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The following discussion of our financial condition and results of operations should be read in conjunction with the sections of this Annual Report entitled “Item 4. Information on the Company” and our consolidated financial statements included herein. Our financial statements have been prepared in accordance with U.S. GAAP. This discussion includes forward-looking statements based on assumptions about our future business. You should also review the section of this Annual Report entitled “Cautionary Statement Regarding Forward-Looking Statements” and “Item 3. Key Information - D. Risk Factors” for a discussion of important factors that could cause our actual results to differ materially from the results described in or implied by certain forward-looking statements.
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Significant Developments since January 1, 2026
Significant developments since January 1, 2026 until March 16, 2026 are discussed below.
•Release of restricted cash – LNG Hrvatska performance guarantees
In July 2025, we entered into an agreement with LNG Hrvatska to mutually terminate the Operate and Maintain (“O&M”) agreement prior to its contractual expiry date. Under the deed of termination, the two cash-backed performance guarantees related to the O&M agreement were discharged. In January 2026, the restricted cash plus accrued interest associated to the performance guarantees amounting to $13.3 million was released.
•Dividends
In February 2026, we declared a dividend of $0.25 per share in respect of the three months ended December 31, 2025 to shareholders of record on March 9, 2026, which was paid on March 18, 2026.
•SESA shareholder loan
In February 2026, we entered into a credit agreement under which we agreed to provide SESA, as borrower, with a credit facility of up to $5.6 million.
Subsequent to execution of the agreement, SESA has drawn $2.6 million under the facility. Amounts drawn bear interest at Term SOFR plus a margin of 3.875%, with interest payable semi-annually. The loan matures on April 15, 2029, with principal repayable in two equal semi-annual installments.
•Sale of investment in OLT
In March 2026, we sold our entire 2.69% shareholding in OLT Offshore LNG Toscana S.p.A., which was fully impaired in 2019, pursuant to a Sale and Purchase Agreement with SNAM S.p.A. for a consideration of $3.1 million.
•Strategic review
In March 2026, a formal process to evaluate strategic alternatives to accelerate our FLNG growth pipeline and maximize shareholder value was initiated. In connection with this process, we have appointed Goldman Sachs International as our financial advisor. The strategic review will include a comprehensive evaluation of Golar’s platform, including our industry-leading FLNG technology, long-term contract backlog, and growth pipeline. Potential alternatives to be explored include, but are not limited to, a sale of the Company, a merger or other business combination, divestiture of assets, or further optimization of the corporate structure. The Company will target solutions that unlock shareholder value and enable faster roll-out of Golar’s FLNG growth pipeline. There can be no assurance that the strategic review will result in any transaction or other strategic outcome, nor have we established a definitive timetable for the completion of this process.
Factors Affecting Our Future Results of Operations and Financial Condition
Our historical results of operations may not be indicative of our future results of operations which may be principally affected for the following reasons:
•Utilization of the FLNG Gimi and our continued obligations under the LOA. During the term of the LOA, we remain exposed to key risks, including underperformance against contracted capacity, payment disputes or defaults, termination events, and unforeseen costs or liabilities. Our ability to sustain or enhance FLNG Gimi’s economics depends on delivering consistent operational performance and executing production optimization initiatives, which may require additional capital investment or regulatory approvals and may not generate the expected returns. Any vessel unavailability, shortfall in production, material cost overruns, contractual termination, or prolonged operational disruption could have a material adverse effect on our results of operations, cash flows, and financial condition.
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•Utilization of FLNG Hilli under the remaining LTA term. With the LTA maturing in mid-July 2026, FLNG Hilli remains well positioned to deliver reliable production and strong cash flow generation through the end of the contract term. We continue to focus on maximizing operational uptime and performance to fully capture the remaining contractual value. In parallel, we are executing a structured exit from Cameroon, with clear plans in place to ensure compliance with all applicable legal, tax, social and environmental requirements. Through proactive stakeholder engagement, we are committed to completing the transition responsibly while protecting shareholder value and financial performance. However, any failure to comply with applicable requirements or to execute the transition as planned could have a material adverse effect on our results of operations, cash flows, and financial condition.
•Timely execution of the FLNG Hill's pre-deployment refurbishment. Following the LTA’s contractual maturity, FLNG Hilli will undertake a planned $350 million refurbishment program to upgrade the vessel and extend her economic life ahead of her 20-year redeployment with SESA in Argentina. This investment is expected to position Hilli for long-term, stable cash flow generation under a new contract and reinforces the strategic value of the asset within our portfolio. We are required to satisfy certain contractual obligations with SESA, including timely delivery of the vessel onsite and compliance with agreed technical performance specifications. While we have established detailed project plans and oversight structures to support disciplined execution, the refurbishment remains subject to customary project risks, including contractor performance and delays, cost inflation and supply chain constraints. Any material delays, cost overruns or failure to meet contractual specifications could lead to reduced or deferred revenues and higher capital expenditures than anticipated, which could adversely affect our results of operations, cash flows and financial condition.
•Timely and on budget conversion of the MKII FLNG. The MKII FLNG is the first application of Golar’s MKII design and is supported by a 20-year contract with SESA. The conversion requires significant technical execution, complex project management and substantial capital investment. In addition, we are required to meet specified delivery milestones and performance standards under the SESA contract. As with any large-scale conversion project, execution is subject to risks, including contractor performance and delays, cost escalation, supply chain constraints and permitting or regulatory approvals. Any material delays, cost overruns or failure to achieve contractual performance specifications could negatively impact project economics and delay the commencement of revenue generation.
•Customer concentration. Our operating revenues are generated from a limited number of customers under long-term contracts, one of which will mature in July 2026. The temporary reduction in earnings associated with the transition of one of our assets could adversely affect our results of operations, cash flows and financial condition. This interim revenue and cash flow gap is expected to narrow as FLNG Hilli commences its 20-year contract with SESA in 2027 and when the MKII FLNG begins operations in 2028, materially strengthening our revenue base.
•Access to capital and compliance with financing arrangements. Our business is capital-intensive and requires substantial financing. A significant portion of our indebtedness is secured by our FLNG units. We expect to require additional capital transactions or financings to support future projects, including the current MKII FLNG conversion and other growth initiatives. There can be no assurance that we will be able to obtain new financing or refinance existing indebtedness on acceptable terms, on a timely basis or at all.
•Risk of breach of certain debt covenants. Our loan agreements and lease financing arrangement require us to maintain specific financial levels and ratios, including minimum amounts of available cash, minimum ratios of current assets to current liabilities (excluding current portion of long-term debt), minimum levels of stockholders’ equity and maximum loan amounts to value. If certain covenants are breached, we may be required to make further principal repayments ahead of our loan maturity, which would reduce our available cash.
Please see the section of this Annual Report entitled “Item 3. Key Information - D. Risk Factors” for a discussion of certain risks inherent in our business.
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Important Financial and Operational Terms
We use a variety of financial and operational terms when analyzing our performance. These include but are not limited to the following:
Liquefaction services revenue: For the FLNG Hilli LTA, we consider the provision of liquefaction services capacity as a single performance obligation recognized evenly over time. We consider our services (the receipt of customer’s gas, treatment and temporary storage on board our FLNG and delivery of LNG to waiting carriers) to be a series of distinct services that are substantially the same and have the same pattern of transfer to our customer. We recognize revenue when obligations under the terms of our contract are satisfied. We have applied the practical expedient to recognize liquefaction services revenue in proportion to the amount we have the right to invoice. Overproduction and underutilization arrangements in the LTA are variable consideration, estimated using the expected value method and recognized using the output method to the extent it is probable that a significant reversal will not occur.
Sales-type lease receivable in excess of interest income: Sales-type lease receivable in excess of interest income is a non-U.S. GAAP financial measure which represents the lease receivable principal amortization component of the total amounts invoiced under the FLNG Gimi sales-type lease. Amounts recognized as sales type lease revenue is analogous to the interest income component earned, while the principal amortization is treated as a reduction to the lease receivable balance presented in “Net investment in sales-type lease” in our consolidated balance sheet. We included the total invoiced amounts comprising both interest income and principal repayment in our FLNG Adjusted EBITDA to reflect the total cash earnings and economic performance of the FLNG Gimi. This amount is eliminated from the consolidated statement of operations in accordance with U.S. GAAP.
FLNG tariff, net: FLNG tariff, net is a non-U.S. GAAP financial measure that represents the total cash inflow and economic performance generated by our FLNGs during a given period. It is calculated by taking the total amount invoiced for FLNG services, including liquefaction services revenue, sales-type lease revenue, vessel management fees and other revenue and realized gains on oil and gas derivative instruments, adjusted for the amortization of deferred commissioning period revenue, Day 1 gains (deferred revenues) and deferred pre-COD cashflows that is allocated to the non-lease component, the unwinding of liquidated damages, the accretion of unguaranteed residual value and the accruals and other timing related items including tax reimbursement, underutilization, overproduction revenue and demurrage cost. FLNG tariff, net is intended to enhance the comparability of our FLNG performance across periods and with other operational FLNGs in the industry. FLNG tariff, net should not be considered as an alternative to total operating revenue of the FLNG segment or any other performance measure of our financial performance calculated in accordance with U.S. GAAP.
Adjusted EBITDA: Adjusted EBITDA is a non-U.S. GAAP financial measure and is calculated by taking net income/(loss) before net income/(loss) from discontinued operations, net income/(losses) from equity method investments, income taxes, other financial items net, unrealized (losses)/gains on oil and gas derivative instruments, interest expense, net, interest income, other non-operating income/(losses), realized and unrealized MTM (losses)/gains on our investment in listed equity securities, unrealized movements on the oil and gas derivative instruments, losses/(gains) on derivative instruments, impairment of long-lived assets, depreciation and amortization and sales-type lease receivable in excess of interest income. Adjusted EBITDA is a financial measure used by management and investors to assess our total financial and operating performance. Adjusted EBITDA increases the comparability of our operational performance from period to period and against the operational performance of other companies without regard to our financing methods or capital structure. Adjusted EBITDA should not be considered as an alternative to net income or any other measure of our financial performance calculated in accordance with U.S. GAAP. See the section of this Item 5 entitled “A. Operating Results” included herein for a reconciliation of Adjusted EBITDA to net income, the most comparable U.S. GAAP financial measure.
Adjusted EBITDA backlog: Adjusted EBITDA backlog is a non-U.S. GAAP financial measure and represents the share of contracted earnings for executed contracts less forecasted operating expenses for these contracts. Adjusted EBITDA backlog should not be considered as an alternative to net income/(loss) or any other measure of our financial performance calculated in accordance with U.S. GAAP.
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A. Operating Results
In January 2025, our LNG carrier Fuji LNG completed its final cargo delivery under a short-term contract and entered the shipyard in early February 2025 to begin conversion into a MKII FLNG. In the first quarter of 2025, we finalized the sale of our remaining LNG carrier, the Golar Arctic. These key milestones marked our exit from shipping operations. Accordingly, starting in the first quarter of 2025, we no longer classify Shipping as a reportable segment. All associated legacy shipping activities have been included within the broader Corporate and other segment with retrospective effect.
Reconciliations of the 2025 and 2024 consolidated net income/(loss) to Adjusted EBITDA are as follows:
December 31,
(in thousands of $) 2025 2024
Net income 112,576 80,793
Income tax expense/(benefit) 4,307 (18)
Income before income taxes 116,883 80,775
Depreciation and amortization 49,255 53,526
Impairment of long-lived assets — 22,933
Unrealized loss on oil and gas derivative instruments, net 93,102 101,862
Other non-operating (income)/loss, net (29,981) 7,000
Interest income (34,577) (37,350)
Interest expense, net 32,925 —
Losses/(gains) on derivative instruments, net 7,822 (65)
Other financial items, net 15,578 4,317
Net (income)/loss from equity method investments (8,928) 7,502
Sales-type lease receivable in excess of interest income 22,536 —
Adjusted EBITDA 264,615 240,500
Discussed below are the financial statement line items of our consolidated results of operations for the years ended December 31, 2025 and 2024 that are not covered by the segmental analysis presented later in this section:
Income taxes: The increase of $4.3 million in 2025 compared to 2024 was primarily due to higher taxable income resulting from the commencement of operations of the FLNG Gimi in June 2025. Pursuant to the LOA, taxes incurred under the LOA operations are reimbursed by bp, with the corresponding credit recognized within sales-type lease revenue and vessel management fees.
Depreciation and amortization: The decrease of $4.3 million in 2025 compared to 2024 was primarily due to cessation of depreciation for the Fuji LNG following her arrival at CIMC’s yard for conversion to a FLNG in February 2025, and the disposal of the Golar Arctic during the first quarter of 2025.
Impairment of long-lived assets: The impairment charge of $22.9 million in 2024 is associated with our LNG carrier, Golar Arctic. During 2024, we engaged in discussions with multiple potential buyers regarding the sale of the vessel, however, no binding agreement was reached as of December 31, 2024. We conducted an impairment assessment based on the third-party purchase offers received during 2024 as it is more accurately reflective of the vessel's exit price. As a result, an impairment charge of $22.9 million was recognized as of December 31, 2024.
Unrealized loss on the oil and gas derivative instruments, net:
December 31,
(in thousands of $) 2025 2024
Unrealized loss on FLNG Hilli’s oil derivative instrument (55,428) (47,272)
Unrealized loss on FLNG Hilli’s gas derivative instrument (37,674) (6,511)
Unrealized MTM adjustment for commodity swap derivatives — (48,079)
Unrealized loss on oil and gas derivative instruments, net (93,102) (101,862)
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•Unrealized loss on FLNG Hilli’s oil derivative instrument: This reflects the MTM movements related to the changes in the fair value of the FLNG Hilli’s oil derivative instrument embedded in the LTA which we estimated using the discounted future cash flows of the additional payments due to us as a result of Brent linked crude oil prices moving above a contractual oil price floor over the remaining term of the LTA. The increase in unrealized loss of $8.2 million in 2025 compared to 2024 was primarily driven by a reduction in the remaining term of the LTA along with the volatility in the future Brent linked crude oil price curves over the LTA’s remaining term.
•Unrealized loss on FLNG Hilli’s gas derivative instrument: This reflects the MTM movements related to the changes in the fair value of the FLNG Hilli’s gas derivative instrument embedded in the LTA which we estimated using the discounted future cash flows of the additional payments due to us for the 0.2 mtpa incremental LNG capacity over the remaining term of the LTA which is linked to the Dutch Title Transfer Facility (“TTF”) gas prices and forecast Euro/USD exchange rates. The increase in unrealized loss of $31.2 million in 2025 compared to 2024, was primarily driven by a reduction in the remaining term of the LTA along with the volatility in the future TTF linked gas price curves over the LTA’s remaining term.
•Unrealized MTM adjustment for commodity swap derivatives: We previously entered into commodity swaps to hedge our exposure to the TTF linked earnings on the FLNG Hilli. Our exposure is economically hedged by swapping variable cash receipts linked to the TTF index for anticipated future production volumes with fixed payments from our TTF swap counterparties, of which the resultant adjustments were presented in “Realized MTM adjustment on commodity swap derivatives” in the consolidated statements of operations. The decrease of $48.1 million in 2025 compared to 2024, was due to maturity of TTF swaps on December 31, 2024. No new commodity swaps were entered into during the year ended December 31, 2025.
Other non-operating (income)/loss:
December 31,
(in thousands of $) 2025 2024
Gain on deemed sale of FLNG Gimi 29,981 —
Others — (7,000)
Other non-operating (income)/loss, net 29,981 (7,000)
•Gain on deemed sale of FLNG Gimi on COD: In June 2025, FLNG Gimi successfully achieved its COD, marking the commencement of the 20-year lease term with BP Mauritania Investments Limited, a subsidiary of BP p.l.c. (“bp”) under the LOA. As a result, the FLNG Gimi asset under development was derecognized, and a net investment in sales-type lease was recognized resulting in a gain on deemed sale of the FLNG Gimi of $30 million. There was no comparable gains in 2024.
•Others: This relates to payments to Seatrium in relation to FLNG Hilli's utilization bonus and termination fee on our historical third FLNG conversion main building contract. There were no comparable payments made in 2025.
Interest income: The decrease of $2.8 million in 2025 compared to 2024 was primarily due to:
•a $3.8 million decrease in interest income due to lower interest rates for the short term money-market deposits held on December 31, 2025 compared to 2024. At December 31, 2025 and 2024, the cash held in short-term money-market deposits amounted to $920.5 million and $301.8 million, respectively; and
•partially offset by an increase of $1.1 million in interest income due to higher cash balances maintained in bank accounts in 2025 compared to 2024.
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Interest expense: The $32.9 million increase in interest expense in 2025 compared to 2024 was primarily due to:
•higher corporate debt interest expense inclusive of the amortization of related deferred financing costs following the issuance of the $575 million 2025 Convertible Bonds in June 2025 and the $500 million 2025 Senior Unsecured Notes in October 2025; and
•changes in the capitalization of borrowing costs following the achievement of COD of FLNG Gimi, after which borrowing costs were no longer capitalized to FLNG Gimi and were recognized as expense.
(Losses)/gains on derivative instruments, net:
December 31,
(in thousands of $) 2025 2024
Net interest income on undesignated interest rate swaps (“IRS”) derivatives 3,339 6,036
Unrealized MTM adjustment for IRS derivatives (11,161) (5,971)
(Losses)/gains on derivative instruments, net (7,822) 65
•Net interest income on undesignated IRS derivatives: This reflects the net interest exposure in relation to our IRS derivatives. The decrease of $2.7 million net interest income in 2025 compared to 2024 was driven largely by the movements in the SOFR.
•Unrealized MTM adjustment for IRS derivatives: This reflects the MTM movements related to the changes in the fair value of our IRS derivatives. As of December 31, 2025 and 2024, we had an IRS portfolio with a notional amount of $600.0 million and $518.5 million respectively, none of which are designated as hedges for accounting purposes. The $5.2 million increase in unrealized MTM loss in 2025 compared to 2024 was driven by higher notional values of our swap portfolio partially offset by fair value adjustments reflecting our creditworthiness and that of our counterparties.
Other financial items, net:
December 31,
(in thousands of $) 2025 2024
Loss on debt extinguishment (9,954) —
Financing arrangement fees and other related costs (3,316) (5,157)
Foreign exchange (loss)/gain on operations (1,716) 205
Amortization of debt guarantees 106 1,432
Other (698) (797)
Other financials items, net (15,578) (4,317)
•Loss on debt extinguishment: The $10.0 million loss on extinguishment in 2025 relates to the write-off of the unamortized deferred financing costs following the refinancing of the $700 million Gimi facility ahead of maturity. There were no comparable charges in 2024.
•Financing arrangement fees and other related costs: The decrease in financing arrangement fees and other related costs of $1.8 million in 2025 compared to 2024 was primarily due to $1.5 million decrease in fees from the parent of the FLNG Hilli's lessor variable interest entity (“VIE”) which we consolidate.
•Foreign exchange (loss)/gain on operations: The increase in foreign exchange loss in 2025 compared to a foreign exchange gain in 2024 of $1.9 million was mainly driven by the weakening of the U.S. Dollar against the Euro, Central African CFA franc (XAF) and Mauritanian Ouguiya (MRU) which are used for payments to our European vendors and offshore personnel, as well as for our operations in Cameroon and Mauritania/Senegal, respectively.
•Amortization of guarantees: This relates to fees earned from guarantees provided to our former subsidiaries and investees. The decrease of $1.3 million in 2025 compared to 2024 was mainly due to the maturity of the various guarantees provided.
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Net (income)/loss from equity method investments: This represents our share of earnings from our equity accounted investments, as well as gains or losses on disposals and impairment charges related to these investments. The increase of $16.4 million in net income from equity method investments in 2025 compared to a net loss in 2024 was primarily due to:
•$9.8 million increase in the gain on disposals. In 2025, we recognized a $10.3 million gain on the disposal of our remaining 39.1 million Avenir shares, compared to a $0.5 million gain on partial disposal 3.6 million Avenir shares in 2024;
•$2.8 million decrease in impairment charges. In 2024, due to continued uncertainties on the future cashflows from the inclusion of the Higas terminal within Sardinia's regulatory framework, we fully impaired our investment in Higas. There was no comparable impairment charge in 2025; and
•$4.0 million improvement in our share of net losses from our equity method investments in 2025, due to the absence of losses from Avenir and Higas following their respective disposal and impairment in 2024.
The following details our operating results and the resultant Adjusted EBITDA for our reportable segments for the years ended December 31, 2025 and 2024.
December 31, 2025
(in thousands of $) FLNG Corporate and other Total Segment Reporting Elimination Consolidated Reporting
Liquefaction services revenue 226,794 — 226,794 — 226,794
Sales-type lease revenue 91,461 — 91,461 — 91,461
Vessel management fees and other revenues 48,469 25,922 74,391 — 74,391
Time and voyage charter revenues — 876 876 — 876
Total operating revenues 366,724 26,798 393,522 — 393,522
Vessel operating expenses (127,924) (31,970) (159,894) — (159,894)
Administrative expenses (844) (28,750) (29,594) — (29,594)
Project development expenses (15,306) (3,925) (19,231) — (19,231)
Realized gain on oil and gas derivative instruments, net 62,890 — 62,890 — 62,890
Other operating income/(loss) 2,143 (7,757) (5,614) — (5,614)
Sales-type lease receivable in excess of interest income 22,536 — 22,536 (22,536) —
Adjusted EBITDA 310,219 (45,604) 264,615 (22,536) 242,079
December 31, 2024
(in thousands of $) FLNG Corporate and other Total Segment Reporting Elimination Consolidated Reporting
Liquefaction services revenue 224,959 — 224,959 — 224,959
Vessel management fees and other revenues — 23,067 23,067 — 23,067
Time and voyage charter revenues — 12,346 12,346 — 12,346
Total operating revenues 224,959 35,413 260,372 — 260,372
Vessel operating expenses (82,284) (39,299) (121,583) — (121,583)
Administrative expenses (1,269) (26,236) (27,505) — (27,505)
Project development expenses (7,258) (5,083) (12,341) — (12,341)
Realized gain on oil and gas derivative instruments, net 141,088 — 141,088 — 141,088
Other operating income 469 — 469 — 469
Adjusted EBITDA 275,705 (35,205) 240,500 — 240,500
Adjusted EBITDA: Total segment reporting Adjusted EBITDA increased $24.1 million in 2025 compared to 2024, primarily due to the commencement of FLNG Gimi's LOA. The Gimi LOA contributed $162.4 million to operating revenues, partially offset by a corresponding increase in vessel operating expenses of $38.5 million. However, on a consolidated basis, Adjusted EBITDA increased by only $1.6 million in 2025 compared to 2024, primarily due to the accounting impact of the sales-type lease receivable, whereby revenue recognized in excess of interest income is eliminated upon consolidation.
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This increase in Adjusted EBITDA was partially offset by the $78.2 million reduction in realized gains on oil and gas derivative instruments, following the maturity of TTF swaps on December 31, 2024, with no new TTF positions entered into during 2025. Additionally, project development expenses and administrative expenses increased by $6.9 million and $2.1 million, reflecting increased business development activities and higher general overheads, respectively. Other operating losses under the Corporate and Other segment increased by $7.8 million driven by a waiver of our shareholder loan and the loss recognized on the disposal of Golar Arctic.
These movements reflect consolidated changes across all segments. Further details and material movements within specific reportable segments are discussed below.
FLNG segment
This segment includes the operations of FLNG Hilli and FLNG Gimi, as well as our FLNG business development activities and other FLNG projects.
December 31,
(in thousands of $) 2025 2024
Liquefaction services revenue 226,794 224,959
Sales-type lease revenue 91,461 —
Vessel management fees and other revenues 48,469 —
Total operating revenue 366,724 224,959
Realized gain on oil and gas derivative instruments, net 62,890 141,088
Vessel operating expenses (127,924) (82,284)
Administrative expenses (844) (1,269)
Project development expenses (15,306) (7,258)
Other operating income 2,143 469
Sales-type lease receivable in excess of interest income 22,536 —
Adjusted EBITDA 310,219 275,705
For the year ended December 31, 2025, FLNG Hilli maintained its market-leading operational track record and exceeded the contracted production volume for the year. In December 2025, the vessel achieved a major milestone, reaching 10 million tonnes of cumulative LNG production since commencement of the LTA.
Liquefaction services revenue is comprised of the following components:
December 31,
(in thousands of $) 2025 2024
Base tolling fee 204,501 204,501
Amortization of Day 1 gains 12,541 12,575
Incremental base tolling fee 5,000 5,000
Amortization of deferred commissioning period revenue 4,120 4,131
Overproduction 371 102
Other 261 (1,350)
Liquefaction services revenues 226,794 224,959
•Base tolling fee: Under the terms of the LTA, we invoice and recognize base tolling fees up to the contracted annual base capacity so long as actual production is 95% of the contracted base capacity, provided that there are no services unavailability considered our fault in a given contract year.
•Amortization of Day 1 gains: This relates to the amortization of the FLNG Hilli’s deferred Day 1 gains on the oil and gas derivative instruments embedded in the LTA. In July 2021, we entered into LTA Amendment 3 which increased the annual capacity utilization of FLNG Hilli by 0.2 mtpa of LNG for the contract year 2022. In July 2022, the Customer exercised the option to maintain the increased annual contracted volume of 1.4 million tonnes from January 2023 until July 2026 resulting to the extension to the initial amortization profile of the TTF linked Day 1 gain until July 2026.
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•Other: Other is comprised of accrued demurrage cost recognized in the period during which the production delay occurred, as well as the unwinding of deferred liquidated damages incurred prior to contract commencement in 2018. The increase of $1.6 million in 2025 compared to 2024 was primarily due to the absence of accrued demurrage cost in the current year.
Sales-type lease revenues: FLNG Gimi has a nameplate liquefaction capacity of 2.7 MTPA. The contractual day rate, which corresponds to annual Adjusted EBITDA of approximately $215 million on a 100% basis, is based on a guaranteed availability of 90% of nameplate capacity, equivalent to approximately 2.4 MTPA. The unit is compensated on an availability basis, with the invoiced day rate adjusted upward or downward if actual production exceeds or falls below the contracted 2.4 MTPA level.
FLNG Gimi achieved COD in June 2025 and is currently optimizing operations in close collaboration with the GTA project’s upstream partners. Actual production for the year ended December 31, 2025 has exceeded scheduled production, and meaningful operational efficiencies have been realized. As a result, the invoiced day rate for the fourth quarter of 2025 was 3% above the contractual base day rate.
Under FLNG Gimi’s LOA, total consideration is allocated between lease and non-lease components. The lease component, representing the right to use FLNG Gimi, is accounted for as a sales-type lease. As operations commenced in June 2025, there are no comparable amounts for the corresponding period in 2024.
Sales-type lease revenue is comprised of the following components:
December 31,
(in thousands of $) 2025 2024
Sales-type lease revenue 62,724 —
Variable lease revenue 23,335 —
Accretion of unguaranteed residual value 3,296 —
Other 2,106 —
Sales-type lease revenue 91,461 —
•Sales-type lease revenue: This reflects the interest income recognized on the net investment in the sales-type lease on FLNG Gimi since commencement of operations in June 2025, calculated using the implicit rate in the lease.
•Variable lease revenue: This reflects variable payments not included in the fixed consideration of the lease including overproduction, underutilization, and other operational adjustments invoiced since commencement of operations.
•Accretion of unguaranteed residual value: This relates to the periodic accretion in the present value of the unguaranteed residual value of FLNG Gimi, recognized over the lease term using the effective interest method.
•Other: This reflects taxes that are reimbursable under the LOA and accrued demurrage costs.
Vessel management fees and other revenues: Vessel management fees and other revenues reflects the non-lease component of the FLNG Gimi's LOA, representing O&M services. As operations commenced in June 2025, there are no comparable amounts for the same period in 2024. Vessel management fees and other revenues is comprised of the following components:
December 31,
(in thousands of $) 2025 2024
O&M service revenue 46,029 —
Amortization of deferred pre-COD cash flows 1,026 —
Other 1,414 —
Vessel management fees and other revenues 48,469 —
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•O&M service revenue: This reflects the non-lease O&M services component recognized since commencement of FLNG Gimi's operations in June 2025.
•Amortization of deferred pre-COD cash flows: This reflects the amortization of the non-lease component of pre-COD cash flows received from bp in relation to FLNG Gimi's LOA, recognized over the term of the LOA on a straight-line basis.
•Other: This reflects taxes reimbursable under the LOA, overproduction, underutilization, and accrued demurrage costs.
Realized gain on oil and gas derivative instrument, net:
December 31,
(in thousands of $) 2025 2024
Realized gain on FLNG Hilli’s oil derivative instrument 34,051 68,700
Realized gain on FLNG Hilli’s gas derivative instrument 28,839 22,950
Realized MTM adjustment on commodity swap derivatives — 49,438
Realized gain on oil and gas derivative instruments, net 62,890 141,088
•Realized gain on FLNG Hilli’s oil derivative instrument: This reflects the billings above the FLNG Hilli’s base tolling fee when the Brent linked crude oil price is greater than $60 per barrel. The decrease of $34.6 million in 2025 compared to 2024 was driven by lower three-month look-back average oil price of $70.91/barrel for 2025 compared to $82.0/barrel for 2024.
•Realized gain on FLNG Hilli’s gas derivative instrument: This reflects the tolling fee in excess of the contractual floor rate, linked to TTF prices and the Euro/USD foreign exchange movements. The increase of $5.9 million in 2025 compared to 2024, was driven by higher one-month look-back average TTF price of €37.69 for 2025, compared to a TTF price of €33.83 for 2024.
•Realized MTM adjustment on commodity swap derivatives: We entered into commodity swaps to hedge our exposure of FLNG Hilli’s tolling fee that is linked to the TTF index pursuant to the second amendment to the LTA, all of which were attributable to us. The decrease of $49.4 million in 2025 compared to 2024 was driven by the maturity of TTF swaps on December 31, 2024. No new commodity swaps were entered into during the year ended December 31, 2025.
December 31,
(in thousands of $) 2025 2024
Other Financial Data:
Liquefaction services revenue 226,794 224,959
Sales-type lease revenue 91,461 —
Vessel management fees and other revenues 48,469 —
Total operating revenue 366,724 224,959
Realized gain on oil and gas derivative instruments, net 62,890 141,088
Amortization of deferred commissioning period revenue, Day 1 gains and deferred pre-COD cash flows, accretion of unguaranteed residual value, accrued tax receipt, over/underproduction and accrued demurrage (23,791) (16,245)
Sales-type lease receivable in excess of interest income 22,536 —
FLNG tariff, net 428,359 349,802
FLNG Tariff, net: The increase of $78.6 million in 2025 compared to 2024 was primarily due to FLNG Gimi's operating revenue contribution following commencement of operations, partially offset by lower realized gain on oil and gas derivative instruments on the FLNG Hilli LTA.
Vessel operating expenses: The increase of $45.6 million in 2025 compared to 2024 was primarily due to:
•a $38.5 million increase in FLNG Gimi's operating expenses since commencement of operations in June 2025;
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•a $3.3 million increase in FLNG Gimi's operating expenses resulting from the commissioning activities, wherein certain costs incurred toward COD did not meet the criteria for capitalization instead were deemed essential operating costs to maintain the vessel's exclusive availability and operational readiness; and
•a $3.7 million increase in FLNG Hilli's operating expenses primarily due to a $3.2 million increase in crew taxes and logistics costs.
Project development expenses: This is comprised of non-capitalizable project-related expenses such as legal, professional and consultancy costs for FLNG projects in the exploratory stages. The increase of $8.0 million in 2025 compared to 2024 was primarily due to $8.9 million of Front-End Engineering Design (“FEED”) study costs incurred in connection with the potential development of a modified MKI FLNG and MKIII FLNG. There were no comparable FEED costs in 2024.
Other operating income: The increase of $1.7 million in 2025 compared to 2024 was primarily due to higher overproduction volumes from FLNG Hilli. Overproduction volumes were 73.6 MMBtu in 2025 compared to 73.1 MMBtu in 2024.
Corporate and other segment
This segment includes our legacy shipping activities, vessel management, floating storage and regasification unit services for third parties, LNG carrier transportation operations, administrative services to affiliates and third parties, corporate overhead costs and other strategic investments. We have offices in Bermuda, London and Oslo, which provide corporate management, commercial, technical, accounting, treasury and administrative support.
December 31,
(in thousands of $) 2025 2024
Vessel management fees and other revenues 25,922 23,067
Time and voyage charter revenues 876 12,346
Total operating revenues 26,798 35,413
Vessel operating expenses (31,970) (39,299)
Administrative expenses (28,750) (26,236)
Project development expenses (3,925) (5,083)
Other operating loss (7,757) —
Adjusted EBITDA (45,604) (35,205)
Vessel management fees and other revenues: The increase of $2.9 million in 2025 compared to 2024 was primarily due to a $3.8 million increase in O&M fees from Snam for the FSRU Italis LNG (formerly known as Golar Tundra), partially offset by a $1.0 million decrease in O&M fees earned following the termination of the O&M Agreement with LNG Hrvatska for the FSRU LNG Croatia in December 2025.
Time and voyage charter revenues: The decrease of $11.5 million in 2025 compared to 2024 was primarily due to reduced revenue from the Golar Arctic and Fuji LNG. Golar Arctic was on commercial waiting time beginning in January 2025 and subsequently sold in the first quarter of 2025, while Fuji LNG ceased earning charter revenue following its arrival at CIMC’s yard for conversion to a FLNG in February 2025.
Vessel operating expenses: The decrease of $7.3 million for 2025 compared to 2024 was primarily driven by reduced operational activity for the Fuji LNG following its arrival at CIMC’s yard for conversion and the disposal of Golar Arctic.
Administrative expenses: The increase of $2.5 million for 2025 compared to 2024 was primarily due to:
•a $6.5 million increase in employee compensation and benefits, professional services and travel expenses in 2025 compared to 2024;
•a $2.7 million increase in employee stock compensation costs following new awards granted in November 2024; and
•partially offset by a $6.7 million higher allocation of management and consultancy fees to vessel operating expenses and project development expenses in our FLNG segment reflecting time spent on FLNG activities.
Project development expenses: The decrease of $1.2 million for 2025 compared to 2024 was primarily due to lower professional and consultancy fees incurred on the flare-to-gas mobile kit project.
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Other operating loss: The other operating loss of $7.8 million in 2025 was primarily comprised of:
•a $7.1 million write off of our shareholder loan to Higas. During the year ended December 31, 2025, Higas entered into a financial restructuring process pursuant to Article 56 of the Italian Business Crisis and Insolvency Code which required the implementation of a recapitalization plan. To enhance the equity position of Higas, together with the other shareholders, we waived our proportionate shareholder loan principal. There were no comparable transactions in 2024; and
•$0.5 million loss on the disposal of Golar Arctic, recognized in “Other Operating (loss)/income.” There were no comparable losses recognized in 2024.
Please refer to Golar LNG Limited’s Annual Report on Form 20-F for the fiscal year ended December 31, 2024 filed with the Commission on March 27, 2025, Item 5 Operating and Financial Review and Prospects - A. Operating Results, for the management discussion and analysis of the operating results for 2024 compared to 2023.
B. Liquidity and Capital Resources
Liquidity and Cash Requirements
We operate in a capital intensive industry, and we have historically financed the purchase of our vessels, conversion projects and other capital expenditures through a combination of borrowings from debt transactions, leasing arrangements with financial institutions, issuance of debt securities, cash generated from operations, sales of vessels and investments and equity capital. Our liquidity requirements relate to servicing our debt, funding our conversion projects, funding investment in the development of our project portfolio, funding working capital requirements, payment of dividends and share repurchases and maintaining cash reserves to satisfy certain of our borrowing covenants (including cash collateral requirements in respect of certain of our derivatives and as security for the provision of letters of credit) and to offset fluctuations in operating cash flows.
Our funding and treasury activities are conducted in accordance with our established corporate policies to maximize investment returns while maintaining appropriate liquidity for our working capital requirements. Cash and cash equivalents are held primarily in U.S. Dollars with some balances held in NOK, Euros, GBP, Central African Francs (“XAF”), Singapore Dollars, and Brazilian Real (“BRL”). We have used derivative instruments for interest rate, foreign currency and commodity risk management purposes.
Our short-term liquidity needs primarily relate to debt servicing, dividend payments, working capital, potential investments, and capital commitments for the MKII FLNG and the FLNG Hilli pre-redeployment refurbishment projects. We believe that our existing cash and cash equivalents and short-term bank deposits, together with cash flow from operations, will be sufficient to support our liquidity and capital requirements for at least the next 12 months from the date of issuance of the financial statements.
As of December 31, 2025, we had cash and cash equivalents (including short-term deposits and restricted cash) of $1,215.4 million, of which $64.2 million is restricted cash. Restricted cash primarily comprised $38.4 million maintained in a debt service reserve account for the duration of the $1.2 billion Gimi facility, $13.3 million in respect of the LNG Hrvatska O&M Agreement (subsequently released in January 2026), $11.4 million cash belonging to the lessor VIE that we are required to consolidate under US GAAP, and $1.1 million relating to office leases. Refer to note 13 “Restricted Cash and Short-term Deposits” of our consolidated financial statements included herein for additional details.
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Since December 31, 2025, significant transactions impacting our cash flows include:
Receipts of:
•$3.1 million relating to the sale of our 2.69% shareholding in OLT Offshore LNG Toscana S.p.A which was fully impaired in year ended December 31, 2019;
Payments of:
•$102.3 million of additions to the asset under development, the MKII FLNG;
•$17.0 million of capital expenditure on the FLNG Hilli redeployment, comprised of engineering services and long lead items;
•$49.2 million of scheduled loan and interest repayments, including receipts under interest rate hedging agreements;
•$25.4 million relating to the quarterly dividend
•$15.4 million capital contribution for our equity interest in SESA;
•$4.7 million distribution to First FLNG Holdings in respect of their shareholding in FLNG Gimi; and
•$2.6 million relating to drawdown under the shareholder loan provided to SESA.
Medium to Long-term Liquidity and Cash Requirements
Our medium and long-term liquidity requirements are primarily for funding future investments and our conversion projects and repayment of long-term debt balances. Sources of funding for our medium and long-term liquidity requirements include new loans, refinancing of existing debt arrangements, and public and private debt or equity offerings.
Cash Flows
The following table summarizes our cash flows from operating, investing and financing activities for the years indicated:
December 31,
(in thousands of $) 2025 2024
Net cash provided by operating activities 470,929 318,241
Net cash used in investing activities (813,197) (416,981)
Net cash provided by financing activities 841,103 43,852
Net increase/(decrease) in cash and cash equivalents, restricted cash, short-term deposits 498,835 (54,888)
Cash and cash equivalents, restricted cash and short-term deposits at the beginning of the year 716,582 771,470
Cash and cash equivalents, restricted cash and short-term deposits at the end of the year 1,215,417 716,582
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Operating activities
Our primary source of cash is generated from the operations of FLNG Hilli and FLNG Gimi. We also generate cash flows from vessel management services and FSRU O&M contracts. Cash used in operating activities primarily relates to crew expenses, repairs and maintenance, spares, stores and consumables, and insurance. Additional operating cash outflows include employee compensation and benefits, audit and accounting fees, legal expenses, general corporate overhead, and project development costs for both existing and prospective FLNG business growth initiatives.
Net cash provided by operating activities increased by $152.7 million in 2025 compared to 2024. This increase was principally driven by a $61.9 million net increase in pre-COD cash flows from FLNG Gimi, reflecting $126.4 million of receipts from bp in 2025 compared to net receipts of $64.5 million in 2024 (comprising $99.5 million of pre-COD receipts from bp partially offset by $35.0 million in liquidated damages we paid bp). The increase further reflects cash receipts from FLNG Gimi’s operating revenues following the commencement of operations in June 2025. These positive contributions were partially offset by lower realized gains on oil and gas derivative instruments for FLNG Hilli compared to 2024, primarily due to the maturity of TTF swaps on December 31, 2024, with no new swaps entered into thereafter.
Investing activities
Cash used in investing activities primarily reflects expenditures related to FLNG conversion projects, loans to related parties, and the acquisition of investments. Conversely, cash provided by investing activities is mainly comprised of proceeds from equity subscriptions, disposals of equity method investments and long-lived assets, as well as repayments of loans by related parties.
Net cash used in investing activities increased by $396.2 million in 2025 compared to 2024, primarily driven by higher capital expenditures of $506.9 million related to our FLNG projects, including the FLNG Gimi conversion prior to COD in June 2025, the MKII FLNG conversion, and the redeployment of FLNG Hilli refurbishment project. We also contributed $30.1 million to our equity method investment in SESA. These increases were partially offset by lower vessel acquisition spend, as $62.2 million was incurred in 2024 to acquire Fuji LNG as the donor vessel for the MKII conversion, with no comparable expenditure in 2025. In addition, we received $63.1 million in proceeds from the disposal of our investment in Avenir and the Golar Arctic in 2025 and $24.2 million lower proceeds from the non-controlling interest’s equity subscription in Gimi MS Corporation following the recent COD of FLNG Gimi.
Financing activities
Cash provided by financing activities primarily consists of proceeds from short-term and long-term debt issuances. Conversely, cash used in financing activities mainly reflects repayments of debt, dividend payments, financing costs, and repurchases of our common shares.
Net cash provided by financing activities increased by $797.3 million in 2025 compared to 2024, primarily driven by higher net proceeds from debt financing transactions during the year. In 2025, we generated $1,058 million in net proceeds from new debt issuances, including the 2025 Convertible Bonds, the 2025 Senior Unsecured Notes, and the $1.2 billion new Gimi debt facility, after giving effect to scheduled debt repayments, repayment of the outstanding principal balance under the refinanced $700 million Gimi debt facility, and financing costs paid.
The higher cash inflows in 2025 were partially offset by a $190.5 million increase in dividends paid to both Golar shareholders and the Gimi MS Corporation non-controlling interest, a $129.9 million increase in opportunistic repurchases of our common shares pursuant to our share buyback program, and $59.9 million lower cash outflows related to the acquisition of the non-controlling interests in Hilli LLC, which occurred in 2024 with no comparable transaction in 2025.
Please refer to Golar LNG Limited’s Annual Report on Form 20-F for the fiscal year ended December 31, 2024 filed with the Commission on March 27, 2025, Item 5 Operating and Financial Review and Prospects - B. Liquidity and Capital Resources - Cash Flows, for the management discussion and analysis of the operating results for 2024 compared to 2023.
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Borrowing Activities
As of December 31, 2025, we were in compliance with all our covenants under our various loan agreements.
See note 19 “Debt” in our consolidated financial statements included herein for additional information on our borrowing activities.
Derivatives
During the year ended December 31, 2025, we use financial instruments to reduce the risk associated with fluctuations in interest rates.
In November 2025, we entered into new interest rate swap agreements to hedge $600 million of the $1.2 billion floating rate debt at a rate of SOFR plus 3.43%.
See note 25 “Financial Instruments” in our consolidated financial statements included herein for additional information.
Contractual Obligations
The following table sets forth our contractual obligations for the periods indicated as at December 31, 2025:
(in millions of $) Total Obligation Due in 2026 Due in 2027 – 2028 Due in 2029 – 2030 Due Thereafter
Financing
Gross Golar long-term and short-term debt(1) 2,575.0 75.0 150.0 1,525.0 825.0
Lessor VIE's sale and leaseback obligations(1) 230.0 230.0 — — —
Interest commitments on long-term debt and other interest rate swaps(2) 772.5 157.6 278.7 240.8 95.4
Capital expenditure commitments(3)
FLNG Gimi 9.6 9.6 — — —
MKII FLNG 1,183.5 416.8 600.4 166.3 —
FLNG Hilli redeployment 319.0 184.3 134.7 — —
SESA capital contributions 66.6 53.2 13.4 — —
Total 5,156.2 1,126.5 1,177.2 1,932.1 920.4
(1)The obligations under long-term and short-term debt above are presented gross of deferred financing costs and exclude accrued interest. Refer to note 19 of our audited consolidated financial statements included herein for additional information.
(2)Our interest commitment on our long-term debt is calculated based on assumed SOFR rates of between 3.11% to 4.08% and takes into account our various margin rates and interest rate swaps associated with each financing arrangement.
(3)This excludes our outstanding committed funding to Macaw Energies amounting to $1.0 million.
C. Research and Development, Patents and Licenses
Not applicable.
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D. Trend Information
Other than as described elsewhere in this Annual Report on Form 20-F, we are not aware of any trends, uncertainties, demands, commitments or events that are reasonably likely to have a material adverse effect on our revenue, income from continuing operations, profitability, liquidity or capital resources, or that would cause our reported financial information not necessarily to be indicative of future operation results or financial condition.
See the sections of this Item 5 entitled “Factors Affecting Our Future Results of Operations and Financial Condition” and “A. Operating Results” included herein for additional information.
E. Critical Accounting Estimates
The preparation of our consolidated financial statements in accordance with U.S. GAAP requires management to make estimates, judgments and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses as well as the disclosure of contingent assets and liabilities. Our significant accounting policies are summarized in note 2 to the consolidated financial statements included herein. The estimates discussed below involve a significant degree of estimation uncertainty and have had or are reasonably likely to have a material impact on our financial condition or results of our operations.
Valuation of FLNG Gimi and sales-type lease accounting of the LOA
Description: The accounting for the LOA for FLNG Gimi represents a critical accounting estimate due to the magnitude of the asset, the 20-year contract term, the complexity of the contractual pricing structure, and the limited availability of observable market data for comparable FLNG transactions.
We determined that the LOA contains both lease and non-lease components. The lease component conveys to the customer the right to control the use of the identified FLNG asset over the contract term, while the non-lease components primarily relate to O&M services. Upon COD on June 12, 2025, we derecognized the $1,823.7 million (note 16) carrying value of FLNG Gimi previously recorded as an asset under development and recognized a net investment in a sales-type lease of $1,767.5 million, together with a gain of $30.0 million.
Judgments and estimates: The accounting required significant judgment in:
•concluding that the arrangement contains a lease and determining lease classification;
•identifying and separating lease and non-lease components;
•allocating total consideration between lease and non-lease components based on relative standalone selling prices;
•determining the fair value of the underlying asset at lease commencement;
•determining the rate implicit in the lease; and
•estimating the fair value of the unguaranteed residual value at the end of the 20-year lease term.
Lease classification required assessing whether the present value of lease payments, together with the estimated residual value, represents substantially all of the fair value of the underlying asset and whether the lease term represents a major part of the asset’s remaining economic life.
The fair value of FLNG Gimi at lease commencement was estimated at approximately $1,854 million. Given the absence of an active market for comparable FLNG vessels, fair value was determined using a cost-based valuation methodology reflecting the specialized and long-lived nature of the asset. This approach incorporates construction and conversion costs, estimates of economic useful life, and assumptions a market participant would make regarding required returns and potential asset obsolescence. Because these assumptions are not directly observable and require significant judgment, changes in these inputs could materially affect the estimated fair value and the related gain recognized at lease commencement.
Management allocated consideration between lease and non-lease components based on an estimate of their relative standalone selling prices at lease commencement. Observable standalone selling prices for comparable FLNG arrangements are limited; therefore, the allocation required the use of valuation methodologies and significant judgment. Changes in the allocation of consideration could affect the amount attributed to the lease component and the gain recognized at commencement.
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The estimate of the unguaranteed residual value at the end of the 20-year lease term required significant judgment due to the long-term nature of the arrangement and the limited availability of observable market data for comparable assets. In developing this estimate, management considered expected future market conditions, remaining economic useful life, and the anticipated condition and marketability of the asset at the end of the lease term. Changes in these assumptions could materially affect the residual value estimate and lease classification.
Effect if actual results differ from assumptions: The initial measurement of the net investment in the lease and the gain recognized at commencement are sensitive to assumptions regarding lease cash flows, the fair value of the underlying asset, the allocation of consideration between lease and non-lease components, the rate implicit in the lease, and the estimated residual value. Material changes in these assumptions could affect:
•lease classification;
•the amount of gain recognized at commencement;
•the carrying amount of the net investment in the lease; and
•the timing and amount of interest income recognized over the lease term.
Accordingly, changes in underlying assumptions could materially impact our results of operations and financial position in future periods.
Recently Issued Accounting Standards
See Item 18. Financial Statements: note 3 “Recently Issued Accounting Standards”.