or losses on the derivative that are excluded from the assessment of hedge effectiveness.  We do not apply hedge accounting if we determine that the hedge was not effective or will no longer be effective, the derivative was sold or exercised, or the hedged item was sold or repaid.

In the periods when the hedged items affect earnings, the associated fair value changes on the hedged derivatives are transferred from equity to the corresponding earnings line item on the settlement of a derivative.  The ineffective portion of the change in fair value of the derivative financial instrument is immediately recognized in earnings.  If a cash flow hedge is terminated and the originally hedged item is still considered probable of occurring, the gains and losses initially recognized in equity remain there until the hedged item impacts earnings at which point they are transferred to the corresponding earnings line item (i.e. interest expense).  If the hedged items are no longer probable of occurring, amounts recognized in  equity are immediately reclassified to earnings.

Cash flows from derivative instruments that are accounted for as cash flow hedges are classified in the same category as the cash flows from the items being hedged. Cashflows from economic hedges are classified in the same category from the items subject to the economic hedging relationship.

LNG trading

We trade in physical cargoes, futures, swaps and options, all of which are traded on and recognized in liquid markets. Purchases and sales are recognized on the trade date. Open trading positions are stated at fair value based on closing market price on the balance sheet date. The market values of open positions are shown in debtors if positive or creditors if negative. Realized and unrealized gains and losses are recognized in current earnings in "Other operating gains and losses". The gross transaction value of energy trading contracts that were physically settled for the years ending December 31, 2013, 2012 and 2011, was $nil, $nil and $2.0 million profit, respectively.

Contracts to buy and sell physical cargoes for future delivery settled on the bill of lading date are recognized at their fair value at the balance sheet date.

Foreign currencies

Our functional currency is the U.S. dollar as the majority of the revenues are received in U.S. dollars and a majority of our expenditures are made in U.S. dollars.  Our reporting currency is U.S. dollars.

Transactions in foreign currencies during the year are translated into U.S. dollars at the rates of exchange in effect at the date of the transaction.  Foreign currency monetary assets and liabilities are translated using rates of exchange at the balance sheet date.  Foreign currency non-monetary assets and liabilities are translated using historical rates of exchange.  Foreign currency transaction and translation gains or losses are included in the Consolidated Statements of Operations.

Provisions

In the ordinary course of business, we are subject to various claims, suits and complaints. Management, in consultation with internal and external advisers, will provide for a contingent loss in the financial statements if the contingency had occurred at the date of the financial statements and the likelihood of loss was probable and the amount can be reasonably estimated. If we determine that the reasonable estimate of the loss is a range and there is no best estimate within the range, we will provide the lower amount within the range. See note 35, "Other Commitments and Contingencies" for further discussion.

Fair value measurements

We account for fair value measurement in accordance with the Accounting Standards Codification ("ASC") guidance using fair value to measure assets and liabilities. The guidance provides a single definition of fair value, together with a framework for measuring it, and requires additional disclosure about the use of fair value to measure assets and liabilities.

Stock-based compensation

In accordance with the guidance on "Share Based Payment", we are required to expense the fair value of stock options issued to employees over the period the options vest.  We amortize stock-based compensation for awards on a straight-line basis over the period during which the employee is required to provide service in exchange for the reward - the requisite service (vesting) period.  No compensation cost is recognized for stock options for which employees do not render the requisite service.  The fair value of employee share options is estimated using the Black-Scholes option-pricing model.

Earnings per share

Basic earnings per share ("EPS") is computed based on the income available to common stockholders and the weighted average number of shares outstanding for basic EPS.  Treasury shares are not included in the calculation.  Diluted EPS includes the effect of the assumed conversion of potentially dilutive instruments.  Such potentially dilutive common shares are excluded when the effect would be to increase earnings per share or reduce a loss per share.

Pensions

Defined benefit pension costs, assets and liabilities requires adjustment of the significant actuarial assumptions annually to reflect current market and economic conditions.  Our accounting policy states that full recognition of the funded status of defined benefit pension plans is to be included within our balance sheet. The pension benefit obligation is calculated by using a projected unit credit method.

Defined contribution pension costs represent the contributions payable to the scheme in respect of the accounting period and are recorded in the Consolidated Statement of Operations.

Operating leases

Initial direct costs (those directly related to the negotiation and consummation of the lease) are deferred and allocated to earnings over the lease term.  Rental income and expense are amortized over the lease term on a straight-line basis.

Income taxes

Income taxes are based on a separate return basis.  The guidance on "Accounting for Income Taxes" prescribes a recognition threshold and measurement attributes for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return.

Deferred tax assets and liabilities are recognized principally for the expected tax consequences of temporary differences between the tax bases of assets and liabilities and their reported amounts.  Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized.  Realization of the deferred income tax asset is dependent on generating sufficient taxable income in future years.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset is realized or the liability is settled, based on the tax rates and tax laws that have been enacted or substantively enacted at the balance sheet date. Income tax relating to items recognized directly in the statement of comprehensive income is recognized in the statement of changes in equity and not in the statement of operations.

Gain on issuance of shares by subsidiaries

We recognize a gain or loss when a subsidiary issues its stock to third parties at a price per share in excess or below its carrying value resulting in a reduction in our ownership interest in the subsidiary.  The gain or loss is recorded in the line "Additional paid-in capital".

Gain on disposal of a subsidiary to Golar Partners

We recognize a gain upon disposal of a subsidiary to Golar Partners at the time of sale and defers an element of the gain based on our holding in the subordinated units in Golar Partners measured at the date of dropdown. The gain is deferred under "Other long-term liabilities" and released to income over the remaining useful life of the vessel or until it is sold.

Segment reporting

A segment is a distinguishable component of the business that is engaged in business activities from which we earn revenues and incur expenses whose operating results are regularly reviewed by the chief operating decision maker, and which are subject to risks and rewards that are different from those of other segments. We have identified two reportable industry segments: vessel operations and LNG trading.

Treasury shares

Treasury shares are recognized as a separate component of equity at cost.  Upon subsequent disposal of treasury shares, any consideration is recognized directly in equity.

Convertible bonds

In accordance with ASC 470-20 "Debt with conversion and other options", we account for debt instruments with convertible features in accordance with the details and substance of the instruments at the time of their issuance. For convertible debt instruments issued at a substantial premium to equivalent instruments without conversion features, or those that may be settled in cash upon conversion, it is presumed that the premium or cash conversion option represents an equity component.

Accordingly, we determine the carrying amounts of the liability and equity components of such convertible debt instruments by first determining the carrying amount of the liability component by measuring the fair value of a similar liability that does not have an equity component. The carrying amount of the equity component representing the embedded conversion option is then determined by deducting the fair value of the liability component from the total proceeds from the issue. The resulting equity component is recorded, with a corresponding offset to debt discount which is subsequently  amortized to interest cost using the effective interest method over the period the debt is expected to be outstanding as an additional non-cash interest expense. Transaction costs associated with the instrument are allocated pro-rata between the debt and equity components.

For conventional convertible bonds which do not have a cash conversion option or where no substantial premium is received on issuance, it may not be appropriate to split the bond into the liability and equity components.

Guarantees

Guarantees issued by us, excluding those that are guaranteeing our own performance, are recognized at fair value at the time that the guarantees are issued, or upon the deconsolidation of a subsidiary, as in the case of Golar Partners (see note 5) and reported in "other long-term liabilities." A liability for the fair value of the obligation undertaken in issuing the guarantee is recognized.  If it becomes probable that we will have to perform under a guarantee, we will recognize an additional liability if the amount of the loss can be reasonably estimated. The recognition of fair value is not required for certain guarantees such as the parent's guarantee of a subsidiary's debt to a third party. For those guarantees excluded from the above guidance requiring the fair value recognition provision of the liability, financial statement disclosures of such items are made.

Use of estimates

The preparation of financial statements in accordance with U.S. GAAP requires that management make estimates and assumptions affecting the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

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OTHER RECEIVABLES, PREPAID EXPENSES AND ACCRUED INCOME (Tables)

12 Months Ended

Dec. 31, 2013

OTHER RECEIVABLES, PREPAID EXPENSES AND ACCRUED INCOME [Abstract]

Components of other receivables, prepaid expenses and accrued income

(in thousands of $)	2013	2012
Prepaid expenses	1,236	1,318
Other receivables	12,968	3,991
Corporation tax receivable	370	—
	14,574	5,309

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DECONSOLIDATION OF GOLAR PARTNERS (Details) (USD $)								0 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2013 Golar LNG Partners	Dec. 31, 2012 Golar LNG Partners	Dec. 13, 2012 Golar LNG Partners		Dec. 13, 2012 Golar LNG Partners		Dec. 31, 2013 Golar LNG Partners	Dec. 31, 2012 Golar LNG Partners
Deconsolidation:
Investment at Carrying value										$ 809,000,000	$ 906,100,000
Investments, ownership percentage				41.40%	0.00%			32.60%
Equity in net assets of non-consolidated investees	350,918,000	367,656,000	22,529,000	344,858,000	362,064,000	362,799,000	[1]
Gain on loss of control								853,996,000
Fair value of investment in Golar Partners								$ 900,926,000	[2]

[1] Subordinated unitsAs of December 13, 2012, we held 15.9 million units representing 100% of the subordinated units. Our holding in the subordinated units of Golar Partners have been accounted for under the equity method on the basis that the subordinated units are considered to be, in-substance, common stock for accounting purposes. The fair value on December 13, 2012, was determined based on the quoted market price of the listed common units as of the deconsolidation date but discounted principally for their non-tradability and subordinated dividend and liquidation rights during the subordination period. The subordination period will end on the satisfaction of various tests as prescribed in the Partnership Agreement, but will not end before March 31, 2016, except with our removal as the general partner. Upon the expiration of the subordination period, the subordinated units will convert into common units subject to passing certain conditions.

[2] Fair value of investment in Golar PartnersOur residual interest in Golar Partners as of December 13, 2012 comprised of the following:(in thousands of $)As of December 13, 2012Common units (i) 346,950General Partner units and Incentive Distribution Rights ("IDRs") (ii) 191,177Subordinated units (iii) 362,799 900,926As of December 31, 2013, the carrying value of our total investment in Golar Partners is $809.0 million (2012: $906.1 million).(i) Common units (available-for-sale securities)As of December 13, 2012, we held 11.8 million common units representing 32.6% of the common units in issue, as a class. Our holding in the voting common units of Golar Partners have been accounted for under the guidance for available-for-sale securities on the basis that during the subordination period the common units have preferential dividend and liquidation rights. Accordingly, these securities are carried at fair value and any unrealized gains and losses on these securities are reflected directly in equity unless a gain is realized upon sale of these units or an unrealized loss is considered "other-than-temporary", in which case it is transferred to the statement of operations. Dividends received from its common units in Golar Partners during the subordination period will be recorded in the consolidated statement of operations in the line item "Dividend income".(ii) General Partner units and IDRsOur 2% general partner interest and 100% of the incentive distribution rights (IDRs) in Golar Partners have been accounted for as cost-method investments on the basis that the general partner interests have preferential liquidation and dividend rights during the subordination period. Our interest in the general partner units have been recorded at their fair value as of December 13, 2012, based on the share price of the publicly traded common units of Golar Partners but adjusted for restrictions over their transferability and reduction in voting rights. The fair value of the IDRs as of December 13, 2012 was determined using a Monte Carlo simulation method. This simulation was performed within the Black Scholes option pricing model then solved via an iterative process by applying the Newton-Raphson method for the fair value of the IDRs, such that the price of a unit output by the Monte Carlo simulation equalled the price observed in the market. The method took into account the historical volatility, dividend yield as well as the share price of the units as of the deconsolidation date.(iii) Subordinated unitsAs of December 13, 2012, we held 15.9 million units representing 100% of the subordinated units. Our holding in the subordinated units of Golar Partners have been accounted for under the equity method on the basis that the subordinated units are considered to be, in-substance, common stock for accounting purposes. The fair value on December 13, 2012, was determined based on the quoted market price of the listed common units as of the deconsolidation date but discounted principally for their non-tradability and subordinated dividend and liquidation rights during the subordination period. The subordination period will end on the satisfaction of various tests as prescribed in the Partnership Agreement, but will not end before March 31, 2016, except with our removal as the general partner. Upon the expiration of the subordination period, the subordinated units will convert into common units subject to passing certain conditions.

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TRADE ACCOUNTS RECEIVABLE (Details) (Trade accounts receivable, USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012
Trade accounts receivable
Accounts, Notes, Loans and Financing Receivable [Line Items]
Provision for doubtful accounts	$ 0	$ 0

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OTHER LONG-TERM LIABILITIES (Tables)

12 Months Ended

Dec. 31, 2013

OTHER LONG-TERM LIABILITIES [Abstract]

Components of other long-term liabilities

(in thousands of $)	2013	2012
Deferred gain on sale of Golar Maria(see note 6)	16,660	—
Tax benefits on intra-group transfers of long-term assets	5,204	9,022
Pension obligations (see note 28)	35,645	40,097
Guarantees issued to Golar Partners (see note 5)	22,369	23,265
Other	4,388	131
	84,266	72,515

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DEFERRED CHARGES	12 Months Ended
	Dec. 31, 2013
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
DEFERRED CHARGES	19.DEFERRED CHARGESDeferred charges represent financing costs, principally bank fees that are capitalized and amortized to other financial items over the life of the debt instrument.  If a loan is repaid early any unamortized portion of the related deferred charges is charged against income in the period in which the loan is repaid.  The deferred charges are comprised of the following amounts:(in thousands of $)2013 2012Debt arrangement fees and other deferred financing charges27,845 6,335Accumulated amortization(3,361) (2,271) 24,484 4,064The increase in debt arrangement fees and other deferred finance charges for the year ended December 31, 2013 relate to the financing costs in respect of the $1.125 billion financing facility entered by the Company in July 2013 to fund eight of the newbuildings. Amortization of deferred charges for the years ended December 31, 2013, 2012 and 2011 was $2.0 million, $1.9 million and $1.5 million, respectively.

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DEBT (Details) (USD $)	12 Months Ended				1 Months Ended	8 Months Ended	12 Months Ended	25 Months Ended					1 Months Ended	12 Months Ended		1 Months Ended	12 Months Ended			12 Months Ended							12 Months Ended				12 Months Ended				12 Months Ended		12 Months Ended		12 Months Ended		12 Months Ended		12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2013 Golar Viking facility Investor Bank [Member]	Apr. 30, 2006 Unsecured debt World Shipholding facility	Dec. 31, 2013 Unsecured debt World Shipholding facility	Dec. 31, 2013 Unsecured debt World Shipholding facility	May 01, 2013 Unsecured debt World Shipholding facility	Dec. 31, 2012 Unsecured debt World Shipholding facility	May 31, 2012 Unsecured debt World Shipholding facility	Feb. 29, 2012 Unsecured debt World Shipholding facility	Jan. 31, 2012 Unsecured debt World Shipholding facility	Apr. 30, 2006 Secured debt Golar Maria facility	Dec. 31, 2013 Secured debt Golar Maria facility	Dec. 31, 2012 Secured debt Golar Maria facility	Jan. 30, 2008 Secured debt Golar Arctic facility	Dec. 31, 2013 Secured debt Golar Arctic facility	Dec. 31, 2012 Secured debt Golar Arctic facility	Jan. 31, 2008 Secured debt Golar Arctic facility	Dec. 31, 2013 Secured debt Golar Viking facility	Dec. 31, 2012 Secured debt Golar Viking facility	Jan. 31, 2012 Secured debt Golar Viking facility	Aug. 31, 2007 Secured debt Golar Viking facility	Jan. 31, 2005 Secured debt Golar Viking facility	Dec. 31, 2013 Secured debt Golar Seal Facility [Member]	Dec. 31, 2012 Secured debt Golar Seal Facility [Member]	Dec. 31, 2013 Secured debt Golar Seal Facility [Member] Commercial Loan Tranche [Member]	Dec. 31, 2013 Secured debt Golar Seal Facility [Member] Term loan facility [Member]	Dec. 31, 2013 Secured debt Golar Celsius facility [Member]	Dec. 31, 2012 Secured debt Golar Celsius facility [Member]	Dec. 31, 2013 Secured debt Golar Celsius facility [Member] Commercial Loan Tranche [Member]	Dec. 31, 2013 Secured debt Golar Celsius facility [Member] Term loan facility [Member]	Dec. 31, 2013 Secured debt $1.125 billion newbuild facility Line of credit	Jul. 26, 2013 Secured debt $1.125 billion newbuild facility Line of credit	Dec. 31, 2013 Secured debt $449 million newbuild facility Line of credit Rate	Jul. 26, 2013 Secured debt $449 million newbuild facility Line of credit Rate	Dec. 31, 2013 Secured debt $450 million newbuild facility Line of credit	Jul. 26, 2013 Secured debt $450 million newbuild facility Line of credit Rate	Dec. 31, 2013 Secured debt $226 million newbuild facility Line of credit	Jul. 26, 2013 Secured debt $226 million newbuild facility Line of credit Rate	Dec. 31, 2013 Convertible debt Convertible bonds	Dec. 31, 2012 Convertible debt Convertible bonds	Dec. 31, 2013 Minimum [Member]	Dec. 31, 2012 Minimum [Member]	Dec. 31, 2013 Maximum [Member]	Dec. 31, 2012 Maximum [Member]	Dec. 31, 2013 World Shipholding Unsecured debt World Shipholding facility	Apr. 30, 2011 World Shipholding Unsecured debt World Shipholding facility
Debt:
Percentage guaranteed																																			95.00%
Components of long-term debt:
Total long-term debt due to third parties	$ 667,028,000	$ 504,906,000
Total long-term debt due to related parties	50,000,000	0
Total long-term debt (including related parties)	717,028,000	504,906,000				50,000,000	50,000,000		0					0	89,525,000		91,250,000	96,250,000		86,400,000	90,800,000				127,935,000	0			128,423,000	0											233,020,000	228,331,000					50,000,000
Debt Instrument, Maturity Date							Sep. 30, 2015							Dec. 31, 2014			Jan. 31, 2015			Aug. 31, 2017							Dec. 31, 2018	Dec. 31, 2025			Dec. 31, 2018	Dec. 31, 2025									Mar. 31, 2017
Less: current portion of long-term debt due to third parties and related parties	(30,784,000)	(14,400,000)
Long-term debt (including related parties)	686,244,000	490,506,000
Repayments of long-term debt:
2014	30,784,000
2015	161,993,000
2016	25,763,000
2017	94,563,000
2018	284,395,000
Long-term Debt and Due to Related Parties, Maturities, Repayments of Principal after Year Five	119,530,000
Credit facilities:
Line of Credit Facility, Maximum Borrowing Capacity										120,000,000	250,000,000	145,000,000	120,000,000						120,000,000					120,000,000									1,125,000,000.000	1,125,000,000.000		449,000,000		450,000,000		226,000,000								80,000,000
Proportion of facility																																				40.00%		40.00%		20.00%
Weighted average interest rate	3.45%	3.97%
Description of variable rate basis	LIBOR				LIBOR		LIBOR						LIBOR			LIBOR				LIBOR													LIBOR
Basis spread on variable rate						3.00%	3.00%	3.50%						0.95%						0.70%																							0.70%	0.70%	3.00%	0.95%
Commitment fee percentage							0.75%
Debt instrument, maturity term													5 years			7 years				10 years															12 years		12 years		5 years
Final payment amount																			86,300,000	71,000,000														131,000,000
Proceeds from Lines of Credit																																	256,300,000
Current borrowing capacity																							120,000,000
Amount outstanding																						120,000,000
Total assets	2,665,221,000	2,414,399,000	2,232,634,000	0
Net income attributable to Golar LNG Ltd	135,713,000	971,303,000	46,650,000	0
Long-term Debt, Maturities, Repayment Terms																																			Six-monthly installments		Six-monthly installments		Six-monthly installments, unpaid balance to be refinanced after 5 years
Line of Credit Facility, Remaining Borrowing Capacity																																	$ 868,700,000

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SHARE CAPITAL AND SHARE OPTIONS - Share Capital (Details) (USD $) In Thousands, except Share data, unless otherwise specified	1 Months Ended	12 Months Ended
	Nov. 30, 2007	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
SHARE CAPITAL AND SHARE OPTIONS [Abstract]
Common stock, value, authorized		$ 100,000	$ 100,000
Common stock, value, issued		$ 80,580	$ 80,504
Common stock, shares authorized (in shares)		100,000,000
Common shares, par value (in dollars per share)		$ 1.00	$ 1.00
Common shares, shares issued (in shares)		80,579,295	80,503,364
Common shares, shares outstanding (in shares)		80,579,295	80,503,364
Share capital:
Shares issued upon exercise of share options		76,000	267,000	1,604,000
Authorized amount of share repurchase program (in shares)	1,000,000
Remaining amount in share repurchase program (in shares)		300,000
Number of treasury shares held:
At beginning of period		0	0	150,000
Disposed of during the year		0	0	(150,000)
At end of period		0	0	0
Common stock
Share capital:
Shares issued upon exercise of share options		100,000	300,000
Golar LNG Energy Limited | Common stock
Share capital:
Shares issued in relation to acquisition				11,600,000

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PENSIONS - Asset Allocation (Details)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Marine Scheme
Pensions:
Target allocation	100.00%
Actual allocation	100.00%	100.00%
Marine Scheme | Minimum [Member] | Equity
Pensions:
Target allocation, minimum	30.00%
Actual allocation		30.00%	30.00%
Marine Scheme | Minimum [Member] | Bonds
Pensions:
Target allocation, minimum	10.00%
Actual allocation		10.00%	10.00%
Marine Scheme | Minimum [Member] | Other
Pensions:
Target allocation, minimum	20.00%
Actual allocation		20.00%	20.00%
Marine Scheme | Maximum [Member] | Equity
Pensions:
Target allocation, maximum	65.00%
Actual allocation		65.00%	65.00%
Marine Scheme | Maximum [Member] | Bonds
Pensions:
Target allocation, maximum	50.00%
Actual allocation		50.00%	50.00%
Marine Scheme | Maximum [Member] | Other
Pensions:
Target allocation, maximum	40.00%
Actual allocation		40.00%	40.00%
UK Scheme
Pensions:
Target allocation	100.00%
Actual allocation	100.00%	100.00%
UK Scheme | Equity
Pensions:
Target allocation	70.00%
Actual allocation	71.00%	72.50%
UK Scheme | Bonds
Pensions:
Target allocation	30.00%
Actual allocation	29.00%	22.50%
UK Scheme | Cash
Pensions:
Target allocation	0.00%
Actual allocation	0.00%	5.00%

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FINANCIAL INSTRUMENTS (Tables)

12 Months Ended

Dec. 31, 2013

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Interest rate derivatives

As of December 31, 2013, we have entered into the following interest rate swap transactions involving the payment of fixed rates in exchange for LIBOR as summarized below.  The summary also includes those that are designated as cash flow hedges:

Instrument (in thousands of $)	Notional value	Maturity Dates	Fixed Interest Rates
Interest rate swaps:
Receiving floating, pay fixed	128,021	2015	3.57% to 4.52%

Effect of cash flow hedging relationships on statements of operations

The effect of cash flow hedging relationships relating to swap agreements on the consolidated statements of operations is as follows:

(in thousands of $)	Effective portion (Loss)/gain reclassified from Accumulated Other Comprehensive Loss				Ineffective Portion
Derivatives designated as hedging instruments location	2013		2012	2011	2013	2012		2011
Interest rate swaps Other financial items, net	(1,644	)	—	—	542	(535	)	(632	)
Interest rate swaps Gain on sale of Maria, net	2,370		—	—	—	—		—

Effect of cash flow hedging relationships on statements of changes in equity

The effect of cash flow hedging relationships relating to interest rate swap agreements to the consolidated statements of changes in equity is as follows:

(in thousands of $)	Amount of gain recognized in other comprehensive income on derivative (effective portion)
Derivatives designated as hedging instruments	2013	2012	2011
Interest rate swaps	4,147	1,547	1,024

Fair value hierarchy of derivative and non-derivative financial instruments

The fair value hierarchy has three levels based on reliability of inputs used to determine fair value as follows:

Level 1: Quoted market prices in active markets for identical assets and liabilities;

Level 2: Observable market based inputs or unobservable inputs that are corroborated by market data;

Level 3: Unobservable inputs that are not corroborated by market data.

There have been no transfers between different levels in the fair value hierarchy during the year.

	Fair value	2013	2013	2012	2012
(in thousands of $)	Hierarchy(1)	Carrying Value	Fair Value	Carrying Value	Fair Value
Non-Derivatives:
Cash and cash equivalents	Level 1	125,347	125,347	424,714	424,714
Restricted cash and short-term investments	Level 1	26,543	26,543	1,551	1,551
Investment in available-for-sale securities	Level 1	267,352	267,352	353,034	353,034
Cost method investments	Level 3	204,172	218,647	198,524	200,747
Amounts due from Golar Partners	Level 1	—	—	34,953	36,109
Long-term debt – convertible bond (1)	Level 1	233,020	254,063	228,331	251,250
Long-term debt – floating (1)	Level 1	434,008	434,008	276,575	276,575
Long-term debt - due to related party (1)	Level 1	50,000	50,000	—	—
Derivatives:
Interest rate swaps asset (2) (3)	Level 2	46,827	46,827	—	—
Interest rate swaps liability (2)	Level 2	11,401	11,401	26,472	26,472
Foreign currency swaps liability	Level 2	729	729	94	94

(1) Our debt obligations are recorded at amortized cost in the consolidated balance sheet.

(2) Derivative liabilities are captured within other current liabilities and derivative assets are captured within long-term assets on the balance sheet.

(3) The fair value/carrying value of interest rate swap agreements that qualify and are designated as a cash flow hedge as at December 31, 2013 and 2012, was $5.3 million (with a notional value of $128.0 million) and $12.9 million (with a notional value of $180.1 million), respectively. The expected maturity of these interest rate agreements is from January 2015 to April 2015.

Schedule of Net Investment Hedges, Statements of Financial Performance and Financial Position, Location [Table Text Block]

The following table summarizes the fair value of derivative instruments on a gross basis recorded in our consolidated balance sheets as of December 31, 2013 and 2012:

	Balance sheet classification	2013	2012
(in thousands of $)
Asset Derivatives
Interest rate swaps not designated as hedges	Other non-current assets	46,827	—
Liability Derivatives
Interest rate swaps designated as hedges	Other current liabilities	6,072	12,950
Interest rate swaps not designated as hedges	Other current liabilities	5,329	13,522
Foreign currency swap not designated as hedge	Other current liabilities	729	94
Total liability derivatives		12,130	26,566

Offsetting Assets [Table Text Block]

We have elected not to offset the fair values of derivative assets and liabilities executed with the same counterparty that are generally subject to enforceable master netting arrangements. However, if we were to offset and record the asset and liability balances of derivatives on a net basis, the amounts presented in our consolidated balance sheets as of December 31, 2013 and 2012 would be adjusted as detailed in the following table:

	2013				2012
	Gross amounts presented in the consolidated balance sheet	Gross amounts not offset in the consolidated balance sheet subject to netting agreements		Net amount	Gross amounts presented in the consolidated balance sheet	Gross amounts not offset in the consolidated balance sheet subject to netting agreements	Net amount
(in thousands of $)
Total asset derivatives	46,827	(4,327	)	42,500	—	—	—
Total liability derivatives	12,130	(4,327	)	7,803	26,566	—	26,566

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SHARE CAPITAL AND SHARE OPTIONS

12 Months Ended

Dec. 31, 2013

SHARE CAPITAL AND SHARE OPTIONS [Abstract]

SHARE CAPITAL AND SHARE OPTIONS

30. SHARE CAPITAL AND SHARE OPTIONS

Our ordinary shares are listed on the Nasdaq Stock Exchange. We delisted from the Oslo Stock Exchange on August 30, 2012.

As at December 31, 2013 and 2012, our authorized and issued share capital is as follows:

Authorized share capital:

(in thousands of $, except per share data)	2013	2012
100,000,000 common shares of $1.00 each	100,000	100,000

Issued share capital:

(in thousands of $, except per share data)	2013	2012
80,579,295 outstanding issued common shares of $1.00 each (2012: 80,503,364)	80,580	80,504

We issued 0.1 million and 0.3 million common shares upon the exercise of stock options in December 31, 2013 and 2012, respectively.  In addition, a further 11.6 million shares were issued in 2011 in relation to the acquisition of the non-controlling interest in Golar Energy.  

Treasury shares

In November 2007, our board of directors approved the buyback of up to a maximum of 1.0 million shares in the Company. As at December 31, 2013, a further 0.3 million shares in the Company maybe repurchased. The holding of treasury shares was held in connection with our share options plans.

The number of treasury shares held by us is as follows:

(Number of shares in thousands)	2013	2012	2011
At January 1	—	—	150
Disposed of during the year	—	—	(150	)
At December 31	—	—	—

Share options

Golar share options

In July 2001, our board of directors approved the grant of options to eligible employees to acquire an aggregate 2.0 million shares in the Company. In July 2001, we granted 0.4 million share options to certain directors and officers. The options vested in July 2002, and have a ten year term. As of December 31, 2013, these options have all been exercised.

In February 2002, our board of directors approved the Golar LNG Limited Share Option Scheme ("Golar Scheme"). The Golar Scheme permits the board of directors, at its discretion, to grant options to acquire shares in the Company to employees and directors of the Company or its subsidiaries.  Options granted under the scheme will vest at a date determined by the board at the date of the grant. The options granted under the plan to date have five year terms and vest equally over a period of three to four years. There is no maximum number of shares authorized for awards of equity share options, and either authorized unissued shares or treasury shares in the Company may be used to satisfy exercised options.

In connection with the delisting of Golar Energy, previously granted options for 5.4 million shares in Golar Energy were cancelled in May 2011 and concurrently replaced with 0.9 million new options in Golar. There were no changes in the terms of the options except that the exchange of shares was equal to one Golar share for every 6.06 Golar Energy share. This was accounted for as a modification of previous awards of equity instruments.  However, we recorded no difference between the total incremental cost of the original and modified options as the fair value of the options modified was below the fair value of the original options granted.

As at December 31, 2013, 2012 and 2011, the number of options outstanding in respect of Golar shares was 0.5 million, 0.6 million and 0.8 million, respectively.

Golar Energy share options

In August 2009, the board of directors of our subsidiary, Golar Energy approved the Golar LNG Energy Share option Scheme ("Energy Scheme"). The terms of the Energy Scheme follow that of the Golar Scheme.

In June 2011, in connection with the delisting of Golar Energy, previously granted options for 5.4 million shares in Golar Energy were cancelled and concurrently replaced with new options in Golar (as discussed above).  Accordingly, as of December 31, 2013, 2012 and 2011, there were nil options outstanding under the Energy Scheme.  

The fair value of each option award is estimated on the grant date or modification date using the Black-Scholes option pricing model. The weighted average assumptions used are noted in the table below:

	2013		2012		2011
Risk free interest rate	2.0	%	2.0	%	1.8	%
Expected volatility of common stock	56.9	%	56.9	%	53.2	%
Expected dividend yield	0.0	%	0.0	%	0.0	%
Expected life of options (in years)	2.6 years		2.6 years		2.6 years

The assumption for expected future volatility is based primarily on an analysis of historical volatility of our common stock.  We use the simplified method for making estimates as to the expected term of options, based on the vesting period of the award and represents the period of time that options granted are expected to be outstanding.  The dividend yield has been estimated at 0.0% as the exercise price of the options, granted in 2006 and later, are reduced by the value of dividends, declared and paid on a per share basis.

A summary of option activity (including Golar Energy options prior to cancellation in May 2011) as at December 31, 2013, 2012 and 2011, and changes during the years then ended are presented below:

(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, 2010	7,279		$	2.96	2.0
Exercised during the year	(1,604	)	$	7.46
Forfeited during the year	(285	)	$	5.43
Options exchanged
- Golar Energy options exchanged and cancelled	(5,438	)	$	1.95
- Golar LNG options issued	897		$	11.84
Options outstanding at December 31, 2011	849		$	10.11	1.2
Exercised during the year	(267	)	$	1.54
Forfeited during the year	(1	)	$	8.54
Options outstanding at December 31, 2012	581		$	7.86	0.8
Exercised during the year	(76	)	$	8.01
Forfeited during the year	(7	)	$	6.58
Options outstanding at December 31, 2013	498		$	6.36	0.3

Options exercisable at:
December 31, 2013	409	$	6.50	0.1
December 31, 2012	323	$	8.46	0.3
December 31, 2011	299	$	9.94	0.3

The exercise price of all options except for those issued in 2001, is reduced by the amount of the dividends declared and paid; the above figures for options granted, exercised and forfeited show the average of the prices at the time of granting, exercising and forfeiting of the options, and for options outstanding at the beginning and end of the year, the average of the reduced option prices is shown.

The intrinsic value of share options exercised in the years ended December 31, 2013, 2012 and 2011 was $2.2 million, $6.3 million and $14.9 million, respectively.

As at December 31, 2013, the intrinsic value of share options that were both outstanding and exercisable was $14.9 million (2012: $16.8 million).

The total fair value of share options vested in the years ended December 31, 2013, 2012 and 2011 was $3.8 million, $4.8 million and $6.3 million, respectively.

Compensation cost of $0.5 million, $1.4 million and $2.0 million has been recognized in the Consolidated Statement of Operations for the years ended December 31, 2013, 2012 and 2011, respectively.

As of December 31, 2013, the total unrecognized compensation cost amounted to $0.2 million (2012: $0.6 million) relating to options outstanding is expected to be recognized over a weighted average period of 0.3 years.

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EARNINGS PER SHARE

12 Months Ended

Dec. 31, 2013

Earnings Per Share [Abstract]

EARNINGS PER SHARE

12. EARNINGS PER SHARE

Basic earnings per share ("EPS") are calculated with reference to the weighted average number of common shares outstanding during the year.  Treasury shares are not included in the calculation.  The computation of diluted EPS for the years ended December 31, 2013, 2012 and 2011, assumes the conversion of potentially dilutive instruments.

The components of the numerator for the calculation of basic and diluted EPS are as follows:

(in thousands of $)	2013	2012	2011
Net income attributable to Golar LNG Ltd stockholders – basic	135,713	971,303	46,650
Add: Interest expense on convertible bonds	—	11,358	—
Net income attributable to Golar LNG Ltd stockholders - diluted	135,713	982,661	46,650

The components of the denominator for the calculation of basic and diluted EPS are as follows:

(in thousands)	2013	2012	2011
Basic earnings per share:
Weighted average number of common shares outstanding	80,530	80,324	74,707
Diluted earnings per share:
Weighted average number of common shares outstanding	80,530	80,324	74,707
Effect of dilutive share options	381	380	326
Effect of dilutive convertible bonds	4,545	3,539	—
Common stock and common stock equivalents	85,456	84,243	75,033

Earnings per share are as follows:

	2013		2012		2011
Basic	$	1.69	$	12.09	$	0.62
Diluted	$	1.59	$	11.66	$	0.62

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INVESTMENTS IN AFFILIATES - Ownership Percentage (Details)	Dec. 31, 2013		Dec. 31, 2012
Golar LNG Partners
Equity method investments:
Investments, ownership percentage	41.40%		0.00%
Participation in equity method investment	25.40%	[1],[2]	29.90%	[1],[2]
Egyptian Company for Gas Services S.A.E
Equity method investments:
Participation in equity method investment	50.00%		50.00%
Golar Wilhelmsen Management AS
Equity method investments:
Participation in equity method investment	60.00%		60.00%

[1] Golar Partners and its subsidiaries were included in our consolidated financial statements until December 13, 2012, following its first AGM upon which the majority of directors were elected by the common unitholders, Golar Partners was deconsolidated and our interests in the subordinated units were accounted for under the equity method from that date (see note 5 for further details).

[2] We held a 41.4% (2012: 54.1%) ownership in Golar Partners as of December 31, 2013. However the 25.4% (2012: 29.9%) interest refers only to our interests in the subordinated units which are subject to the equity method accounting.