d1245711_6-k.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 6-K

Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934


For the month of November 2011
----------------------------------------
Commission File Number: 001-32199


Ship Finance International Limited
--------------------------------------------------------------------------------
(Translation of registrant's name into English)


Par-la-Ville Place, 14 Par-la-Ville Road, Hamilton, HM 08, Bermuda
--------------------------------------------------------------------------------
(Address of principal executive offices)


Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F [ X ]     Form 40-F [  ]

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ___

Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)7: ___

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant's "home country"), or under the rules of the home country exchange on which the registrant's securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant's security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

 
 

 

INFORMATION CONTAINED IN THIS FORM 6-K REPORT

Attached as Exhibit 1 is a copy of the press release of Ship Finance International Limited (the "Company") dated November 21, 2011 that contains the Company's invitation to the presentation of its financial results for third quarter 2011.

Attached as Exhibit 2 is a copy of the press release of the Company, dated November 23, 2011, which includes the Company's presentation of the Preliminary Third Quarter 2011 Results held November 23, 2011.

Attached as Exhibit 3 is a copy of the press release of the Company, dated November 23, 2011, announcing the preliminary earnings release for the quarter ended September 30, 2011

Exhibit 3 of this Report on Form 6-K, except for the sections entitled "Ole B. Hjertaker, Chief Executive Officer of Ship Finance Management AS said in a comment", "In addition to 59 vessels on the water" and "Mr. Hjertaker continued" is hereby incorporated by reference into the Company's registration statement on Form F-3 (Registration No. 333-150125), filed with the U.S. Securities and Exchange Commission (the "SEC") on April 7, 2008, the Company's amended registration statement on Form F-3/A (Registration No. 333-158162), filed with the SEC on May 6, 2009 and the Company's registration statement on Form F-3ASR (Registration No. 333-170598), filed with the SEC on November 15, 2010.
 


 
 
 

 

Exhibit 1
 
 
 
SFL – Invitation to Presentation of 3Q 2011 Results

Ship Finance International Limited ("Ship Finance") (NYSE: SFL) plans to release its preliminary financial results for third quarter 2011 on Wednesday November 23, 2011.

The Company plans to host a conference call and a webcast for all shareholders and interested parties on Wednesday November 23, 2011 at 10:00 AM (EST) / 4:00 PM (Central European Time). Relevant material will be available from the Investor Relations section at www.shipfinance.org as of the same day.

In order to listen to the presentation you may do one of the following:

a. Webcast
Go to the Investor Relations section at www.shipfinance.org and click on the link to "Webcast". To listen to the conference call from the web, you need to have installed Windows Media Player, and you need to have a sound card on your computer.

b. Conference Call
Participants dial in numbers:
US Toll Free #
 1-877-280-2296
International Dial In #
+44 203 140 8286
Norwegian Toll Free #
 
80056054
Conference ID:
6481294
 
 
There will be a Q&A session after the presentation. Information on how to ask questions will be given at the beginning of the Q&A session.

A replay of the conference call will be available until November 30, 2011 by dialing:

 
US Toll Free #
 
1-866-932-5017
International Dial In #
+44 207 111 1244
   
The replay access code is:
6481294#


Investor and Analyst Contacts:
Eirik Eide, Chief Financial Officer, Ship Finance Management AS
+47 23114006 / +47 95008921
Magnus T. Valeberg, Vice President, Ship Finance Management AS
+47 23114012 / +47 93440960
 
Media Contact:
Ole B. Hjertaker, Chief Executive Officer, Ship Finance Management AS
+47 23114011 / +47 90141243
 
 
 

 

 
About Ship Finance
Ship Finance is a major ship owning company listed on the New York Stock Exchange (NYSE: SFL). Including newbuildings, the Company has a fleet of 69 vessels, including 25 crude oil tankers (VLCC and Suezmax), two chemical tankers, five oil/bulk/ore vessels, 11 drybulk carriers including six newbuildings, 15 container vessels including four newbuildings, six offshore supply vessels, one jack-up drilling rigs, one ultra-deepwater drillship and two ultra-deepwater semi-submersible drilling rigs. The fleet is one of the largest in the world and most of the vessels are employed on long-term charters.
More information can be found on the Company's website: www.shipfinance.org

Cautionary Statement Regarding Forward Looking Statements
This press release may contain forward looking statements. These statements are based upon various assumptions, many of which are based, in turn, upon further assumptions, including Ship Finance management's examination of historical operating trends. Although Ship Finance believes that these assumptions were reasonable when made, because assumptions are inherently subject to significant uncertainties and contingencies which are difficult or impossible to predict and are beyond its control, Ship Finance cannot give assurance that it will achieve or accomplish these expectations, beliefs or intentions.

Important factors that, in the Company's view, could cause actual results to differ materially from those discussed in this presentation include the strength of world economies and currencies, general market conditions including fluctuations in charter hire rates and vessel values, changes in demand in the tanker market as a result of changes in OPEC's petroleum production levels and worldwide oil consumption and storage, changes in the Company's operating expenses including bunker prices, dry-docking and insurance costs, changes in governmental rules and regulations or actions taken by regulatory authorities, potential liability from pending or future litigation, general domestic and international political conditions, potential disruption of shipping routes due to accidents or political events, and other important factors described from time to time in the reports filed by the Company with the United States Securities and Exchange Commission.

 
 

 

Exhibit 2


 
SFL - 3Q 2011 Presentation

Press release from Ship Finance International Limited November 23, 2011

Please find enclosed the presentation of the preliminary third quarter results to be held November 23, 2011 in the link below.

Also, a short webcast presentation of accounting items is available at the following link:
http://www.media-server.com/m/p/n746axyc


Presentation of 3rd quarter 2011 results: http://hugin.info/134876/R/1566184/486270.pdf
 

 
 
 

 

Exhibit 3

 



Ship Finance International Limited (NYSE: SFL) - Earnings Release


Reports preliminary 3Q 2011 results and quarterly dividend of $0.39 per share


Hamilton, Bermuda, November 23, 2011. Ship Finance International Limited ("Ship Finance" or the "Company") today announced its preliminary financial results for the quarter ended September 30, 2011.

Highlights

 
·
The Board of Directors declared a quarterly dividend of $0.39 per share.
 
 
·
Adjusted net income for the quarter was $31.4 million, or $0.40 per share, excluding a negative $2.4 million non-cash mark-to-market of derivatives, and $1.6 million reversal of previously accrued profit share.

 
·
In September 2011, the Company agreed to sell its three remaining non-double hull tankers with delivery to the new owner in 2012 and 2013.

 
·
In October 2011the Company sold a 1992-built combination carrier.

 
·
The Company took delivery of two newbuilding dry bulk carriers in the third quarter. Both vessels are chartered out on long-term time charters.

 
·
Long-term financing has been arranged for all vessels under construction, with significant positive liquidity effect for the Company in the fourth quarter.

Dividends and Results for the Quarter Ended September 30, 2011

The Board of Directors has declared a quarterly cash dividend of $0.39 per share. Ship Finance has now paid dividends for 31 consecutive quarters. The dividend will be paid on or about December 29, 2011 to shareholders of record as of December 13, 2011. The ex-dividend date will be December 9, 2011.

The Company reported total U.S. GAAP operating revenues on a consolidated basis of $73.3 million, or $0.93 per share, in the third quarter of 2011. This number excludes $24.4 million of charter hire classified as 'repayment of investments in finance lease', and also excludes $102.1 million of charter revenues earned by assets classified as 'investment in associate'.

As a result of a continued weak tanker spot market, there was a negative adjustment of approximately $1.6 million of previously accrued profit share related to the vessels on charter to Frontline. The accumulated profit share as of the second quarter was approximately $2.4 million, which has now been reduced to approximately $0.8 million as of the third quarter. The profit share for the year cannot be negative, but there is a risk that some or all of the remaining accrued profit share may have to be reversed in the fourth quarter, depending on the actual charter rates in the quarter.

Reported net operating income pursuant to U.S. GAAP for the quarter was $38.0million, or $0.48 per share, and reported net income was $27.5 million, or $0.35 per share.

Ole B. Hjertaker, Chief Executive Officer of Ship Finance Management AS said in a comment: "This has been a steady quarter of operations for Ship Finance, where we have taken delivery of two newbuilding dry-bulk vessels on time and on budget. Both vessels entered their long-term charter contracts immediately after delivery, with full cash flow effect from the fourth quarter.

In addition to 59 vessels on the water, we have 10 vessels under construction, including six dry-bulk carriers and four container vessels. All newbuildings have already been fixed on long-term charters from delivery."
 
Mr. Hjertaker continued: “We are very pleased to have arranged long-term financing for all our newbuildings, with nearly $90 million positive cash effect for the Company in the fourth quarter alone. While the spot tanker market was very soft in the third quarter, SFL’s fleet of assets is now diversified across multiple segments, with a substantial portion of our cash flow generated from the offshore sector.”
 

 
 

 
 
Business Update

In August 2011, Ship Finance took delivery of two newbuilding dry bulk vessels, the 57,000 dwt Supramax SFL Kate and the 34,000 dwt Handysize vessel SFL Spey. Subsequent to quarter end, we also took delivery of the newbuilding 34,000dwtHandysize vessel SFL Medway.

SFL Kate has commenced its10-year time charter to Hyundai Glovis while SFL Spey and SFL Medway have commenced their five-year time charters to Hong Xiang Shipping.
 
In September 2011, Ship Finance agreed to sell its remaining three non-double hull VLCCs to an unrelated third party for a total net sales price of approximately $72.7 million. Estimated delivery to the new owner will be in 1Q 2012, 4Q 2012 and 3Q 2013 for Titan Orion, Titan Aries, and Ticen Ocean, respectively. Aggregate compensation to Frontline for the termination of the current charters is expected to be approximately $26.2 million in total, or approximately $8.7 million per vessel on average. Net cash proceeds for Ship Finance after the compensation payments to Frontline are then expected to be approximately $46.5 million, or approximately $15.5 million per vessel on average. The Company expects to record an average book gain of $3.2 million per vessels at the time of delivery.

In October 2011, Ship Finance sold the 1992-built combination carrier Front Striver and simultaneously terminated the charter to Frontline. Net proceeds from the sale were approximately $18.7 million, including an $8.1 million compensation payment to be made by Frontline. As a result of the sale, the Company expects to record a book gain of approximately $2.3 million in the fourth quarter of 2011.The disposal of older tonnage is in line with Ship Finance's strategy of maintaining a modern fleet with medium- to long-term charters.

All 28 double-hull vessels on long-term contracts to Frontline, entitle Ship Finance to a 20% profit share in excess of the base charter rates. This profit share is payable on an annual basis in March the following year. The profit share accrues on a quarterly basis, and there can be a negative contribution in some quarters if the accumulated year-to-date profit share accrual is lower than the previous quarter. This occurred in the third quarter, where the accumulated year-to-date profit share accrual was reduced from approximately $2.4 million in the second quarter to approximately $0.8 million in the third quarter. The accounting effect of this was a negative adjustment of approximately $1.6 million in the income statement for the quarter.

The tanker spot market has been struggling with continued oversupply of tonnage, which in turn has resulted in charter rates well below the base rates in the third quarter and into the fourth quarter. We have recently seen a moderate upswing in the market, but this may not be enough to offset the much weaker early part of the quarter.

The Company's four drilling units are on long-term fixed-rate bareboat contracts to Seadrill and Apexindo. The drilling units generated approximately $99.3 million of combined charter revenues in the third quarter. All of our drilling units are sub-chartered to oil companies on profitable terms. Due to the fixed-rate charter structure, Ship Finance is not directly impacted by short-term fluctuations in the drilling market.

Ship Finance owns a number of other vessels, including offshore support vessels, container vessels and drybulk carriers. Essentially all our operating vessels and rigs, including newbuildings, are chartered on long-term, fixed-rate contracts that provide the Company with stability in cash-flow and earnings, irrespective of fluctuations in the short-term charter market. All our charterers are current with their payments of charter hire.
 
 
2

 
 
Financing and Capital Expenditure

As of September 30, 2011, the Company had $81 million in cash and cash equivalents. There are no refinancing requirements in the short term, and the Company is in compliance with all bank covenants. The majority of our financing arrangements are in subsidiaries with no or limited guarantees from Ship Finance.

At quarter end, the Company had gross estimated remaining capital commitments of approximately $303 million, mainly relating to seven drybulk carriers and four container vessels under construction. We have secured long-term bank financing for all vessels under construction. As we have already paid significant amounts to the shipyards, we expect the remaining newbuilding program to be net cash positive for the Company with $62 million in the fourth quarter of 2011, and $44 million in aggregate through 2013.

  4Q 2011 2012 2013
Total
Drybulk
$53 mill.
$38 mill.
 
$91 mill.
Container
 
$40 mill.
$167 mill.
$207 mill.
Offshore
$5 mill.
   
$5 mill.
Total investment
$58 mill.
$78 mill.
$167 mill.
$303 mill.
Committed financing
$(120) mill.
$(94) mill.
$(133) mill.
$(347) mill.
Net investment(1)
$(62) mill.
$(16) mill.
$34 mill.
$(44) mill.
 
(1)
A negative number for 'net investments' means that the transactions will be cash positive for the Company

In the fourth quarter, the Company has also raised approximately $25 million in long-term financing on the previously unfinanced 1,700 teu container vessel SFL Avon, increasing the aggregate positive liquidity effect to nearly $90 million in the quarter. In the near term, the surplus cashflow from newbuildings is expected to be used to reduce drawn amounts on revolving credit facilities relating to other assets. This will also offset potential future liquidity impact relating to loan agreements in case values should drop significantly.

Strategy and Outlook

This quarter has been dominated by economic turbulence in Europe, weaker prospects for economic growth in general and downward pressure on asset values across all shipping segments. While we are convinced that this will provide attractive investment opportunities for the Company going forward, we have focused on securing long-term financing for all our newbuildings and building a robust liquidity position for the Company. We believe that our long term charters and limited operating risk will provide stability in an otherwise turbulent environment.

The Company has invested significant amounts so far in 2011, with new assets adding to an already substantial charter backlog. We continue to see interesting investment opportunities, including in the offshore sector, which now represents approximately 43% of our charter backlog. Given the increased uncertainty in the shipping and financial markets, however, our main focus in the near term will be to manage our existing portfolio with close follow-up of our charterers, and with particular focus on the restructuring efforts announced by Frontline.

Accounting Items

Under US GAAP, subsidiaries owning the drilling units West Polaris, West Hercules and West Taurus and the subsidiaries leasing the container vessels CMA CGM Magellan and CMA CGM Corte Real have been accounted for as 'investment in associate' using the 'equity method'. These subsidiaries are wholly owned by Ship Finance, but due to the conservative nature of the transactions, Ship Finance is not been deemed to be the 'primary beneficiary' according to U.S. GAAP.

As a result of the accounting treatment, operating revenues, operating expenses and interest expenses in these subsidiaries are not shown in Ship Finance's consolidated Income Statement. Instead, the net contribution from these subsidiaries is recognized as a combination of 'Interest income from associates and long term investments' and 'Results in associate'.
 
 
3

 
 
In Ship Finance's consolidated Balance Sheet, the net investments are shown as a combination of 'Investment in associate' and 'Amount due from related parties – Long term'. The reason for this treatment is that a part of the investment in these subsidiaries is in the form of intercompany loans.

Forward Looking Statements

This press release contains forward looking statements. These statements are based upon various assumptions, many of which are based, in turn, upon further assumptions, including Ship Finance management's examination of historical operating trends, data contained in the Company's records and other data available from third parties. Although Ship Finance believes that these assumptions were reasonable when made, because assumptions are inherently subject to significant uncertainties and contingencies which are difficult or impossible to predict and are beyond its control, Ship Finance cannot give assurance that it will achieve or accomplish these expectations, beliefs or intentions.

Important factors that, in our view, could cause actual results to differ materially from those discussed in the forward-looking statements include the strength of world economies, fluctuations in currencies and interest rates, general market conditions including fluctuations in charter hire rates and vessel values, changes in demand in the markets in which we operate, changes in demand resulting from changes in OPEC's petroleum production levels and worldwide oil consumption and storage, developments regarding the technologies relating to oil exploration, changes in market demand in countries which import commodities and finished goods and changes in the amount and location of the production of those commodities and finished goods, increased inspection procedures and more restrictive import and export controls, changes in our operating expenses, including bunker prices, drydocking and insurance costs, performance of our charterers and other counterparties with whom we deal, timely delivery of vessels under construction within the contracted price, changes in governmental rules and regulations or actions taken by regulatory authorities, potential liability from pending or future litigation, general domestic and international political conditions, potential disruption of shipping routes due to accidents or political events, and other important factors described from time to time in the reports filed by the Company with the Securities and Exchange Commission.
 
November 23, 2011
The Board of Directors
Ship Finance International Limited
Hamilton, Bermuda
 
Questions should be directed to:
 
Investor and Analyst Contact:

Eirik Eide, Chief Financial Officer, Ship Finance Management AS
+47 23114006 / +47 95008921

Magnus T. Valeberg: Vice President, Ship Finance Management AS
+47 23114012 / +47 93440960

Media Contact:

Ole B. Hjertaker, Chief Executive Officer, Ship Finance Management AS
+47 23114011 / +47 90141243

 
 
4

 
SHIP FINANCE INTERNATIONAL LIMITED
THIRD QUARTER 2011 REPORT (UNAUDITED)
 
 
INCOME STATEMENT
 
Three months ended
   
Nine months ended
   
Full year
 
(in thousands of $
 
Sept, 30
   
Jun, 30
   
Sept, 30
   
Sept, 30
   
2010
 
except per share data)
 
2011
   
2011
   
2011
   
2010
   
(audited)
 
                               
Charter revenues - operating lease
    31,684       29,563       85,755       52,715       73,841  
Charter revenues - finance lease
    67,550       69,081       208,440       301,612       379,611  
Revenues classified as Repayment
of investment in finance leases
    (24,404 )     (25,049 )     (75,971 )     (146,017 )     (175,958 )
Profit share income
    (1,580 )     159       829       28,584       30,566  
Total operating revenues
    73,250       73,754       219,053       236,894       308,060  
Gain / (loss) on sale of assets
    -       5,853       6,131       28,104       28,104  
                                         
Vessel operating expenses
    (19,849 )     (19,893 )     (60,169 )     (60,424 )     (81,021 )
Administrative expenses
    (2,406 )     (2,566 )     (7,988 )     (6,875 )     (9,097 )
Depreciation
    (12,980 )     (12,549 )     (36,339 )     (24,559 )     (34,201 )
                                         
Total operating expenses
    (35,235 )     (35,008 )     (104,496 )     (91,858 )     (124,319 )
                                         
Operating income
    38,015       44,599       120,688       173,140       211,845  
                                         
Results in associate(1)
    11,972       13,913       39,317       38,695       50,413  
Interest income from associates and
long term investments(1)
    5,652       5,636       16,194       14,682       19,575  
                                         
Interest income, other
    604       181       883       1,375       1,532  
Interest expense
    (25,603 )     (25,048 )     (75,300 )     (76,101 )     (101,432 )
Gain on sale of associate
    -       4,064       4,064       -       -  
Other financial items
    (780 )     (764 )     (2,152 )     (988 )     (1,488 )
Mark to Market of Derivatives
    (2,410 )     (1,113 )     (2,675 )     (15,610 )     (14,733 )
Taxes
    -       -       -       -       -  
Net income
    27,450       41,468       101,019       135,193       165,712  
                                         
Basic earnings per share  ($)
    0.35       0.52       1.28       1.71       2.10  
                                         
Weighted average number of shares
    79,125,000       79,125,000       79,125,000       79,032,992       79,056,183  
Common shares outstanding
    79,125,000       79,125,000       79,125,000       79,125,000       79,125,000  
 
 
(1)           Four of our subsidiaries, related to five of our units were accounted for as 'Investment in associate' during the quarter. The contribution from these subsidiaries is reflected in our consolidated Income Statement as a combination of 'Results in associate' and 'Interest income from associates and long term investments'.
 
 
5

 
 
SHIP FINANCE INTERNATIONAL LIMITED
THIRD QUARTER 2011 REPORT (UNAUDITED)
 
 
BALANCE SHEET
 
Sept, 30
   
Jun, 30
   
Dec 31, 2010
 
(in thousands of $)
 
2011
   
2011
   
(audited)
 
ASSETS
                 
Short term
                 
Cash and cash equivalents
    81,236       88,501       86,967  
Restricted cash
    -       -       5,601  
Available for sale securities
    22,904       16,833       -  
Amount due from related parties
    3,532       4,097       32,745  
Other current assets
    106,698       105,038       109,988  
                         
Long term
                       
Newbuildings and vessel deposits
    129,968       145,300       90,601  
Vessels and equipment, net
    876,707       829,385       695,511  
Investment in finance leases
    1,262,258       1,284,045       1,351,305  
Investment in associate(1)
    151,165       134,248       164,364  
Amount due from related parties- Long term(1)
    287,158       301,144       325,612  
Deferred charges
    28,684       16,470       14,828  
Other long-term assets
    53,246       60,792       4,839  
                         
Total assets
    3,003,556       2,985,853       2,882,361  
                         
LIABILITIES AND STOCKHOLDERS' EQUITY
                       
Short term
                       
Short term and current portion of long term interest bearing debt
    183,663       171,709       162,785  
Other current liabilities
    27,205       17,817       13,100  
Amount due to related parties
    2,875       1,535       32,816  
                         
Long term
                       
Long term interest bearing debt
    1,842,333       1,852,224       1,760,069  
Other long term liabilities
    108,292       84,683       84,671  
                         
Stockholders' equity(2)
    839,188       857,885       828,920  
Total liabilities and stockholders’ equity
    3,003,556       2,985,853       2,882,361  
 
 
 
(1)   Four of our subsidiaries, related to five of our units, were accounted for as 'Investments in associate' at quarter end. Our investment is a combination of equity classified as 'Investment in associate' and intercompany loans classified as 'Amount due from related parties, long term'.
 
(2)   As of September 30, 2011, 'Stockholders' equity' excludes $169.1 million of deferred equity which is being recognized over time. In connection with the initial and subsequent acquisitions of vessels from Frontline, Ship Finance has accounted for the difference between the historical cost of the vessels and the net investment in the lease as a deferred equity contribution. This deferred equity contribution is shown as a reduction in the net investment in finance leases in the balance sheet. This results from the related party nature of both the transfer of the vessel and the subsequent charter. This deferred equity is amortized to 'Stockholders' equity' in line with the charter payments received from Frontline.

 
 
6

 
 
SHIP FINANCE INTERNATIONAL LIMITED
THIRD QUARTER 2011 REPORT (UNAUDITED)
 
 
STATEMENT OF CASHFLOWS
 
Three months ended
   
Nine months ended
   
Full year
 
(in thousands of $)
 
Sept, 30
   
Jun, 30
   
Sept, 30
   
Sept, 30
   
2010
 
   
2011
   
2011
   
2011
   
2010
   
(audited)
 
OPERATING ACTIVITIES
                             
Net income
    27,450       41,468       101,019       135,193       165,712  
Adjustments to reconcile net income to
net cash provided by operating activities:
                                       
Depreciation and amortisation
    13,475       12,969       37,796       26,349       36,297  
Adjustment of financial derivatives to market value
    2,410       1,113       2,675       15,610       14,733  
Gain on sale of assets
    -       (5,853 )     (6,131 )     (28,103 )     (28,104 )
Gain on sale of associate
    -       (4,064 )     (4,064 )     -       -  
Result in associate
    (11,972 )     (13,913 )     (39,317 )     (38,695 )     (50,413 )
Stock based compensation
    303       478       1,009       752       953  
Gain on re-purchase of Company Bonds
    106       290       469       (47 )     13  
Other
    (117 )     (65 )     (220 )     (254 )     (333 )
Change in operating assets and liabilities
    6,174       (9,011 )     38,145       28,754       14,913  
Net cash provided by operating activities
    37,829       23,412       131,381       139,559       153,771  
                                         
INVESTING ACTIVITIES
                                       
Repayment of investments in finance leases
    24,143       24,792       75,201       145,264       174,946  
Restricted cash released/(placed)
    -       5,601       5,601       (1,500 )     (1,500 )
Proceeds from sale of vessel/new buildings
    -       30,257       60,551       39,500       39,500  
Net investment in newbuildings and vessel deposits
    (42,160 )     (49,782 )     (131,240 )     (92,121 )     (157,736 )
Purchase of vessels
    -       -       (146,562 )     -       (33,575 )
Cash arising from sale of associate
    -       37,048       37,048       -       -  
Cash received from /(Investment in) associates(1)
    15,136       14,489       42,204       38,045       55,990  
Other assets / investments
    (6,967 )     (37,800 )     (73,763 )     (643 )     (648 )
Net cash (used in) provided by investing activities
    (9,848 )     24,605       (130,960 )     128,545       76,977  
                                         
FINANCING ACTIVITIES
                                       
Proceeds from long and short term debt
    44,590       45,980       300,570       842,960       981,234  
Expenses paid in connection with securing finance
    (13,450 )     (248 )     (17,636 )     (11,317 )     (12,417 )
Repayment of long and short term debt
    (28,897 )     (52,024 )     (178,091 )     (1,013,861 )     (1,056,040 )
Re-purchase of Company bonds
    (6,630 )     (12,474 )     (19,209 )     (2,918 )     (11,917 )
Cash settlement of derivatives
    -       -       -       (11,592 )     (11,592 )
Cash dividends paid
    (30,859 )     (30,859 )     (91,786 )     (88,750 )     (117,235 )
Net cash provided by (used in) financing activities
    (35,246 )     (49,625 )     (6,152 )     (285,478 )     (227,967 )
                                         
Net (decrease) increase in cash and cash equivalents
    (7,265 )     (1,608 )     (5,731 )     (17,374 )     2,781  
Cash and cash equivalents at start of period
    88,501       90,109       86,967       84,186       84,186  
Cash and cash equivalents at end of period
    81,236       88,501       81,236       66,812       86,967  
 
 
(1)   Four of our subsidiaries, related to five of our units, were accounted for as 'Investments in associate' during the quarter. The 'Cash received from/ (Investment in) associates' is only a part of the contribution from these subsidiaries. The balance is recorded as 'Interest income from associates and long term investments' and reflected in the Company's Income Statement.
 
 
7

 
 
SUBSIDIARIES ACCOUNTED FOR AS INVESTMENT IN ASSOCIATES
THIRD QUARTER 2011(UNAUDITED)

Please note that full preliminary accounts for SFL West Polaris Limited (West Polaris), SFL Deepwater Ltd (West Hercules and West Taurus), Bluelot Shipping Company Ltd. (CMA CGM Magellan), and Corte Real Ltd (CMA CGM Corte Real) are available from the Company's website: www.shipfinance.org.

Selected income statement data for the three months ended September30, 2011
 
 
   
SFL West Polaris
   
SFL Deepwater
   
CMA CGM Magellan/
   
Total
 
(in thousands of $)
 
Limited
   
Ltd
    Corte Real(1)    
 
 
Charter revenues - finance lease
    31,652       60,933       -       92,585  
Revenues classified as Repayment of investment in finance leases
    (20,120 )     (42,108 )     -       (62,228 )
Charter revenues - operating lease
                     9,500        9,500  
Total operating expenses
    -       -       (8,350 )     (8,350 )
Interest expense, related party(2)
    (1,632 )     (3,262 )     -       (4,894 )
Interest expense, other
    (6,779 )     (7,802 )     -       (14,581 )
Other items
    (60 )     -       -       (60 )
Net income(3)
    3,061       7,761       1,150       11,972  
 
 
(1)
"CMA CGM Magellan / Corte Real" represents the combined financial figures from the two companies leasing the container vessels CMA CGM Magellan and CMA CGM Corte Real
(2)
'Interest expense, related party' from these subsidiaries appears in the Company's consolidated income statement as 'Interest income from associate and long term investments'
(3)
'Net income' from these subsidiaries appears in the Company's consolidated income statement as 'Results in associate'.

Selected balance sheet data as of September 30, 2011

 
   
SFL West Polaris
   
SFL Deepwater
   
CMA CGM Magellan/
   
Total
 
(in thousands of $)
 
Limited
   
Ltd
   
Corte Real(1)
   
 
 
Cash and cash equivalents
    -       -       376       376  
Investment in finance leases
    631,009       1,274,533       -       1,905,542  
Other assets
    11,938       28,198       1,893       42,029  
Total assets
    642,947       1,302,731       2,269       1,947,947  
                                 
Short term and current portion of long term interest bearing debt
    78,000       124,646       -       202,646  
Other current liabilities
    4,556       7,762       -       12,318  
                                 
Long term interest bearing debt
    411,521       851,313       -       1,262,834  
Long term loans from shareholders, net
    88,665       198,492       -       287,157  
Other long term liabilities
    16,450       15,377       -       31,827  
                      -          
Stockholders equity(2)
    43,755       105,141       2,269       151,165  
                                 
Total liabilities and stockholders' equity
    642,947       1,302,731       2,269       1,947,947  
 
 
 
(1)
"CMA CGM Magellan / Corte Real" represents the combined financial figures from the two companies leasing the container vessels CMA CGM Magellan and CMA CGM Corte Real
(2)
'Stockholder's equity from these subsidiaries appears in the Company's consolidated balance sheet as 'Investment in associate'.
 
 
8

 

 
SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorised.

 
 
   
 
SHIP FINANCE INTERNATIONAL LIMITED
   
Date: November 29, 2011
 
   
 
By:
/s/ Ole B. Hjertaker
 
Name:
Ole B. Hjertaker
 
Title:
Chief Executive Officer,
   
Ship Finance Management AS