Further, the total loss of any of our vessels could harm our reputation as a safe and reliable vessel owner and operator. If we are unable to adequately maintain or safeguard our vessels, we may be unable to prevent any such damage, costs or loss, which could negatively impact our business, financial condition, results of operations and cash ~~flows and ability to pay cash distributions.~~

flows.

Increased inspection procedures, tighter import and export controls and new security regulations could increase costs and cause disruption of our business.

International shipping is subject to security and customs inspection and related procedures in countries of origin, destination and trans-shipment points. Under the U.S. Maritime Transportation Security Act of 2002, or MTSA, the USCG issued regulations requiring the implementation of certain security requirements aboard vessels operating in waters subject to the jurisdiction of the United States. These security procedures can result in delays in the loading, offloading or trans-shipment and the levying of customs duties, fines or other penalties against exporters or importers and, in some cases, carriers. Future changes to the existing security procedures may be implemented that could affect the dry bulk sector. These changes have the potential to impose additional financial and legal obligations on carriers and, in certain cases, to render the shipment of certain types of goods uneconomical or impractical. These additional costs could reduce the volume of goods shipped, resulting in a decreased demand for vessels and have a negative effect on our business, revenues and customer relations.

Failure to comply with the U.S. Foreign Corrupt Practices Act could result in fines, criminal penalties and an adverse effect on our business.

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

Incurrence of expenses or liabilities may reduce or eliminate distributions.

Our ~~policy is to make distributions to shareholders based on earnings and cash flow.~~credit facilities currently restrict us from paying dividends until after September 30, 2018. The amount and timing of cash distributions in the future will depend, among other things, on our compliance with covenants in our credit facilities, earnings, financial condition, cash position, Bermuda law affecting the payment of distributions, restrictions in our financing agreements and other factors. ~~However, we~~We could also incur other expenses or contingent liabilities that would reduce or eliminate the cash available for distribution by us as cash distributions. In addition, the declaration and payment of cash distributions is subject at all times to the discretion of our Board. We cannot assure you that weit will pay cash distributions.

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

~~The aging~~We may be, from time to time, involved in various litigation matters. These matters may include, among other things, contract disputes, shareholder litigation, personal injury claims, environmental claims or proceedings, asbestos and other toxic tort claims, employment matters, governmental claims for taxes or duties, and other litigation that arises in the ordinary course of our ~~fleet may result in increased operating costs in~~business. Although we intend to defend these matters vigorously, we cannot predict with certainty the ~~future, which could adversely affect our earnings.~~

~~In general, the cost~~outcome or effect of maintaining a vessel in good operating condition increases with the age of the vessel. The age of our dry bulk carrier fleet is approximately four years. As our fleet ages, we will incur increased costs. Older vessels are typically less fuel efficient and more costly to maintain than more recently constructed vessels due to improvements in engine technology. Cargo insurance rates also increase with the age of a vessel, making older vessels less desirable to charterers. Governmental regulations, including environmental regulations, safetyany claim or other ~~equipment standards related to~~litigation matter, and the ~~age~~ultimate outcome of ~~vessels, may require expenditures for alterations,~~any litigation or the ~~addition of new equipment,~~potential costs to resolve them may have a material adverse effect on us. Insurance may not be applicable or sufficient in all cases and/or insurers may not remain solvent which may have a material adverse effect on our vessels and may restrict the type of activities in which our vessels may engage. As our vessels age, market conditions might not justify those expenditures or enable us to operate our vessels profitably during the remainder of their useful lives.

financial condition.

If we do not set aside funds and are unable to borrow or raise funds for vessel replacement at the end of a vessel's useful life, our revenue will decline, which would adversely affect our business, results of operations and financial ~~condition and ability to pay cash distributions.~~

condition.

If we do not set aside funds and are unable to borrow or raise funds for vessel replacement, we will be unable to replace the vessels in our fleet upon the expiration of their remaining useful lives. Our cash flows and income are dependent on the revenues earned by the chartering of our vessels. If we are unable to replace the vessels in our fleet upon the expiration of their useful lives, our business, results of operations and financial condition ~~and ability to pay cash distributions~~ would be adversely affected. Any funds set aside for vessel replacement will not be available for cash distributions.

We may not have adequate insurance to compensate us if our vessels are damaged or lost.

We procure insurance for our fleet against those risks that we believe companies in the shipping industry commonly insure. These insurances include hull and machinery insurance, protection and indemnity insurance, which include environmental damage and pollution insurance coverage, and war risk insurance. We can give no assurance that we will be adequately insured against all risks and we cannot guarantee that any particular claim will be paid, even if we have previously recorded a receivable or revenue in respect of such claim. Our insurance policies may contain deductibles for which we will be responsible and limitations and exclusions, which may increase our costs or lower our revenues.

We cannot assure you that we will be able to obtain adequate insurance coverage for our vessels in the future or renew our existing policies on the same or commercially reasonable terms, or at all. For example, more stringent environmental regulations have in the past led to increased costs for, and in the future may result in the lack of availability of, protection and indemnity insurance against risks of environmental damage or pollution. Any uninsured or underinsured loss could harm our business, results of operations, cash flows and financial ~~condition and ability to pay cash distributions.~~condition. In addition, our insurance may be voidable by the insurers as a result of certain of our actions, such as our vessels failing to maintain certification with applicable maritime self-regulatory organizations. Further, we cannot assure you that our insurance policies will cover all losses that we incur, or that disputes over insurance claims will not arise with our insurance carriers. Any claims covered by insurance would be subject to deductibles, and since it is possible that a large number of claims may be brought, the aggregate amount of these deductibles could be material. In addition, our insurance policies may be subject to limitations and exclusions, which may increase our costs or lower our revenues, thereby possibly having a material adverse effect on our business, results of operations, cash flows and financial ~~condition and ability to pay cash distributions.~~

condition.

We may be subject to calls because we obtain some of our insurance through protection and indemnity associations.

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

cover claims made against them.

We are a holding company, and we depend on the ability of our subsidiaries to distribute funds to us in order to satisfy our financial ~~obligations and to make dividend payments.~~

obligations.

We are a holding company and our subsidiaries conduct all of our operations and own all of our operating assets. We have no significant assets other than the equity interests in our subsidiaries. As a result, our ability to satisfy our financial obligations ~~and to make dividend payments~~ in the future depends on our subsidiaries and their ability to distribute funds to us. ~~There are currently no material legal or economic restrictions on the ability of subsidiaries to transfer funds to us in the form of cash, dividends, loans, or advance. However, if~~If we are unable to obtain funds from our subsidiaries, we may not be able to satisfy our financial obligations. Pursuant to the ~~Board~~loan agreements we expect to enter into, our wholly-owned non-recourse subsidiary which indirectly will own the vessels acquired in the Quintana Acquisition (defined below) will be prohibited from paying dividends to us, without prior consent from the lenders.

Our acquisition of vessels from Quintana and Hemen is conditioned upon satisfaction of a number of conditions that are beyond our control; and as such the acquisition may ~~exercise its discretion~~ not be consummated and we will incur transaction costs regardless of whether the acquisition is consummated, which could negatively affect our business, results of operation and financial condition.

On March 14, 2017, we entered into memoranda of agreement with Quintana Shipping Ltd., or Quintana, to ~~declare or pay dividends. We do~~acquire fourteen vessels, which we refer to as the Quintana Acquisition, and two vessels from Hemen, which we refer to as the Hemen Acquisition. The acquisition of vessels from Quintana and Hemen is conditional upon satisfaction of certain conditions, the satisfaction of which is beyond our control. If the acquisition is not ~~intend~~consummated, transaction costs, including costs of advisors and the use of key management personnel's time and attention, will have been incurred without the expected benefits and at the expense of other business opportunities.

In addition, there will be no realization of any of the expected benefits of having completed the acquisition and failure to ~~obtain funds from other sources to pay dividends.~~complete the transaction could result in a decline of our market share price.

If any of the above risks materialize, it could negatively affect our business, results of operation and financial condition.

The international nature of our operations may make the outcome of any bankruptcy proceedings difficult to predict.

We are incorporated under the laws of Bermuda and we conduct operations in countries around the world. Consequently, in the event of any bankruptcy, insolvency, liquidation, dissolution, reorganization or similar proceeding involving us or any of our subsidiaries,

bankruptcy laws other than those of the United States could apply. If we become a debtor under U.S. bankruptcy law, bankruptcy courts in the United States may seek to assert jurisdiction over all of our assets, wherever located, including property situated in other countries. There can be no assurance, however, that we would become a debtor in the United States, or that a U.S. bankruptcy court would be entitled to, or accept, jurisdiction over such a bankruptcy case, or that courts in other countries that have jurisdiction over us and our operations would recognize a U.S. bankruptcy court’s jurisdiction if any other bankruptcy court would determine it had jurisdiction.

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

Because we are a ~~foreign corporation, you may not have~~Bermuda company, the ~~same~~ rights ~~that a shareholder in a United States corporation may have.~~

~~We are a~~of holders of our common shares will be governed by Bermuda ~~company. Our~~law and our memorandum of association and ~~amended~~bye-laws. The rights of shareholders under Bermuda law may differ from the rights of shareholders in other jurisdictions, including with respect to, among other things, rights related to interested directors, amalgamations, mergers and ~~restated~~acquisitions, takeovers, the exculpation and indemnification of directors and shareholder lawsuits.

Among these differences is a Bermuda law provision that permits a company to exempt a director from liability for any negligence, default, or breach of a fiduciary duty except for liability resulting directly from that director’s fraud or dishonesty. Our bye-laws provide that no director or officer shall be liable to us or our shareholders unless the director’s or officer’s liability results from that person’s fraud or dishonesty. Our bye-laws also require us to indemnify a director or officer against any losses incurred by that director or officer resulting from their negligence or breach of duty, except where such losses are the result of fraud or dishonesty. Accordingly, we carry directors’ and officers’ insurance to protect against such a risk.

In addition, under Bermuda law, the directors of a Bermuda ~~Companies Act 1981, as amended, govern our affairs. Class~~company owe their duties to that company and not to the shareholders. Bermuda law does not, generally, permit shareholders of a Bermuda company to bring an action for a wrongdoing against the company or its directors, but rather the company itself is generally the proper plaintiff in an action against the directors for a breach of their fiduciary duties.��Moreover, class actions and derivative actions are generally not ~~generally~~ available to shareholders under Bermuda law. ~~Investors~~These provisions of Bermuda law and our bye-laws, as well as other provisions not discussed here, may ~~have~~differ from the law of jurisdictions with which shareholders may be more ~~difficulty in protecting their interests~~familiar and may substantially limit or prohibit a shareholder's ability to bring suit against our directors or in the ~~face~~name of ~~actions~~the company. The Bermuda courts, however, would ordinarily be expected to permit a shareholder to commence an action in the name of a company to remedy a wrong to the company where the act complained of is alleged to be beyond the corporate power of the company or illegal, or would result in the violation of the company’s memorandum of association or bye-laws. Furthermore, consideration would be given by ~~management, directors~~a Bermuda court to acts that are alleged to constitute a fraud against minority shareholders or, ~~controlling~~for instance, where an act requires the approval of a greater percentage of the company’s shareholders than that which actually approved it. However, generally a derivative action will not be permitted where there is an alternative action available that would ~~shareholders of a corporation incorporated in a United States jurisdiction. Under Bermuda law a director~~

~~generally owes a fiduciary duty only~~provide an adequate remedy. Any property or damages recovered by derivative action go to the ~~company;~~company, not to the ~~company's~~plaintiff shareholders. ~~Our~~When the affairs of a company are being conducted in a manner which is oppressive or prejudicial to the interests of some part of the shareholders, one or more shareholders may ~~not have a direct cause~~apply to the Supreme Court of ~~action against our directors. Our amended and restated bye-laws provide~~Bermuda, which may make such order as it sees fit, including an order regulating the conduct of the company’s affairs in the future or ordering the purchase of the shares of any shareholders by other shareholders or by the company or that the ~~shareholders waive any claim or right of action he may have against the~~company be wound up.

It is also worth noting that under Bermuda law, our directors and officers are required to disclose to our board any interests they have in any material contract entered into by our company or any of its subsidiaries. Our directors and officers are also required to disclose their ~~delegates, except~~material interests in ~~respect~~any corporation or other entity which is party to a material contract with our company or any of ~~fraud~~its subsidiaries. A director who has disclosed his or ~~dishonesty. Our amended and restated bye-laws further provide for the indemnification~~her interests in accordance with Bermuda law may participate in any meeting of our ~~directors~~board, and may vote on the approval of a material contract, notwithstanding that he or ~~officers against any liability arising out of any act or omission except for~~she has an ~~act or omission constituting fraud or dishonesty.~~

interest.

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

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

Based on our current and proposed method of operation, we do not believe that we are or that ~~Knightsbridge has~~we have been since the beginning of ~~its~~our 2004 taxable year, or that we will be a PFIC with respect to any taxable year. In this regard, we intend to treat the gross income we derive or are deemed to derive from our time chartering and voyage chartering activities as services income, rather than rental income. Accordingly, we believe that our income from these activities does not constitute "passive income", and the assets that we own and operate in connection with the production of that income do not constitute assets that produce, or are held for the production of, "passive income".

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

If the IRS were to find that we are or have been a PFIC for any taxable year, our United States shareholders will face adverse United States federal income tax consequences. Under the PFIC rules, unless those shareholders make an election available under United States Internal Revenue Code of 1986, as amended, or the Code (which election could itself have adverse consequences for such shareholders, as discussed below under "Taxation-United States Federal Income Tax Considerations"), such shareholders would be liable to pay United States federal income tax at the then prevailing income tax rates on ordinary income plus interest upon excess distributions and upon any gain from the disposition of our common shares, as if the excess distribution or gain had been recognized ratably over the shareholder's holding period of our common shares. Please see the section entitled "Taxation-United States Federal Income Tax Considerations-Passive Foreign Investment Company Status and Significant Tax Consequences". below for a more comprehensive discussion of the United States federal income tax consequences to United States shareholders if we are treated as a PFIC.

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

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

We believe that we and each of our subsidiaries qualified for this statutory tax exemption for our taxable year ending on December 31, ~~2014~~2016 and we will take this position for United States federal income tax return reporting purposes. However, there are factual circumstances beyond our control that could cause us to lose the benefit of this tax exemption for future taxable years and thereby become subject to United States federal income tax on our United States source shipping income. For example, we would no longer qualify for exemption under Section 883 of the Code for a particular taxable year if certain non-qualified shareholders with a 5% or greater interest in our common shares owned, in the aggregate, 50% or more of our outstanding common shares for more than half the days during the taxable year. It is possible that we could be subject to this rule for our taxable year ending on December

31, ~~2015.~~2017. Due to the factual nature of the issues involved, there can be no assurances on our tax-exempt status or that of any of our subsidiaries.

If we or our subsidiaries are not entitled to exemption under Section 883 of the Code for any taxable year, we, or our subsidiaries, could be subject during those years to an effective 2% United States federal income tax on gross shipping income derived during such a year that is attributable to the transport of cargoes to or from the United States. The imposition of this tax would have a negative effect on our ~~business and would result in decreased earnings available for distribution to our shareholders.~~business. However, the amount of our shipping income that would be subject to this tax has historically not been material.

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

Our common shares commenced trading on the NASDAQ Global Select Market in February 1997 and currently trade under the symbol "GOGL". Beginning on April 7, 2015, our shares traded on the Oslo Stock Exchange, or the OSE, under the ticker code “GOGL”. We cannot assure you that an active and liquid public market for our common shares will continue. The market price of our common shares has historically fluctuated over a wide range and may continue to fluctuate significantly in response to many factors, such as actual or anticipated fluctuations in our operating results, changes in financial estimates by securities analysts, economic and regulatory trends, general market conditions, rumors and other factors, many of which are beyond our control. ~~Since 2008, the stock market has experienced extreme price and volume fluctuations.~~ If the volatility in the broad stock market ~~continues or~~ worsens, it could have an adverse effect on the market price of our common shares and impact a potential sale price if holders of our common shares decide to sell their shares.

Future issuance of shares or other securities may dilute the holdings of shareholders and could materially affect the price of our common shares.

It is possible that we may in the future decide to offer additional shares or other securities in order to secure financing for new projects, in connection with unanticipated liabilities or expenses or for any other purposes. Any such additional offering could reduce the proportionate ownership and voting interests of holders of our common shares, as well as our earnings per share and our net asset value per share, and any offering by us could have a material adverse effect on the market price of our common shares.

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

Our executive offices, administrative activities and assets are located outside the United States. As a result, it may be more difficult for investors to effect service of process within the United States upon us, or to enforce both in the United States and outside the United States judgments against us in any action, including actions predicated upon the civil liability provisions of the federal securities laws of the United States.

We are subject to certain anti-takeover provisions in our constitutional documents.

Several provisions of our bye-laws may have anti-takeover effects. These provisions are intended to avoid costly takeover battles, lessen our vulnerability to a hostile change of control and enhance the ability of our Board to maximize shareholder value in connection with any unsolicited offer to acquire us. However, these anti-takeover provisions could also discourage, delay or prevent the merger, amalgamation or acquisition of our company by means of a tender offer, a proxy contest or otherwise, that a shareholder may consider to be in its best interests. For more detailed information, please see “Item 10. Additional Information-B. Memorandum and Articles of Association.”

We may fail to meet the continued listing requirements of the NASDAQ Global Select Market, which could cause our common shares to be delisted.

Pursuant to the listing requirements of the NASDAQ Global Select Market, if a company’s share price is below $1.00 per share for thirty consecutive trading days, NASDAQ will notify the company that it is no longer in compliance with the NASDAQ listing qualifications, which are set forth in NASDAQ Listing Rule 5450(a). If a company is not in compliance with the minimum bid price rule, the company will have 180 calendar days to regain compliance. The company may regain compliance if the bid price of its common shares closes at $1.00 per share or more for a minimum of ten consecutive business days at any time during the 180 day cure period.

On February 18, 2016, we received notice from the NASDAQ Global Select Market that the minimum bid price for our common shares was below $1.00 per share for a period of thirty consecutive business days, and that we therefore did not meet the minimum bid price requirement for the NASDAQ Global Select Market. In August 2016, we regained compliance with the minimum bid price requirement prior to the end of the 180 day cure period.

There can be no assurance that we will remain in compliance with the minimum bid price requirement or the other NASDAQ listing qualification rules, or that our common shares will not be delisted. A delisting of our common shares could have an adverse effect on the market price, and the efficiency of the trading market for, our common shares, and may constitute an event of default under our debt agreements.

ITEM 4. INFORMATION ON THE COMPANY

A. HISTORY AND DEVELOPMENT OF THE COMPANY

History

We are an international shipping company ~~specializing in the transportation~~that owns and operates a fleet of dry bulk ~~cargoes.~~vessels, comprising of Newcastlemax, Capesize, Kamsarmax, Panamax and Supramax vessels. Our vessels transport a broad range of major and minor bulk commodities, including ores, coal, grains and fertilizers, along worldwide shipping routes. We were originally established for the purpose of owning and operating five very large crude oil carriers, or VLCCs, and gradually over the years through vessel disposals, acquisitions and corporate transactions have become an owner and operator of a dry bulk vessel fleet.

On September 18, 1996, we were incorporated in Bermuda under the name Knightsbridge Tankers Limited as an exempted company pursuant to the Bermuda Companies Act 1981.

In October 2014, we changed our name to Knightsbridge Shipping ~~Limited,~~Limited.

On October 7, 2014, we and ~~following~~the Former Golden Ocean entered into the Merger Agreement. The Merger was approved by our shareholders and the shareholders of the Former Golden Ocean at separate special general meetings held on March 26, 2015. In addition, our shareholders approved the adoption of the Amended and Restated Bye-laws. Following the completion of the Merger on March 31, 2015, we changed our name to Golden Ocean Group Limited.

For a description of our recent equity issuances, please see "Item 5.B-Liquidity and Capital Resources-Equity Issuances."

Our registered and principal executive offices are located at Par-la-Ville Place, 14 Par-la-Ville Road, Hamilton, HM 08, Bermuda, and our telephone number at this location is +1 (441) 295-6935.

Our common shares ~~commenced trading~~currently trade on the NASDAQ Global Select Market ~~in February 1997~~ and ~~currently trade under the symbol "GOGL". We obtained a secondary listing on the~~ Oslo Stock Exchange ~~in April 2015.~~under the ticker code "GOGL".

~~Knightsbridge’s~~Our Acquisitions, Disposals and Newbuildings

~~Knightsbridge was originally established for the purpose of owning and operating five very large crude oil carriers, or VLCCs.~~ In February 1997, ~~Knightsbridge~~we completed ~~its~~our initial public offering, which resulted in $317.2 million net proceeds. ~~Knightsbridge~~We used these proceeds and bank debt to fund the acquisition of ~~its~~our initial fleet of five ~~VLCCs.~~

~~In May~~VLCCs, which we sold between 2007 ~~Knightsbridge entered into agreements for the construction~~and 2013. During 2009, we took delivery of two Capesize ~~dry bulk carriers, each~~vessels (Battersea and Belgravia) in accordance with ~~a cargo-carrying capacity of approximately 170,000 dwt.~~

~~In July~~newbuilding contracts entered into at an earlier stage. During 2010, ~~Knightsbridge acquired a 2010-built~~we bought two Capesize ~~dry bulk carrier~~vessels (Golden Future and GoldenZhejiang) from the Former Golden ~~Ocean and in October 2010, Knightsbridge acquired a second 2010-built Capesize dry bulk carrier from the Former Golden~~ Ocean. ~~Both vessels were acquired with existing time charters.~~

Knightsbridge sold a VLCC to unrelated third parties in December 2007, September 2012, October 2012 and December 2012, respectively. As of December 31, 2012, Knightsbridge owned and operated one VLCC and four Capesize dry bulk carriers. The VLCC was being marketed for sale and was classified as 'held for sale' in the balance sheet at December 31, 2012. Following the sale of the three VLCCs in 2012 and the balance sheet classification of the fourth as 'held for sale', the results of the four VLCCs have been recorded as discontinued operations in accordance with U.S. generally accepted accounting principles. In March 2013, ~~Knightsbridge sold its final VLCC, the delivery of which took place in April 2013.~~

we entered into two newbuilding contracts for two Capesize vessels (Golden Fulham and GoldenFinsbury). In ~~March~~November 2013, ~~Knightsbridge~~we entered into newbuilding contracts for two ~~182,000 dwt~~additional Capesize ~~bulk carriers with Japan Marine United Corporation, or JMU,~~vessels (Golden Barnet and in November 2013, entered into newbuilding contracts for two 180,000 dwt Capesize bulk carriers with Daehan Shipbuilding Co. Ltd., or Daehan. The design of these vessels represents the next generation of Capesize bulk carriers, including the latest in fuel efficiency technology, with expected deliveries in 2015.GoldenBexley).

In April 2014, ~~Knightsbridge~~we acquired five special purpose companies, or SPCs, from Frontline 2012 Ltd, or Frontline 2012, each owning a ~~fuel efficient 180,000 dwt~~ Capesize ~~dry bulk newbuilding. Also in April~~newbuilding contract. The vessels were delivered to us by the yards during 2014 (KSL Seattle, KSL Sapporo, KSL Singapore, KSL Sydney and KSL Salvador). In addition, one of our subsidiaries acquired a ~~subsidiary of Knightsbridge acquired one 2013-built~~ Capesize ~~dry bulk carrier,~~ vessel (Bulk China ~~(renamed~~renamed to KSL China), from Karpasia Shipping Inc., or Karpasia, a ~~wholly owned~~wholly-owned subsidiary of Hemen. ~~Both transactions were accounted for as a purchase of assets. Two of the five Capesize newbuildings,~~ ~~KSL Seattle~~ ~~and~~ ~~KSL Singapore,~~ ~~were delivered in May 2014 and the remaining three,~~ ~~KSL Sapporo, KSL Sydney~~ ~~and~~ ~~KSL Salvador, were delivered in June, July and September 2014, respectively. The 2013-built Capesize dry bulk carrier was delivered in April 2014.~~

In April 2014, ~~Knightsbridge~~we also agreed to acquire antwenty-five additional 25 SPCs from Frontline 2012, ~~each owning a fuel efficient dry bulk~~twenty-three of which were parties to Capesizes newbuilding ~~or the Frontline 2012 Vessel Acquisition Transaction.~~

contracts and two of which were parties to Newcastelmaxes newbuilding contracts. In September 2014, ~~Knightsbridge~~we completed the first stage of ~~the Frontline 2012 Vessel Acquisition Transaction~~this transaction and issued ~~31.0 million shares, priced at $11.51 per~~ share ~~based on the closing share price on the date of the transaction,~~capital to Frontline 2012 in exchange for ~~thirteen SPCs. Knightsbridge accounted for this transaction as~~eleven SPCs, each with a ~~purchase of assets.~~Capesize newbuilding contract, and two SPCs, each with a Newcastlemax newbuilding contract. Three of the ~~thirteen~~eleven Capesize newbuildings ~~acquired in September 2014~~ were ~~subsequently~~ delivered to ~~Knightsbridge in 2014;~~ us during 2014 (KSL Santiago, ~~was delivered in September 2014~~ KSL Santos and KSL San Francisco ~~and~~ ~~KSL Santos~~ ~~were delivered in October 2014.~~).

As of December 31, 2014, Knightsbridge owned thirteen Capesize dry bulk carriers, of which three were on index-related time charters and ten were operating in the spot market. Knightsbridge was also a party to contracts for fourteen Capesize newbuildings (including ten purchased from Frontline 2012 in September 2014), and had an agreement to purchase twelve additional Capesize newbuildings from Frontline 2012 as part of the Frontline 2012 Vessel Acquisition Transaction.

~~Recent Developments prior to the Merger~~

~~Five of the thirteen newbuildings acquired from Frontline 2012 in September 2014 were delivered to Knightsbridge in 2015;~~ ~~KSL Seoul~~, ~~KSL Sakura~~, ~~KSL Seville~~ ~~and~~ ~~Golden Kathrine~~ ~~were delivered in January 2015 and~~ ~~KSL Stockholm~~ ~~was delivered in March 2015.~~

In January 2015, ~~Knightsbridge entered into an agreement with RWE Supply & Trading GmbH, or RWE, a wholly owned subsidiary~~we took delivery of ~~RWE AG (a major European energy company), for chartering out a total of 15~~four Capesize vessels ~~on long term, index-linked contracts. Four vessels have subsequently been delivered to RWE~~(KSL Seoul, Golden Kathrine, KSL Sakura and ~~the remaining vessels are expected to be delivered over the next twelve months.~~

In February 2015, the Former Golden Ocean, Bocimar International NV, CTM, Golden Union Shipping Co S.A., and Star Bulk Carriers Corp announced the formation of a new joint venture company, Capesize Chartering Ltd. The new company will combine and coordinate the chartering services of all the parties. Capesize Chartering Ltd. commenced operations in the second half of February 2015 from the existing offices of each of the five parties involved.

In February 2015, an agreement was signed between Knightsbridge (as guarantor), various SPCs (as borrowers), a syndicate of banks and ABN AMRO Bank N.V. as agent for a senior secured post-delivery term loan facility of up to $425.0 million to partially finance 14 newbuilding vessels. The facility is divided into 12 tranches of $30.0 million and two tranches of $32.5 million. Each tranche is repayable in consecutive quarterly installments commencing three months after draw down with a twenty year profile, with all amounts required to be fully repaid by March 31, 2021. The loan bears interest at LIBOR plus a margin. The loan agreement contains a cross default provision and financial covenants, including free cash of a certain amount, a requirement for positive working capital and a value adjusted equity to adjusted total assets ratio.KSL Seville).

In March 2015, ~~Knightsbridge~~we completed the second stage of the ~~Frontline 2012 Vessel Transaction by issuing 31.0 million shares, priced at $4.10 per share based on the closing share price on the date of the transaction, to~~SPC acquisition from Frontline 2012, and issued share capital in exchange for twelve SPCs, assuming newbuilding

commitments of $404.0 million, net of a cash payment from Frontline 2012 of $108.6 million. No other working capital balances were acquired.

~~As of~~In March ~~31,~~ 2015, and just prior to the Merger described below, Knightsbridge owned 18 Capesize dry bulk carriers of which three were on index-related time charters and fifteen were operating in the spot market. Knightsbridge also had contracts for 21 Capesize newbuildings (including 17 purchased from Frontline 2012).

~~The Merger~~

On October 7, 2014, Knightsbridge and the Former Golden Ocean entered into the Merger. The Merger was approved by the shareholders of Knightsbridge and the Former Golden Ocean at separate special general meetings held on March 26, 2015. In addition, at the special general meeting of Knightsbridge shareholders, the Amended and Restated Bye-laws were adopted and the namewe took delivery of the ~~post-Merger company was changed to Golden Ocean Group Limited. The Merger will be accounted for as~~KSL Stockholm, a ~~business combination using the acquisition method of accounting under the provisions of ASC 805, with Knightsbridge selected as the accounting acquirer under this guidance.~~

The Merger was completed on March 31, 2015 and shareholders in the Former Golden Ocean received 61.5 million shares of Knightsbridge as merger consideration, with one share in the Former Golden Ocean receiving 0.13749 shares of Knightsbridge. Prior to completion of the Merger, Knightsbridge had 111,231,678 common shares outstanding.

Following completion of the Merger and, pursuant to the merger agreement, the cancellation of 51,498 common shares (which were held by the Former Golden Ocean) and the cancellation of 4,543 common shares (which account for the fractional shares that will not be distributed to the Former Golden Ocean shareholders as merger consideration), Golden Ocean has 172,765,637 common shares outstanding. Trading in our shares commenced on the Oslo Stock Exchange on April 1, 2015 under the ticker code "VLCCF". Beginning on April 7, 2015, our shares traded on the Oslo Stock Exchange under the ticker code “GOGL”. Our common shares began trading under our new name and ticker symbol “GOGL” on the Nasdaq Global Select Market on April 1, 2015.Capesize vessel.

As of March 31, 2015, and ~~following~~prior to the Merger with the former Golden Ocean, we owned eighteen Capesize vessels and twenty-one newbuilding contracts for construction of nineteen Capesizes and two Newcastelmaxes.

After the completion of the Merger, on March 31, 2015, we ~~own 47~~acquired seven Capesize vessels (Channel Navigator, Channel Alliance, Golden Feng, Golden Shui, Golden Magnum, Golden Beijing and ~~have 25 newbuildings~~Golden Zhoushan), ten Ice-class Panamax vessels (Golden Saguenay, Golden Opportunity, Golden Ice, Golden Strength, Golden Suek, Golden Bull, Golden Brilliant, Golden Pear, Golden Diamond and Golden Ruby), eight Kamsarmax vessels (Golden Eminence, Golden Empress, Golden Endeavour, Golden Endurer, Golden Enterprise, Golden Rose, Golden Daisy and Golden Ginger), four Supramax vessels (Golden Cecilie, Golden Cathrine, Golden Aries and Golden Gemini) and three newbuilding contracts for construction of four respective Supramax vessels (Golden Taurus, Golden Leo, Golden Virgo and Golden Libra). We further acquired a Panamax vessel (Golden Lydernhon) and aKamsarmax vessel (Golden Eclipse), both owned under ~~construction. In addition, we have four vessels chartered-in and one vessel owned through~~ a ~~joint venture. Six of the vessels are chartered out on fixed rate time charters and the remainder operate in the spot market or are fixed on index-linked time charter contracts.~~respective capital lease.

~~Recent Developments following the Merger~~

In April 2015, we ~~agreed to the sale of~~sold two Capesize vessels (Channel Alliance and Channel ~~Navigator,~~Navigator) ~~which were acquired as a result of the Merger,~~ to an unrelated third party. The vessels ~~are expected to be~~were delivered to the ~~buyer by~~buyers in the ~~end~~second quarter of ~~June~~ 2015.

In April 2015, we agreed to the sale of four newbuilding Capesize vessels ~~which were owned by us prior to the~~(Front Atlantic, Front Baltic, Front Caribbean, and Front Mediterranean). Upon completion of the ~~Merger and are currently under construction at a Chinese yard. We will complete the~~ construction of ~~these newbuildings~~the vessels and ~~each vessel is expected to be~~delivery of them from the yards, the vessels were delivered to the buyer ~~following its delivery to us (two in 2015~~ and ~~two in 2016). We will time charter-in~~ three of the four vessels were chartered in for periods between six and twelve ~~months.~~months following delivery. At the date of this report all three vessels have been redelivered to their owners.

In April 2015, we also agreed to a sale and leaseback transaction with Ship Finance for eight Capesize vessels. Five of these vessels ~~(KSL~~(KSL China, Battersea, Belgravia, Golden Future and Golden ~~Zhejiang)~~Zhejiang) were owned by us prior to the completion of the Merger and three vessels ~~(Golden~~(Golden Zhoushan, Golden Beijing and Golden ~~Magnum)~~Magnum) were acquired as a result of the Merger. These ~~vessels~~ were ~~built in Korea and China between 2009 and 2013 and will be~~ sold en-bloc for an aggregate price of $272.0 million or $34.0 million per vessel on average. ~~$192.8 million of the sale proceeds will be used to repay debt.~~ The vessels ~~are expected to be~~were delivered to Ship Finance in ~~July~~the third quarter of 2015 ~~subject to customary closing conditions. The vessels will be time chartered-in by one of our subsidiaries~~and were chartered in for a period of 10ten years. The daily time charter rate will be $17,600 during the first seven years and $14,900 thereafter. In addition, 33% of our profit from revenues above the daily time charter rate will be calculated and paid on a quarterly basis to Ship Finance. We ~~will~~ have a purchase option of $112 million en-bloc after 10ten years and, if such option is not exercised, Ship Finance will have the option to extend the charters by ~~3 years at $14,900 per day.~~three years.

In May 2015, we took delivery of the Golden Taurus, a Supramax vessel.

In June 2015, we took delivery of the Golden Aso and Golden Finsbury, both Capesize vessels.

In August 2015, we took delivery of, and simultaneously sold, the FrontAtlantic, a Capesize vessel. We chartered the vessel in for a period of twelve months.

In ~~April~~November 2015, we ~~have reached agreements~~entered into an agreement with ~~several~~New Times Shipbuilding Co. Ltd in China, or New Times Shipbuilding, to convert two Capesize dry bulk newbuildings to Suezmax oil tanker newbuildings. On November 23, 2015, we agreed to sell these newbuilding contracts to Frontline for $1.9 million. The sale was completed on December 31, 2015.

In November 2015, we took delivery of, ~~our yards to delay~~and simultaneously sold, the ~~delivery dates~~FrontBaltic, a Capesize vessel. We chartered the vessel in for a period of ~~17 newbuildings by 73 months in aggregate. These changes resulted in an increase in newbuilding commitments of $1.1 million such that, as~~twelve months.

In January 2016, we took delivery of the ~~date~~Golden Barnet and the Golden Bexley, two Capesize vessels and the Golden Scape and the Golden Swift, two Newcastlemax vessels.

In February 2016, we took delivery of, ~~this annual report,~~and simultaneously sold, the Front Caribbean, a Capesize vessel. We chartered the vessel in for a period of six months.

In May 2016, we ~~are committed~~took delivery of the Golden Fulham, a Capesize vessel.

Also, in May 2016, the owner of Golden Lyderhorn, a Panamax vessel held under a capital lease, notified us that they intended to ~~make newbuilding installments~~exercise their option to sell the vessel for a net price of ~~$936.6~~$9.5 million with expected ~~payments~~delivery in August 2016. We entered into an agreement to sell the vessel at the time of ~~$330.7 million, $471.4 million and $134.5 million in 2015, 2016 and 2017, respectively.~~its re-delivery to an unrelated third party for net proceeds of $3.5 million. The vessel was delivered to the new owner on August 22, 2016.

In August 2016, we took delivery of the Golden Leo, a Supramax vessel.

In October 2016, we took delivery of, and simultaneously sold, the Front Mediterranean, a Capesize vessel.

As of December 31, 2016, we owned two Newcastlemaxes, twenty Capesizes, eight Kamsarmaxes, ten Ice-class Panamaxes and six Supramaxes. We also had ten newbuilding contracts for the construction of eight Capesizes and two Supramaxes.

Subsequent Developments

In January 2017, we took delivery of the Golden Virgo and the Golden Libra, two Supramax vessels.

In February 2017, we took delivery of the Golden Surabaya and the Golden Savannah, two Capesize vessels.

On March 14, 2017, we entered into the Quintana Acquisition to acquire fourteen vessels. The vessels will be owned by our newly-established wholly-owned non-recourse subsidiary. The closing of our acquisition of the vessels is subject to customary conditions to closing and entry into final binding loan agreements substantially in accordance with the binding term sheets we have entered into. We have also agreed, subject to definitive documentation and other customary closing conditions, to acquire two 2017 ice

class Panamax vessels from affiliates of Hemen. These vessels will be owned through our separate newly-established wholly-owned non-recourse subsidiary that does not also own the vessels acquired in the Quintana Acquisition. See "Item 5.B-Liquidity and Capital Resources-Vessel Transactions" for more information.

B. BUSINESS OVERVIEW

Our Reporting Segment

We own and operate a fleet of dry bulk vessels, comprising of Newcastlemaxes, Capesizes, Kamsarmaxes, Panamaxes and Supramaxes. We operated in two ~~markets~~segments from 2009 through 2012; the tanker and dry bulk ~~carrier markets~~vessel segments as an international provider of seaborne transportation of crude oil and dry bulk cargoes. ~~Following~~Since January 1, 2013, following the completion of the sale of three VLCCs during 2012 and the ~~balance sheet~~ classification of the ~~fourth~~forth VLCC as ~~'held~~"held for ~~sale'~~sale" as at December 31, 2012 ~~the results of the four VLCCs, which operated~~, we only operate in the ~~tanker market, have been recorded as discontinued operations. An analysis of our revenues from continuing operations is as follows:~~

(in thousands of $) 2014
2013
2012
Total operating revenues – dry bulk carrier market 96,715
37,546
37,315
dry bulk vessel segment.

Our vessels operate worldwide and as a result, our management does not, and ~~Knightsbridge's management~~ did not, evaluate performance by geographical region because this information is not meaningful.

Our Business Strategy

Our business strategy is to operate a diversified fleet of dry bulk ~~carriers~~vessels with flexibility to adjust our exposure to the dry bulk market depending on existing factors such as charter rates, newbuilding costs, vessel resale and scrap values and vessel operating expenses resulting from, among other things, changes in the supply of and demand for dry bulk capacity. We may adjust our exposure through time charters, voyage charters, bareboat charters, sale and leasebacks, sales and purchases of vessels, newbuilding contracts and acquisitions. Our intention is to renew and grow our fleet through selective ~~acquisitions.~~acquisitions, however, the amended terms of our loan agreements (see "Item 5.B-Liquidity and Capital Resources") require us to obtain our lenders permission to do so until September 30, 2018.

Our ~~goal is to generate competitive returns for our shareholders. Our cash distribution policy is to declare quarterly cash~~credit facilities currently restrict us from paying dividends until after September 30, 2018. Thereafter, the amount and timing of any dividend distributions ~~to shareholders, substantially equal to or at times greater than net operational cash flow~~ in the ~~reporting quarter less reserves that the Board may from time to time determine are necessary, such as reserves for drydocking and other possible cash needs. We intend to finance our~~ future ~~vessel acquisitions not from our cash flow from operations, but from external sources, such as equity offerings and additional indebtedness.~~

~~There is no guarantee that our shareholders~~ will ~~receive quarterly cash distributions from us. Our cash distribution policy may be changed at any time at the sole discretion of the Board, who will take into account,~~depend, among other things, on our ~~newbuilding commitments,~~compliance with covenants in our credit facilities, earnings, financial condition, cash position, Bermuda law affecting the dividend distributions, restrictions in our financing agreements and ~~future prospects,~~other factors. In addition, the declaration and payment of dividend distributions is subject at all times to the discretion of our Board. For more information about the amended terms of our ~~credit facilities,~~loan agreements see "Item 5.B-Liquidity and the requirements of Bermuda law in determining the timing and amount of cash distributions, if any, that we may pay. For example, Knightsbridge’s board of directors, or the Knightsbridge Board, decided not to declare a dividend for the fourth quarter of 2014 due to the market environment.

~~Management Structure~~

Overall responsibility for the oversight of the management of our company and its subsidiaries will rest with the Board. We plan to operate management services through our subsidiary incorporated in Bermuda, Golden Ocean Group Management (Bermuda) Ltd., who in turn will subcontract services to Golden Ocean Management AS and Golden Ocean Management Asia Pte Ltd., subsidiaries incorporated in Norway and Singapore, respectively. Our principal executive officer and principal financial officer are employed by Golden Ocean Management AS. The Board plans to define the scope and terms of the services to be provided, including day-to-day operations, by the aforementioned subsidiaries, and will require that it be consulted on all matters of material importance and/or of an unusual nature and, for such matters, will provide specific authorization to personnel to act on our behalf.

We currently receive general administrative services from ICB Shipping (Bermuda) Limited, or the General Manager, which is a wholly owned subsidiary of Frontline. The technical management of our vessels is provided by ship mangers subcontracted by the General Manager and pursuant to a commercial management agreement, or the Dry Bulk Commercial Management Agreement, Golden Ocean Group Management (Bermuda) Ltd., or the Dry Bulk Manager, manages our dry bulk carriers. As a result of the Merger, we plan to review the services performed by the General Manager and the Dry Bulk Manager (which is now our wholly-owned subsidiary).

~~For more information on our agreements with the General Manager and the Dry Bulk Manager, please see “Item - Major Shareholders and Related Party Transactions - B. Related Party Transactions”~~Capital Resources".

Capesize Chartering ~~Ltd.~~Ltd

In February 2015, the Former Golden Ocean, Bocimar International NV, CTM, Golden Union Shipping Co S.A., and Star Bulk Carriers Corp. announced the formation of a new joint venture company, Capesize Chartering ~~Ltd.~~Ltd, or CCL. The purpose of the new company ~~will~~is to combine and coordinate the chartering services of all the ~~parties.~~parties for their participating Capesize ~~Chartering Ltd~~dry bulk vessels that are intended to trade on the spot market and ultimately achieve improved scheduling ability through the joint marketing opportunity, with the overall aim of enhancing economic efficiencies. CCL commenced operations in the second half of

February 2015 from the existing offices of each of the five parties involved. Following the completion of the Merger, our participating Capesize dry bulk vessels that trade on the spot ~~trading vessels will be~~market are marketed by the joint venture.

In January 2016, Golden Union Shipping Co S.A. equally transferred its 20% stake in CCL to the remaining four joint venture partners. At the same time, we entered into a revenue sharing agreement for Capesize dry bulk vessels with Bocimar International NV, C Transport Holding Ltd. and Star Bulk Carriers Corp. and we agreed to include 21 Capesize dry bulk vessels in the revenue sharing agreement. The revenue sharing agreement applies to 65 modern Capesize dry bulk vessels across the joint venture partners and is being managed from our offices in Singapore and Bocimar’s offices in Antwerp.

Management Structure

Overall responsibility for the oversight of the management of our company and its subsidiaries rests with our Board. We operate management services through our subsidiary incorporated in Bermuda, Golden Ocean Group Management (Bermuda) Ltd, who in turn subcontracts services to Golden Ocean Management AS and Golden Ocean Management Asia Pte Ltd, subsidiaries incorporated in Norway and Singapore, respectively. Our principal executive officer and principal financial officer are employed by Golden Ocean Management AS. Our principal commercial officer is employed by Golden Ocean Management Asia Pte Ltd. The Board defines the scope and terms of the services to be provided, including day-to-day operations, by the aforementioned

subsidiaries, and requires that it be consulted on all matters of material importance and/or of an unusual nature and, for such matters, provides specific authorization to personnel to act on our behalf.

Until March 31, 2015, we were provided with general administrative services by ICB Shipping (Bermuda) Limited, or the General Manager, a wholly-owned subsidiary of Frontline. Pursuant to the terms of the Amended General Management Agreement effective April 2, 2010, the General Manager was entitled to a management fee of $2.3 million per annum from January 1, 2010, which was subject to annual adjustments, plus a commission of 1.25% on gross freight revenues from our vessels, 1% of proceeds on the sale of any of our vessels, and 1% of the cost of the purchase of our vessels. The Amended General Management Agreement was terminated on March 31, 2015.

Technical Supervision Services

Since April 1, 2015, we receive technical supervision services from Frontline Management (Bermuda) Limited, or Frontline Management. Pursuant to the terms of the agreement, Frontline Management receives a management fee of $31,875 (2015: $33,000) per vessel per year. This fee is subject to annual review. Frontline Management is also our newbuilding supervision and charges us for costs incurred in relation to the supervision. Technical operations and crewing of all owned vessels are outsourced to several leading ship management companies.

Seasonality

The dry bulk trade has a history of tracking seasonal demand fluctuations, but ~~this~~the industry appears to have become less dependent on such fluctuations as a result of the increased transportation of certain dry bulk commodities. In the last few years, adverse weather conditions in the Southern Hemisphere, which often occur during the first quarter, have had a negative impact on iron ore and coal exports from Australia and iron ore exports from Brazil.

Grain has traditionally had the greatest impact on the seasonality in the dry bulk market, particularly during the peak demand seasons, which occurs during the second quarter in the Southern Hemisphere and at the end of the third quarter and throughout the fourth quarter in the Northern Hemisphere. The growth of iron ore and coal transportation over the last decade, however, has diminished the relative importance of grain to the dry bulk transportation industry. Since iron ore, like most other commodities, has moved from fixed price agreements between shippers and receivers to spot pricing, short term price fluctuations have had an impact on iron ore trading by reducing normal seasonal patterns. Other factors, however, such as weather and port congestion still impact market volatility.

Customers

~~Revenues from three~~For the year ended December 31, 2016, two customers each accounted for 10 percent or more of our consolidated revenues in the amounts of $34.5 million and $27.1 million, respectively.

For the year ended December 31, 2015, one customer accounted for 10 percent or more of our consolidated revenues in the amount of $28.0 million.

For the year ended December 31, 2014, three customers each accounted for 10 percent or more of ~~Knightsbridge's~~our consolidated revenues ~~from discontinued and continuing operations,~~ in the ~~amount~~amounts of ~~$8.2~~$8.2 million,, ~~$8.0~~ $8.0 million, and ~~$7.9 million, respectively.~~

~~Revenues from three customers in the year ended December 31, 2013 each accounted for~~ ~~10 percent~~ ~~or more of Knightsbridge's consolidated revenues from discontinued and continuing operations, in the amount of~~ ~~$17.0 million~~, ~~$5.0 million~~ ~~and $4.3~~$7.9 million, respectively.

~~Revenues from three customers in the year ended December 31, 2012 each accounted for~~ ~~10 percent~~ ~~or more of Knightsbridge's consolidation revenues from discontinued and continuing operations, in the amount of~~ ~~$17.4 million~~, ~~$11.6 million~~ ~~and $5.1 million, respectively.~~

Competition

The market for international seaborne dry bulk transportation services is highly fragmented and competitive. Seaborne dry bulk transportation services are generally provided by independent ship-owner fleets. In addition, many owners and operators in the dry bulk sector pool their vessels together on an ongoing basis, and such pools are available to customers to the same extent as independently owned and operated fleets. Competition for charters in the dry bulk market is intense and is based upon price, location, size, age, condition and acceptability of the vessel and its manager. Competition is also affected by the availability of other size vessels to compete in the trades in which we engage. Charters are to a large extent brokered through international independent brokerage houses that specialize in finding the optimal ship for any particular cargo based on the aforementioned criteria. Brokers may be appointed by the cargo shipper or the ship owner.

Environmental and Other Regulations

Government regulations and laws significantly affect the ownership and operation of our vessels. We are subject to international conventions, national, state and local laws and regulations in force in the countries in which our vessels may operate or are registered and compliance with such laws, regulations and other requirements may entail significant expense.

Our vessels are subject to both scheduled and unscheduled inspections by a variety of government, quasi-governmental and private organizations including local port authorities, national authorities, harbor masters or equivalents, classification societies, flag state administrations (countries of registry) and charterers. Our failure to maintain permits, licenses, certificates or other approvals required by some of these entities could require us to incur substantial costs or temporarily suspend operation of one or more of our vessels.

We believe that the heightened levels of environmental and quality concerns among insurance underwriters, regulators and charterers have led to greater inspection and safety requirements on all vessels and may accelerate the scrapping of older vessels throughout the industry. Increasing environmental concerns have created a demand for vessels that conform to stricter environmental standards. We believe that the operation of our vessels is in substantial compliance with applicable environmental laws and

regulations and that our vessels have all material permits, licenses, certificates or other authorizations necessary for the conduct of our operations; however, because such laws and regulations are frequently changed and may impose increasingly stricter requirements, we cannot predict with certainty the ultimate cost of complying with these requirements, or the impact of these requirements on the resale value or useful lives of our vessels. In addition, a future serious marine incident that results in significant oil pollution or otherwise causes significant adverse environmental impact could result in additional legislation or regulation that could negatively affect our profitability.

International Maritime Organization

The International Maritime Organization, or the IMO, is the United Nations agency for maritime safety and the prevention of pollution by ships. The IMO has adopted several international conventions that regulate the international shipping industry, including but not limited to the International Convention on Civil Liability for Oil Pollution Damage as from time to time amended, and generally referred to as CLC, the International Convention on Civil Liability for Bunker Oil Pollution Damage, or the Bunker Convention, and the International Convention for the Prevention of Pollution from Ships, as from time to time amended and generally referred to as MARPOL. MARPOL is broken into six Annexes, each of which establishes environmental standards relating to different sources of pollution: Annex I relates to oil leakage or spilling; Annexes II and III relate to harmful substances carried, in bulk, in liquid or packaged form, respectively; Annexes IV and V relate to sewage and garbage management, respectively; and Annex VI relates to air emissions.

The operation of our vessels is also affected by the requirements contained in the International Management Code for the Safe Operation of Ships and for Pollution Prevention, or the ISM Code, promulgated by the IMO under SOLAS. The ISM Code requires the party with operational control of a vessel to develop an extensive safety management system that includes, among other things, the adoption of a safety and environmental protection policy setting forth instructions and procedures for operating its vessels safely and describing procedures for responding to emergencies. We intend to rely upon the safety management system that our appointed ship managers have developed.

Noncompliance with the ISM Code or with other IMO regulations may subject a shipowner or bareboat charterer to increased liability, may lead to decreases in available insurance coverage for affected vessels and may result in the denial of access to, or detention in, some ports including United States and European Union, or E.U., ports.

United States

The ~~U.S.~~ United StatesOil Pollution Act of 1990 and the Comprehensive Environmental Response, Compensation and Liability Act

The ~~U.S.~~United States Oil Pollution Act of 1990, or OPA, established an extensive regulatory and liability regime for environmental protection and cleanup of oil spills. OPA affects all "owners and operators" whose vessels trade with the United States or its territories or possessions, or whose vessels operate in the waters of the United States, which include the ~~U.S.~~United States territorial sea and the 200 nautical mile exclusive economic zone around the United States. The Comprehensive Environmental Response, Compensation and Liability Act, or CERCLA, imposes liability for cleanup and natural resource damage from the release of hazardous substances other than oil, except in limited circumstances, whether on land or at sea. OPA and CERCLA both define ~~"owner~~

"owner and operator" in the case of a vessel as any person owning, operating or chartering by demise, the vessel. Accordingly, both OPA and CERCLA impact our operations.

Under OPA, vessel owners and operators are responsible parties who are jointly, severally and strictly liable (unless the spill results solely from the act or omission of a third party, an act of God or an act of war) for all containment and clean-up costs and other damages arising from oil spills from their vessels. OPA contains statutory caps on liability and damages; such caps do not apply to direct cleanup costs. OPA limits the liability of responsible parties and with respect to tankers over 3,000 gross tons, toother than single-hull tank vessels, it is the greater of ~~$2,000~~$2,200 per gross ton or ~~$17.088 million per double hull tanker,~~$18,796,800, and ~~with respect to non-tank vessels,~~ the greater of ~~$1,000~~$1,100 per gross ton or ~~$854,000~~$939,800 for any non-tank vessel, ~~respectively~~including any edible oil tank, and any oil spill response, vessel (subject to periodic adjustment for inflation). These limits of liability do not apply if an incident was proximately caused by the violation of an applicable ~~U.S.~~United States federal safety, construction or operating regulation by a responsible party (or its agent, employee or a person acting pursuant to a contractual relationship), or a responsible party's gross negligence or willful misconduct. The limitation on liability similarly does not apply if the responsible party fails or refuses to (i) report the incident where the responsible party knows or has reason to know of the incident; (ii) reasonably cooperate and assist as requested in connection with oil removal activities; or (iii) without sufficient cause, comply with an order issued under the Federal Water Pollution Act (Section 311 (c), (e)) or the Intervention on the High Seas Act.

OPA permits individual states to impose their own liability regimes with regard to oil pollution incidents occurring within their boundaries, provided they accept, at a minimum, the levels of liability established under OPA. Some states have enacted legislation providing for unlimited liability for discharge of pollutants within their waters, however, in some cases, states which have enacted this type of legislation have not yet issued implementing regulations defining tanker owners' responsibilities under these laws. Compliance with any new requirements of OPA may substantially impact our cost of operations or require us to incur additional expenses to comply with any new regulatory initiatives or statutes.

CERCLA contains a similar liability regime whereby owners and operators of vessels are liable for cleanup, removal and remedial costs, as well as damage for injury to, or destruction or loss of, natural resources, including the reasonable costs associated with assessing same, and health assessments or health effects studies. There is no liability if the discharge of a hazardous substance results solely from the act or omission of a third party, an act of God or an act of war. Liability under CERCLA is limited to the greater of $300 per gross ton or $5 million for vessels carrying a hazardous substance as cargo and the greater of $300 per gross ton or $500,000 for any other vessel. These limits do not apply (rendering the responsible person liable for the total cost of response and damages) if the release or threat of release of a hazardous substance resulted from willful misconduct or negligence, or the primary cause of the release was a violation of applicable safety, construction or operating standards or regulations. The limitation on liability also does not apply if the responsible person fails or refuses to provide all reasonable cooperation and assistance as requested in connection with response activities where the vessel is subject to OPA.

OPA and CERCLA have no effect on the availability of damages under existing law, including maritime tort law. We believe that we are in substantial compliance with OPA, CERCLA and all applicable state regulations in the ports where our vessels call.

OPA and CERCLA both require owners and operators of vessels to establish and maintain with the United States Coast Guard, USCG, evidence of financial responsibility sufficient to meet the maximum amount of liability to which the particular responsible person may be subject. Vessel owners and operators may satisfy their financial responsibility obligations by providing a proof of insurance, a surety bond, qualification as a self-insurer or a guarantee. Under OPA and CERCLA, an owner or operator of more than one tanker is required to demonstrate evidence of financial responsibility for the entire fleet in an amount equal only to the financial responsibility requirement of the tanker having the greatest maximum liability. We have provided such evidence and received certificates of financial responsibility from the USCG for each of our vessels required to have one.

Other ~~U.S.~~ United StatesEnvironmental Initiatives

The ~~U.S.~~United States Clean Water Act, or CWA, prohibits the discharge of oil, hazardous substances and ballast water in ~~U.S.~~United States navigable waters unless authorized by a duly-issued permit or exemption, and imposes strict liability in the form of penalties for any unauthorized discharges. The CWA also imposes substantial liability for the costs of removal, remediation and damages and complements the remedies available under OPA and CERCLA. Furthermore, many ~~U.S.~~ states in United States that border a navigable waterway have enacted environmental pollution laws that impose strict liability on a person for removal costs and damages resulting from a discharge of oil or a release of a hazardous substance. These laws may be more stringent than ~~U.S.~~United States federal law.

The United States Environmental Protection Agency, EPA, and USCG have enacted rules relating to ballast water discharge, compliance with which requires the installation of equipment on our vessels to treat ballast water before it is discharged or the implementation of other port facility disposal arrangements or procedures at potentially substantial cost, or otherwise restrict our vessels from entering United States waters.

The EPA ~~has enacted rules requiring~~regulates the discharge of ballast and bilge water and other substances in United States waters under the CWA. The EPA regulations require vessels 79 feet in length or longer (other than commercial fishing vessels and recreational vessels) comply with a permit ~~regulating~~that regulates ballast water discharges and other discharges incidental to the normal operation of certain vessels within United States waters under the Vessel General Permit for Discharges Incidental to the Normal Operation of Vessels, or VGP. For a new vessel delivered to an owner or operator after September 19, 2009 to be covered by the VGP, the owner must submit a Notice of Intent, or NOI, at least 30 days before the vessel operates in United States waters. OnIn March ~~28,~~ 2013, the EPA re-issued the VGP for another five ~~years; this 2013~~years, and the new VGP took effect in December ~~19,~~ 2013. The 2013 VGP focuses on authorizing discharges incidental to operations of commercial vessels and the 2013 VGP contains numeric ballast water discharge limits for most vessels to reduce the risk of invasive species in USUnited States waters, more stringent requirements for exhaust gas scrubbers and the use of environmentally acceptable lubricants.

We have submitted NOIs for our vessels where required and do not believe that the costs associated with obtaining and complying with the VGP will have a material impact on our operations.

USCG regulations adopted and proposed for adoption under the ~~U.S.~~United States National Invasive Species Act, or the NISA, also impose mandatory ballast water management practices for all vessels equipped with ballast water tanks entering or operating in ~~U.S.~~United States waters, which require the installation of equipment on our vessels to treat ballast water before it is discharged ~~in U.S. waters~~ or ~~in the alternative,~~ the implementation of other port facility disposal arrangements or ~~procedures. Vessels not complying with these regulations are restricted~~procedures, or otherwise restrict our vessels from entering ~~U.S.~~United States waters. The USCG must approve any technology before it is placed on a vessel, but has not yet approved the technology necessary for vessels to meet the foregoing standards.

AtHowever, as of January 1, 2014, vessels became technically subject to the phasing-in of these standards. As a result, the USCG has provided waivers to vessels which cannot install the as-yet unapproved technology. The EPA, on the other hand, has taken a different approach to enforcing ballast discharge standards under the VGP. In December 2013, the EPA issued an enforcement response policy in connection with the new VGP in which the EPA indicated that it would take into account the reasons why vessels do not have the requisite technology installed, but will not grant any waivers.

It should also be noted that in October 2015, the Second Circuit Court of Appeals issued a ruling that directed the EPA to redraft the sections of the 2013 VGP that address ballast water. However, the Second Circuit stated that 2013 VGP will remains in effect until the EPA issues a new VGP. It presently remains unclear how the ballast water requirements set forth by the EPA, the USCG, and IMO BWM Convention (discussed below), some of which are in effect and some which are pending, will co-exist.

In addition, at the international level, the IMO adopted ~~the~~an International Convention for the Control and Management of Ships' Ballast Water and Sediments, or the BWM Convention, in February 2004. The BWM Convention's implementing regulations call for a phased introduction of mandatory ballast water exchange requirements to be replaced in time with mandatory concentration limits. All ships will also have to carry a ballast water record book and an International Ballast Water Management Certificate. The BWM Convention ~~will not become effective until~~enters into force 12 months after it has been adopted by 30 states, the combined merchant fleets of which represent not less than 35% of the gross tonnage of the world's merchant shipping. ~~To date, there has not been sufficient adoption of~~On September 8, 2016, this ~~standard for it to take force.~~threshold was met (with 52 contracting parties making up 35.14%). Thus, the BWM Convention will enter into force on September 8, 2017. Many of the implementation dates inoriginally written into the BWM Convention have already passed, so that once the BWM Convention enters into force, the period offor installation of mandatory ballast ~~wager~~water exchange requirements would be extremely short, with several thousand ships a year needing to install ballast water management systems, or BWMS. For this reason, on December 4, 2013, the IMO Assembly passed a resolution revising the application dates of the BWM Convention so that they are triggered by the entry into force date and not the dates originally in the BWM Convention. This in effect makes all vessels constructed before the entry into force date ~~“existing vessels”~~‘existing’ vessels, and allows for the installation of a BWMS on such vessels

at the first renewal survey following entry into force. At the IMO’s Marine Environmental Protection Committee, or MEPC’s, 70th Session in October 2016, MEPC adopted updated “guidelines for approval of ballast water management systems (G8).” G8 updates previous guidelines concerning procedures to approve BWMS. Upon entry into force of the BWM ~~Convention. Once~~Convention, mid-ocean ballast water exchange would become mandatory for our vessels. When mid-ocean ballast exchange or ballast water treatment ~~system~~ requirements become mandatory, the cost of compliance ~~could increase~~ for ocean ~~carriers.~~carriers could be significant and the costs of ballast water treatments may be material. However, many countries already regulate the discharge of ballast water carried by vessels from country to country to prevent the introduction of invasive and harmful species via such discharges. The United States, for example, requires vessels entering its waters from another country to conduct mid-ocean ballast exchange, or undertake some alternate measure, and to comply with

certain reporting requirements. Although we do not believe that the costs of ~~such~~ compliance with a mandatory mid-ocean ballast exchange would be material, it is difficult to predict the overall impact of such a requirement on our operations.

The ~~U.S.~~United States Clean Air Act, or the CAA, including its amendments of 1977 and 1990, requires the EPA to promulgate standards applicable to emissions of volatile organic compounds and other air contaminants. The CAA also requires states to draft State Implementation Plans, or SIPs, designed to attain national health-based air quality standards in each State.

Compliance with future EPA and the USCG regulations could require the installation of certain engineering equipment and water treatment systems to treat ballast water before it is discharged or the implementation of other port facility disposal arrangements or procedures at potentially substantial cost, or may otherwise restrict our vessels from entering ~~U.S.~~United States waters.

European Union

In October 2009, the ~~European Union~~E.U. amended a directive to impose criminal sanctions for illicit ship-source discharges of polluting substances, including minor discharges, if committed with intent, recklessly or with serious negligence and the discharges individually or in the aggregate result in deterioration of the quality of water. Aiding and abetting the discharge of a polluting substance may also lead to criminal penalties. Member States were required to enact laws or regulations to comply with the directive by the end of 2010. Criminal liability for pollution may result in substantial penalties or fines and increased civil liability claims.

The ~~European Union~~E.U. has adopted several regulations and directives requiring, among other things, more frequent inspections of high-risk ships, as determined by type, age, and flag as well as the number of times the ship has been detained. The ~~European Union~~E.U. also adopted and then extended a ban on substandard ships and enacted a minimum ban period and a definitive ban for repeated offenses. The regulation also provided the ~~European Union~~E.U. with greater authority and control over classification societies, by imposing more requirements on classification societies and providing for fines or penalty payments for organizations that failed to comply.

Greenhouse Gas Regulation

Currently, the emissions of greenhouse gases from ~~ships~~international shipping are not subject to the Kyoto Protocol to the United Nations Framework Convention on Climate Change, which entered into force in 2005 and pursuant to which adopting countries have been required to implement national programs to reduce greenhouse gas emissions.

The 2015 United Nations Convention on Climate Change Conference in Paris resulted in the Paris Agreement, which entered into force on November 4, 2016. The Paris Agreement does not directly limit greenhouse gas emissions from ships. As of January 1, 2013, ~~all~~ ships ~~must~~were required to comply with new MEPC mandatory requirements ~~adopted by the MEPC in July 2011~~to address greenhouse gas emissions from ships. As of January 1, 2013, MARPOL made mandatory certain measures relating to ~~greenhouse gas emissions. All ships are required to follow the Ship Energy Efficiency Management Plans, or SEEMP. Now the minimum~~ energy efficiency ~~levels per capacity mile, outlined~~for ships. Under these measures, by 2025, all new ships built will be 30% more energy efficient than those built in 2014. It makes the limits of the Energy Efficiency Design Index, or EEDI, ~~applies~~apply to new ships, and all ~~new ships. These requirements could cause us to incur additional compliance costs. The IMO is also considering~~ships must develop and implement Ship Energy Efficiency Management Plans, or SEEMPs.

For 2020, the ~~implementation of market-based mechanisms~~E.U. made a unilateral commitment to reduce overall greenhouse gas emissions from its member states from 20% of 1990 levels. The E.U. also committed to reduce its emissions by 20% under the Kyoto Protocol’s second period, from 2013 to 2020. In April 2015, a regulation was adopted requiring that large ships (over 5,000 gross tons) calling at ~~an upcoming MEPC session. The European Parliament~~E.U. ports from January 2018 collect and ~~Council of Ministers are expected to endorse regulations that would require monitoring~~publish data on carbon dioxide emissions and ~~reporting of greenhouse gases from marine vessels, in 2015.~~other information. In the United States, the EPA has issued a finding that greenhouse gases endanger the public health and safety, ~~and~~ has adopted regulations to limit greenhouse gas emissions from certain mobile sources and has proposed regulations to limit greenhouse gas emissions from large stationary sources. Although the mobile source emissions regulations do not apply to greenhouse gas emissions from vessels, the EPA has received petitions from the California Attorney General and environmental groups to regulate greenhouse gas emissions from ocean-going vessels. The EPA enforces both the CAA and the international standards found in Annex VI of MARPOL concerning marine diesel emissions, and the sulphur content found in marine fuel. Furthermore, in the United States individual states can also enact environmental regulations. For example, California has introduced caps for greenhouse gas emission and, in the end of 2016, signaled it might take additional actions regarding climate change.

Any passage of climate control legislation or other regulatory initiatives by the IMO, ~~European Union,~~E.U., the ~~U.S.~~United States or other countries where we operate, or any treaty adopted at the international level to succeed the Kyoto Protocol or Paris Agreement, that restrict emissions of greenhouse gases could require us to make significant financial expenditures, including capital expenditures to upgrade our vessels, which we cannot predict with certainty at this time.

International ~~Labor~~Labour Organization

The International Labour Organization, or ILO, is a specialized agency of the UN with headquarters in Geneva, Switzerland. The ILO has adopted the Maritime ~~Labor~~Labour Convention 2006, or MLC 2006. A Maritime ~~Labor~~Labour Certificate and a Declaration of Maritime ~~Labor~~Labour Compliance ~~will be~~is required to ensure compliance with the MLC 2006 for all ships above 500 gross tons in international trade. The MLC 2006 entered into force on August 20, 2013. Amendments to MLC 2006 were adopted in 2014 and 2016. The MLC 2006 could require us to develop new procedures to ensure full compliance with its requirements.

Vessel Security Regulations

Since the terrorist attacks of September 11, 2001, there have been a variety of initiatives intended to enhance vessel security. On November 25, 2002, the ~~U.S.~~United States Maritime Transportation Security Act of 2002, or the MTSA, came into effect. To implement certain portions of the MTSA, in July 2003, the USCG issued regulations requiring the implementation of certain security requirements aboard vessels operating in waters subject to the jurisdiction of the United States. The regulations also impose requirements on certain ports and facilities, some of which are regulated by the EPA.

Similarly, in December 2002, amendments to SOLAS created a new chapter of the convention dealing specifically with maritime security. The new Chapter VXI-2 became effective in July 2004 and imposes various detailed security obligations on vessels and port authorities, and mandates compliance with the International Ship and Port Facilities Security Code, or ISPS Code. The ISPS Code is designed to enhance the security of ports and ships against terrorism. ~~Amendments~~

After July 1, 2004, to ~~SOLAS Chapter VII, made mandatory in 2004, apply to vessels transporting dangerous goods and require those vessels be in compliance with the International Maritime Dangerous Goods Code, or IMDG Code.~~

To trade internationally, a vessel must attain an International Ship Security Certificate, or ISSC, from a recognized security organization approved by the vessel's flag state. ~~Among~~The following are among the various requirements, ~~are:~~some of which are found in SOLAS:

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

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

the development of vessel security plans;

ship identification number to be permanently marked on a vessel's hull;

a continuous synopsis record kept onboard showing a vessel's history, including the name of the ship, the state whose flag the ship is entitled to fly, the date on which the ship was registered with that state, the ship's identification number, the port at which the ship is registered and the name of the registered owner(s) and their registered address; and

compliance with flag state security certification requirements.

A ship operating without a valid certificate, may be detained at port until it obtains an ISSC, or it may be expelled from port, or refused entry at port.

The USCG regulations, intended to align with international maritime security standards, exempt from the MTSA vessel security measures ~~non-U.S.~~non- United States vessels that have on board, as of July 1, 2004, a valid ISSC attesting to the vessel's compliance with SOLAS security requirements and the ISPS Code. We believe that our fleet is currently in compliance with applicable security requirements.

Inspection by Classification Societies

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

Most insurance underwriters make it a condition for insurance coverage that a vessel be certified as "in-class" by a classification society which is a member of the International Association of Classification Societies. All our vessels are certified as being "in-class" by a recognized classification society.

Risk of loss and insurance

Our business is affected by a number of risks, including mechanical failure of the vessels, collisions, property loss to the vessels, cargo loss or damage and business interruption due to political circumstances in foreign countries, hostilities and labor strikes. In addition, the operation of any ocean-going vessel is subject to the inherent possibility of catastrophic marine disaster, including oil spills and other environmental mishaps, and the liabilities arising from owning and operating vessels in international trade. OPA, which imposes virtually unlimited liability upon owners, operators and demise charterers of any vessel trading in the United States exclusive economic zone for certain oil pollution accidents in the United States, has made liability insurance more expensive for ship owners and operators trading in the United States market.

~~Our General Manager~~Frontline, who provides technical supervision services to us, is responsible for arranging the insurance of our vessels in line with standard industry practice. In accordance with that practice, we maintain marine hull and machinery and war risks insurance, which include the risk of actual or constructive total loss, and protection and indemnity insurance with mutual assurance associations. We carry insurance covering the loss of hire resulting from marine casualties or hull and marine particular damages on our vessels. Currently, the amount of coverage for liability for pollution, spillage and leakage available to us on commercially reasonable terms through protection and indemnity associations and providers of excess coverage is $1.0 billion per vessel per occurrence. Protection and indemnity associations are mutual marine indemnity associations formed by shipowners to provide protection from large financial loss to one member by contribution towards that loss by all members.

We believe that our current insurance coverage is adequate to protect us against the accident-related risks involved in the conduct of our business and that we maintain appropriate levels of environmental damage and pollution insurance coverage, consistent with standard industry practice. However, there is no assurance that all risks are adequately insured against, that any particular claims will be paid or that we will be able to procure adequate insurance coverage at commercially reasonable rates in the future.

C. ORGANIZATIONAL STRUCTURE

See Exhibit 8.1 for a list of our significant subsidiaries.

D. PROPERTY, PLANT AND EQUIPMENT

The following table summarizes key information about ~~Knightsbridge's~~our fleet of vessels and newbuildings as of ~~March~~December 31, ~~2015 (just prior~~2016:



Vessel	Built	DWT	Flag	Type of Employment
Newcastlemax - Owned
Golden Scape	2016	211,112	HK	Spot market
Golden Swift	2016	211,112	HK	Spot market

Capesize - Owned
Golden Feng	2009	169,232	MI	Spot market with RSA ⁴
Golden Shui	2009	169,333	MI	Spot market with RSA ⁴
KSL Salvador	2014	180,958	HK	Index linked time charter plus premium
KSL San Francisco	2014	181,066	HK	Index linked time charter plus premium
KSL Santiago	2014	181,020	HK	Index linked time charter plus premium
KSL Santos	2014	181,055	HK	Spot market with RSA ⁴
KSL Sapporo	2014	180,960	HK	Spot market with RSA ⁴
KSL Seattle	2014	181,015	HK	Index linked time charter plus premium
KSL Singapore	2014	181,062	HK	Index linked time charter plus premium
KSL Sydney	2014	181,000	HK	Index linked time charter plus premium
KSL Sakura	2015	181,062	HK	Index linked time charter plus premium



Golden Kathrine	2015	182,486	HK	Spot market with RSA ⁴
KSL Seoul	2015	181,010	HK	Index linked time charter plus premium
KSL Seville	2015	181,062	HK	Index linked time charter plus premium
KSL Stockholm	2015	181,055	HK	Index linked time charter plus premium
Golden Aso	2015	182,472	HK	Spot market with RSA ⁴
Golden Finsbury	2015	182,418	HK	Spot market with RSA ⁴
Golden Barnet	2016	180,355	HK	Spot market with RSA ⁴
Golden Bexley	2016	180,209	HK	Spot market with RSA ⁴
Golden Fulham	2016	182,000	HK	Spot market with RSA ⁴

Capesize - Operating Lease - Related Party, Ship Finance
Battersea	2009	169,500	MI	Spot market with RSA ⁴
Belgravia	2009	169,500	MI	Spot market with RSA ⁴
Golden Future	2010	176,000	HK	Spot market with RSA ⁴
Golden Zhejiang	2010	176,000	HK	Spot market with RSA ⁴
KSL China	2013	179,000	MI	Spot market with RSA ⁴
Golden Magnum	2009	179,788	HK	Spot market with RSA ⁴
Golden Beijing	2010	176,000	HK	Spot market
Golden Zhoushan	2011	175,834	HK	Spot market with RSA ⁴

Capesize - Owned - Joint Venture
Golden Opus ¹	2010	180,716	HK	Spot market with RSA ⁴

Capesize - Owned - Newbuilding under construction
Golden Surabaya²	2017	181,046	HK	n/a
Golden Cirrus	2018	180,000	n/a	n/a
Golden Savannah ²	2017	181,044	HK	n/a
Golden Arcus	2018	180,000	n/a	n/a
Golden Cumulus	2018	180,000	n/a	n/a
Golden Incus ⁵	2018	180,000	n/a	n/a
Golden Calvus ⁵	2018	180,000	n/a	n/a
Golden Nimbus	2018	180,000	n/a	n/a

Ice class Panamax - Owned
Golden Ice	2008	75,500	HK	Spot market
Golden Opportunity	2008	75,500	HK	Spot market
Golden Saguenay	2008	75,500	HK	Spot market
Golden Strength	2009	75,500	HK	Spot market
Golden Suek	2011	74,849	HK	Time charter (expires 2017)
Golden Bull	2012	75,000	HK	Time charter (expires 2017)
Golden Brilliant	2013	74,500	HK	Spot market
Golden Diamond	2013	74,500	HK	Spot market
Golden Pearl	2013	74,186	HK	Spot market
Golden Ruby	2014	74,052	HK	Spot market

Kamsarmax - Owned
Golden Eminence	2010	79,463	HK	Spot market
Golden Empress	2010	79,463	HK	Time charter (expires 2021)
Golden Endeavour	2010	79,454	HK	Time charter (expires 2020)
Golden Endurer	2011	79,474	HK	Time charter (expires 2020)



Golden Enterprise	2011	79,463	HK	Spot market
Golden Daisy	2012	81,507	MI	Spot market
Golden Ginger	2012	81,487	MI	Spot market
Golden Rose	2012	81,585	MI	Spot market

Kamsarmax - Capital Lease, Third party
Golden Eclipse ³	2010	79,600	HK	Time charter (expires 2020)

Supramax - Owned
Golden Aries	2015	63,605	HK	Spot market
Golden Cecilie	2015	60,263	HK	Spot market
Golden Cathrine	2015	60,000	HK	Spot market
Golden Gemini	2015	63,605	HK	Spot market
Golden Taurus	2015	64,000	HK	Spot market
Golden Leo	2016	63,250	HK	Spot market

Supramax - Operating Lease, Third party
Golden Hawk	2015	58,000	PAN	Spot market

Supramax - Newbuildings under construction
Golden Libra²	2016	63,800	HK	n/a
Golden Virgo²	2016	63,800	HK	n/a

1.Owned through a joint venture with ST Shipping and Transportation Pte Ltd.

2.Delivered in 2017.

3.Chartered in on bareboat terms expiring in February 2020 and is recorded as a vessel under capital lease.

4.RSA: Revenue sharing agreement, CCL.

5.Expected delivery in 2018, subject to ~~completion~~yard’s refund bank’s acknowledgment of amended terms of the ~~Merger):~~

Vessel Built Approximate DWT Flag Type of Employment

Capesize - owned tonnage
Battersea (1)
2009 169,500 MI Spot related time charter
Belgravia (1)
2009 169,500 MI Spot market
Golden Future (1)
2010 176,000 HK Spot related time charter
Golden Zhejiang (1)
2010 176,000 HK Spot related time charter
KSL China (1)
2013 179,000 MI Spot market
KSL Salvador 2014 181,000 HK Spot market
KSL San Francisco 2014 181,000 HK Spot related time charter with RWE
KSL Santiago 2014 181,000 HK Spot related time charter with RWE
KSL Santos 2014 181,000 HK Spot market
KSL Sapporo 2014 181,000 HK Spot market
KSL Seattle 2014 181,000 HK Spot market
KSL Singapore 2014 181,000 HK Spot market
KSL Sydney 2014 181,000 HK Spot market
KSL Sakura 2015 181,000 HK Spot market
Golden Kathrine 2015 182,500 HK Spot market
KSL Seoul 2015 181,000 HK Spot related time charter with RWE
KSL Seville 2015 181,000 HK Spot market
KSL Stockholm 2015 181,000 HK Spot related time charter with RWE

Capesize - newbuilding
KSL Aso 2015 180,000 n/a n/a
KSL Atlantic (2)
2015 180,000 n/a n/a
KSL Baltic (2)
2015 180,000 n/a n/a
KSL Barnet 2015 180,000 n/a n/a
KSL Bexley 2015 180,000 n/a n/a
KSL Caribbean (2) (3)
2015 180,000 n/a n/a
KSL Finsbury 2015 180,000 n/a n/a
KSL Fulham
2015 180,000 n/a n/a
KSL Shanghai 2015 180,000 n/a n/a
KSL Cirrus
2016 180,000 n/a n/a
KSL Savannah
2016 180,000 n/a n/a
KSL Arcus 2016 180,000 n/a n/a
KSL Calvus (4)
2016 180,000 n/a n/a
KSL Cumulus 2016 180,000 n/a n/a
KSL Fractus (4)
2016 180,000 n/a n/a
KSL Incus (4)

2016 180,000 n/a n/a
KSL Mediterranean (2)
2016 180,000 n/a n/a
KSL Nimbus
2016 180,000 n/a n/a
KSL Radiatus (4)
2016 180,000 n/a n/a

Newcastlemax - newbuilding
KSL Scape (3)
2015 210,000 n/a n/a
KSL Swift (3)
2015 210,000 n/a n/a


1.	~~In April 2015, the Company agreed to a sale and lease back transaction for this vessel with Ship Finance.~~


2.	~~In April 2015, the Company agreed to sell this newbuilding vessel following the completion of construction its delivery to the Company.~~


3.	~~In April 2015, the Company agreed to a delay in the delivery date from 2015 to 2016. This will also result in an extension in the payment profile of newbuilding installments.~~


4.	~~In April 2015, the Company agreed to a delay in the delivery date from 2016 to 2017. This will also result in an extension in the payment profile of newbuilding installments.~~

~~Please see "Item 4A-Information on the Company – History and Development of the Company."~~newbuilding contracts.

Key to Flags:

MI -– Marshall Islands, HK ~~- Hong Kong.~~

~~The following table summarizes key information about the fleet of vessels and newbuildings acquired as a result of the Merger on March 31, 2015:~~

Vessel Built Approximate DWT Flag Type of Employment

Capesize - owned tonnage
Channel Alliance (1)
1996 171,978 HK Spot market
Channel Navigator (1)
1997 172,058 HK Spot market
Golden Feng 2009 170,500 MI Spot related time charter
Golden Magnum (2)
2009 179,788 HK Spot market
Golden Shui 2009 170,500 MI Spot related time charter
Golden Beijing (2)
2010 176,000 HK Spot related time charter
Golden Zhoushan (2)
2011 175,834 HK Spot related time charter
Golden Opus (3)
2010 180,716 HK Spot market

Ice Class Panamax - owned tonnage
Golden Ice 2008 75,500 HK Spot market
Golden Opportunity 2008 75,500 HK Spot market
Golden Saguenay 2008 75,500 HK Spot market
Golden Strength (4)
2009 75,745 HK Time charter
Golden Suek (5)
2011 74,500 HK Time charter
Golden Bull (6)
2012 74,500 HK Time charter
Golden Brilliant 2013 74,500 HK Spot market
Golden Diamond 2013 74,187 HK Spot market
Golden Pearl 2013 74,187 HK Spot market
Golden Ruby 2014 74,500 HK Spot market

Panamax - chartered in
Golden Lyderhorn (7)
1999 74,242 HK Spot market
Golden Sakura (8)
2007 76,596 PA Spot market

Kamsarmax - owned tonnage
Golden Eminence 2010 79,447 HK Spot related time charter
Golden Empress (9)
2010 79,600 HK Time charter
Golden Endeavour (10)
2010 79,600 HK Time charter
Golden Endurer (11)
2011 79,600 HK Time charter
Golden Enterprise 2011 79,471 HK Spot market
Golden Daisy 2012 81,507 MI Spot market
Golden Ginger 2012 81,487 MI Spot market
Golden Rose 2012 81,585 MI Spot market

Kamsarmax - chartered in

Golden Eclipse (12)
2010 79,600 HK Time charter

Supramax - owned
Golden Aries 2015 63,800 HK Spot market
Golden Cecilie 2015 60,000 HK Spot market
Golden Cathrine 2015 60,000 HK Spot market
Golden Gemini 2015 63,800 HK Spot market

Supramax - chartered in
Golden Hawk 2015 58,000 PA Spot market

Supramax - newbuildings
Golden Taurus 2015 63,800 n/a n/a
Golden Leo 2016 63,800 n/a n/a
Golden Libra 2016 63,800 n/a n/a
Golden Virgo 2016 63,800 n/a n/a


1.	~~In April 2015, the Company agreed to sell this vessel with expected delivered to the buyer by the end of June 2015.~~


2.	~~In April 2015, the Company agreed to a sale and lease back transaction for this vessel with Ship Finance.~~


3.	~~This vessel is owned through a joint venture with ST Shipping and Transportation Pte Ltd.~~


4.	~~The time charter expires in May 2015.~~


5.	~~The time charter expires in November 2016.~~


6.	~~The time charter expires in August 2017.~~


7.	~~This vessel is chartered in on a bareboat charter expiring in September 2016 and is recorded as a vessel under capital lease.~~


8.	~~This vessel is chartered in on a time charter with earliest re-delivery in June 2015, which is recorded as an operating lease.~~


9.	~~The time charter expires in December 2021.~~


~~10.~~	~~The time charter expires in October 2020.~~


~~11.~~	~~The time charter expires in November 2020.~~


~~12.~~	~~This vessel is chartered in on a bareboat charter expiring in February 2020 and is recorded as a vessel under capital lease. The time charter-out expires in February 2020.~~

~~Please see "Item 4A-Information on the Company~~ – ~~History and Development of the Company."~~

~~Key to Flags: MI - Marshall Islands, HK -~~ Hong Kong, PAPAN - ~~Panama.~~Panama, MT - Malta.

Other than our interests in the vessels and newbuildings described above, we do not own or lease any other material physical ~~properties. We~~properties, except for the lease for office space in Oslo from ~~Frontline~~Seatankers Management Norway AS, a ~~subsidiary of Frontline,~~related party, at market rates. ~~We also have other leased properties, which are not considered material.~~

On March 14, 2017, we entered into the Quintana Acquisition to acquire fourteen vessels, as described under "Item 5.B-Liquidity and Capital Resources-Vessel Transactions". Following the closing of our acquisition of the vessels that is subject to customary conditions to closing and entry into final binding loan agreements substantially in accordance with the binding term sheets we have entered into, we will acquire:



Vessel	Built	DWT	Flag	Type of Employment
Newcastlemax
Q Gayle	2011	206,565	MI	Time charter
Capesize
Q Houston	2014	181,214	MI	Time charter
Q Kaki	2014	180,560	MI	Index linked time charter
Q Amreen	2015	179,337	MI	Time charter
Q Anastasia	2014	179,189	MI	Time charter
Q Myrtalia	2011	177,979	MI	Time charter
Post Panamax
Q Deb	2014	84,970	MI	Index linked time charter
Q Sue	2013	83,789	MI	Index linked time charter
Q Kennedy	2015	83,789	MI	Time charter
Kamsarmax
Q Jake	2011	82,188	MI	Spot market
Q Arion	2011	82,188	MI	Index linked time charter
Q Ioanari	2011	81,827	MI	Index linked time charter
Q Keen	2012	81,586	MI	Index linked time charter
Panamax
Q Shea	2007	76,937	MI	Index linked time charter

On March 14, 2017, we entered into the Hemen Acquisition to acquire two 2017 ice class Panamax vessels, as described under "Item 5.B-Liquidity and Capital Resources-Vessel Transactions". Subject to definitive documentation and other customary closing conditions we will acquire:



Vessel	Built	DWT	Flag	Type of Employment
Ice class Panamax
Sea Amber	2017	74,500	MT	Spot
Sea Opal	2017	74,500	n/a	n/a

ITEM 4A. UNRESOLVED STAFF COMMENTS

None.

In March 2015, we acquired four Supramax dry bulk newbuildings as a result of the Merger, of which the Golden Taurus, was delivered in May 2015.

In April 2015, we agreed to the sale of four newbuilding Capesize vessels which had been purchased from Frontline 2012 in March 2015. We agreed to time charter-in three of the vessels for periods between six and twelve months upon completion of their sale. We do not expect to fund these newbuildings with any debt prior to delivery to the new owners. We completed the construction and sale of Front Atlantic and Front Baltic in August and November 2015, respectively. Front Caribbean and Front Mediterranean were completed and sold in 2016. A loss on sale of $2.2 million was recorded on the sale of Front Atlantic. As a result of the loss on the sale of Front Atlantic, weexpected the remaining costs to delivery for each of the three remaining newbuilding to exceed the agreed sale price and an impairment loss of $7.1 million was recorded. In November 2015, we took delivery of the Capesize dry bulk newbuilding, Front Baltic, and a gain on sale of $0.1 million was recorded. A cash deposit of $9.4 million per vessel was transferred by the buyer into an escrow account in the joint names of ourselves and the buyer. All interest on this deposit accrues to the buyer. This escrow account has not been recorded on the balance sheet at December 31, 2015. The deposit for the Front Caribbean was released on delivery of this vessel in 2016 and formed part of the sale proceeds received of $46.2 million.

We took delivery of two Capesize dry bulk newbuildings in the second and third quarter of 2015; the Golden Aso, which was purchased from Frontline 2012 was delivered in June 2015, and the Golden Finsbury was delivered in September 2015.

In November 2015, we entered into an agreement with New Times Shipbuilding Co. Ltd in China to convert two Capesize dry bulk newbuildings to Suezmax oil tanker newbuildings, with expected delivery in the ~~year ended~~first quarter of 2017. On November 23, 2015, we agreed to sell these newbuilding contracts to Frontline for $1.9 million. The transaction with Frontline was completed on December 31, 2015 and reduced our newbuilding commitments by $95.0 million. We recognized a loss on sale of the newbuilding contracts of $8.9 million.

In January 2016, we took delivery of Golden Barnet, Golden Bexley, both Capesize newbuildings and Golden Scape and Golden Swift, both Newcastlemax newbuildings. Upon delivery, aggregate final installments including agreed extras of $112.6 million were paid.

In February 2016, we took delivery of Front Caribbean, a Capesize newbuilding. Upon delivery, the final installment including agreed extras of $33.4 million was paid.

In May 2016, we took delivery of Golden Fulham, a Capesize newbuilding. Upon delivery, the final installment including agreed extras of $41.5 million was paid.

In August 2016, we took delivery of Golden Leo, a Supramax newbuilding. Upon delivery, the final installment including agreed extras of $15.7 million was paid.

In October 2016, we took delivery of Front Mediterranean, a Capesize newbuilding. Upon delivery, the final installment including agreed extras of $33.5 million was paid.

During 2016, we paid and capitalized in aggregate pre-delivery installments of $24.6 million and other capitalized costs $3.7 million.

As at December 31, 2016, there is no difference between the aggregate of installments and newbuilding supervision fees paid and interest capitalized of $267.3 million and the additions to newbuildings per the consolidated statement of cash flows.

As at December 31, 2015, the difference between (i) the aggregate of installments and newbuilding supervision fees paid and interest capitalized of $517.5 million, and (ii) additions to newbuildings per the consolidated statement of cash flows of $519.0 relates to accrued newbuilding costs as at December 31, 2014 of $2.0 million settled in 2015 and reimbursements of newbuilding costs of $0.5 million by the new owners of Front Baltic in 2016.

As at December 31, 2014, the difference between (i) the aggregate of installments and newbuilding supervision fees paid ~~and accrued~~ and interest capitalized of $360.5 million, and (ii) additions to newbuildings per the consolidated statement of cash flows of $357.4 million is attributable to accrued expenses not paid of $3.1 million.

~~13.DEFERRED CHARGES~~19. EQUITY METHOD INVESTMENTS

As at December 31, the Company had the following participation in investments that are recorded using the equity method:

(in thousands of $) 2014
2013
Capitalized financing fees and expenses 6,253
2,699
Accumulated amortization (2,720 ) (2,035 )
3,533
664



(% of ownership)	2016		2015
United Freight Carriers LLC ("UFC")	50.00	%	50.00	%
Golden Opus Inc. ("G. Opus")	50.00	%	50.00	%
Seateam Management Pte. Ltd ("Seateam")	22.19	%	21.25	%
Capesize Chartering Ltd ("CCL")	25.00	%	20.00	%

~~During 2014,~~Movements in equity method investments for the years ended December 31, 2016 and 2015 are summarized as follows:



(in thousands of $)	UFC		G. Opus		Seateam		Total
At December 31, 2014	—		—		—		—
Acquired as a result of the Merger	630		10,379		337		11,346
Dividends received from associated companies	—		—		(88	)	(88	)
Share of income / (loss)	140		(821	)	248		(433	)
Impairment loss	—		(4,600	)	—		(4,600	)
At December 31, 2015	770		4,958		497		6,225
Dividends received from associated companies	—		—		(256	)	(256	)
Share of income / (loss)	(149	)	(694	)	462		(381	)
Impairment loss	—		(2,142	)	—		(2,142	)
Equity contribution	—		750		—		750
Purchases	—		—		28		28
At December 31, 2016	621		2,872		731		4,224

In February 2015, the Former Golden Ocean, Bocimar International NV, CTM, Golden Union Shipping Co S.A., and Star Bulk Carriers Corp. announced the formation of a ~~commitment fee~~new joint venture company, Capesize Chartering Ltd, or CCL. The purpose of ~~$3.4 million was paid~~the new company is to combine and ~~capitalized in connection~~coordinate the chartering services of all the parties for their participating Capesize dry bulk vessels that are intended to trade on the spot market and ultimately achieve improved scheduling ability through the joint marketing opportunity, with the ~~$420.0~~overall aim of enhancing economic efficiencies. CCL commenced operations in the second half of February 2015 from the existing offices of each of the five parties involved. We acquired the Former Golden Ocean's 20% interest in Capesize Chartering upon completion of the Merger and allocated nil value to this shareholding.

As at December 31, 2015, we recorded an impairment loss of $4.6 million ~~term loan facility~~against the carrying value of investment in Golden Opus Inc following an impairment review that was ~~entered into~~triggered by the significant fall in ~~June 2014. During 2013, fully amortized deferred charges~~rates in the Baltic Dry Index. The loss recorded is equal to the difference between the carrying value prior to the impairment of ~~$0.7~~$9.6 million ~~were removed from cost~~ and ~~accumulated amortization.~~its estimated fair value of $5.0 million.

~~During 2014, 2013~~In February 2016, Golden Union Shipping Co S.A. equally transferred its 20% stake in CCL to the remaining four joint venture partners (Bocimar International NV, C Transport Holding Ltd, Star Bulk Carrier Corp and ~~2012,~~ ~~nil~~,the Company). The Company's initial investment in Capesize Chartering and subsequent share of results is insignificant at December 31, 2016.

In April 2016, the Company purchased additional 5,156 ordinary shares at par value of SG$1 in Seateam. The purchase increased the stake of the Company from 21.25% to 22.19%. The net asset value per share at the date of the purchase was $5.47 and resulted in a gain on purchase of $24 thousand recognized in other financial items.

In March 2016, we contributed $0.8 million additional capital to Golden Opus Inc.

As at March 31, 2016 we recorded an further impairment loss of $2.2 million against the carrying value of the investment in Golden Opus Inc. following an impairment review triggered by the continuing fall in the Baltic Dry Index. The loss recorded is equal to the difference between the carrying value prior to the impairment of $5.3 million and its estimated fair value of $3.1 million.

In 2016, cash dividends received from equity method investees amounted to $0.3 million (2015: $0.1 million, ~~and $0.3 million respectively, were charged against income~~2014: nil).

20. OTHER LONG TERM ASSETS



(in thousands of $)	2016		2015
Acquired as a result of the Merger	4,744		9,116
Accreted interest	56		357
Repayments	(750	)	—
Transfers to current assets	(250	)	—
Provision for uncollectible receivables	(1,800	)	(4,729	)
Other long term asset	2,000		4,744
Deferred tax asset	343		—
Prepaid charterhire expenses	5,184		—
Other long term assets	7,527		4,744

The other long term asset was acquired as a result of ~~early loan repayments.~~

~~14.ACCRUED EXPENSES~~

(in thousands of $) 2014
2013
Voyage expenses 871
354
Ship operating expenses 1,112
489
Administrative expenses 1,162
1,332
Interest expense 1,045
189
4,190
2,364

~~15.DEFERRED CHARTER REVENUE~~

~~In March 2012,~~ the ~~Company agreed an amendment to~~Merger and is the ~~time charter for~~fair value of the ~~Capesize~~amount owed following the sale of a vessel~~Belgravia~~ ~~whereby~~ ~~$5.0 million~~ ~~was paid in advance~~ by the ~~charterer~~Former Golden Ocean in 2009. The balance falls due on March 31, 2017 and ~~$95,000~~was ~~to be deducted by~~valued at $9.1 million based on the ~~charterer from each future hire payment, which are each payable~~ ~~15 days~~ ~~in advance, until~~ ~~$5.7~~actual amount of $10.0 million ~~was deducted in total.~~ that is owed and a 7% discount rate. The ~~Company accounted for this by calculating the total expected charter hire payments at the date~~amount owed bears interest of ~~change and recording this expected revenue over the remaining term of the charter party to August 2014 on a straight line basis. The~~ ~~$5.0~~2%. In 2015, $0.6 million ~~prepayment~~ was recorded as ~~a liability and is being amortized over the remaining term of the charter party on a straight line basis. As of December 31, 2014,~~ ~~nil~~ ~~(2013:~~ ~~$1.3 million) and~~ ~~nil~~ ~~(2013:~~ ~~nil) are recorded in short term and long term liabilities, respectively, with respect to the unamortized balance of the~~ ~~$5.0 million~~ ~~prepayment. As of December 31, 2014,~~ ~~$3.3 million~~ ~~(2013:$2.3 million) is recorded in short term liabilities~~interest income in respect of ~~income received in advance on other charters.~~

~~16.DEBT~~

(in thousands of $) 2014
2013
U.S. dollar denominated floating rate debt:
$175 Million Loan 125,000
95,000
$420 Million Loan 238,500
—
Total debt 363,500
95,000
Less: current portion (19,812 ) —
343,688
95,000

~~$58.24 Million Loan~~

~~In July 2010, the Company entered into a~~ ~~$58.24~~this asset, $0.2 million ~~credit facility consisting of~~ ~~four~~ ~~tranches of~~ ~~$14.56 million~~ ~~each~~ was in respect of ~~each VLCC~~interest income received and $0.4 million was in respect of the ~~fleet at that time. Repayments were made on a quarterly basis with a balloon payment at~~amortized of the ~~final maturity date in June 2015.~~fair value adjustment. The ~~loan bears interest at LIBOR plus a margin. As of~~ ~~December 31, 2014, the outstanding balance~~provision for uncollectible receivables was ~~nil (December 31, 2013: nil)~~recorded following increased credit risk as a result of ~~loan repayments~~the weak market conditions.

In 2016, the Company renegotiated the principal amount of ~~$41.3~~the asset to $3.0 million ~~due~~and its repayment profile, with the interest rate set to 1% and the maturity date to December 31, 2019. As a result, the asset was re-measured at $3.0 million and a provision for uncollectible receivables of $1.8 million was recognized. In 2016, and prior to the ~~sale~~renegotiation of ~~three VLCCs during 2012~~terms, the Company recognized interest income of $0.2 million of which $0.1 million relates to interest income accruing on the original principal and ~~a final repayment of $12.4~~interest rate and $0.1 million ~~during 2013 upon the sale~~relates to amortization of the ~~VLCC~~ ~~Mayfair~~fair value adjustment (accreted interest). After the renegotiation of the terms, the Company recognized interest income of $21.3 thousand accruing on the amended principal and interest rate.

~~F-17~~

The outstanding other long term asset as of December 31, 2016 is receivable as follows:



(in thousands of $)
2017		250
2018		500
2019		1,500
2020		—
2021		—
Thereafter		—
		2,250

In the third quarter of 2015, eight vessels were sold and leased back from Ship Finance for a period of 10 years. The daily time charter rate is $17,600 during the first 7 years and $14,900 in the remaining three years, of which $7,000 is for operating expenses (including dry docking costs). We have a purchase option of $112 million en-bloc after 10 years and, if such option is not exercised, Ship Finance will have the option to extend the charters by three years at $14,900 per day. Since the daily time charter rate is not constant over the extended lease term, we have straight lined the total expense over the term and an amount of $5.2 million was credited to charter hire expenses in 2016 (2015: nil) with the corresponding asset presented as part of other long term assets. We will begin to amortize this asset when the daily charter hire rate reduces in the third quarter of 2022.

21. DEBT



(in thousands of $)	2016		2015
$33.93 million term loan	28,275		28,841
$82.5 million term loan	44,367		47,597
$284.0 million term loan	258,538		262,541
$420.0 million term loan	388,545		395,875
$425.0 million term loan	166,743		26,885
Total U.S. dollar denominated floating rate debt	886,468		761,739
U.S. dollar denominated fixed rate debt	177,300		167,815
Sellers credit	—		4,739
Deferred charges	(5,350	)	(5,797	)
Total debt	1,058,418		928,496
Less: current portion	—		(20,380	)
	1,058,418		908,116

Movements in 2016 and 2015 are summarized as follows:



(in thousands of $)	Floating rate debt		Fixed rate debt	Sellers credit		Deferred charges		Total
Balance at December 31, 2014	363,500		—	—		(3,534	)	359,966
Debt assumed as a result of the Merger	426,602		161,200	4,511		—		592,313
Loan repayments	(244,338	)	—	—		—		(244,338	)
Loan draw downs	215,975		—	—		—		215,975
Amortization of purchase price adjustment	—		6,615	228		—		6,843
Capitalized financing fees and expenses	—		—	—		(3,825	)	(3,825	)
Amortization of capitalized fees and expenses	—		—	—		1,562		1,562
Balance at December 31, 2015	761,739		167,815	4,739		(5,797	)	928,496
Loan repayments	(17,471	)	—	(4,748	)	—		(22,219	)
Loan draw downs	142,200		—	—		—		142,200
Amortization of purchase price adjustment	—		9,485	9		—		9,494
Capitalized financing fees and expenses	—		—	—		(898	)	(898	)
Amortization of capitalized fees and expenses	—		—	—		1,345		1,345
Balance at December 31, 2016	886,468		177,300	—		(5,350	)	1,058,418

$~~175 Million Loan~~

~~In December 2010, the Company refinanced the~~ ~~$105~~33.93 million ~~loan facility and entered into a~~ ~~$175 million~~ credit facility ~~consisting~~

We assumed this debt of ~~four~~ ~~tranches~~$30.5 million as a result of ~~$25.0 million, each relating to a Capesize vessel,~~the Merger. This facility finances two vessels and ~~a revolving debt facility of~~ ~~$75 million. The loan is secured by, among other things, a first priority mortgage on the applicable vessel. The loan has an~~bears interest ~~rate~~ of LIBOR plus a margin of ~~2.50%~~2.75%. Repayments are made on a quarterly basis, each in an amount $0.6 million, with a balloon payment of $22.6 million on the final maturity date of May 25, 2018. The terms of the facility were amended on March 31, 2016, as described below.

During 2016, $0.6 million (2015: $1.7 million) were repaid and there have been nil draw downs (2015: nil). As of December 31, 2016, $28.3 million (2015: $28.8 million) was outstanding under this facility and there was no available, undrawn amount and $1.7 million in repayments was deferred. At December 31, 2016, this facility was secured by two ( 2015: two) of our Panamax vessels.

$82.5 million credit facility

We assumed this debt of $67.8 million as a result of the Merger. This facility financed six vessels and bears interest of LIBOR plus a margin of 2.75%. Repayments are made on a quarterly basis, each in an amount $1.2 million, with a balloon payment on the final maturity date on October 31, 2018. The terms of the facility were amended on March 31, 2016, as described below.

During 2016, $3.2 million were repaid of which $2.0 million to comply with the minimum value covenant as of December 31, 2015. During 2016, there have been nil draw downs (2015: nil). In 2015, $20.2 million were repaid of which $17.7 million in May ~~2013,~~2015, following the ~~revolving~~sale of Channel Alliance and Channel Navigator. As of December 31, 2016, $44.4 million (2015: $47.6 million) was outstanding under this facility and there was no available, undrawn amount and $3.7 million in repayments was deferred. At December 31, 2016, this facility was secured by four (2015: four) of our Ice-class Panamax vessels.

$284.0 million credit facility

We assumed this debt ~~facility~~ of ~~$75.0~~$260.5 million ~~was reduced to $40.0 million. In May 2014, the repayment profile~~as a result of the ~~$135~~Merger. This facility finances 19 vessels and bears interest of LIBOR plus a margin of 2.0%. Repayments are made on a quarterly basis, each in an amount $4.0 million, with a balloon payment on the final maturity date on December 31, 2019. The terms of the facility was amended on March 31, 2016, as described below.

During 2016, $4.0 million (2015: $11.7 million) were repaid and there have been nil draw downs (2015: $13.8 million). As of December 31, 2016, $258.5 million (2015: $262.5 million) was outstanding under this facility and there was no available, undrawn amount and $12.0 million in repayments was deferred. At December 31, 2016, this facility was secured by two (2015: two) of our Capesize vessels, four (2015: four) Ice class Panamax vessels, five (2015: five) Supramax vessels and eight (2015: eight) Kamsarmax vessels.

$420.0 million term loan facility was changed from a balloon repayment of the full amount in May 2015 to four quarterly installments commencing in May 2015, each equal to 1/48 of the outstanding loan amount, and a balloon payment for the remaining balance in May 2016. During 2014, $30.0 million was drawn down from this facility to part finance the 2013-built Capesize bulk carrier, ~~Bulk China~~ ~~(renamed~~ ~~KSL China), purchased from Karpasia in April 2014 with a similar repayment profile to that agreed in May 2014. As of~~ ~~December 31, 2014, the outstanding balance was~~ ~~$125.0 million~~ ~~and $10.0 million was available for vessel acquisitions but undrawn.~~

~~$420 Million Loan~~

In June 2014, ~~the Company~~we entered into a term loan facility of up ~~to $420.0~~to$420.0 million, ~~depending~~dependent on the market values of the vessels at the time of draw down, consisting of fourteen tranches of up to $30.0 million to finance, in part, fourteen of ~~the Company's~~our newbuildings. Each tranche is repayable by quarterly installments based on a 20-years profile from the delivery date of ~~$$375,000~~each vessel and all amounts outstanding shall be repaid on ~~the final maturity date, which will be no later than 72 months after the first drawdown date or~~ June 30, 2020. The ~~final draw down date must be no later than October 2016. The loan~~facility has an interest rate of LIBOR plus a margin of ~~2.50%~~2.5%. In January 2016, following an accelerated repayment to comply with the minimum value covenant as of December 31, 2015, the quarterly repayment schedule was amended to $5.2 million, in total, for all fourteen trances. The ~~Company drew~~terms of the facility was further amended on March 31, 2016, as described below.

During 2016, $7.3 million (2015: $17.6 million) were repaid of which $2.2 million to comply with the minimum value covenant as of December 31, 2015. During 2016, there have been nil draw downs. During 2015, $175.0 million was drawn down on delivery of six Capesize bulk carriers. As of December 31, 2016, $388.5 million (2015: $395.9 million) was outstanding under this facility and there was no available, undrawn amount and $15.5 million in repayments was deferred. The facility is secured by fourteen (2015: fourteen) of our Capesize vessels.

$425.0 million senior secured post-delivery term loan facility

In February 2015, we entered into a senior secured post-delivery term loan facility of up to $425.0 million, depending on the market values of the vessels at the time of draw down, to partially finance fourteen newbuilding vessels. The facility was initially divided into twelve tranches of $30.0 million ~~each~~and two tranches of $32.5 million. Each tranche was originally repayable in quarterly payments of 1/80 of the drawn down amount and all amounts outstanding are to be repaid on the final maturity date of March 31, 2021. The loan bore interest at LIBOR plus a margin of 2.0%. In December 2015, the loan agreement was amended and the minimum level of the loan to value was increased from 55% to 70%. The margin was also amended to 2.20% plus LIBOR and the quarterly repayments changed from 1/80 to 1/64 of the drawn down amount. The amendment also allowed us to substitute the optional additional borrowers with another of our wholly owned subsidiaries. The terms of the loan were further amended on March 31, 2016, as described below.

During 2016, $2.3 million (2015: $0.3 million) were repaid. During 2016, $142.2 million (2015: $27.2 million) was drawn down on delivery of five Capesize bulk carriers (2015: one Capesize bulk carrier). As of December 31, 2016, $166.7 million (2015: $26.9 million) was outstanding under this facility and there was $200.0 million available, undrawn amount and $7.6 million in repayments was deferred. At December 31, 2016, this facility was secured by six (2015: one) of our Capesize vessels.

$201.0 million credit facility

We assumed this debt of $45.4 million as a result of the Merger. This facility financed two vessels and bore interest of LIBOR plus a margin of 2.75%. In the third quarter of ~~2014~~2015, we repaid the outstanding balance on this facility of $44.4 million in full following the sale of Golden Beijing and Golden Zhoushan.

$23.8 million credit facility

We assumed this debt of $22.4 million as ~~part financing~~a result of the Merger. This facility financed one vessel and bore interest of LIBOR plus a margin of 2.65%. In the third quarter of 2015, we repaid the outstanding balance on this facility of $22.1 million in full following the sale of ~~KSL Seattle, KSL Sapporo, KSL Sydney, KSL Singapore, KSL Salvador~~ Golden Magnum.

Loan Amendments and Cash Sweep Mechanism

In February 2016, we agreed with our lenders to amend certain of the terms on the $420.0 million term loan facility, $425.0 million senior secured post-delivery term facility, $33.93 million credit facility, $82.5 million credit facility and ~~KSL Santiago~~ ~~and~~ the $284.0 million credit facility, or the Loan Facilities. ~~drew down two tranches~~For the period from April 1, 2016 to September 30, 2018 there will be no repayments on these facilities, subject to a cash sweep mechanism as described below. The minimum value covenant is set at 100% with a subsequent increase to 125% or 135% (depending on the facility) on October 1, 2018 and the market adjusted equity ratio is waived up until

the same date. We have also agreed that for the nine (six as of ~~$30.0 million each~~the date of this report) remaining newbuilding contracts where we have financing in the ~~fourth~~$425.0 million term loan facility, there will be a fixed draw down of $25.0 million per vessel subject to compliance with the minimum value covenant of 100% for the period. The margins on the loans are unchanged, however, we will pay an increased margin of 4.25% for the deferred repayments under the loan facilities. We will resume repayment of each loan on October 1, 2018 based on the repayment model as if October 1, 2018 was April 1, 2016 regardless of any repayment made during the period in accordance with the cash sweep mechanism described below and without affecting the final maturity date.

A cash sweep mechanism is in place whereby we will pay down on the deferred repayment amount should our cash position improve. We will report and furnish our lenders at the end of each first and third quarter a calculation of free projected cash anticipated at September 30, 2018, or the Free Projected Cash. All Free Projected Cash above a threshold of $25 million will be used to repay the loans on the cash sweep repayment date, which is when the compliance certificates fall due. The first cash sweep repayment date was due at the end of the third quarter of ~~2014 as part financing~~2016 and no payments were triggered following reporting to the lenders. The cash sweep that we will pay to each lender will be based on a relative value of the ~~KSL San Francisco~~ deferred amount in each facility as calculated as per end of that half year period equal to:

the installments that had fallen due and ~~KSL Santos.~~ ~~Also~~ payable under the agreements during that period had not such installments been suspended in accordance; over

all regular installments that had fallen due and payable under all existing credit facilities during that period had not such installments been suspended.

Existing credit facilities include the Loan Facilities and the $22 million senior secured term loan agreement made between Golden Opus Inc, and us as guarantor of 50% of the facility. Any repayments made under the cash sweep will be applied against balloon payments due on the loans. Due to the operation of the cash sweep mechanism, we will not be permitted to make any cash dividend payments without the prior approval of our lenders in the ~~fourth quarter,~~period to September 30, 2018.

As at December 31, 2016, all of our bank debt is classified as long term, and the deferred repayments under the loan facilities amounted to $40.5 million. Based on the improved cash position and amended terms on the outstanding newbuildings, the Company ~~paid four installments~~expects to prepay part of ~~$375,000 each.~~ the deferred debt repayments during the second quarter of 2017 based on the first quarter 2017 reporting of the Free Projected Cash. The estimated prepayment amount is classified as long term debt as of December 31, 2016 as the measurement and compliance periods under the loan agreements being the first and third quarters. Subject to working capital changes in the first quarter of 2017, the Company expects to prepay the December 31, 2016 deferred repayment balance under the loan facilities.

As of December 31, ~~2014, $238.5~~2015, the amendments to the loan agreements resulted in re-classification of $34.1 million ~~had been drawn under the facility and the available, undrawn amount was $180.0 million.~~as long term.

~~As of~~ ~~December 31, 2014, both of the Company's~~Financial covenants

Our loan agreements contain a loan-to-value ~~clause,~~clauses, which could require ~~the Company~~us to post additional collateral or prepay a portion of the outstanding borrowings should the value of the vessels securing borrowings under each of such agreements decrease below a required ~~level.~~levels. In addition, the loan agreements ~~contains~~contain certain financial covenants, including the requirement to maintain a certain level of free cash, positive working capital and a value adjusted equity covenant. ~~The loans also include cross default provisions. Failure~~With regards to ~~comply with any~~free cash, we have covenanted to retain at least $53.8 million of ~~the covenants in the loan agreements could result in a default, which would permit the lender to accelerate the maturity of the debt~~cash and ~~to foreclose upon any collateral securing the debt. Under those circumstances, the Company might not have sufficient funds or other resources to satisfy its obligations.~~

cash equivalents as at December 31, 2016 (December 31, 2015: $48.5 million) and this is classified as Restricted cash, non current assets. In addition, none of ~~its~~our vessel owning subsidiaries may sell, transfer or otherwise dispose of their interests in the vessels they own without the prior written consent of the applicable lenders unless, in the case of a vessel sale, the outstanding borrowings under the credit facility applicable to that vessel are repaid in full. Failure to comply with any of the covenants in the loan agreements could result in a default, which would permit the lender to accelerate the maturity of the debt and to foreclose upon any collateral securing the debt. Under those circumstances, we might not have sufficient funds or other resources to satisfy our obligations.

~~The Company~~In January 2016, we prepaid $4.2 million, in aggregate, on two loan facilities in order to comply with year end minimum value covenant requirements. This amount was classified as short term debt as of December 31, 2015. All other covenants were in compliance with ~~all of the financial~~this covenant and other covenants ~~contained in its loan agreements as of~~ at December 31, ~~2014~~.2016 and December 31, 2015.

U.S. Dollar Denominated Fixed Rate Debt

3.07% Convertible Bonds due 2019

In January 2014, the Former Golden Ocean issued a $200 million convertible bond with a 5 year tenor and coupon of 3.07% per year, payable bi-annually in arrears. The convertible bond has no regular repayments and matures in full on January 30, 2019. There are no financial covenants in the convertible bond agreement. At the time of the Merger, we assumed the convertible bond and the conversion price was adjusted based on the exchange ratio in the Merger. The conversion price at December 31, 2016 was $88.15 (December 31, 2015: $99.65) per share, as adjusted following the 5-to-1 reverse share split and was subject to adjustment

for any dividend payments in the future. The fair value of the convertible bond was determined to be $161.2 million at the time of the Merger based on the quoted price of 80.6%. The difference of $38.8 million is being amortized over the remaining life of the bond so as to maintain a constant effective rate so that the convertible bond will have a value of $200 million on maturity. The bonds will be redeemed at 100% of their principal amount and will, unless previously redeemed, converted or purchased and cancelled, mature on January 30, 2019. We have a right to redeem the bonds at par plus accrued interest at any time during the term, provided that 90% or more of the bonds issued shall have been redeemed or converted to shares. As at December 31, 2016, 2,268,860 (December 31, 2015: 2,007,025) new shares would be issued if the bonds were converted at the current price of $88.15 (December 31, 2015: $99.65).

During 2016, $9.5 million (2015: $6.6 million) was amortized and recorded as interest expense.

Seller's credit

In 2013, the Former Golden Ocean purchased two vessels at which time the seller provided a 30% seller’s credit towards the cost of the vessel. The fair value of the sellers credit at the time of the Merger was $4.5 million based on the discounted value. The difference of $0.3 million was amortized over the remaining life of the seller's credit so as to maintain a constant effective rate so that the seller's credit had a value of $4.8 million on maturity in 2016.

During 2016, $8.3 thousand (2015: $0.2 million) was amortized and recorded as interest expense and the credits were fully settled by us.

Deferred charges

During 2016, an arrangement fee of $0.9 million was paid and capitalized with our term loan facilities.

As of January 1, 2016, under the requirements of ASU 2015-03, we changed the presentation of debt issuance costs in the balance sheet as a direct deduction from the carrying amount of the related debt rather than as an asset. The change was retrospectively applied and debt issuance costs of $5.4 million at December 31, 2016 (December 31, 2015: $5.8 million ) are presented as a deduction from the carrying amount of our debt.

During 2015, an arrangement fee of $3.8 million was paid and capitalized in connection with the $425.0 million term loan facility that was entered into in January 2015. The $175.0 million term loan facility was fully repaid and fully amortized deferred charges of $2.3 million were removed from cost and accumulated amortization.

The outstanding debt as of December 31, ~~2014~~2016 is repayable as follows:


(in thousands of $)
Year ending December 31,
2015	19,812
2016	129,188
2017	12,000	—
2018	12,000	84,290
2019	12,000	485,092
2020		374,168
2021		142,918
Thereafter	178,500	—
	363,500	1,086,468
Amortization of purchase price adjustment		(22,700	)
		1,063,768

Assets pledged

As of December 31, ~~2014, thirteen~~2016, forty-five vessels ~~(2013: four~~(2015: forty vessels) with an aggregate carrying value of ~~$852.7~~$1,733.2 million ~~(2013: 262.7~~(2015: $1,488.2 million) were pledged as security for ~~the Company's~~our floating rate debt.

Weighted average interest

~~F-18~~The weighted average interest rate related our floating rate debt (margin excluding LIBOR) as of December 31, 2016 and 2015 was 2.37%, and 2.30% respectively. Our fixed rate debt bears interest of 3.07% per annum.



o	REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
x	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
	For the fiscal year ended December 31, ~~2014~~2016
OR
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from _________________to___________________
OR
o	SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	Date of event requiring this shell company report



Title of each class	Name of each exchange on which registered
Common Shares, Par Value ~~$0.01~~$0.05 Per Share	NASDAQ Global Select Market



		PAGE
PART I
Item 1.	Identity of Directors, Senior Management and Advisers	1
Item 2.	Offer Statistics and Expected Timetable	1
Item 3.	Key Information	1
Item 4.	Information on the Company	1822
Item 4A.	Unresolved Staff Comments	3035
Item 5.	Operating and Financial Review and Prospects	3136
Item 6.	Directors, Senior Management and Employees	4766
Item 7.	Major Shareholders and Related Party Transactions	5271
Item 8.	Financial Information	5572
Item 9.	The Offer and Listing	5673
Item 10.	Additional Information	5774
Item 11.	Quantitative and Qualitative Disclosures about Market Risk	7087
Item 12.	Description of Securities other than Equity Securities	7089
PART II
Item 13.	Defaults, Dividend Arrearages and Delinquencies	7190
Item 14.	Material Modifications to the Rights of Security Holders and Use of Proceeds	7190
Item 15.	Controls and Procedures	7190
Item 16.	[Reserved]	7291
Item 16A.	Audit committee financial expert	7291
Item 16B.	Code of Ethics	7291
Item 16C.	Principal Accountant Fees and Services	7291
Item 16D.	Exemptions from the Listing Standards for Audit Committees	7291
Item 16E.	Purchase of Equity Securities by the Issuer and Affiliated Purchasers	7392
Item 16F.	Change in Registrant's Certifying Accountant	7392
Item 16G.	Corporate Governance	7392
Item 16H.	Mine Safety Disclosures	7392
PART III
Item 17.	Financial Statements	7494
Item 18.	Financial Statements	7494
Item 19.	Exhibits	7595


	Fiscal year ended December 31,										Fiscal year ended December 31,
	2014		2013		2012		2011		2010		2016		2015		2014		2013		2012
(in thousands of $, except shares, per share data and ratios)
Statement of Operations Data:
Total operating revenues	96,715		37,546		37,315		55,497		40,825		257,808		190,238		96,715		37,546		37,315
Total operating expenses	77,229		30,722		27,307		24,457		17,267		328,366		414,363		77,229		30,722		27,307
Net operating income	19,486		6,824		10,008		31,040		23,558
Net income from continuing operations	16,253		3,530		5,882		27,058		20,145
Net operating (loss) income											(70,258	)	(234,913	)	19,486		6,824		10,008
Net (loss) income from continuing operations											(127,711	)	(220,839	)	16,253		3,530		5,882
Net (loss) income from discontinued operations (1)	(258	)	(7,433	)	(59,311	)	5,594		18,412		—		—		(258	)	(7,433	)	(59,311	)
Net income (loss)	15,995		(3,903	)	(53,429	)	32,652		38,557
Earnings per share from continuing operations: basic	0.31		0.14		0.24		1.11		1.05
Earnings per share from continuing operations: diluted	0.31		0.14		0.24		1.10		1.05
Loss per share from discontinued operations: basic	—		(0.29	)	(2.43	)	0.23		0.97
Loss per share from discontinued operations: diluted	—		(0.29	)	(2.41	)	0.23		0.97
Earnings (loss) per share: basic	0.30		(0.15	)	(2.19	)	1.34		2.02
Earnings (loss) per share: diluted	0.30		(0.15	)	(2.17	)	1.33		2.02
Cash distributions per share declared	0.63		0.70		1.20		2.00		1.70
Net (loss) income											(127,711	)	(220,839	)	15,995		(3,903	)	(53,429	)
(Loss) earnings per share from continuing operations: basic ($)											($1.34)		($7.30)		$1.55		$0.70		$1.20
(Loss) earnings per share from continuing operations: diluted ($)											($1.34)		($7.30)		$1.55		$0.70		$1.20
Loss per share from discontinued operations: basic ($)											$0.00		$0.00		$0.00		($1.45)		($12.15)
Loss per share from discontinued operations: diluted ($)											$0.00		$0.00		$0.00		($1.45)		($12.05)
(Loss) earnings per share: basic ($)											($1.34)		($7.30)		$1.52		($0.75)		($10.95)
(Loss) earnings per share: diluted ($)											($1.34)		($7.30)		$1.52		($0.75)		($10.85)
Cash distributions per share declared ($)											$0.00		$0.00		$3.15		$3.50		$6.00

Balance Sheet Data (at end of year):
Cash and cash equivalents	42,221		98,250		79,259		46,848		56,771		212,942		102,617		42,221		98,250		79,259
Restricted cash	18,923		15,000		15,000		15,000		15,000
Long term restricted cash											53,797		48,521		18,923		15,000		15,000
Newbuildings	323,340		26,706		—		—		—		180,562		338,614		323,340		26,706		—
Vessels, net	852,665		262,747		273,826		436,273		459,032
Vessels and equipment, net											1,758,939		1,488,205		852,665		262,747		273,826
Total assets	1,262,740		409,858		397,420		521,219		541,953		2,361,623		2,172,870		1,259,207		409,194		396,198
Current portion of long-term debt	19,812		—		4,700		3,600		3,600		—		20,380		19,812		—		4,700
Current portion of obligations under capital lease											4,858		15,749		—		—		—
Long-term debt	343,688		95,000		106,978		150,140		153,740		1,058,418		908,116		340,155		94,336		105,756
Obligations under capital lease											12,673		17,531		—		—		—
Share capital	801		305		244		244		244		5,299		1,727		801		305		244
Total equity	884,273		307,441		277,694		359,932		375,901		1,238,719		1,158,649		884,273		307,441		277,694
Common shares outstanding	80,121,550		30,472,061		24,437,000		24,425,699		24,425,699		105,965,192		34,535,128		16,024,310		6,094,412		4,887,400
Other Financial Data:
Equity to assets ratio (percentage) (2)	70.0	%	75.0	%	69.9	%	69.1	%	69.4	%	52.5	%	53.3	%	70.2	%	75.0	%	69.9	%
Debt to equity ratio (3)	0.4		0.3		0.4		0.4		0.4		0.9		0.8		0.4		0.3		0.4
Price earnings ratio (4)	(61.3	)	(61.3	)	(2.4	)	10.2		11.0		(3.5	)	(0.7	)	14.9		(61.3	)	(2.4	)
Time charter equivalent revenue (5)	62,760		30,737		32,992		53,477		39,674		187,906		134,547		42,407		30,737		32,992
Time charter equivalent rate⁽⁶⁾											8,435		10,185		15,238		21,140		11,749


	2014		2013		2012		2011		2010
(in thousands of $)											2016	2015	2014	2013	2012
Total operating revenues	96,715		37,546		37,315		55,497		40,825		257,808	190,238	96,715	37,546	37,315
Less: Voyage expense	(33,955	)	(6,809	)	(4,323	)	(2,020	)	(1,151	)
Add: Amortization of favorable charter party contracts											27,277	23,714	—	—	—
Less: Bareboat charter revenue *											2,399	—	—	—	—
Less: Other operating income											4,894	1,306	20,353	—	—
Net time and voyage charter revenues											277,792	212,646	76,362	37,546	37,315
Less: Voyage expenses & commission											89,886	78,099	33,955	6,809	4,323
Time charter equivalent revenue	62,760		30,737		32,992		53,477		39,674		187,906	134,547	42,407	30,737	32,992



Large accelerated filer o	Accelerated filer x	Non-accelerated filer o



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


1.	Newcastlemax, which are vessels with carrying capacities of between 200,000 dwt and 210,000 dwt;


2.	Capesize, which are vessels with carrying capacities of between 90,000 dwt and 200,000 dwt;


3.	Kamsarmax, which are vessels with carrying capacities of between 80,000 dwt and 90,000 dwt;


4.	Panamax, which are vessels with carrying capacities of between 65,000 and 80,000 dwt; and


5.	Supramax, which are vessels with carrying capacities of between 50,000 and 65,000 dwt.


(1)	~~Knightsbridge~~We classified ~~its~~our only ~~remaining~~very large crude carrier, or VLCC, as 'held for sale' as of December 31, 2012 and this vessel was sold during 2013. The operations of ~~Knightsbridge's~~our VLCCs have been recorded as discontinued operations in 2014 and all ~~periods~~prior years shown above.


(2)	Equity to assets ratio is calculated as total equity divided by total assets.


(3)	Debt to equity ratio is calculated as total interest bearing current and long-term liabilities divided by total equity.



Commission file number	000-29106



Yes o	No x



Yes o	No x



Yes x	No o


(4)	Price earnings ratio is calculated using the year end share price divided by basic (loss) earnings per share. Historical periods have been adjusted for the 5 to 1 reverse split completed in August 2016.


(5)	A reconciliation of time charter equivalent revenues, or TCE revenue, to total operating revenues as reflected in the consolidated statements of operation is as follows:


(6)	Time charter equivalent rate, or TCE rate, represents the weighted average daily TCE revenue of our entire operating fleet.



(in thousands of $, except for TCE Rate and days)	2016		2015		2014		2013		2012
Time charter equivalent revenue	187,906		134,547		42,407		30,737		32,992

Fleet available days	22,397		13,330		2,841		1,460		2,809
Fleet offhire days	(121	)	(120	)	(58	)	(6	)	(1	)
Fleet onhire days	22,276		13,210		2,783		1,454		2,808

Time charter equivalent rate	8,435		10,185		15,238		21,140		11,749



Vessel	Built	Approximate DWT	Flag	Type of Employment

Capesize - owned tonnage
Battersea (1)	2009	169,500	MI	Spot related time charter
Belgravia (1)	2009	169,500	MI	Spot market
Golden Future (1)	2010	176,000	HK	Spot related time charter
Golden Zhejiang (1)	2010	176,000	HK	Spot related time charter
KSL China (1)	2013	179,000	MI	Spot market
KSL Salvador	2014	181,000	HK	Spot market
KSL San Francisco	2014	181,000	HK	Spot related time charter with RWE
KSL Santiago	2014	181,000	HK	Spot related time charter with RWE
KSL Santos	2014	181,000	HK	Spot market
KSL Sapporo	2014	181,000	HK	Spot market
KSL Seattle	2014	181,000	HK	Spot market
KSL Singapore	2014	181,000	HK	Spot market
KSL Sydney	2014	181,000	HK	Spot market
KSL Sakura	2015	181,000	HK	Spot market
Golden Kathrine	2015	182,500	HK	Spot market
KSL Seoul	2015	181,000	HK	Spot related time charter with RWE
KSL Seville	2015	181,000	HK	Spot market
KSL Stockholm	2015	181,000	HK	Spot related time charter with RWE

Capesize - newbuilding
KSL Aso	2015	180,000	n/a	n/a
KSL Atlantic (2)	2015	180,000	n/a	n/a
KSL Baltic (2)	2015	180,000	n/a	n/a
KSL Barnet	2015	180,000	n/a	n/a
KSL Bexley	2015	180,000	n/a	n/a
KSL Caribbean (2) (3)	2015	180,000	n/a	n/a
KSL Finsbury	2015	180,000	n/a	n/a
KSL Fulham	2015	180,000	n/a	n/a
KSL Shanghai	2015	180,000	n/a	n/a
KSL Cirrus	2016	180,000	n/a	n/a
KSL Savannah	2016	180,000	n/a	n/a
KSL Arcus	2016	180,000	n/a	n/a
KSL Calvus (4)	2016	180,000	n/a	n/a
KSL Cumulus	2016	180,000	n/a	n/a
KSL Fractus (4)	2016	180,000	n/a	n/a
KSL Incus (4)	2016	180,000	n/a	n/a
KSL Mediterranean (2)	2016	180,000	n/a	n/a
KSL Nimbus	2016	180,000	n/a	n/a
KSL Radiatus (4)	2016	180,000	n/a	n/a

Newcastlemax - newbuilding
KSL Scape (3)	2015	210,000	n/a	n/a
KSL Swift (3)	2015	210,000	n/a	n/a



Golden Eclipse (12)	2010	79,600	HK	Time charter

Supramax - owned
Golden Aries	2015	63,800	HK	Spot market
Golden Cecilie	2015	60,000	HK	Spot market
Golden Cathrine	2015	60,000	HK	Spot market
Golden Gemini	2015	63,800	HK	Spot market

Supramax - chartered in
Golden Hawk	2015	58,000	PA	Spot market

Supramax - newbuildings
Golden Taurus	2015	63,800	n/a	n/a
Golden Leo	2016	63,800	n/a	n/a
Golden Libra	2016	63,800	n/a	n/a
Golden Virgo	2016	63,800	n/a	n/a


a.	(i) Delivery of five newbuildings (KSL Seattle, KSL Sapporo, KSL Singapore, KSL Sydney and KSL Salvador) purchased in April 2014 from Frontline 2012, (ii) Delivery of a vessel (KSL China) purchased from Karpasia and (iii) Delivery of three newbuildings (KSL Santiago, KSL Santos and KSL San Francisco) purchased in April 2014 from Frontline 2012.


b.	Seven vessels acquired upon the completion of the Merger (Channel Navigator, Channel Alliance, Golden Feng, Golden Shui, Golden Magnum, Golden Beijing and Golden Zhoushan).


c.	(i) Delivery of six newbuildings (KSL Seoul, Golden Kathrine, KSL Sakura, KSL Seville, KSL Stockholm and Golden Aso) purchased in September 2014 from Frontline 2012, (ii) Delivery of one newbuilding (Golden Finsbury) contracted for construction in March 2013 and (iii) Delivery of two newbuildings (Front Atlantic and Front Baltic) purchased in March 2015 from Frontline 2012.


f.	Ten vessels acquired upon the completion of the Merger (Golden Saguenay, Golden Opportunity, Golden Ice, Golden Strength, Golden Suek, Golden Bull, Golden Brilliant, Golden Pear, Golden Diamond and Golden Ruby).


g.	One vessel under a capital lease (Golden Lydernhon) acquired upon the completion of the Merger.


h.	Eight vessels acquired upon the completion of the Merger (Golden Eminence, Golden Empress, Golden Endeavour, Golden Endurer, Golden Enterprise, Golden Rose, Golden Daisy and Golden Ginger).


j.	Four vessels acquired upon the completion of the Merger (Golden Cecilie, Golden Cathrine, Golden Aries and Golden Gemini).


k.	Delivery of one newbuilding (Golden Taurus) acquired upon the completion of the Merger.


l.	One vessel under a long term operating lease (Golden Hawk) acquired upon the completion of the Merger.


m.	Delivery of two newbuildings (Golden Scape and Golden Swift) purchased in September 2014 from Frontline 2012.


n.	(ii) Delivery of two newbuilding (Golden Barnet and Golden Bexley) contracted for construction in November 2013, (ii) Delivery of one newbuilding (Golden Fulham) contracted for construction in March 2013 and (iii)Delivery of two newbuildings (Front Caribbean and Front Mediterranean) purchased in March 2015 from Frontline 2012.


o.	Disposal of two vessels upon delivery from the yard (Front Caribbean and Front Mediterranean).


p.	Redelivery of two vessels chartered in on long term operating leases to their owners (Front Atlantic and Front Baltic).


q.	Disposal of one vessel under a capital lease (Golden Lydernhon) acquired upon the completion of the Merger.