Ole Hjertaker - CFO Lars Solbakken - CEO

John Parker - Jefferies Rick Silver - Private Investor Anders Rosenlund - ABGSC

Good day and welcome to the Ship Finance International conference call. For your information, today's conference is being recorded. At this time, I would like to turn the conference over to your host today, Mr. Ole Hjertaker. Please go ahead.

Thank you very much and thank you all for participating at this third quarter conference call for Ship Finance International. From the company, we have today the Chief Executive Officer, Lars Solbakken, and my name is Ole Hjertaker and I am the Chief Financial Officer. Before we begin our presentation, I would like to note that this conference call will contain forward-looking statements within the meaning of the US Private Securities Litigation Reform act of 1995. Words such as expects, anticipates, intends, estimates or similar expressions are intended to identify these forward looking statements. These statements are based on our current plans and expectations and involve risks and uncertainties that could cause future activities and results of operations to be materially different from those set forth in the forward-looking statements. Important factors that could cause actual results to differ include conditions in the shipping offshore and credit markets. For further information please refer to Ship Finances reports and filings with the Securities and Exchange Commission. On slide 3, we have the agenda for today, where we will first go through highlights and subsequent events for the third quarter. We will talk about the financial results in the quarter and then we will also open up for Q&A session. At the end of the presentation that is available on our webpage, we also have an appendix, where we have an overview of our Ship Finance and clients and also an overview over our Finance Leases. In addition to this, we will publish today a separate presentation relating to accounting issues, which will go into more depth specifically into the finance leases and also certain subsidiaries, which are accounted for as investment in associate. Let we turn to page 4 in the presentation. The Board of Directors has declared an increased dividend of $0.60 per share. This represents $2.4 per share on an annualized basis or 22% dividend yield based on closing price on Wednesday. We have now declared stable and increasing dividends for 19 consecutive quarters. The net income for the quarter was $47.4 million or $0.65 per share. This includes $28.5 million of profit share accumulated, but also a negative $10.4 million in mark-to-market impact through by swaps. Most of our interest rate swaps are now restructured to hedge accounting based on the strict SEC guidelines. This means a lower variance of mark-to-market than we would otherwise see in the current turbulent interest rate market. We have a continued high profit share in the quarter and we have accumulated $95.3 million year-to-date and there are also good prospect for additional profit share in the fourth quarter, as we will illustrate later in the presentation. The tanker market came down from very high levels in the beginning of the third quarter, while the tanker market has remained relatively more stable into the fourth quarter than some of the other segments such as dry bulk and container. Frontline expects to dry dock four vessels in the fourth quarter of this year versus eight vessels in the third quarter. This will also impact the basis for the profit share contribution. We have a very significant fixed charter hire contribution and this quarter, the fixed charter hire was $142 million or $1.96 per share excluding the profit share. This includes vessels, which are not fully consolidated based on US GAAP. This is in inline with the previous quarter. The EBITDA equivalent, net of operating expenses and general and administration expenses was $144 million or $1.98 per share, when we also include the profit share. We expect to have full effect of the new ultra-deepwater drilling rigs from Mid-February 2009, but also the second of the drilling rigs, West Taurus is in location in Brazil and we will receive the full charter rate. Then we go to page 5. Following a three-month transition to Brazil, the West Polaris is now drilling for Exxon and we received the full charter rate as from October 11, 2008. The bareboat charter rates amounts to $1.1 billion in total over the 15-year period. We have structured a $700 million bank loan facility and the equity contribution from Ship Finance was $150 million. There is an interest rate compensation clause in the charter and we've also swapped the interest rates on this loan for four years and therefore the adjusted charter rates were roughly $120,000 for the first three months and thereafter approximately $350,000 per day, over the next four years. This will reduce slightly to $342,000 towards the last part of that initial five-year period. The vessel is classified as an "Investment in Associate" based on US GAAP and is therefore not fully consolidated into our balance sheet or profit and loss statement. We've also sold two Suezmax tankers in the third quarter at a sales price of $111 million gross per vessel, less commission. We have already received 15% deposit by the buyer. The odd contract price we have for the vessels are $71 million per vessel and we expect to book a profit of approximately $68 million when the vessels are delivered to the new owners; which, based on current yard schedule, will be in 2009. For us, this was an opportunistic deal and sometimes it makes sense for us to take a profit. We have also observed that the sale and purchase market has softened after we announced this transaction. We go to page 6. We took delivery of the second 17,000 chemical tanker after the third quarter and this vessel is on a ten year charter at $8000 per day bareboat. We have one vessel which was delivered in mid-April and we have no boat vessels in operation. The two vessels will generate approximately $1.4 million in annual net contribution after interest and installments for around $0.02 per share. At the end, in September we announced the record breaking $1.7 billion sale lease backed deal for two semi-submersible drilling units. These were delivered to us in November. The $1.7 billion transaction will generate more than $2.3 billion of bareboat charter payments over the 15-year charter period. We have sourced $1.4 billion senior secured financing in an otherwise challenging financing environment in connection with these units and as they were delivered in mid-November this year, we know that the money was there and the banks were willing to lend us the money. There will be a reduced rate for the second of the semis, the [West Taurus], while it's in a three-month mobilization and we will have full cash flow effect from mid-February 2009 also for the second drilling rig. Page 7. We have lease accounting which is uncommon in the shipping and offshore industry. That means that a part of the charter revenue is classified as interest income and a part of the charter revenue classified as repayment of investment in finance lease. The repayment of investment in finance lease is not included in the total operating revenues. At the back of the presentation, we have published on our webpage, we have forward four quarters estimate of the breakdown of the finance lease of the vessels, which are accounted for as finance lease. In addition, we will publish a separate presentation with full breakdown on a vessel-by-vessel basis, all the way through the end of the charter period with a breakdown, where we will illustrate both interest income, the repayment of investment in finance lease, and also the service income, which relates to the Frontline vessels. We will comment on the operational performance of the fleets separately. In addition to the lease accounting, we also have some subsidiaries, which are accounted for as investment in associate. That include the recently acquired drillship West Polaris, and also a Panamax bulker called Golden Shadow. In addition, the two new semi-submersible drilling units West Hercules and West Taurus will be classified as investment in associate. We have therefore in the press release included the P&L statement and the balance sheet and cash flow statements for each of the subsidiary in addition to the consolidated numbers for Ship Finance. The vessel operating expenses are down from the previous quarter and also compared to the same period of last year, and we see the fruits of our deliberate avoidance of operating expense risk, as we have seen those expenses escalate very substantially over the last few years. All vessels to Frontline are operated at $6,500 per day fixed by Frontline and that includes dry docking. When Frontline reported their numbers today, they reported an average operating expense year-to-date of $11,000 per day, which is significantly over the $6,500 per day that we pay. The depreciation in the quarter was $7.3 million versus $7.1 million in the second quarter. We expect that there will be a small addition, when the second chemical carrier to Bryggen is delivered in the fourth quarter. Page number 8. As I mentioned two subsidiaries are classified as investment in associate and the equity portion in these subsidiaries are recognized in the balance sheet as investment in associate under long-term assets. Also we would like to note that under current assets that also includes a portion of repayment of investment in finance lease, which is the current portion of the long-term assets of $178 million or most of that $188 million amount. The book value of our assets are significantly below market values for the third quarter and as an illustration for the Frontline fleet they had around $3.7 billion charter fee value for the third quarter. We have approximately $1.7 billion book value in our balance sheet and the loans we have against those vessels amounts to approximately $1.2 billion. Page number 9. I will not comment on this in very much detail. I just want to point your attention to the first item under investing activities, which are repayment of investments in finance leases, which was $46.4 million in the third quarter. This is the part of the charter hire that is not included in the total operating revenues but is flowing through the cash flow statement instead. If we go to page ten, we will see that Ship Financial generated a very significant cash flow per quarter. This [all] review includes all 100% owned vessels including vessels in subsidiaries classified as investment in associates. A problem assured for dividend pay out is contribution after interest versus dividends paid. As we can see here, we had total EBITDA equivalent of $144 million or approximately $2 per share in the quarter. We paid $34 million net interest expense in the quarter or approximately $0.47 per share which is up from the $28 million we paid in second quarter which is primarily due to $450 million of loans relating to the West Polaris. The average interest rate remains stable at 2.9% versus 2.75% in the second quarter. Therefore EBITDA net of interest was approximately $110 million or $1.51 per share. We paid ordinary loan installments in the quarter of approximately $44 million or $0.60 per share which gives a contribution from the operating activities of approximately $67 million or $0.92 per share. If you look at the changes from the second quarter to the third quarter, the main change is relating to the off shore segment where we have taken delivery of the West Polaris, but it was on the low rate in the third quarter of approximately $120,000 per day. It will increase to… it has increased to around $350,000 in the early fourth quarter. At the same time, our jack-up drilling rig West Prospero had a reduced rate from $160,000 to approximately $80,000 midway into the quarter as per the original charter structure. If you look at the next quarters, we expect to also receive significant cash flow from the two new drilling rigs, West Hercules and West Taurus, as they were delivered in November. West Hercules went straight on to a high rate of $383,000 per day, while West Taurus is on the low rate in a three-month transit period and is expected to go on the high rate of around $320,000 per day from mid-February. Page 11. Ship Finance started as a pure tanker company where all the OBOs were trading in the tanker market. The OBOs and if you look at the chart on the left side, of the $0.9 billion in the OBO and Dry segment, the main element there are the OBOs which are combination vessels. They're all charted out on long term and they can carry both - dry cargoes and also oil cargoes. Growth in other segments during the last two years have mainly been fueled by profit share payments from frontline and also sale of single-hulled vessels as we have reduced the number of single hulled from 18 vessels to 7 vessels currently. If you look at the capital expenditure net cash commitments for the fourth quarter was $180 million and this investment has been made already. This includes the $1.7 billion investment in two drilling rigs and also the chemical tanker investment. The amount in 2009, include the remaining $250 million investment in West Taurus, which is part payable, when it’s on location in Brazil in February. This is covered by a $250 million loan, which will be drawn, when that is due. After the two drilling rigs, we have a very small remaining investment program compared to our overall fleet size. And net of the sale of the two Suezmax tankers in 2009, we estimate that there actually will be a positive cash contribution from vessel investments. The 2009 numbers also includes $130 million of investments related to two Capesize vessels, we have agreed to acquire from Golden Ocean. Due to delays and problems at the shipyard, these vessels may not be delivered and our investment program will then be reduced accordingly if this should acquire. Generally, when we have agreed to acquire vessels in combination with long-term charters, we invest the capital at the actual time or delivery and thereby mitigate the economic effect of potential delays. In certain projects, such as the five container vessels to be delivered in 2010, we have paid in a good portion of the contract price already and a portion of the remaining capital commitments such as the $98 million in 2010 is expected to be funded by borrowing through banks or expert credit solutions. The exact delivery of vessels under construction is always uncertain and timing of the investments above may therefore be adjusted over time. Page 12. We have a loan portfolio of approximately $2.4 billion, including $0.5 billion bond loan. In addition, there is approximately $0.5 billion of loans in subsidiaries that are accounted for as investment in associate. We have more than 25 banks in our syndicates and very good access to capital and the rig transactions demonstrates our ability to source capital in an otherwise difficult financing market for most companies. With our portfolio long-term charters, our strategies to hedge a substantial portion of our interest exposure. This is done through swaps, fixed interest and also interest compensation clauses in our charters. We have increased our hedging levels during the year due to the attractive interest rate curve and currently, approximately 80% of our interest is effectively hedged. Most of our new projects are with limited recourse to our balance sheet. And we only want to highlight that in connection with the $1.7 billion rig investments that we have done recently, where we have source $1.4 billion loans, only $200 million of that is guaranteed by Ship Finance and the rest is a non-recourse basis. If we look at the capital we have available as of third quarter, we had $119 million of cash at the end of the quarter. We have also accumulated $95.3 million of profit share from Frontline, of which $60 million was paid in November and the remaining is payable in the first quarter of 2009, together with the potential contribution in the fourth quarter. We have also refinanced some assets that have generated $72 million in net proceeds after the quarter end. And also going to next year, we expect to receive significant cash from the sale of the two Suezmax tankers, when they have delivered in 2009. If you go to page number thirteen, there have been questions from investors relating to a corporate bank covenants. We've therefore prepared this overview of our corporate covenant and we are in full compliance with all bank covenants and this is also the case for loans where we may have asset value maintenance courses. Our key investments are in segments that have been robust in the recent market turmoil and we also have significant buffer as illustrated by the Frontline fleet as we mentioned as the third quarter, the vessels had a $3.7 billion charter for value and the loans, secured loans against those assets were in the region of $1.2 billion. Also all our charters have performed excellently in the market up until now. Page 14. We have a history of paying stable and increasing quarterly dividends and the dividend announced today is $0.60 per share which equals approximately 22% dividend yield based on the last closing price. Page fifteen. The profit share agreement with Frontline has been very favorable for the company. The retail charters were structured in much lower market cycles and therefore also have a lower profit share threshold. The profit share has generated approximately $90 million in average annual incremental cash flow which is more than $400 million over the 4.5 year period the company has been in existence and this has enabled the company to fuel significant growth. And based on the market outlook we expect that the profit share to be significant also for the fourth quarter this year. On page 16 you have illustrated activity relating to the profit share based on the market rates for VLCCs. And as we can see, due to the charter structure and also because Frontline has significant sub-charter portfolio, the profit share is robust even in a very slow market. This illustration above shows the sensitivities versus the market earnings but of course the final profit share will depend on actual earnings on the vessel-by-vessel basis. If we look at the average of Clarksons for the fourth quarter, sort of quarter-to-date this quarter, adjusted one month and also forward rate is quoted by Imarex for the remainder of the fourth quarter. That indicates an average VLCC market in excess of $70,000 per day and if they should materialize, we can hope for a strong profit share contribution also for the last quarter. This overview does not factor in the effect of dry dockings and Frontline has announced that four vessels will be dry docked into the third quarter and this will of course influence the profit share contribution from those vessels. The above illustration also shows that even when the average annual spot rates are significantly below the base rate and the base rate for the VLCCs and the charters to Frontline are approximately $26,000 per day and even a charter rate significantly below this level, they will be a significant profit share contribution. In addition, we have a $260 million cash buffer in case the contribution from these vessels are lower than what is required to pay the base charter rate. And we believe that it will take at least two years with very low rates before we even start eating in to the $260 million cash buffer based on the sub-charters front that have secured for these vessel. Page 17. If you look at our order backlog, we have a quite unique backlog in the shipping space. Companies with a large charter backlog typically have five to seven year coverage, while Ship Finance is in a different league with close to 14 year weighted average charters. The charter represents approximately $115 per share and the EBITDA equivalent contribution is approximately $102 per share. These numbers are before profit share and does not include any re-charter after the end of the current charters. This is of course a very important factor also for our banks with dark clouds we see near-term on the financing horizons. So, therefore on page 8, we summarize and we have seen that the quarter has been strong, which is also be fueled by a substantial profit share contribution. We have very stable fixed-rate charter revenues and we expect substantial increase in the fixed-rate charter revenue in the fourth quarter and also in the first quarter next year, when the ultra-deepwater drilling rigs are delivered and on full charter rate. We have demonstrated the ability to structure deals and source financing in an otherwise challenging financing environment. And we will look for transaction opportunities that may arise in the financing environment we see currently; but our main focus is and will remain the long-term interests of our shareholders. Let me open up for questions.

Thank you. The question-and-answer session will be conducted electronically. (Operator Instructions) Our first question comes from John Parker from Jefferies. Please go ahead, sir. John Parker - Jefferies: Hi. Frontline announced the fixing of two your ore boats on long-term charters. I am curious are they able to accomplish that in this environment and make their five year charters and are those going to be used for dry bulk or oil, do you know?

We have chartered the vessels to Frontline and Frontline is of course chartering these vessels out in the market. We understand that most of the ore boats have been operated in the dry bulk market by sub-charters currently, but we do not know exactly, whether they will be used for dry bulk or for tanker business on those specific sub-charters. The vessels are equipped to do both and we of course expect to see very good charter revenue and profit share contribution from those charters. John Parker - Jefferies: Okay. Can you give me an update on the current expected delivery for the Golden Ocean Capesize?

Yes. In the yard in where these vessels are build have had significant financial problems. So, it is uncertain if these vessels will be delivered. John Parker - Jefferies: Okay.

The whole relationship to the yard is handled by Golden Ocean and we only have a contract to buy these vessels after they are delivered, if they then are delivered to Golden Ocean. John Parker - Jefferies: Have you not put any money in at this point?

No. We have not put any money in. John Parker - Jefferies: Okay.

And as you understand this transaction made up are not materialized. John Parker - Jefferies: Okay, good. I know that this doesn’t really impact into your direct P&L, but it does impact how your double hulls will trade. Do you have any view on how the single hulls will trade at post 2010 when they are phased out?

We have the thing when we have talked until the phase out dates, and Frontline again have sub-chartered those older vessels out for basically up to the same date, and when these deals were structured was really structured to take them down to close to scrap value in 2010 and as you may remember, the charter dates closed down to very, very low level. So, they may -- either then be scrapped during 2010 or they may find alternative employment. It could be storage, it could be conversion to [FBSO], or there may be exemptions to port states. You may get exemptions to trade them, but this is not something we are relying on. It doesn't have much financial impact on Ship Finance. If they should continue to rate, we would only receive a very low rate, so it’s not a very big financial impact if they are scrapped or if they continue to trade. John Parker - Jefferies: Okay. So you haven’t heard anything concrete at this point. It’s just speculation?

Yes. The phase-out date is of course for the respective vessels will be will be at their anniversary in 2010. So, that’s more than a year ahead. So, we have not received any information as to Frontline's plans for those vessels and whether they will use their option to terminate the charter at that time or if they will continue the charter at very, very low rate. John Parker - Jefferies: Now can you give me an update on how your jack-up rigs are trading? I was just looking at [choices] and there wasn’t really detail on what kind of long term sub charters those were on. I'm wondering if you know how that affects now and how far it is above your charter rate to seadrill.

We have of course chartered those jack ups to seadrill long-term. These are 15 year deals and we are fairly, we’re not very far into those deals yet. As far as we understand these rigs are employed on short term contracts which is the typical norm in the jack up industry to operate on shorter, say 2 or 3 well programs. We don’t have any specific update on the current charters for those right now but as we understand it they are operated more in the short term market. John Parker - Jefferies: Okay, you mentioned that the Suezmax, is usually the 15% (inaudible). Was that in the subsequent end of the third quarter?

This is a deposit that is in a blocked account, sorry in joint account, sorry for that and that amount does not appear on our balance sheet. This is the standard for the sale and purchase of vessels and, but what we can say is that we've received a part of that deposit when we signed the agreement in July and there was an additional payment into that three months after as per schedule and the buyer paid in the additional amount and there are no signals that the buyer will try to walk away from that transaction. John Parker - Jefferies: But (inaudible) you filed for 15% deposit correct?

What did you say? John Parker - Jefferies: If they really walk away you would keep the 15% deposit of ASM.

Yes that is correct. John Parker - Jefferies: How you able to negotiate with Frontline the acceleration of the profit share payments typically done in March of the following year. How would that happen?

The negotiation with Frontline, of course they have a significant profit share has accumulated through the year and they of course will have to set aside capital to pay that money in March as state generate the revenues basically to support that profit share payment through the year. And we were therefore able to negotiate an early payment of part of that profit share against an interest compensation to Frontline. So, they will earn a better interest by paying it earlier to us and they would otherwise receive by having those monies as bank deposits. John Parker - Jefferies: I got it. Okay, good. Are there any, we’re going to get back into this accounting and associated companies and are there any restrictions in terms of taking the cash out of those associated companies that would be different from some other structures you have set up?

No, it’s exactly similar for all practical purposes. This is a classification under US GAAP that require us to account for them as investment in associate. They are all 100% owned subsidiaries. We have full access to the cash flow, as we have in all our subsidiaries. John Parker - Jefferies: Got it, okay. And then finally, you did an additional $72 million borrowing subsequently in the quarter. What your assets were those done against?

That was done against a package of single hull vessels. John Parker - Jefferies: I’m sorry, I didn’t quite hear that.

I was done against five single hull vessels. John Parker - Jefferies: Okay. But will not single hull, but five individual vessels, right?

Five individual vessels, yes. John Parker - Jefferies: Okay, very good. Thank you very much for your help. I'm all done.

Okay, thank you.

Thank you

Our next question comes from [Rick Silver], who is a private investor. Please go ahead.

Congratulations on a nice quarter, gentlemen.

Congratulations on a nice quarter, gentlemen.

Thank you.

Just a couple of quick questions. First of all, what caused the fluctuations on the positive $0.03 in the second quarter to the negative $0.14 in the third quarter on your mark-to-market swaps? And the follow-on to that is, will you continue to use the swap stocks that exposure on the market to your loan portfolio?

Just a couple of quick questions. First of all, what caused the fluctuations on the positive $0.03 in the second quarter to the negative $0.14 in the third quarter on your mark-to-market swaps? And the follow-on to that is, will you continue to use the swap stocks that exposure on the market to your loan portfolio?

Yes. The mark-to-market impact was mostly related to our total return swaps on our bond loans. We have a bond loan of $449 million outstanding, where we control approximately $150 million of that under so-called total return swaps relating to those bonds. That means that we effectively reduce our interest cost from 8.5% to approximately LIBOR plus 1% margin. With the market turmoil we have seen, we have seen the market pricing of those bonds come down significantly and of course that has impacted and we have to take a mark-to-market adjustment relating to that. This is of course non-cash and we do of course hope that the value of the bonds will increase over time and we will then have a reversal of mark-to-market. In addition, we also hold some shares under similar type programs. We have 700,000 shares in our own company, which have also come down with the market and where there is some mark-to-market impact.

Thank you.

Thank you.

Thank you.

(Operator Instructions). We will now take our next question from Anders Rosenlund from ABGSC. Please go ahead. Anders Rosenlund - ABGSC: Thank you. Will it be possible to do the 1400 financing today in the current market?

I think that we started a process of raising the $1.4 billion in July and it was done through the second half of July, August and early part of September. Of course there’s always a substantial deterioration of the credit markets after Lehman collapsed. So we think that would have been very difficult. Anders Rosenlund - ABGSC: And second question is, would you consider taking on more re-exposure on your balance sheet?

That may happen in future, but we don't have any immediate plans of doing that. Anders Rosenlund - ABGSC: But you don’t have any views on whether your balance sheet will tilt it towards one particular segment?

It's always been our strategy to diversify the portfolio. And we have now an offshore exposure which is similar in size to the tanker exposure if you look at charter free market values. We have very low exposure to the container market and also the dry-bulk market which is partly being based on our view of those markets and we are feeling that we have been very high in the cycle and therefore we have been reluctant to invest. Of course as we have seen values in those segments come down very significantly, there could also be very good interesting opportunities in those segments. So we have restrictions on where we should invest. For us it’s all down to finding the right deals and getting the right returns out of those deals. We see significant financial turmoil in the market and we think that there will be a quite interesting opportunities in the first or second quarters of next year we think. But, we cannot comment specifically of course on the projects we may look at. Anders Rosenlund - ABGSC: I'd just like to ask a final question as well. The profit split between Frontline and Ship Finance, is that payable in March. Is that part of the initial agreement?

Yes. 1st of March. Anders Rosenlund - ABGSC: Okay. Thank you very much.

Thank you.

(Operator Instructions) As there are no further questions, I would like to turn the call back over to you for any additional or closing remarks.

Thank you very much for listening into the third quarter Ship Finance International conference call. We are very happy that you participated. I will also comment again that, in addition to the presentation that is on our webpage relating to the third quarter results, we will also published a presentation, where we go into more depths into both the investment in associate concept and also have a lot of details relating to the finance lease accounting, where we will provide a full breakdown for the remainder of the lease periods for all the vessels that are on this financing arrangement or classified as finance leases. And we hope that will be helpful in your future analysis of the company. Thank you very much.

That would conclude today's conference call. Thank you for your participation ladies and gentlemen. You may now disconnect.