United States securities and exchange commission logo
September 3, 2021
Eduardo Maranhao
Principal Financial Officer
GOLAR LNG LTD
2nd Floor, S.E. Pearman Building
9 Par-la-Ville Road, Hamilton
HM 11 Bermuda
Re: GOLAR LNG LTD
Form 20-F for the
Fiscal Year ended December 31, 2020
Filed April 22,
2021
File No. 000-50113
Dear Mr. Maranhao:
We have limited our review of your filing to the financial
statements and related
disclosures and have the following comments. In some of our comments, we
may ask you to
provide us with information so we may better understand your disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Form 20-F for the Fiscal Year ended December 31, 2020
Operating and Financial Review and Prospects
Operating Results, page 60
1. We note your disclosure
on page 59 stating that Adjusted EBITDA is a financial measure
used to assess your
"total financial and operating performance" and which increases
comparability of your
"total performance" from period to period and to the performance of
other companies. You
report Adjusted EBITDA measures of $279 million for 2020 and
$255 million for 2019.
However, you do not disclose or discuss the net loss reported in
your primary financial
statements of $(168) million and $(122) million for these periods,
or the net loss
attributable to stockholders of $(274) million and $(212) million.
Please amend your
filing to comply with Instruction 2 to Item 5 of Form 20-F, which
requires a discussion
that is focused on the primary financial statements presented in the
Eduardo Maranhao
FirstName LastNameEduardo Maranhao
GOLAR LNG LTD
Comapany 3,
September NameGOLAR
2021 LNG LTD
September
Page 2 3, 2021 Page 2
FirstName LastName
document. Given that you present Adjusted EBITDA on a consolidated
basis, you should
also provide the disclosures required for non-GAAP measures pursuant
to Item 10(e) of
Regulation S-K, applicable by way of General Instruction C(e) to Form
20-F, including a
presentation, with equal or greater prominence, of the most directly
comparable financial
measure calculated in accordance with GAAP, a reconciliation between
this measure and
Adjusted EBITDA, and the reasons you believe the measure provides
useful
information to investors regarding your financial condition and
results of operations.
Please refer to C&DI 103.02, in which we indicate that net income
would generally be the
GAAP measure most comparable to EBITDA, as this would appear to also
apply to your
non-GAAP measure of Adjusted EBITDA. The emphasis that you have placed
on this
measure and your characterization of it as a measure of total
performance, are contrary to
Item 10(e)(1)(i)(A) and (ii)(E) of Regulation S-K. Please revise
accordingly.
2. We note that you have identified non-GAAP measures elsewhere in your
annual
report and in your earnings releases and interim reports filed on Form
6-K, although you
have not included or identified Adjusted EBITDA as a non-GAAP measure;
and have not
provided equally prominent disclosure of net income or loss. Please
adhere to Regulation
G when you publicly disclose material information that includes your
non-GAAP
measure. This requires a presentation having equal or greater
prominence of the most
directly comparable financial measure calculated and presented in
accordance with
GAAP, and a reconciliation between this measure and your non-GAAP
measure. You
may refer to C&DI 102.10 if you require further clarification or
guidance.
Financial Statements
Note 6 - Segment Information, page F-33
3. We note that you identify and present Adjusted EBITDA as your measure
of segment
profit or loss and reconcile these segment performance measures to a
corresponding
consolidated amount. Please expand or modify your presentation to
reconcile the segment
performance measures to consolidated income or loss before income
taxes and
discontinued operations to comply with FASB ASC 280-10-50-30(b).
Please also disclose on a segment basis interest income, interest
expense, DD&A, unusual
items, income tax expense or benefit, and any significant noncash
items as may include
the unrealized gains and losses on derivatives, if these are regularly
provided to your
CODM, to comply with FASB ASC 280-10-50-22.
Eduardo Maranhao
GOLAR LNG LTD
September 3, 2021
Page 3
In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.
You may contact Mark Wojciechowski, Staff Accountant, at (202) 551-3759
or Karl
Hiller, Branch Chief, at (202) 551-3686 with any questions.
FirstName LastNameEduardo Maranhao Sincerely,
Comapany NameGOLAR LNG LTD
Division of
Corporation Finance
September 3, 2021 Page 3 Office of Energy &
Transportation
FirstName LastName