New Fortress Energy Inc. - Annual Report: 2023 (Form 10-K)

During the years ended December 31, 2023 and 2022, the Company had no transfers in or out of Level 3 in the fair value hierarchy.

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10.

$ Collateral for letters of credit and performance bonds Collateral for interest rate swaps Total restricted cash$ $ Current restricted cash$ $ Non-current restricted cash

11.

$ Automotive diesel oil inventory Bunker fuel, materials, supplies and other Total inventory$ $

. other adjustments were recorded during the years ended December 31, 2023, 2022 and 2021.

12.

$ Recoverable taxes Commodity swap Due from affiliates Assets held for sale Other current assets Total prepaid expenses and other current assets, net$ $

During the fourth quarter of 2023, the Company began to sub-charter the Winter, a vessel included in the Energos Formation Transaction, and an asset was recorded representing the existing charterer's remaining payments to Energos,

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as of December 31, 2023. The Company also recognized a liability of $ (see Note 19) representing the Company's obligation to pay sub-charter payments until the vessel is chartered directly from Energos.

The remaining balance of other current assets as of December 31, 2023 and 2022 primarily consists of deposits, as well as the current portion of contract assets (Note 7).

Assets held for sale

In December 2023, the Company entered into an agreement to sell the vessel, Mazo, for $; the sale closed in the first quarter of 2024, and as such, the vessel has been classified as held for sale as of December 31, 2023. In conjunction with the classification to held for sale, the Company recognized an impairment of $ within Asset impairment expense in the Consolidated Statements of Operations and Comprehensive Income. Nonrecurring, Level 2 inputs were used to

estimate the fair value of the investment for the purpose of recognizing the OTTI.

13.

% ownership interest in both CELSEPAR and Hilli LLC, and both investments have been recognized as equity method investments. As part of the Energos Formation Transaction, the Company contributed certain vessels to Energos in exchange for an equity interest, and this equity interest has been accounted for under the equity method. The Company has a % ownership interest in Energos.

The investment in CELSEPAR was reflected in the Terminals and Infrastructure segment; the investments in Hilli LLC and Energos were reflected in the Ships segment.

$ Capital contributions Dividends()()Equity in earnings of investees Other-than-temporary impairment()()Sale of equity method investments()()Foreign currency translation adjustment Equity method investments as of end of period$ $ $ Energos Total$ $

As of December 31, 2023, the carrying value of the Company’s equity method investments was less than its proportionate share of the underlying net assets of its investee by $. At December 31, 2022, the carrying value of the Company’s equity method investments exceeded its proportionate share of the underlying net assets of its investees by $, and the basis difference attributable to amortizable net assets was amortized to Income (loss) from equity method investments in the Consolidated Statements of Operations and Comprehensive Income over the remaining estimated useful lives of the underlying assets.

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% equity interest in Energos as part of the Energos Formation Transaction in the third quarter of 2022. The Company's equity investment provided certain rights, including representation on the Energos board of directors, that gave the Company significant influence over the operations of Energos, and as such, the investment was accounted for under the equity method. Energos was also an affiliate, and all transactions with Energos were transactions with an affiliate.

Subsequent to December 31, 2023, the Company entered into a Unit Purchase Agreement to sell substantially all of its stake in Energos. As a result of the transaction, the Company has recognized an other than temporary impairment ("OTTI") of the investment in Energos totaling $ for the year ended December 31, 2023, and this loss was recognized in Income (loss) from equity method investments in the Consolidated Statements of Operations and Comprehensive Income. Nonrecurring, Level 2 inputs were used to estimate the fair value of the investment for the purpose of recognizing the OTTI. The sale was completed on February 14, 2023. Following the disposition of substantially all of the stake in Energos, the Company no longer has significant influence over Energos, and the value of any remaining investment will not be accounted for under the equity method.

Due to the timing and availability of financial information of Energos, the Company recognized its proportional share of the income or loss from the equity method investment on a financial reporting lag of one fiscal quarter. For the years ended December 31, 2023 and 2022, the Company has recognized earnings from Energos of $ and $, respectively.

Hilli LLC

On March 15, 2023, the Company completed a transaction with Golar LNG Limited ("GLNG") for the sale of the Company's investment in the common units of Hilli LLC in exchange for approximately million NFE shares and $ in cash (the "Hilli Exchange"). In the fourth quarter of 2022, the Company recognized an OTTI on the investment in Hilli LLC of $; this impairment was recognized in Income (loss) from equity method investments in the Consolidated Statements of Operations and Comprehensive Income. Upon completion of the Hilli Exchange, a loss on disposal of $ was recognized in Other expense (income), net in the Consolidated Statements of Operations and Comprehensive Income. As a result of the Hilli Exchange, the Company no longer has an ownership interest in the Hilli. NFE shares received from GLNG were cancelled upon closing of the Hilli Exchange.

CELSEPAR

CELSEPAR was jointly owned and operated with Ebrasil Energia Ltda. (“Ebrasil”), an affiliate of Eletricidade do Brasil S.A., and the Company accounted for this % investment using the equity method. On May 31, 2022, an indirect subsidiary of NFE and certain Ebrasil sellers as owners of CELSEPAR (the “Sergipe Sellers”), Eneva S.A., as purchaser ("Eneva") and Eletricidade do Brasil S.A. -- Ebrasil, entered into a Share Purchase Agreement pursuant to which Eneva agreed to acquire all of the outstanding shares of (a) CELSEPAR and (b) Centrais Elétricas Barra dos Coqueiros S.A. ("CEBARRA"), which owns GW of expansion rights adjacent to the Sergipe Power Plant, for a purchase price of R$ billion in cash (the “Sergipe Sale”).

The purchase price payable by Eneva accrued interest at a rate of CDI +% from December 31, 2021 until the date of the closing (CDI at closing used for interest calculation purposes) and was subject to certain customary adjustments, including for the amount of any (a) distributions or payments to or for the benefit of Sergipe Sellers and their affiliates and liabilities incurred or assumed for the benefit of Sergipe Sellers or their affiliates, and (b) certain fees and expenses incurred by CELSEPAR and CEBARRA in connection with the Sergipe Sale. The Sergipe Sale was completed on October 3, 2022, and Eneva paid the Sergipe Sellers R$ billion (approximately $ billion using the exchange rate as of the closing date), prior to the settlement of debt, settlement of other contractual liabilities and payment of transaction costs and consent fees at closing. The Company also entered into a foreign currency forward to mitigate foreign currency risk to the expected proceeds from the transaction, and this foreign currency forward settled at the time of the Sergipe Sale resulting in a gain of $, recognized in Other expense (income), net in the Consolidated Statements of Operations and Comprehensive Income.

for the year ended December 31, 2022, and this loss was recognized in Income (loss) from equity method investments in the Consolidated Statements of Operations and Comprehensive Income.

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14.

$ Additions Asset impairment expense ()Impact of currency translation adjustment Assets placed in service()()Construction in progress as of end of period$ $

Interest expense of $, $ and $, inclusive of amortized debt issuance costs, was capitalized for the years ended December 31, 2023, 2022 and 2021, respectively.

The Company has significant development activities in Latin America as well as the development of the Company's Fast LNG liquefaction solution, and the completion of such developments are subject to risks related to successful completion, including those related to government approvals, site identification, financing, construction permitting and contract compliance. The Company's development activities for the year ended December 31, 2023 were primarily focused on Fast LNG and the construction of temporary power generation assets to support the Puerto Rican grid stabilization project; additions to construction in progress in 2023 of $ were to develop Fast LNG projects and Puerto Rican temporary power.

Assets placed in service during 2023 are primarily comprised of assets to support our Puerto Rican temporary power project and our power plant at the Port of Pichilingue in Baja California Sur, Mexico.

15.

$ Terminal and power plant equipment CHP facilities Gas terminals ISO containers and other equipment LNG liquefaction facilities Gas pipelines Land Leasehold improvements Accumulated depreciation()()Total property, plant and equipment, net$ $

The book value of the vessels that were recognized due to the failed sale leaseback in the Energos Formation Transaction as of December 31, 2023 and 2022 was $ and $, respectively.

Depreciation for the years ended December 31, 2023, 2022 and 2021 totaled $, $ and $, respectively, of which $, $ and $, respectively, is included within Cost of sales in the Consolidated Statements of Operations and Comprehensive Income.

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16.

as of both December 31, 2023 and 2022.

The Company performed its annual goodwill impairment test as of October 1, 2023 and 2022 and, in both periods, conducted a qualitative assessment. The Company concluded that the fair value of each reporting unit was greater than the carrying amount, and no goodwill impairment charges were recognized during the years ended December 31, 2023 and 2022.

Intangible assets

$()$ $ Permits and development rights ()() Less: deferred finance charges()Total debt, net deferred finance charges$

The Company's future payments for the Vessel Financing Obligation include the expected carrying value of vessels that will be derecognized at the end of the lease term. The future payments also include third-party charter payments that will be received by Energos and included as part of debt service.

2025 Notes

In September 2020, the Company issued $ of % senior secured notes in a private offering pursuant to Rule 144A under the Securities Act (the “2025 Notes”). Interest is payable semi-annually in arrears on March 15 and September 15 of each year; no principal payments are due until maturity on September 15, 2025. The Company may redeem the 2025 Notes, in whole or in part, at any time prior to maturity, subject to certain make-whole premiums.

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of additional notes on the same terms as the 2025 Notes in a private offering pursuant to Rule 144A under the Securities Act (subsequent to this issuance, these additional notes are included in the definition of 2025 Notes herein). As of December 31, 2023 and 2022, remaining unamortized deferred financing costs for the 2025 Notes were $ and $, respectively.

2026 Notes

In April 2021, the Company issued $ of % senior secured notes in a private offering pursuant to Rule 144A under the Securities Act (the “2026 Notes”). Interest is payable semi-annually in arrears on March 31 and September 30 of each year; no principal payments are due until maturity on September 30, 2026. The Company may redeem the 2026 Notes, in whole or in part, at any time prior to maturity, subject to certain make-whole premiums.

The 2026 Notes are guaranteed on a senior secured basis by each domestic subsidiary and foreign subsidiary that is a guarantor under the 2025 Notes, and the 2026 Notes are secured by substantially the same collateral as the first lien obligations under the 2025 Notes.

In connection with the issuance of the 2026 Notes, the Company incurred $ in origination, structuring and other fees, which was deferred as a reduction of the principal balance of the 2026 Notes on the Consolidated Balance Sheets. As of December 31, 2023 and 2022, total remaining unamortized deferred financing costs for the 2026 Notes was $ and $, respectively.

Vessel Financing Obligation

In connection with the Energos Formation Transaction (see discussion in Note 5), the Company entered into long-term time charter agreements for certain vessels for periods of up to years. Vessels chartered to the Company at the time of closing were classified as finance leases. Additionally, the Company's charter of certain other vessels will commence only upon the expiration of the vessel's existing third-party charters. These forward starting charters prevented the recognition of a sale of the vessels to Energos. As such, the Company accounted for the Energos Formation Transaction as a failed sale-leaseback and has recorded a financing obligation for consideration received.

The Company continues to be the owner for accounting purposes of vessels included in the Energos Formation Transaction (except the Nanook), and as such, the Company will recognize revenue and operating expenses related to vessels under charter to third parties. Revenue recognized from these third-party charters form a portion of the debt service for the financing obligation; at inception of the arrangement, the effective interest rate on this financing obligation was approximately % and includes the cash flows that Energos receives from these third-party charters.

In connection with closing the Energos Formation Transaction, the Company incurred $ in origination, structuring and other fees, of which $ was allocated to the sale of the Nanook and recognized as Other expense (income), net in the Consolidated Statements of Operations and Comprehensive Income. Financing costs of $ were allocated and deferred as a reduction of the principal balance of the financing obligation on the Consolidated Balance Sheets. As of December 31, 2023 and 2022, the remaining unamortized deferred financing costs for the Vessel Financing Obligation was $ and $, respectively.

Revolving Facility

In April 2021, the Company entered into a credit agreement (the "Revolving Credit Agreement") with a bank for $ senior secured revolving credit facility (the "Revolving Facility"). The borrowings under the Revolving Facility bear interest at a Secured Overnight Financing Rate ("SOFR") based rate plus a margin based upon usage of the Revolving Facility. The Revolving Facility will mature in 2026 if the 2025 Notes are refinanced prior to maturity, with the potential for the Company to extend the maturity date of the Revolving Facility once for a increment; if not, the Revolving

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days prior to the maturity of the 2025 Notes. Borrowings under the Revolving Facility may be prepaid, at the option of the Company, at any time without premium.

In 2022, the Revolving Credit Agreement was amended twice to increase the borrowing capacity by a total of $, and in the year ended December 31, 2023, the Company entered into additional amendments which increased the borrowing capacity by $, for a total capacity of $. The amendments did not impact the interest rate or term of the Revolving Facility, and no deferred costs were written off. During the year ended December 31, 2023, the Company drew $ from the Revolving Facility, which is outstanding as of December 31, 2023.

The Company incurred $ in origination, structuring and other fees, associated with entry into the Revolving Facility, which includes additional fees to expand the facility in 2022. During the year ended December 31, 2023, the Company incurred an additional $ in fees in relation to the 2023 amendments. These costs have been capitalized within Other non-current assets on the Consolidated Balance Sheets. As of December 31, 2023 and 2022, total remaining unamortized deferred financing costs for the Revolving Facility was $ and $, respectively.

The obligations under the Revolving Facility are guaranteed by certain of the Company's subsidiaries, including those that own the Company's first Fast LNG asset, and are secured by substantially the same collateral as the first lien obligations under the 2025 Notes and 2026 Notes. Additionally, the Revolving Facility is secured by assets comprising the Company's first Fast LNG project in Altamira, Mexico. The Company is required to comply with covenants under the Revolving Facility and Letter of Credit facility, including requirements to maintain Debt to Capitalization Ratio of less than :1.0, and for quarters in which the Revolving Facility is greater than % drawn, the Debt to Annualized EBITDA Ratio must be less than :1.0. The Company was in compliance with all covenants as of December 31, 2023.

The Revolving Credit Agreement contains usual and customary representations and warranties, usual and customary affirmative and negative covenants and events of default.

Term Loan B Credit Agreement

On August 3, 2023, the Company entered into a credit agreement (the “Bridge Term Loan Agreement”) pursuant to which the lenders funded term loans (the “Bridge Term Loans”) to the Company in an aggregate principal amount of $. The Bridge Term Loans were initially set to mature on August 1, 2024 and were payable in full on the maturity date. The Bridge Term Loans bore interest at a per annum rate equal to Adjusted Term SOFR (as defined in the Bridge Term Loan Agreement) plus %.

On October 30, 2023, the Company entered into a credit agreement (the “Term Loan B Agreement”) pursuant to which the lenders funded term loans to the Company in an aggregate principal amount of $ ("Term Loan B"). Borrowings were issued at a discount, and the Company received proceeds of $. The proceeds from the Term Loan B issuance were used to repay the Bridge Term Loans and may be used for working capital and other general corporate purposes. The Term Loan B will mature on the earliest of (i) October 30, 2028 if the 2025 Notes and 2026 Notes are refinanced in full prior to their maturities, (ii) July 16, 2025 if any of the 2025 Notes remain outstanding as of such date, and (iii) July 31, 2026, if any of the 2026 Notes remain outstanding as of such date. Quarterly principal payments of approximately $ will be due starting March 2024.

The obligations under the Term Loan B are guaranteed by certain of the Company's subsidiaries, including those that own the Company's first Fast LNG project in Altamira, Mexico. The Term Loan B is secured by substantially the same collateral as the first lien obligations under the 2025 Notes and the 2026 Notes, and, in addition, is secured by assets compromising the Company's first Fast LNG Project.

The Term Loan B bears interest at a per annum rate equal to Adjusted Term SOFR (as defined in the Term Loan B Agreement) plus %. The Company may prepay the Term Loan B at its option subject to prepayment premiums until October 2025 and customary break funding costs. The Company is required to prepay the Term Loan B with the net proceeds of certain asset sales, condemnations, and debt and convertible securities issuances, in each case subject to certain exceptions and thresholds. Additionally, commencing with the fiscal quarter ending December 31, 2024, the Company will be required to prepay the Term Loan B with the Company’s Excess Cash Flow (as defined in the Term Loan B Agreement).

The Term Loan B Agreement contains usual and customary representations and warranties, and usual and customary affirmative and negative covenants. No financial covenant compliance is required under the Term Loan B Agreement.

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in origination, structuring and other fees. The repayment of the Bridge Term Loans with borrowings under the Term Loan B Agreement was treated as a modification, and fees attributable to lenders that participated in the Bridge Term Loans will be amortized over the life of the Term Loan B Agreement; additional third-party fees associated with such lenders of $ were recognized as expense in Transaction and integration costs. Additional fees for new lenders participating in the Term Loan B were recognized as a reduction of the principal balance on the Consolidated Balance Sheets. As of December 31, 2023, total remaining unamortized deferred financing costs, including the unamortized original issue discount, for the Term Loan B was $.

South Power 2029 Bonds

In January 2022, NFE South Power Holdings Limited (“South Power”), a wholly owned subsidiary of NFE, entered into an agreement for the issuance of up to $ secured bonds (“South Power 2029 Bonds”). The South Power 2029 Bonds are secured by, amongst other things, the Company’s combined heat and power plant in Clarendon, Jamaica (“CHP Plant”), and NFE has provided a guarantee of the obligations under the South Power 2029 Bonds. As of both December 31, 2023 and 2022, South Power had $ of South Power 2029 Bonds issued and outstanding.

The South Power 2029 Bonds bear interest at an annual fixed rate of % and shall be repaid in quarterly installments beginning in August 2025 with the final repayment date in May 2029. Interest payments on outstanding principal balances are due quarterly.

South Power is required to comply with certain financial covenants as well as customary affirmative and negative covenants. The South Power 2029 Bonds also provide for customary events of default, prepayment and cure provisions. The Company was in compliance with all covenants as of December 31, 2023 and 2022.

As of December 31, 2023 and 2022, the remaining unamortized deferred financing costs for the South Power 2029 Bonds was $ and $, respectively.

Equipment Notes

In June 2023, the Company executed a Master Loan and Security Agreement with a lender to borrow up to $ under promissory notes secured by certain turbines acquired in the first quarter of 2023 to support our grid stabilization project in Puerto Rico (the “Equipment Notes”). During the second and third quarters of 2023, the Company borrowed the full capacity bearing interest at approximately %, and the principal is partially repayable in monthly installments over the term of the loan with the balance due upon maturity in July 2026.

The Equipment Notes contains usual and customary representations and warranties, and usual and customary affirmative and negative covenants. The Equipment Notes do not contain any restrictive financial covenants. NFE has provided a guarantee of the obligations under the Equipment Notes.

Proceeds received were net of upfront fees due to the lender, and through December 31, 2023, the Company has incurred $ in origination, structuring and other fees, associated with entry into the Equipment Notes. As of December 31, 2023, total remaining unamortized deferred financing costs for the Equipment Notes was $.

EB-5 Loan Agreement

On July 21, 2023, the Company entered into a loan agreement under the U.S. Citizenship and Immigration Services EB-5 Program (“EB-5 Loan Agreement”) to pay for the development and construction of a new green hydrogen facility in Texas. The maximum aggregate principal amount available under the EB-5 Loan Agreement is $, and outstanding borrowings bear interest at a fixed rate of %. The loan matures in years from the initial advance with an option to extend the maturity by periods. It is expected that the loan will be secured by NFE's green hydrogen facility,

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was funded under the EB-5 Loan Agreement.

The EB-5 Loan Agreement contains usual and customary representations and warranties, and usual and customary affirmative and negative covenants. The EB-5 Loan Agreement does not contain any restrictive financial covenants.

The Company has incurred $ in origination, structuring and other fees associated with entry into the EB-5 Loan Agreement. As of December 31, 2023, the total remaining unamortized deferred financing costs for the EB-5 Loan Agreement was $.

Short-term Borrowings

The Company may, from time to time, enter into sales and repurchase agreements with a financial institution, whereby the Company sells to the financial institution an LNG cargo and concurrently enters into an agreement to repurchase the same LNG cargo immediately with the repurchase price payable at a future date, generally not to exceed 90-days from the date of the sale and repurchase (the “Short-term Borrowings”). As of December 31, 2023, the Company had $ due under repurchase arrangements with a weighted average interest rate of %.

Barcarena Financings

In the third quarter of 2022, certain of the Company's indirect subsidiaries entered into a financing agreement to borrow up to $ due upon maturity in February 2024 (the “Barcarena Term Loan”); proceeds were utilized to fund a portion of the construction of the Company's power plant located in Pará, Brazil (the "Barcarena Power Plant"). As of December 31, 2022, the loan was fully funded. Interest is due quarterly, and outstanding borrowings bear interest at a rate equal to the Secured Overnight Financing Rate ("SOFR") plus %.

The obligations under the Barcarena Term Loan are guaranteed by certain indirect Brazilian subsidiaries that are constructing the Barcarena Power Plant, and New Fortress Energy Inc. has provided a parent company guarantee. Collateral on the Barcarena Term Loan includes liens on shares of entities constructing the Company's LNG regasification terminal located in Pará, Brazil ("Barcarena Terminal") and Barcarena Power Plant, liens on equipment and machinery owned by these entities, and rights to future operating cash flows and receivables under the Barcarena Power Plant's power purchase agreements. The Company is required to comply with customary affirmative and negative covenants, and the Barcarena Term Loan also provides for customary events of default, prepayment and cure provisions. The Company was in compliance with all covenants as of December 31, 2023 and 2022.

The Company incurred $ of structuring and other fees, and such fees were deferred as a reduction to the principal balance of the Barcarena Term Loan. As of December 31, 2023 and 2022, the remaining unamortized deferred financing costs for the Barcarena Term Loan was $ and $, respectively.

In October 2023, certain of the Company's Brazilian subsidiaries entered into long-term financing arrangements, fully funding the construction of the Barcarena Power Plant. Proceeds received will be used to repay the Barcarena Term Loan and to pay for all remaining expected construction costs through the planned completion of the Barcarena Power Plant in 2025. As the Company has committed financing in place to extinguish the Barcarena Term Loan as of December 31, 2023, the Barcarena Term Loan has been presented as long-term debt on the Consolidated Balance Sheets. The Barcarena Term Loan was repaid in January 2024 using proceeds from the BNDES Term Loan (defined below).

The parent of the owner of the Barcarena Power Plant entered into an agreement for the issuance of up to $ million of convertible debentures maturing in October 2028 ("Barcarena Debentures") and issued $ million of the Barcarena Debentures prior to December 31, 2023. The remaining series may be issued upon the achievement of certain conditions precedent. Interest on the Barcarena Debentures is due quarterly, and interest accrues at an annual rate of %, increasing % each year after the third anniversary of issuance. The Company is able to prepay the Barcarena Debentures, subject

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of structuring and other fees, and such fees were deferred as a reduction to the principal balance of the Barcarena Debentures. As of December 31, 2023, the remaining unamortized deferred financing costs for the Barcarena Debentures was $.

The owner of the Barcarena Power Plant entered into a credit agreement with BNDES, the Brazilian Development Bank (the "BNDES Credit Agreement"). The Company is able to borrow up to R$ billion under the BNDES Credit Agreement, segregated into tranches based on the use of proceeds ("BNDES Term Loan"); no amounts were funded under the BNDES Credit Agreement as of December 31, 2023. Each tranche bears a different rate of interest ranging from % to % plus the fixed rate announced by BNDES. No principal payments are required until April 2026 and are due quarterly thereafter until maturity in 2045.

The obligations under the BNDES Credit Agreement are guaranteed by certain indirect Brazilian subsidiaries that are constructing the Barcarena Power Plant, and are secured by the Barcarena Power Plant and receivables under the Barcarena Power Plant's PPAs. These Brazilian subsidiaries are required to comply with customary affirmative and negative covenants, and the BNDES Credit Agreement also provides for customary events of default, prepayment and cure provisions.

Tugboat Financing

In December 2023, the Company sold and leased back tugboat vessels for years receiving proceeds of $. ("Tugboat Financing"). The leasebacks of the tugboat vessels were classified as finance leases, and as such, the Company accounted for the Tugboat Financing as a failed sale-leaseback and has recorded a financing obligation for consideration received. The effective interest rate on this financing obligation is approximately %.

Interest Expense

Interest and related amortization of debt issuance costs, premiums and discounts recognized during major development and construction projects are capitalized and included in the cost of the project.

$ $ Interest expense on Vessel Financing Obligation Amortization of debt issuance costs, premiums and discounts Interest expense incurred on finance lease obligations Total interest costs$ $ $ Capitalized interest Total interest expense$ $ $

Interest expense on the Vessel Financing Obligations includes non-cash expense of $ and $ for the years ended December 31, 2023 and 2022, respectively, related to payments received by Energos from third party charterers.

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21.

$ $()Foreign () Income before taxes$ $ $ $ $ Foreign Total current tax expense Deferred:Domestic Foreign ()()Total deferred tax (benefit) expenses ()()Total provision for (benefit from) income taxes$ $()$

Effective Tax Rate

% % %Foreign tax rate differential()()()US taxation on foreign earnings Impact from foreign operations () Change in valuation allowance () Income attributable to non-controlling interest Effects of share-based compensation ()()Withholding taxes Income tax credits()()()Accrued interest$ $ IRC Section 163(j) interest carryforward Federal and state net operating loss carryforward Foreign net operating loss carryforward Debt Lease liability Goodwill Other Total deferred tax assets Valuation allowance()()Deferred tax assets, net of valuation allowance Deferred tax liabilities:Property and equipment()()Right-of-use assets()()Investments ()Commodity swap ()Deferred income()()Other()()Total deferred tax liabilities$()$()Net deferred tax liabilities$()$()

As of December 31, 2023, the deferred tax asset related to Section 163(j) interest carryforward decreased due to the utilization of interest expense previously limited by the Tax Cuts and Jobs Act 163(j) business interest limitation rule.

Tax Attributes

United States

As of December 31, 2023, NFE has approximately $ of federal and $ of state net operating loss carry forwards. The federal and state net operating losses are generally allowed to be carried forward indefinitely and can offset up to percent of future taxable income.

Under the provisions of Internal Revenue Code Section 382, certain substantial changes in the Company’s ownership may result in a limitation on the amount of U.S. net operating loss carryforwards that can be utilized annually to offset future taxable income and taxes payable. The Company’s net operating loss carryforwards are subject to an annual limitation of $ under Section 382 of the Internal Revenue Code.

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of net operating loss carry forwards, of which $ will expire, if unused between 2028 and 2041, and the remaining $ are allowed to be carried forward indefinitely.

Valuation Allowances

$ Change in valuation allowance ()Balance at the end of the period$ $

The change in valuation allowance was mainly due to losses in foreign jurisdictions for the year ended December 31, 2023.

NFE recorded a valuation allowance against its US federal and state deferred tax assets to reduce the net carrying value to an amount that it believes is more likely than not to be realized. As of December 31, 2023, the Company concluded, based on the weight of all available positive and negative evidence, those deferred tax assets are not more likely than not to be realized and accordingly, a valuation allowance has been recorded on this deferred tax asset for the amount not supported by reversing taxable temporary differences.

The Company recorded a valuation allowance against certain foreign deferred tax assets to reduce the net carrying value to an amount that it believes is more likely than not to be realized, generally based on cumulative losses in certain development stage jurisdictions.

Uncertain Taxes

$ Reduction as a result of Energos Formation Transaction ()Balance at the end of the period$ $

Income Tax Examinations

The Company and its subsidiaries file income tax returns in the U.S. federal and various state and local jurisdictions, as well as various foreign jurisdictions. The Company filed its first corporate U.S. federal and state income tax returns for the period ended December 31, 2019. The U.S. Federal and state income tax returns filed for tax years 2020, 2021 and 2022 are open for examination. The Company is generally open to tax examinations in other foreign jurisdictions for a period of four to from the filing of the income tax return.

Undistributed Earnings

The Company has not recorded a deferred tax liability for undistributed earnings for any controlled foreign corporation as of December 31, 2023. The Company has unremitted earnings in certain jurisdictions where distributions can be made at no net tax cost. From time to time, the Company may remit these earnings. The Company has the ability and intent to indefinitely reinvest any earnings that cannot be remitted at no net tax cost. It is not practicable to estimate the amount of any additional taxes which may be payable on these undistributed earnings.

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% tax rate on qualifying income until 2035. The effect of the earnings taxed at a % foreign tax rate is included in the foreign rate differential line in the Company’s effective tax rate. For the years ended December 31, 2023 and 2022, the income tax benefits attributable to the tax decree, before taking into consideration the impact on U.S. taxation and the associated U.S. foreign tax credits, are estimated to be approximately $ ($ per share of issued and outstanding Class A common stock on a diluted basis) and $ ($ per share of issued and outstanding Class A common stock on a diluted basis), respectively.

22.

23.

$ $ Net income (loss) attributable to non-controlling interests() Net income attributable to Class A common stock$ $ $ Denominator:Weighted-average shares - basic Net income per share - basic$ $ $ DilutedNumerator:Net income$ $ $ Net income (loss) attributable to non-controlling interests() Adjustments attributable to dilutive securities() ()Net income attributable to Class A common stock$ $ $ Denominator:Weighted-average shares - diluted Net income per share - diluted$ $ $

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Total

(1)Represents Class A common stock that would be issued in relation to an agreement to issue shares executed in conjunction with a prior year asset acquisition.

The Company declared and paid quarterly dividends totaling $ during the year ended December 31, 2023, representing $ per Class A share. Additionally, on December 12, 2022, the Company’s Board of Directors approved an update to its dividend policy and declared a dividend of $, representing $ per Class A share, which was paid in January 2023.

During the year ended December 31, 2023, the Company paid dividends of $ to holders of Golar LNG Partners LP's ("GMLP") % Series A Cumulative Redeemable Preferred Units (“Series A Preferred Units”). As these equity interests have been issued by the Company’s consolidated subsidiaries, the value of the Series A Preferred Units is recognized as non-controlling interest in the consolidated financial statements.

24.

to a multiple of units granted. As of December 31, 2023, the Company determined that it was not probable that the performance condition required for the PSUs granted in the fourth quarter of 2022 to vest would be achieved, and as such, no compensation expense was recognized for this award. During the fourth quarter of 2022, the Company determined that the PSUs granted in the first quarter of 2021 will vest at a multiple of two, resulting in vesting of PSUs. Compensation cost for the service period since the grant date of $ was recognized in 2022.

25.

, $ and $ for the years ended December 31, 2023, 2022 and 2021, respectively. Costs associated with the Administrative Agreement are included within Selling, general and administrative in the Consolidated Statements of Operations and Comprehensive Income. As of December 31, 2023 and 2022, $ and $ were due to Fortress, respectively.

In addition to administrative services, an entity beneficially owned by Mr. Edens, owns and leases an aircraft that is periodically chartered by the Company for business purposes in the course of operations. The Company incurred, at aircraft operator rates, charter costs of $, $ and $ for the years ended December 31, 2023, 2022 and 2021, respectively. As of December 31, 2023 and 2022, $ and $ was due to this affiliate, respectively.

Fortress affiliated entities

The Company provides certain administrative services to related parties including entities affiliated with Fortress. No costs are incurred for such administrative services by the Company as the Company is fully reimbursed for all costs incurred. The Company has subleased a portion of office space to affiliates of an entities managed by Fortress, and for the years ended December 31, 2023, 2022 and 2021, rent and office related expenses of $, $ and $ were incurred by these affiliates, respectively. As of December 31, 2023 and 2022, $ and $ were due from affiliates, respectively.

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, $ and $ for the years ended December 31, 2023, 2022 and 2021, respectively. As of December 31, 2023 and 2022, $ and $ were due to Fortress affiliated entities, respectively.

Land leases

The Company has leased land from Florida East Coast Industries, LLC (“FECI”), which is controlled by funds managed by an affiliate of Fortress. The Company recognized expense related to the land lease of $, $ and $ during the years ended December 31, 2023, 2022 and 2021, respectively, which was included within Operations and maintenance in the Consolidated Statements of Operations and Comprehensive Income. The Company has amounts due to FECI of $ and $ as of December 31, 2023 and 2022, respectively. As of December 31, 2023 and 2022, the Company has recorded a lease liability of $ and $, respectively, within Non-current lease liabilities on the Consolidated Balance Sheets.

In September 2023, the Company entered into a lease agreement to lease land from Jefferson Terminal South LLC, which is an indirect, majority-owned subsidiary of a public company which is managed by an affiliate of Fortress. The Company does not have any amounts due to Jefferson Terminal South LLC as of December 31, 2023. As of December 31, 2023 the Company has recorded a right-of-use asset of $ and a lease liability of $ on the Consolidated Balance Sheets.

DevTech investment

In August 2018, the Company entered into a consulting arrangement with DevTech Environment Limited (“DevTech”) to provide business development services to increase the customer base of the Company. DevTech also contributed cash consideration in exchange for a % interest in a consolidated subsidiary. The % interest was reflected as non-controlling interest in the Company’s consolidated financial statements. The Company recognized approximately $, $ and $ in expense within Selling, general and administrative for the years ended December 31, 2023, 2022 and 2021, respectively. As of December 31, 2023 and 2022, $ and $ were due to DevTech, respectively.

Agency agreement with PT Pesona Sentra Utama (or PT Pesona)

PT Pesona, an Indonesian company, owns % of the issued share capital in the Company’s former subsidiary, PTGI, the owner and operator of NR Satu, and prior to completion of the Energos Formation Transaction, provided agency and local representation services for the Company with respect to NR Satu. PT Pesona and certain of its subsidiaries also charged vessel management fees to the Company for the provision of technical and commercial management of the vessels; total expenses incurred to PT Pesona prior to the completion of the Energos Formation Transaction were $ and $ for the years ended December 31, 2022 and 2021, respectively.

Hilli guarantees

As part of the GMLP Merger, the Company agreed to assume a guarantee (the “Partnership Guarantee”) of % of the outstanding principal and interest amounts payable by Golar Hilli Corporation, a direct subsidiary of Hilli LLC, under a financing agreement. The Company also assumed a guarantee of the letter of credit (“LOC Guarantee”) issued by a financial institution in the event of Hilli Corp’s underperformance or non-performance under the tolling agreement with its customer. Under the LOC Guarantee, the Company was severally liable for any outstanding amounts that are payable, up to approximately $.

As of December 31, 2022, the amount the Company had guaranteed under the Partnership Guarantee and the LOC Guarantee was $ and the fair value of debt guarantee after amortization of $ was presented within Other current liabilities. In conjunction with the Hilli Exchange, the Company is no longer a guarantor under these arrangements, and the remaining guarantee liability of $ was derecognized as a reduction to Selling, general and administrative in the Consolidated Statements of Operations and Comprehensive Income.

26.

significant customers constituted % of total revenue; no other customers comprised more than 10% of our revenue. For the year ended December 31, 2022, revenue from significant customers constituted % of the total revenue. For the year ended December 31, 2021, revenue from significant

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% of the total revenue. These customers’ revenues are included in the Company’s Terminals and Infrastructure segment.

During the years ended December 31, 2023, 2022 and 2021, revenue from external customers that were derived from customers located in the United States were $, $ and $, respectively, and from customers outside of the United States were $, $, and $, respectively. The Company attributes revenue from customers to the country in which the party to the applicable agreement has its principal place of business.

As of December 31, 2023 and 2022, long lived assets, which are all non-current assets excluding investment in equity securities, restricted cash, deferred tax assets, goodwill, intangible assets and assets held for sale located in the United States were $ and $, respectively, and long lived assets located outside of the United States were $ and $, respectively, primarily located in Brazil and the Caribbean.

27.

reportable segments: Terminals and Infrastructure and Ships:

•Terminals and Infrastructure includes the Company’s vertically integrated gas to power solutions, spanning the entire production and delivery chain from natural gas procurement and liquefaction to logistics, shipping, facilities and conversion or development of natural gas-fired power generation. Vessels that are utilized in the Company’s terminal or logistics operations are included in this segment.

Terminals and Infrastructure Operating Margin included the Company’s effective share of revenues, expenses and operating margin attributable to the Company's % investment in CELSEPAR; the Company disposed of this investment in the fourth quarter of 2022.

Terminal and Infrastructure segment includes realized gains and losses from the settlement of derivative transactions entered into as economic hedges to reduce market risks associated with commodity prices.

•Ships includes vessels that are leased to customers under long-term arrangements, and as of December 31, 2023, vessels are included in this segment. The Company’s investment in Energos is also included in the Ships segment.

Ships Operating Margin included our effective share of revenue, expenses and operating margin attributable to our ownership of % of the common units of Hilli LLC prior to the disposition of this investment in first quarter of 2023.

The CODM uses Segment Operating Margin to evaluate the performance of the segments and allocate resources. Segment Operating Margin is defined as the segment’s revenue less cost of sales less operations and maintenance less vessel operating expenses, excluding unrealized gains or losses to financial instruments recognized at fair value.

Management considers Segment Operating Margin to be the appropriate metric to evaluate and compare the ongoing operating performance of the Company’s segments on a consistent basis across reporting periods as it eliminates the effect of items which management does not believe are indicative of each segment’s operating performance.

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$ $ $()$

Cost of sales (1) (3)

Vessel operating expenses () Operations and maintenance Segment Operating Margin$ $ $ $()$ Balance sheet:Total assets$ $ $ $ $ Other segmental financial information:

Capital expenditures(2)

$ $ $ $ $

Year Ended December 31, 2022

(in thousands of $)

Terminals and
Infrastructure

Ships

Total Segment

Consolidation

and Other(4)

Consolidated

Statement of operations:

Total revenues

()

Cost of sales (1) (3)

()

Vessel operating expenses

()

Operations and maintenance

()

Segment Operating Margin

()

Balance sheet:

Total assets

Other segmental financial information:

Capital expenditures(2)

Year Ended December 31, 2021

(in thousands of $)

Terminals and
Infrastructure

Ships

Total Segment

Consolidation

and Other(4)

Consolidated

Statement of operations:

Total revenues

()

Cost of sales (1) (3)

()

Vessel operating expenses

()

Operations and maintenance

()

Segment Operating Margin

()

Other segmental financial information:

Capital expenditures(2)

(1)Cost of sales in the Company’s segment measure only includes realized gains and losses on derivative transactions that are an economic hedge of commodity purchases and sales, and realized gains of $ for the year ended

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realized gains or loss for the years ended December 31, 2022 or 2021 were recognized.

The Company recognized unrealized (losses) and earnings of ($), $ and ($) on the mark-to-market value of derivative transactions for the years ended December 31, 2023, 2022 and 2021, respectively, and these losses reconcile Cost of sales in the segment measure to Cost of sales in the Consolidated Statements of Operations and Comprehensive Income.

The Company has excluded contract acquisition costs that do not meet the criteria for capitalization from the segment measure. Contract acquisition costs of $ for the year ended December 31, 2023 reconcile Cost of sales in the segment measure to Cost of sales in the Consolidated Statements of Operations and Comprehensive Income. The Company did not incur such costs in the years ended December 31, 2022 and 2021.

(2)Capital expenditures includes amounts capitalized to construction in progress and additions to property, plant and equipment during the period.

(3)Cost of sales is presented exclusive of costs included in Depreciation and amortization in the Consolidated Statements of Operations and Comprehensive Income.

(4)Consolidation and Other adjusts for the inclusion of the effective share of revenues, expenses and operating margin attributable to the Company's % ownership of CELSEPAR and the common units of Hilli LLC in the segment measure prior to the disposition of these investments, the exclusion of the unrealized mark-to-market gain or loss on derivative instruments, and the exclusion of non-capitalizable contract acquisition costs.

Consolidated Segment Operating Margin is defined as net income, adjusted for selling, general and administrative expenses, transaction and integration costs, depreciation and amortization, asset impairment expense, interest expense, other (income) expense, net, loss on extinguishment of debt, net, tax provision (benefit) and income from equity method investments.

$ $ Add:Selling, general and administrative Transaction and integration costs Depreciation and amortization Interest expense Other (income) expense, net ()()Gain on sale of assets, net() Tax (benefit) provision () Asset impairment expense Loss on extinguishment of debt, net Loss (income) from equity method investments() ()Consolidated Segment Operating Margin$ $ $

28.

million in financing secured by our onshore FLNG project in Altamira, Mexico as well as the collateral securing the 2025 Notes and the 2026 Notes. The commitment letter is subject to the finalization of a credit agreement and customary closing conditions. The proceeds will be used to complete our onshore FLNG project in Altamira.

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$ $()$

Year ended December 31, 2022

Allowance for expected credit losses ()

Year ended December 31, 2021

Allowance for expected credit losses

Notes:

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New Fortress Energy Inc. - Annual Report: 2023 (Form 10-K)

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