Securities registered or to be registered pursuant to section 12(b) of the Act

Securities registered or to be registered pursuant to section 12(g) of the Act.

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.

Indicate the number of outstanding shares of each of the issuer's classes of capital or common stock as of the close of the period covered by the annual report.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

Note – Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange Act. (Check one):

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

If "Other" has been checked in response to the previous question, indicate by check mark which financial item the registrant has elected to follow:

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

Matters discussed in this document may constitute forward-looking statements. The Private Securities Litigation Reform Act of 1995 provides safe harbor protections for forward-looking statements in order to encourage companies to provide prospective information about their business. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements, which are other than statements of historical facts.

Ship Finance International Limited, or the Company, desires to take advantage of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and is including this cautionary statement in connection with this safe harbor legislation. This document and any other written or oral statements made by us or on our behalf may include forward-looking statements, which reflect our current views with respect to future events and financial performance. The words ~~"believe," "anticipate," "intends," "estimate," "forecast," "project," "plan," "potential," "will," "may," "should,"~~"believe", "anticipate", "intends", "estimate", "forecast", "project", "plan", "potential", "will", "may", "should", "expect" and similar expressions identify forward-looking statements. The Company assumes no obligation to update or revise any forward-looking statements. Forward-looking statements in this annual report on Form 20-F and written or oral forward-looking statements attributable to the Company or its representatives after the date of this Form 20-F are qualified in their entirety by the cautionary statement contained in this paragraph and in other reports hereafter filed by the Company with the Securities and Exchange ~~Commission.~~Commission, or the SEC.

The forward-looking statements in this document are based upon various assumptions, many of which are based, in turn, upon further assumptions, including without limitation, management's examination of historical operating trends, data contained in our records and other data available from third parties. Although we believe that these assumptions were reasonable when made, because these assumptions are inherently subject to significant uncertainties and contingencies which are difficult or impossible to predict and are beyond our control, we cannot assure you that we will achieve or accomplish these expectations, beliefs or projections.

In addition to these important factors and matters discussed elsewhere herein, important factors that, in our view, could cause actual results to differ materially from those discussed in the forward-looking statements include:

Not ~~Applicable~~Applicable.

Throughout this report, the "Company", "Ship Finance", "we", "us" and "our" all refer to Ship Finance International Limited and its subsidiaries. We use the term deadweight ton, or dwt, in describing the size of the vessels. Dwt, expressed in metric tons, each of which is equivalent to 1,000 kilograms, refers to the maximum weight of cargo and supplies that a vessel can carry. We use the term twenty-foot equivalent units, or TEU, in describing container vessels to refer to the number of standard twenty foot containers that the vessel can carry, and we use the term car equivalent units, or CEU, in describing car carriers to refer to the number of standard cars that the vessel can carry. Unless otherwise indicated, all references to "USD," "US$" and "$" in this report are to, and amounts are presented in, U.S. dollars.

Our selected income statement and cash flow statement data with respect to the fiscal years ended December 31, ~~2013, 2012~~2015, 2014 and ~~2011~~2013 and our selected balance sheet data with respect to the fiscal years ended December 31, ~~2013~~2015 and ~~2012~~2014 have been derived from our consolidated financial statements included in Item 18 of this annual report, prepared in accordance with accounting principles generally accepted in the United States, which we refer to as US GAAP.

The selected income statement and cash flow statement data for the fiscal years ended December 31, ~~2010~~2012 and ~~2009~~2011 and the selected balance sheet data for the fiscal years ended December 31, ~~2011, 2010~~2013, 2012 and ~~2009~~2011 have been derived from our consolidated financial statements not included herein. The following table should be read in conjunction with Item 5. "Operating and Financial Review and Prospects" and our consolidated financial statements and the notes to those statements included herein.

Not ~~Applicable~~Applicable.

Our assets are primarily engaged in transporting crude oil and oil products, ~~drybulk~~dry bulk and containerized cargos, and in offshore drilling and related activities. The following summarizes the risks that may materially affect our business, financial condition or results of operations. Unless otherwise indicated in this annual report on Form 20-F, all information concerning our business and our assets is as of ~~March 27, 2014~~.April 1, 2016.

The international seaborne transportation industry is both cyclical and volatile in terms of charter rates and profitability. The degree of charter rate volatility for vessels has varied widely. Fluctuations in charter rates result from changes in the supply and demand for vessel capacity and changes in the supply and demand for energy resources, commodities, semi-finished and finished consumer and industrial products internationally carried at sea. If we enter into a charter when charterhire rates are low, our revenues and earnings will be adversely affected. In addition, a decline in charterhire rates is likely to cause the market value of our vessels to decline. We cannot assure you that we will be able to successfully charter our vessels in the future or renew our existing charters at rates sufficient to allow us to operate our business profitably, meet our obligations or pay dividends to our shareholders. The factors affecting the supply and demand for vessels are outside of our control, and the nature, timing and degree of changes in industry conditions are unpredictable.

Factors that influence the supply of vessel capacity include:

Demand for our vessels and charter rates are dependent upon, among other things, seasonal and regional changes in demand and changes to the capacity of the world fleet. We believe the capacity of the world fleet is likely to increase, and there can be no assurance that global economic growth will be at a rate sufficient to utilize this new capacity. Continued adverse economic, political or social conditions or other developments could further negatively impact charter rates, and therefore have a material adverse effect on our business, results of operations and ability to pay dividends.

The uncertainty surrounding the future of the credit markets in the United States, Europe and the rest of the world has resulted in reduced access to credit worldwide. As of December 31, ~~2013,~~2015, we had total outstanding indebtedness of ~~$2.9~~$2.5 billion under our various credit facilities and bond loans, including our equity-accounted subsidiaries.

As a result of the credit crisis in Europe, ~~in particular in Greece, Italy, Ireland, Portugal and Spain,~~ the European Commission created the European Financial Stability Facility, or the EFSF, and the European Financial Stability Mechanism, or the EFSM, to provide funding to Eurozone countries in financial difficulties that seek such support. In ~~March 2011,~~2012, the European Council ~~agreed on the need for Eurozone countries to establish~~established a permanent stability mechanism, the European Stability Mechanism, or the ESM, ~~which was established on September 27, 2012,~~ to assume the role of the EFSF and the EFSM in providing external financial assistance to Eurozone countries. Despite these measures, concerns persist regarding the debt burden of certain Eurozone countries and their ability to meet future financial obligations, and the overall stability of the euro. An extended period of adverse development in the outlook for European countries could reduce the overall demand for ~~drybulk~~dry bulk and containerized cargoes, and for our services. These potential developments, or market perceptions concerning these and related issues, could affect our financial position, results of operations and cash flow.

~~Negative trends in the global economy that emerged in 2008 continue to adversely affect global economic conditions. In addition, the~~The world economy continues to face a number of challenges, including turmoil and hostilities in the Middle East ~~North Africa~~ and other geographic areas ~~and countries~~ and continuing economic weakness in the European ~~Union.~~Union and Asia Pacific Region. There has historically been a strong link between development of the world economy and demand for energy, including oil and ~~gas.~~gas, and other materials and finished products transported on our vessels. An extended period of deterioration in the outlook for the world economy could reduce the overall demand for oil and gas and for our services. We cannot predict how long the current market conditions will last. However, recent and developing economic and governmental factors, together with the concurrent decline in charter rates and vessel values for some of our asset classes, have had a negative effect on our results of operations, financial condition and cash flows, have caused the price of our common shares to decline and could cause the price of our common shares to decline further.

Our operations are affected by extensive and changing international, national, state and local laws, regulations, treaties, conventions and standards in force in international waters, the jurisdictions in which our tankers and other vessels operate, and the country or countries in which such vessels are registered, including those governing the management and disposal of hazardous substances and wastes, the cleanup of oil spills and other contamination, air emissions, and water discharges and ballast and bilge water management. These regulations include, but are not limited to, the U.S. Oil Pollution Act of 1990, or the OPA, requirements of the U.S. Coast Guard, or the USCG, and the U.S. Environmental Protection Agency, or EPA, the U.S. Comprehensive Environmental Response, Compensation and Liability Act of 1980, or CERCLA, the U.S. Clean Water Act, the U.S. Maritime Transportation Security Act of 2002, ~~or MTSA,~~ and regulations of the International Maritime Organization, or IMO, including the International Convention for the Safety of Life at Sea of 1974, or SOLAS, the International Convention for the Prevention of Pollution from Ships of 1973, or MARPOL, including the designation thereunder of Emission Control Areas, or ECAs, the International Convention on Civil Liability for Oil Pollution Damage of 1969, or CLC, and the International Convention on Load Lines of 1966.

In addition, vessel classification societies and the requirements set forth in the IMO's International Management Code for the Safe Operation of Ships and for Pollution Prevention, or the ISM Code, also impose significant safety and other requirements on our vessels. In complying with current and future environmental requirements, vessel owners and operators may also incur significant additional costs in meeting new maintenance and inspection requirements, in developing contingency arrangements for potential spills and in obtaining insurance coverage. Government regulation of vessels, particularly in the areas of safety and environmental requirements, can be expected to become stricter in the future and require us to incur significant capital expenditures on our vessels to keep them in compliance, or even to scrap or sell certain vessels altogether.

Many of these requirements are designed to reduce the risk of oil spills and other pollution, and our compliance with these requirements can be costly. These requirements can also affect the resale value or useful lives of our vessels, require reductions in cargo capacity, ship modifications or operational changes or restrictions, lead to decreased availability of insurance coverage for environmental matters or result in the denial of access to certain jurisdictional waters or ports, or detention in certain ports.

Under local, national and foreign laws, as well as international treaties and conventions, we could incur material liabilities, including cleanup obligations, natural resource damages and third-party claims for personal injury or property damages, in the event that there is a release of petroleum or other hazardous substances from our vessels or otherwise in connection with our current or historic operations. We could also incur substantial penalties, fines and other civil or criminal sanctions, including in certain instances seizure or detention of our vessels, as a result of violations of or liabilities under environmental laws, regulations and other requirements. Environmental laws often impose strict liability for remediation of spills and releases of oil and hazardous substances, which could subject us to liability without regard to whether we were negligent or at fault. For example, OPA affects all vessel owners shipping oil to, from or within the United States. Under OPA, owners, operators and bareboat charterers are jointly and severally strictly liable for the discharge of oil in U.S. waters, including the 200 nautical mile exclusive economic zone around the United States. Similarly the CLC, which has been adopted by most countries outside of the United States, imposes liability for oil pollution in international waters. OPA expressly permits individual states to impose their own liability regimes with regard to hazardous materials and oil pollution incidents occurring within their boundaries, provided they accept, at a minimum, the levels of liability established under OPA. Coastal states in the United States have enacted pollution prevention liability and response laws, many providing for unlimited liability. Furthermore, the 2010 explosion of the drilling rig Deepwater Horizon, which is unrelated to Ship Finance, and the subsequent release of oil into the Gulf of Mexico, or other events, may result in further regulation of the shipping and offshore industries and modifications to statutory liability schemes, which could have a material adverse effect on our business, financial condition, results of operations and cash flows. An oil spill could also result in significant liability, including fines, penalties, criminal liability and remediation costs for natural resource damages under other international and U.S. federal, state and local laws, as well as third-party damages, and could harm our reputation with current or potential charterers of our vessels. We are required to satisfy insurance and financial responsibility requirements for potential oil (including marine fuel) spills and other pollution incidents. Although we have arranged insurance to cover certain environmental risks, there can be no assurance that such insurance will be sufficient to cover all such risks or that any claims will not have a material adverse effect on our business, results of operations, cash flows and financial condition and available cash.

Acts of piracy have historically affected ocean-going vessels trading in regions of the world such as the South China Sea, the Indian Ocean and in the Gulf of Aden off the coast of Somalia. ~~Although the frequency of sea piracy worldwide decreased during 2013 to its lowest level since 2007, sea~~Sea piracy incidents continue to occur, particularly in the Gulf of Aden off the coast of Somalia and increasingly in the Gulf of Guinea, with ~~drybulk~~dry bulk vessels and tankers particularly vulnerable to such attacks. IfActs of piracy could result in harm or danger to the crews that man our vessels. In addition, if these piracy attacks ~~result~~occur in regions in which our vessels are deployed ~~being~~that are characterized by insurers as "war risk" zones or by the Joint War Committee as "war and strikes" listed areas, premiums payable for insurance coverage could increase significantly and such coverage may be more difficult to obtain. In addition, crew costs, including costs which may be incurred to the extent we employ onboard security guards, could increase in such circumstances. We may not be adequately insured to cover losses from these incidents, which could have a material adverse effect on us. In addition, detention hijacking as a result of an act of piracy against our vessels, or an increase in cost, or unavailability of insurance for our vessels, could have a material adverse impact on our business, results of operations, cash flows, financial condition and ability to pay dividends and may result in loss of revenues, increased costs and decreased cashflows to our customers, which could impair their ability to make payments to us under our charters.

We employ our vessels in a highly competitive market that is capital intensive and highly fragmented, and competition arises primarily from other vessel owners. Competition for seaborne transportation of goods and products is intense and depends on charter rates and the location, size, age, condition and acceptability of the vessel and its operators to charterers. Due in part to the highly fragmented market, competitors with greater resources could operate larger fleets than we may operate and thus be able to offer lower charter rates and higher quality vessels than we are able to offer. If this were to occur, we may be unable to retain or attract new charterers on attractive terms or at all, which may have a material adverse effect on our business, financial condition and results of operations.

The supply of vessels generally increases with deliveries of new vessels and decreases with the scrapping of older vessels, conversion of vessels to other uses, such as floating production and storage facilities, and loss of tonnage as a result of casualties. ~~Currently, there is significant newbuilding activity with respect to virtually all sizes and classes of vessels.~~ An over-supply of vessel capacity, combined with a decline in the demand for such vessels, may result in a further reduction of charter hire rates. If such a reduction continues in the future, upon the expiration or termination of our vessels' current charters, we may only be able to re-charter our vessels at reduced or unprofitable rates or we may not be able to charter our vessels at all, which would have a material adverse effect on our revenues and profitability.

It is possible that changes to inspection procedures could impose additional financial and legal obligations on us. Changes to inspection procedures could also impose additional costs and obligations on our customers and may, in certain cases, render the shipment of certain types of cargo uneconomical or impractical. Any such changes or developments may have a material adverse effect on our business, financial condition and results of operations.

The offshore contract drilling industry and also demand for offshore supply vessels is cyclical and volatile, and depends on the level of activity in oil and gas exploration and development and production in offshore areas worldwide. The availability of quality drilling prospects, exploration success, relative production costs, the stage of reservoir development and political and regulatory environments affect our customers' drilling campaigns. Oil and gas prices, and market expectations of potential changes in these prices, also significantly affect the level of activity and demand for drilling units.

Any decrease in exploration, development or production expenditures by oil and gas companies could materially and adversely affect the business of the charterers of our drilling units, and their ability to perform under their existing charters with us. Also, increased competition for our customers' drilling budgets could come from, among other areas, land-based energy markets in Africa, Russia, other former Soviet Union states, the Middle East and Alaska. Worldwide military, political and economic events have contributed to oil and gas price volatility and are likely to do so in the future. Oil and gas prices are extremely volatile and are affected by numerous factors beyond our control, including the following:

~~Declines~~Recent declines in oil and gas prices ~~for an extended period, or market expectations of potential decreases in these prices,~~have negatively affected, and could continue to negatively affect, the offshore drilling ~~sector. Sustained periods of low oil prices typically~~sector and have resulted, and could continue to result, in reduced exploration and ~~drilling, because oil and gas companies' capital expenditure budgets are subject to their cash flows and are therefore sensitive to changes in energy prices.~~drilling. These ~~changes~~reductions in commodity prices ~~can~~ have ~~a dramatic effect on~~reduced the demand for drilling ~~units,~~units. Continued weakness in oil and ~~periods of low demand can cause~~gas prices may result in an excess supply of drilling units and intensify competition in the industry, which ~~often results~~may result in drilling units, particularly older and lower specification drilling units, being idle for long periods of time. We cannot predict the future level of demand for drilling units or future conditions of the oil and gas industry.

In addition to oil and gas prices, the offshore drilling industry is influenced by additional factors, including:

We have chartered ~~three~~two of our drilling units to ~~three~~two subsidiaries of Seadrill Limited, or Seadrill, namely Seadrill Deepwater Charterer Ltd., or Seadrill Deepwater, and Seadrill Offshore AS, or Seadrill Offshore, ~~and Seadrill Polaris Ltd., or Seadrill Polaris,~~ which we refer to collectively as the Seadrill Charterers. In addition, we have chartered one drilling unit to Apexindo Offshore Pte. Ltd., or Apexindo, and one drilling unit to North Atlantic Linus Charterer Ltd., or North Atlantic Linus, which is a subsidiary of North Atlantic Drilling Limited, or NADL. The Seadrill Charterers, Apexindo and North Atlantic Linus are collectively referred to as the Rig Charterers. Following the 2008 peak in the oil price of around $140 per barrel, there was a period of high utilization and high dayrates, which prompted industry participants to increase the supply of drilling units by ordering the construction of new drilling units. ~~According to industry sources, the worldwide fleet of drilling rigs increased from an average of 605 units~~The recent reduction in ~~2008 to 763 units~~oil prices has resulted in ~~2013, and significant further deliveries of new units are projected. Although~~reduced demand for ~~modern~~ drilling units, ~~is currently high, any reduction in demand~~which may lead to an excess of drilling capacity and a reduction in day-rates. In addition, the new construction of high-specification rigs, as well as changes in the Rig Charterers' competitors' drilling rig fleets, could cause our drilling units to become less competitive. Lower utilization and dayrates could adversely affect the Rig Charterers' ability to secure drilling contracts and, therefore, their ability to make charterhire payments to us, and may cause them to terminate or renegotiate their charter agreements to our detriment. At present, one of our Rig Charterer's, Apexindo, is unable to pay the agreed charter hire for a jack-up drilling rig, and we are currently assessing our alternatives, which could include a termination of the charter or restructuring of the charter terms.

The Rig Charterers' business in the offshore drilling industry is affected by public policy and laws and regulations relating to the energy industry and the environment in the geographic areas where they operate.

The offshore drilling industry is dependent on demand for services from the oil and gas exploration and production industry, and accordingly the Rig Charterers are directly affected by the adoption of laws and regulations that for economic, environmental or other policy reasons curtail exploration and development drilling for oil and gas. The Rig Charterers may be required to make significant capital expenditures to comply with governmental laws and regulations. It is also possible that these laws and regulations may in the future add significantly to the Rig Charterers' operating costs or significantly limit drilling activity. Governments in some countries are increasingly active in regulating and controlling the ownership of concessions, the exploration for oil and gas, and other aspects of the oil and gas industries. In recent years, increased concern has been raised over protection of the environment. Offshore drilling in certain areas has been opposed by environmental groups, and has in certain cases been restricted.

In certain jurisdictions there are or may be imposed restrictions or limitations on the operation of foreign flag vessels and rigs, and these restrictions may prevent us or our charterers from operating our assets as intended. We cannot guarantee that we or our charterers will be able to accommodate such restrictions or limitations, nor that we or our charterers can relocate the assets to other jurisdictions where such restrictions or limitations do not apply. A violation of such restrictions, or expropriation in particular, could result in the total loss of our investments and/or financial loss for our charterers, and we cannot guarantee that we have sufficient insurance coverage to compensate for such loss. This may have a material adverse effect on our business and financial results.

To the extent that new laws are enacted or other governmental actions are taken that prohibit or restrict offshore drilling or impose additional environmental protection requirements that result in increased costs to the oil and gas industry in general or the offshore drilling industry in particular, the Rig Charterers' business or prospects could be materially adversely affected. The operation of our drilling units will require certain governmental approvals, the number and prerequisites of which cannot be determined until the Rig Charterers identify the jurisdictions in which they will operate upon securing contracts for the drilling units. Depending on the jurisdiction, these governmental approvals may involve public hearings and costly undertakings on the part of the Rig Charterers. The Rig Charterers may not obtain such approvals, or such approvals may not be obtained in a timely manner. If the Rig Charterers fail to secure the necessary approvals or permits in a timely manner, their customers may have the right to terminate or seek to renegotiate their drilling services contracts to the Rig Charterers' detriment. The amendment or modification of existing laws and regulations, or the adoption of new laws and regulations curtailing or further regulating exploratory or development drilling and production of oil and gas, could have a material adverse effect on the Rig Charterers' business, operating results or financial condition. Future earnings of the Rig Charterers may be negatively affected by compliance with any such new legislation or regulations. In addition, the Rig Charterers may become subject to additional laws and regulations as a result of future rig operations or repositioning. These factors may adversely affect the ability of the Rig Charterers to make charterhire payments to us.

The dry bulk shipping industry is cyclical with attendant volatility in charter hire rates and profitability. The degree of charter hire rate volatility among different types of dry bulk vessels has varied widely, and charter hire rates for dry bulk vessels have declined significantly from historically high levels. Fluctuations in charter rates result from changes in the supply and demand for vessel capacity and changes in the supply and demand for the major commodities carried by water internationally. We cannot assure you that we will be able to successfully charter our vessels in the future or renew existing charters at rates sufficient to allow us to meet our obligations. The supply of and demand for shipping capacity strongly influence charter rates. Because the factors affecting the supply and demand for vessels are outside our control and are unpredictable, the nature, timing, direction and degree of changes in industry conditions are also unpredictable.

Factors that influence the supply of vessel capacity include:

Demand for our dry bulk vessels is dependent upon economic growth in the world’s economies, seasonal and regional changes in demand, changes in the capacity of the global dry bulk fleet and the sources and supply of dry bulk cargo transported by sea. Adverse economic, political, social or other developments could have a material adverse effect on our business and operating results.

The abrupt and dramatic downturn in the dry bulk charter market, from which we derive some of our revenues, has severely affected the dry bulk shipping industry. The Baltic Dry Index, or BDI, an index published by The Baltic Exchange of shipping rates for 20 key dry bulk routes, fell 94% in 2008 from its peak of 11,793 and has remained volatile since then. During the year ended December 31, 2015, the BDI fluctuated in a range between 471 and 1,222, and on February 10, 2016, dropped to 290, the lowest level it has ever reached.

This downturn in dry bulk charter rates and their volatility has had a number of adverse consequences for dry bulk shipping, including, among other things:

The occurrence of one or more of these events could adversely affect our business, results of operations, cash flows, financial condition and ability to pay cash distributions. There can be no assurance that the dry bulk charter market will recover and the market could continue to decline further.

Dry bulk carrier values have also declined both as a result of a slowdown in the availability of global credit and the significant deterioration in charter rates. Charter rates and vessel values have been affected in part by the lack of availability of credit to finance both vessel purchases and purchases of commodities carried by sea, resulting in a decline in cargo shipments, and the excess supply of iron ore in China, which resulted in falling iron ore prices and increased stockpiles in Chinese ports. There can be no assurance as to how long spot charter rates and vessel values will remain at their currently low levels. Charter rates may remain at low levels for some time, which may adversely affect our results and financial condition and our ability to pay dividends in the future.

In addition, because the market value of the Company’s vessels may fluctuate significantly, we may incur losses when the Company sells vessels, which may adversely affect earnings. If we sell vessels at a time when vessel prices have fallen and before we have recorded an impairment adjustment to our financial statements, the sale may be at less than the vessel’s carrying amount in those financial statements, resulting in a loss and a reduction in earnings.

Continuing conflicts and recent developments in the Middle East and North Africa, and the presence of United States and other armed forces in Afghanistan, may lead to additional acts of terrorism and armed conflict around the world, which may contribute to further economic instability in the global financial markets. These uncertainties could also adversely affect our ability to obtain financing on terms acceptable to us or at all. In the past, political conflicts have also resulted in attacks on vessels, mining of waterways and other efforts to disrupt international shipping, particularly in the Arabian Gulf region. Acts of terrorism and piracy have also affected vessels trading in regions such as the South China Sea and the Gulf of Aden off the coast of Somalia. Any of these occurrences, or the perception that our vessels are potential terrorist targets, could have a material adverse impact on our business, financial condition, results of operations and ability to pay dividends.

Our vessels and their cargoes are at risk of being damaged or lost, due to events such as marine disasters, bad weather, mechanical failures, human error, environmental accidents, war, terrorism, piracy, political circumstances and hostilities in foreign countries, labor strikes and boycotts, changes in tax rates or policies, and governmental expropriation of our vessels. Any of these events may result in loss of revenues, increased costs and decreased cash flows to our customers, which could impair their ability to make payments to us under our charters.

In the event of a casualty to a vessel or other catastrophic event, we will rely on our insurance to pay the insured value of the vessel or the damages incurred. Through the agreements with our vessel managers, we procure insurance for most of the vessels in our fleet employed under time charters against those risks that we believe the shipping industry commonly insures against. These insurances include marine hull and machinery insurance, protection and indemnity insurance, which include pollution risks and crew insurances, and war risk insurance. 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 billion per vessel per occurrence.

We cannot assure you that we will be adequately insured against all risks. Our vessel managers may not be able to obtain adequate insurance coverage at reasonable rates for our vessels in the future. For example, in the past more stringent environmental regulations have led to increased costs for, and in the future may result in the lack of availability of, insurance against risks of environmental damage or pollution. Additionally, our insurers may refuse to pay particular claims. For example, the circumstances of a spill, including non-compliance with environmental laws, could result in denial of coverage, protracted litigation, and delayed or diminished insurance recoveries or settlements. Any significant loss or liability for which we are not insured could have a material adverse effect on our financial condition. Under the terms of our bareboat charters, the charterer is responsible for procuring all insurances for the vessel.

Crew members, suppliers of goods and services to a vessel, shippers of cargo and other parties may be entitled to a maritime lien against one or more of our vessels for unsatisfied debts, claims or damages. In many jurisdictions, a maritime lien holder may enforce its lien by arresting a vessel through foreclosure proceedings. The arrest or attachment of one or more of our vessels could interrupt the cash flow of the charterer and/or the Company and require us to pay a significant amount of money to have the arrest lifted. In addition, in some jurisdictions, such as South Africa, under the "sister ship" theory of liability, a claimant may arrest both the vessel which is subject to the claimant's maritime lien and any "associated" vessel, which is any vessel owned or controlled by the same owner. Claimants could try to assert "sister ship" liability against vessels in our fleet managed by our vessel managers for claims relating to another vessel managed by that manager.

A government could requisition one or more of our vessels for title or for hire. Requisition for title occurs when a government takes control of a vessel and becomes her owner, while requisition for hire occurs when a government takes control of a vessel and effectively becomes her charterer at dictated charter rates. Generally, requisitions occur during periods of war or emergency, although governments may elect to requisition vessels in other circumstances. Although we would be entitled to compensation in the event of a requisition of one or more of our vessels, the amount and timing of payment could be materially less than the charterhire that would have been payable otherwise. In addition, we would bear all risk of loss or damage to a vessel under requisition for hire. Government requisition of one or more of our vessels may negatively impact our revenues and reduce the amount of dividends paid, if any, to our shareholders.

In general, the costs to maintain a vessel in good operating condition increase as the vessel ages. Due to improvements in engine technology, older vessels are typically less fuel-efficient than more recently constructed vessels. Cargo insurance rates increase with the age of a vessel, making older vessels less desirable to charterers.

Governmental regulations, safety, environmental or other equipment standards related to the age of tankers and other types of vessels may require expenditures for alterations or the addition of new equipment to our vessels to comply with safety or environmental laws or regulations that may be enacted in the future. These laws or regulations may also restrict the type of activities in which our vessels may engage or prohibit their operation in certain geographic regions. We cannot predict what alterations or modifications our vessels may be required to undergo as a result of requirements that may be promulgated in the future, or that as our vessels age market conditions will justify any required expenditures or enable us to operate our vessels profitably during the remainder of their useful lives.

Our current business strategy includes additional growth through the acquisition of both newbuildings and second-hand vessels. Although we generally inspect second-hand vessels prior to purchase, this does not normally provide us with the same knowledge about the vessels' condition that we would have had if such vessels had been built for and operated exclusively by us. Therefore, our future operating results could be negatively affected if the vessels do not perform as we expect. Also, we do not receive the benefit of warranties from the builders if the vessels we buy are older than one year.

Any dividend that we declare is at the discretion of our Board of Directors. We cannot assure you that our dividend will not be reduced or eliminated in the future. Our profitability and corresponding ability to pay dividends is substantially affected by amounts we receive through charter-hire and profit sharing payments from our charterers. Our entitlement to profit sharing payments, if any, is based on the financial performance of our vessels which is outside of our control. If our charter hire and profit sharing payments decrease substantially, we may not be able to continue to pay dividends at present levels, or at all. We are also subject to contractual limitations on our ability to pay dividends pursuant to certain debt agreements, and we may agree to additional limitations in the future. Additional factors that could affect our ability to pay dividends include statutory and contractual limitations on the ability of our subsidiaries to pay dividends to us, including under current or future debt arrangements.

Most of the tanker vessels in our fleet are chartered to ~~subsidiaries~~a subsidiary of Frontline Ltd., or Frontline, namely Frontline Shipping Limited, ~~and~~or Frontline ~~Shipping II Limited, which we refer to collectively as the Frontline Charterers.~~Shipping. In addition, we have chartered ~~three~~two of our drilling units to the Seadrill Charterers, ~~and~~ one drilling unit to North Atlantic ~~Linus.~~Linus and eight dry bulk carriers to Golden Ocean Trading Limited, or the Golden Ocean Charterer. Our other vessels that have charters attached to them are chartered to other customers under short, medium or long term time and bareboat charters.

The charter-hire payments that we receive from our customers constitute substantially all of our operating cash flows. ~~The Frontline Charterers have no business or sources of funds other than those related to the chartering of our tanker fleet to third parties.~~

In December 2011, our charter agreements with the Frontline Charterers, which remain wholly-owned subsidiaries of Frontline, were amended and we agreed to temporarily reduce the charter rates receivable on our, at the time, 28 double-hull tankers and oil/bulk/ore carriers, or OBOs, by $6,500 per day per vessel from 2012 through 2015, subject to cash sweep arrangements described in the immediately following risk factor. In terms of the amendments, we received compensation payments from Frontline in the amount of $106 million in cash. Frontline continues to guarantee the payment of charterhire with respect to the Frontline Charterers. The amendments to the charter agreements were necessitated by an extended period of substantial weakness in the tanker market. In a press release dated February 22, 2013, Frontline stated that if the tanker market does not recover before 2015 and no additional equity can be raised or vessels sold, there is a risk that they will not have sufficient cash to repay their existing $225 million convertible bond at maturity in April 2015. Although the tanker market has recently shown signs of improvement, it remains possible that the market situation might force a restructuring of Frontline, including further modifications of charter lease agreements.

Most of our tanker vessels operate under time charters to ~~the~~ Frontline ~~Charterers.~~Shipping. These charter contracts provide for base charterhire and additional ~~cash sweep and~~ profit sharing payments when ~~the~~ Frontline ~~Charterers'~~Shipping's earnings from deploying our vessels exceed certain levels. The majority of our vessels chartered to ~~the~~ Frontline ~~Charterers~~Shipping are sub-chartered by ~~the Frontline Charterers~~them in the spot market, which is subject to greater volatility than the long-term time charter market, and the amount of future ~~cash sweep and~~ profit sharing payments that we receive, if any, will be primarily dependent on the strength of the spot market.

~~Prior~~We have eight Capesize dry bulk carriers employed under time charters to ~~December 31, 2011,~~ the ~~Frontline Charterers paid us a~~Golden Ocean Charterer. These charter contracts provide for base charterhire and additional profit sharing ~~rate of 20% of their~~payments when the Golden Ocean Charterer's earnings ~~above average threshold charter rates on a time-charter equivalent basis~~ from ~~their use~~deploying our vessels exceed certain levels. The majority of our ~~fleet each fiscal year. The amendments~~vessels chartered to the ~~charter agreements with the Frontline Charterers described~~Golden Ocean Charterer are sub-chartered by them in the ~~preceding risk factor increased~~spot market, which is subject to greater volatility than the long-term time charter market, and the amount of future profit sharing ~~percentage to 25% for earnings above~~payments we receive, if any, will be primarily dependent on the ~~threshold levels, effective as~~strength of ~~January 1, 2012. The amendments also provided for a temporary reduction in charter rates for a four year period. During that period,~~ the Frontline Charterers are obligated to pay us 100% of any earnings on a time-charter equivalent basis above the temporarily reduced time charter rates, subject to a maximum of $6,500 per day, which we refer to as cash sweep amounts. As described above, we received a compensation payment of $106 million, of which $50 million represented a non-refundable advance relating to the 25% profit sharing agreement. We received $52 million of cash sweep revenue for 2012, but no cash sweep revenue is receivable for 2013. There was no accumulated 25% profit share for 2012 or 2013, and $50 million in 25% profit share will need to accumulate before we recognize 25% profit share revenues in our consolidated accounts.spot market.

We may also enter into agreements which include profit sharing provisions with other charterers. AtWe also at present we have four ~~drybulk~~dry bulk carriers chartered to United Freight Carriers, or UFC, which is a joint venture approximately 50% owned by Golden Ocean, ~~Group Limited, or Golden Ocean,~~ which include profit sharing provisions in the charter agreements. ~~We earned $0.8 million in profit sharing revenue on these vessels in 2013.~~

We cannot assure you that we will receive any profit sharing ~~payments, including cash sweep~~ payments for any periods in the future, which may have an adverse affect on our results and financial condition and our ability to pay dividends in the future.

The charter-free market value of our vessels and drilling units may increase and decrease depending on a number of factors including, but not limited to, the prevailing level of charter rates and dayrates, general economic and market conditions affecting the international shipping and offshore drilling industries, types, sizes and ages of vessels and drilling units, supply and demand for vessels and drilling units, availability of or developments in other modes of transportation, competition from other shipping companies, cost of newbuildings, governmental or other regulations and technological advances.

In addition, as vessels and drilling units grow older, they generally decline in value. If the charter-free market values of our vessels and drilling units decline, we may not be in compliance with certain provisions of our credit facilities and we may not be able to refinance our debt, obtain additional financing or make distributions to our shareholders. Additionally, if we sell one or more of our vessels or drilling units at a time when vessel and drilling unit prices have fallen and before we have recorded an impairment adjustment to our consolidated financial statements, the sale price may be less than the vessel's or drilling unit's carrying value on our consolidated financial statements, resulting in a loss and a reduction in earnings. Furthermore, if vessel and drilling unit values fall significantly, we may have to record an impairment adjustment in our financial statements, which could adversely affect our financial results and condition.

From time to time, we enter into, among other things, charter parties with our customers, newbuilding contracts with shipyards, credit facilities with banks, guarantees, interest rate swap agreements, currency swap agreements, total return bond swaps, and total return equity swaps. Such agreements subject us to counterparty risks. The ability and willingness of each of our counterparties to perform its obligations under a contract with us will depend on a number of factors that are beyond our control and may include, among other things, general economic conditions, the condition of the maritime and offshore industries, the overall financial condition of the counterparty, charter rates and dayrates received for specific types of vessels and drilling units, and various expenses. In addition, in depressed market conditions, our charterers and customers may no longer need a vessel or drilling unit that is currently under charter or contract, or may be able to obtain a comparable vessel or drilling unit at a lower rate. As a result, charterers and customers may seek to renegotiate the terms of their existing charter parties and drilling contracts, or avoid their obligations under those contracts. Should a counterparty fail to honor its obligations under agreements with us, we could sustain significant losses which could have a material adverse effect on our business, financial condition, results of operations and cash flows.

Tanker charter rates also tend to be subject to seasonal variations, with demand (and therefore charter rates) normally higher in winter months in the northern hemisphere.

Our principal shareholders Hemen Holding Ltd. and Farahead Investment Inc., which we refer to jointly as Hemen, are indirectly controlled by trusts established by Mr. John Fredriksen for the benefit of his immediate family. Hemen, and companies associated with Hemen, also have significant shareholdings in Frontline, Seadrill, Golden Ocean and Deep Sea Supply Plc., which are all our customers and/or suppliers. In addition, North Atlantic Linus, which is one of our customers, is a wholly-owned subsidiary of NADL, itself a subsidiary of Seadrill. Currently, one of our directors, Kate Blankenship, is also a director of Frontline, Golden Ocean, Seadrill and ~~NADL,~~NADL. Paul Leand, another of our directors, ~~Paul Leand,~~ is also a director of Seadrill and ~~NADL,~~NADL. Hans Petter Aas, another of our directors, ~~Cecilie A. Fredriksen, the daughter of Mr. John Fredriksen,~~ is also a director of ~~NADL,~~Golden Ocean, Seadrill and Deep Sea Supply Plc. Harald Thorstein, another of our directors, ~~Hans Petter Aas,~~is also Chairman of the board of directors of Deep Sea Supply Plc. Bert Bekker, another of our directors, is also a director of ~~Deep Sea Supply Plc. and~~Seadrill. Georgina Sousa, another of our directors, ~~Harald Thorstein,~~ is also a director of ~~Deep Sea Supply Plc.~~Frontline, Seadrill and NADL. These ~~five~~six directors owe fiduciary duties to the shareholders of each company and may have conflicts of interest in matters involving or affecting us and our customers. In addition, due to any ownership they may have in common shares of Frontline, Golden Ocean, Deep Sea Supply Plc., Seadrill or NADL, they may have conflicts of interest when faced with decisions that could have different implications for Frontline, Golden Ocean, Deep Sea Supply Plc., Seadrill or NADL than they do for us. We cannot assure you that any of these conflicts of interest will be resolved in our favor.

Holders of our common shares and other securities have no direct right to enforce the obligations of ~~the~~ Frontline ~~Charterers,~~Shipping, Frontline Management (Bermuda) Ltd., or Frontline Management, Frontline, the Golden Ocean Charterer, Golden Ocean, Deep Sea Supply Plc., Deep Sea Supply BTG AS, the Seadrill Charterers, Seadrill and ~~Seadrill,~~ North Atlantic Linus, ~~and NADL,~~ or any of our other customers under the charters, or any of the other agreements to which we are a party. Accordingly, if any of those counterparties were to breach their obligations to us under any of these agreements, our shareholders would have to rely on us to pursue our remedies against those counterparties.

A foreign corporation will be treated as a "passive foreign investment company," or PFIC, for U.S. 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 dividends, 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", but income from bareboat charters does constitute "passive income."

U.S. shareholders of a PFIC are subject to a disadvantageous U.S. federal income tax regime with respect to the income derived by the PFIC, 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.

Under these rules, if our income from our time charters is considered to be passive rental income, rather than income from the performance of services, we will be considered to be a PFIC. We believe that it is more likely than not that our income from time charters will not be treated as passive rental income for purposes of determining whether we are a PFIC. Correspondingly, we believe that the assets that we own and operate in the connection with the production of such income do not constitute passive assets for purposes of determining whether we are a PFIC. This position is principally based upon the positions that (1) our time charter income will constitute services income, rather than rental income, and (2) Frontline Management and Golden Ocean Management, which ~~provides~~provide services to ~~most~~certain of our time-chartered vessels, will be respected as a separate ~~entity~~entities from the Frontline Charterers, as defined below, and the Golden Ocean Charterer, with which ~~it is~~they are respectively affiliated. We do not believe that we will be treated as a PFIC for our ~~2013~~2015 taxable year. Nevertheless, for the ~~2014~~2016 taxable year and future taxable years, depending upon the relative amounts of income we derive from our various assets as well as their relative fair market values, we may be treated as a PFIC.

We note that there is no direct legal authority under the PFIC rules addressing our current and expected method of operation. Accordingly, no assurance can be given that the Internal Revenue Service, or the IRS, or a court of law will accept our position, and there is a significant risk that the IRS or a court of law could determine that we are a PFIC. Furthermore, even if we would not be a PFIC under the foregoing tests, no assurance can be given that we would not constitute a PFIC for any future taxable year if the nature and extent of our operations were to change.

If the IRS were to find that we are or have been a PFIC for any taxable year, our U.S. shareholders will face adverse U.S. federal income tax consequences. For example, U.S. non-corporate shareholders would not be eligible for the preferential rate on dividends that we pay.

Under the U.S. Internal Revenue Code of 1986 as amended, or 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% U.S. 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 qualify for this statutory tax exemption and we will take this position for U.S. 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 and thereby become subject to U.S. federal income tax on our U.S. source shipping income. For example, Hemen owned approximately ~~37%~~36% of our common shares as of ~~March 27, 2014~~April 1, 2016. There is therefore a risk that we could no longer qualify for exemption under Section 883 of the Code for a particular taxable year if other shareholders with a five percent or greater interest in our common shares were, in combination with Hemen, to own 50% or more of our outstanding common shares on more than half the days during the taxable year. Due to the factual nature of the issues involved, we can give 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 for those years to an effective 2% U.S. federal income tax on the gross shipping income these companies derive during the 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.

~~In addition, under~~Under our vessel management agreements with Frontline Management and Golden Ocean Group Management (Bermuda) Ltd, or Golden Ocean Management, for a fixed management ~~fee,~~fees, Frontline Management isand Golden Ocean Management are responsible for all of the technical and operational management of the vessels chartered by Frontline Shipping and the ~~Frontline Charterers,~~Golden Ocean Charterer, respectively, and will indemnify us against certain loss of hire and various other liabilities relating to the operation of these vessels. ~~We may terminate our management agreements with Frontline Management for any reason at any time on 90 days' notice, or an agreement may be terminated if~~If the relevant charter is terminated, the corresponding management agreement will also be terminated.

WeIn addition to the vessels chartered to Frontline Shipping and the Golden Ocean Charterer, we currently operate ~~seven~~14 dry bulk carriers, eight container vessels and two car ~~carriers and 12 drybulk~~ carriers under time charters and two Suezmax tankers in the spot ~~market, and have entered into agreements to acquire a further six newbuilding container vessels which are intended to operate under time charters.~~market. The agreements for the technical and operational management of these vessels are not fixed price agreements, and we cannot assure you that any further vessels which we may acquire in the future will be operated under fixed price management agreements.

Therefore, to the extent that we acquire additional vessels, our cash flow could be more volatile in the future and we could be exposed to increases in our vessel operating expenses, each of which could materially and adversely affect our results of operations and business.

The charter-free market values of our vessels are expected to change from time to time depending on a number of factors including general economic and market conditions affecting the shipping industry, competition, cost of vessel construction, governmental or other regulations, prevailing levels of charter rates and technological changes. We have granted fixed price purchase options to certain of our customers with respect to the vessels they have chartered from us, and these prices may be less than the respective vessel's charter-free market value at the time the option may be exercised. In addition, we may not be able to obtain a replacement vessel for the price at which we sell the vessel. In such a case, we could incur a loss and a reduction in earnings.

As of December 31, ~~2013,~~2015, the Company and its consolidated subsidiaries had approximately ~~$1.3~~$1.2 billion in floating rate debt outstanding under our credit facilities, and a further ~~$1.1~~$0.8 billion in floating rate debt held by our unconsolidated wholly-owned subsidiaries accounted for under the equity method. Although we use interest rate swaps to manage our interest rate exposure and have interest rate adjustment clauses in some of our chartering agreements, we are exposed to fluctuations in interest rates. For a portion of our floating rate debt, if interest rates rise, interest payments on our floating rate debt that we have not swapped into effectively fixed rates would increase.

As of December 31, ~~2013,~~2015, the Company, ~~and~~ its consolidated subsidiaries and its wholly-owned subsidiaries accounted for under the equity method have entered into interest rate swaps which fix the interest on $1.0 billion of our outstanding indebtedness.

An increase in interest rates could cause us to incur additional costs associated with our debt service, which may materially and adversely affect our results of operations. Our maximum exposure to interest rate fluctuations on our outstanding debt at December 31, ~~2013,~~2015, was approximately ~~$1.4~~$1.0 billion, including our equity-accounted subsidiaries. A one percentage change in interest rates would at most increase or decrease interest expense by approximately ~~$14~~$10 million per year as of December 31, ~~2013.~~2015. The maximum figure does not take into account that certain of our charter contracts include interest adjustment clauses, whereby the charter rate is adjusted to reflect the actual interest paid on a deemed outstanding debt related to the assets on charter. At December 31, ~~2013, $1.3~~2015, $1.1 billion of our floating rate debt was subject to such interest adjustment clauses, including our equity-accounted subsidiaries. Of this amount, a total of ~~$0.1~~$0.2 billion was subject to interest rate swaps and the balance of ~~$1.2~~$0.9 billion remained on a floating rate basis, effectively reducing our exposure to floating rate debt to ~~$207~~$98 million.

The interest rate swaps that have been entered into by the Company and its subsidiaries are derivative financial instruments that effectively translate floating rate debt into fixed rate debt. US GAAP requires that these derivatives be valued at current market prices in our financial statements, with increases or decreases in valuations reflected in results of operations or, if the instrument is designated as a hedge, in other comprehensive income. Changes in interest rates give rise to changes in the valuations of interest rate swaps and could adversely affect results of operations and other comprehensive income.

Since our original acquisitions from Frontline, we have expanded and diversified our fleet, and we are performing certain administrative services through our wholly-owned subsidiaries Ship Finance Management AS and Ship Finance Management (Bermuda) Ltd.

We intend to continue to expand our fleet. Our future growth will primarily depend on our ability to locate and acquire suitable vessels and drilling units, identify and consummate acquisitions or joint ventures, obtain required financing, integrate any acquired vessels and drilling units with our existing operations, enhance our customer base, and manage our expansion.

The growth in the size and diversity of our fleet will continue to impose additional responsibilities on our management, and may present numerous risks, such as undisclosed liabilities and obligations, difficulty in recruiting additional qualified personnel and managing relationships with customers and suppliers, and integrating newly acquired operations into existing infrastructures. We cannot assure you that we will be successful in executing our growth plans or that we will not incur significant expenses and losses in connection with our future growth.

We have significant indebtedness outstanding under our Norwegian kroner, ~~("NOK") 500 million Senior Unsecured Bonds due 2014, our 3.75% Senior Unsecured Convertible Notes due 2016, our NOK600~~or NOK, 600 million Senior Unsecured Bonds due 2017, our 3.25% Senior Unsecured Convertible Notes due 2018 and our NOK900 million Senior Unsecured Bonds due 2019. We have also entered into loan facilities that we have used to refinance existing indebtedness and to acquire additional vessels. We may need to refinance some or all of our indebtedness on maturity of our convertible notes, bonds or loan facilities and to acquire additional vessels in the future. We cannot assure you that we will be able to do so on terms acceptable to us or at all. If we cannot refinance our indebtedness, we will have to dedicate some or all of our cash flows, and we may be required to sell some of our assets, to pay the principal and interest on our indebtedness. In such a case, we may not be able to pay dividends to our shareholders and may not be able to grow our fleet as planned. We may also incur additional debt in the future.

Our loan facilities and the indentures for our convertible notes and bonds subject us to limitations on our business and future financing activities, including:

Further, our loan facilities contain financial covenants that require us to, among other things:

Under the terms of our loan facilities, we may not make distributions to our shareholders if we do not satisfy these covenants or receive waivers from the lenders. We cannot assure you that we will be able to satisfy these covenants in the future.

Due to these restrictions, we may need to seek permission from our lenders in order to engage in some corporate actions. Our lenders' interests may be different from ours and we cannot guarantee that we will be able to obtain our lenders' permission when needed. This may prevent us from taking actions that are in our best interests.

Our debt service obligations require us to dedicate a substantial portion of our cash flows from operations to required payments on indebtedness and could limit our ability to obtain additional financing, make capital expenditures and acquisitions, and carry out other general corporate activities in the future. These obligations may also limit our flexibility in planning for, or reacting to, changes in our business and the shipping industry or detract from our ability to successfully withstand a downturn in our business or the economy generally. This may place us at a competitive disadvantage to other less leveraged competitors.

We may be, from time to time, involved in various litigation matters. These matters may include, among other things, contract disputes, 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 business. Although we intend to defend these matters vigorously, we cannot predict with certainty the outcome or effect of any claim or other litigation matter, and the ultimate outcome of any litigation or the 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 financial condition.

We are a holding company, and have no significant assets other than the equity interests in our subsidiaries. Our subsidiaries own all of our vessels and drilling units, and payments under our charter agreements are made to our subsidiaries. As a result, our ability to make distributions to our shareholders depends on the performance of our subsidiaries and their ability to distribute funds to us. The ability of a subsidiary to make these distributions could be affected by a claim or other action by a third party or by the law of ~~their~~its respective jurisdiction of incorporation which regulates the payment of dividends by companies. If we are unable to obtain funds from our subsidiaries, we will not be able to pay dividends to our shareholders.

The market price of our common shares has been volatile. ~~Since January 1, 2013,~~For the year ended December 31, 2015, the closing market price of our common shares ~~has~~ ranged from a low of ~~$14.35~~$13.89 on ~~June 25, 2013,~~January 30, 2015, to a high of ~~$19.20~~$17.69 on ~~March 6, 2014.~~November 27, 2015. The market price of our common shares may continue to fluctuate due to factors such as actual or anticipated fluctuations in our quarterly and annual results and those of other public companies in our industry, any reductions in the payment of our dividends or changes in our dividend policy, mergers and strategic alliances in the shipping ~~industry,~~and offshore industries, market conditions in the shipping ~~industry,~~and offshore industries, changes in government regulation, shortfalls in our operating results from levels forecast by securities analysts, announcements concerning us or our competitors and the general state of the securities market. The shipping ~~industry has~~and offshore industries have been highly unpredictable and volatile. The market for common shares in ~~this industry~~these industries may be equally volatile. Therefore, we cannot assure you that you will be able to sell any of our common shares you may have purchased at a price greater than or equal to its original purchase price.

The market price of our common shares could decline due to sales of a large number of our shares in the market or the perception that such sales could occur. This could depress the market price of our common shares and make it more difficult for us to sell equity securities in the future at a time and price that we deem appropriate, or at all.

We are a Bermuda exempted company. ~~Bermuda law may not as clearly establish your rights~~Our Memorandum of Association and Bye-Laws and the ~~fiduciary responsibilities of~~Bermuda Companies Act 1981, as amended, govern our directors as do statutes and judicial precedent in some jurisdictions in the United States. In addition, most of our directors and officers are not resident in the United States and the majority of our assets are located outside of the United States. As a result, investorsaffairs. Investors may have more difficulty in protecting their interests and enforcing judgments in the face of actions by our management, directors or controlling shareholders than would shareholders of a corporation incorporated in a ~~jurisdiction~~United States jurisdiction. Under Bermuda law a director generally owes a fiduciary duty only to the company and not to the company's shareholders. Our shareholders may not have a direct course of action against our directors. In addition, Bermuda law does not provide a mechanism for our shareholders to bring a class action lawsuit under Bermuda law. Further, our bye-laws provide for the indemnification of our directors or officers against any liability arising out of any act or omission except for an act or omission constituting fraud, dishonesty or illegality.

Our executive offices, administrative activities and the majority of our assets are located outside the United States. In addition, most of our directors and officers are not resident in 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.

As at ~~March 27, 2014~~April 1, 2016, Hemen owned approximately ~~37%~~36% of our outstanding common shares. As a result of its ownership of our common shares, Hemen may influence our business, including the outcome of any vote of our shareholders. Hemen, and companies associated with Hemen, also currently beneficially own substantial stakes in Frontline, Golden Ocean, Seadrill (and indirectly its subsidiary NADL) and Deep Sea Supply Plc. The interests of Hemen may be different from your interests.

We are Ship Finance International Limited, a Bermuda-based company incorporated in Bermuda on October 10, 2003, as a Bermuda exempted company under the Bermuda Companies Law of 1981 (Company No. EC-34296). We are engaged primarily in the ownership and operation of vessels and offshore related assets, and also involved in the charter, purchase and sale of assets. 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 is +1 (441) 295-9500.

We operate through subsidiaries, partnerships and branches located in Bermuda, Cyprus, Malta, Liberia, Norway, Singapore, the United Kingdom and the Marshall Islands.

We are an international ship owning and chartering company with one of the largest asset bases across the maritime and offshore industries. As at ~~March 27, 2014~~April 1, 2016, our assets consist of 2216 oil tankers, ~~twelve drybulk~~22 dry bulk carriers, 1220 container vessels including one newbuilding, two car carriers, two jack-up drilling rigs, ~~three~~two ultra-deepwater drilling units, ~~six~~five offshore supply vessels, two chemical tankers and two ~~chemical~~newbuilding oil product tankers. Our oil tankers, chemical tankers and ~~chemical~~oil product tankers are all double-hull vessels.

Our customers currently include Frontline, Golden Ocean, Seadrill, ~~NADL,~~ Sinochem Shipping Co. Ltd. ("Sinochem"), China National Chartering Co Ltd ("Sinochart"), Heung-A Shipping Co. Ltd. ("Heung-A"), Hyundai Glovis Co. Ltd. ("Hyundai Glovis"), ~~Western Bulk~~Maersk Line A/S ("~~Western Bulk"~~Maersk"), Rudolf A. Oetker KG (“Hamburg Sü~~d Group, Maersk Line,~~d”), Hanjin Shipping ("Hanjin"), PT Apexindo Pratama Duta, Orient Overseas Container Line Ltd ("OOCL"), ~~MCC Transport Singapore Pte Ltd. ("MCC"), Oman Shipping Company S.A.O.C. ("Oman"),~~ MSC Mediterranean Shipping Company S.A. ("MSC") ~~and UFC. Our customers also currently include Deep Sea Supply Plc.~~, UFC and Deep Sea Supply BTG ~~B.V.~~AS ("Deep Sea Supply BTG"), which is a joint venture owned 50% by Deep Sea Supply Plc., or Deep Sea, and 50% by BTG Pactual Oil & Gas Empreendimentos e Particapacoes S.A., or BTG Pactual. ~~We refer to Deep Sea Supply Plc. and Deep Sea Supply BTG B.V. together as Deep Sea.~~

Our primary objective is to continue to grow our business through accretive acquisitions across a diverse range of marine and offshore asset classes. In doing so, our strategy is to generate stable and increasing cash flows by chartering our assets primarily under medium to long-term bareboat or time charters.

We were formed in 2003 as a wholly owned subsidiary of Frontline, a major operator of large crude oil tankers. ~~On May 28,~~In 2004, Frontline ~~announced the distribution of~~distributed 25% of our common shares to its ordinary shareholders in a partial spin off, and our common shares commenced trading on the New York Stock Exchange, or the NYSE, under the ticker symbol "SFL" on June 17, 2004. Frontline subsequently made six further dividends of our shares to its shareholders and its ownership in our Company is now less than one percent.

Since ~~January 2005,~~2004, we have diversified our asset base and now have ~~eight~~nine asset types, ~~comprising~~which comprises of crude oil tankers, oil product tankers, chemical tankers, container vessels, car carriers, ~~drybulk~~dry bulk carriers, jack-up drilling rigs, ultra-deepwater drilling units and offshore supply vessels.

~~Since 2006, we have sold all 18 of the non-double hull tankers we owned, and our tanker fleet now consists solely of double-hull vessels.~~

Most of our crude oil tankers are chartered to ~~the~~ Frontline ~~Charterers~~Shipping under longer term time charters that have remaining terms ~~that range~~ranging from four to 1311 years. ~~The~~ Frontline ~~Charterers,~~Shipping, in turn, ~~charter~~charters our vessels to third parties. ~~The~~Under the original charter agreements, the daily base charter rates payable to us ~~under the charters have been~~were fixed in advance and ~~will decrease~~decreased as our vessels ~~age.~~aged. In December 2011, in response to a restructuring of Frontline necessitated by an extended period of low charter rates for oil tankers and OBOs, amendments were made to the original charter agreements with Frontline Shipping and Frontline Shipping II Limited, or Frontline Shipping II, together the Frontline Charterers, relating to 28 double-hull vessels, whereby we received a compensation payment of $106 million and agreed to temporarily reduce by $6,500 per day the base charter rates payable on each vessel. The temporary reduction ~~applies~~originally applied from January 1, 2012, until December 31, ~~2015. Thereafter,~~2015, and thereafter the base charter rates ~~will~~were to revert to the ~~previously~~original agreed levels. For the duration of the temporary reduction, we ~~are~~were entitled to receive 100% of any excess above the reduced charter rates earned by the Frontline Charterers on our vessels, calculated annually on an average daily TCE basis and subject to a maximum excess of $6,500 per day per vessel. ~~Eight~~Amounts received under this arrangement were classified as "cash sweep" income.

In June 2015, further amendments were made to the charter agreements with the Frontline Charterers, whereby we agreed to reduce time charter rates from July 1, 2015, to fixed non-decreasing rates of $20,000 per day for each of the VLCCs and $15,000 per day for each of the Suezmax tankers until the charter expiry dates, which remain as in the original charters. The charters for three of the vessels were transferred from Frontline Shipping II to Frontline Shipping, which is now the charter counterpart for all of the vessels. As part of the amended agreement, Frontline was released from its guarantee obligations under the charters and in exchange a cash reserve of $2 million per vessel has been built up in Frontline Shipping as security for its obligations under the charters. As part compensation for the amendments to the charters, we received 55 million shares in Frontline. Since December 2011, fourteen vessels have been sold, ~~since December 2011,~~ including all of the ~~OBOs.~~OBOs, leaving 14 crude oil tankers currently chartered to Frontline Shipping. In February 2016, Frontline enacted a 1-for-5 reverse stock split and our shareholding in Frontline now consists of 11 million ordinary shares.

In addition to the base charter rates, ~~the~~with effect from July 1, 2015, Frontline ~~Charterers~~Shipping will pay us a profit sharing amount equal to ~~25%~~50% of the charter revenues they realize above ~~specified threshold levels, paid annually~~the revised fixed time charter rates, payable quarterly and calculated on an average daily TCE basis. Previously, upfrom January 1, 2012 to June 30, 2015, the profit sharing rate was 25% of the charter revenues realized above specified threshold levels, of which $50 million was prepaid in December 2011, and before that until December 31, 2011, ~~this~~the profit sharing rate was 20%. ~~In terms of~~The cash sweep arrangement, originally set to expire on December 31, 2015, was superseded by the agreement relating to the temporary reduction in base charter rates, of the $106 million compensation payment received, $50 million represents a non-refundable advance on profit sharing earnings relating to the 25% profit sharing agreement which took effect on Januaryamended agreements effective from July 1, ~~2012.~~2015.

We have also entered into agreements with Frontline Management to provide fixed rate operation and maintenance services for the vessels on time charter to the Frontline Charterers, and for administrative support services. These agreements enhance the predictability and stability of our cash flows, by fixing substantially all of the operating expenses of our crude oil tankers. As part of the amendments to the agreements made in June 2015, the fixed daily management fee per vessel payable to Frontline Management was increased from $6,500 per day to $9,000 per day with effect from July 1, 2015.

The charters for the two jack-up drilling rigs, ~~three~~two ultra-deepwater drilling units, five offshore supply vessels, two chemical tankers and 11 of the container vessels ~~(including the nine recently announced second hand vessels), six offshore supply vessels and two chemical tankers~~ are all on bareboat terms, under which the respective charterer ~~will bear~~bears all operating and maintenance expenses.

In the year ended December 31, ~~2013,~~2015, we disposed of the following vessels:

Our primary objectives are to profitably grow our business and increase long-term distributable cash flow per share by pursuing the following strategies:

The Frontline Charterers have been our principal customers since we were spun-off from Frontline in 2004. However, in 2008 we made substantial investments in offshore drilling units which are chartered to the Seadrill Charterers, and the percentage of our business attributable to the Frontline Charterers has decreased following the sale of several of the vessels chartered by them and the delivery and commencement of the charters of the drilling units. We anticipate that the percentage of our business attributable to both ~~the~~ Frontline ~~Charterers~~Shipping and the Seadrill Charterers will decrease as we continue to expand our business and our customer base.

We currently operate in several sectors of the shipping and offshore industry, including oil transportation, ~~drybulk~~dry bulk shipments, chemical transportation, oil product transportation, container transportation, car transportation, drilling rigs and offshore supply vessels.

The markets for international seaborne oil transportation services, ~~drybulk~~dry bulk transportation services, and container and car transportation services are highly fragmented and competitive. Seaborne oil transportation services are generally provided by two main types of operators: major oil companies or captive fleets (both private and state-owned) and independent shipowner fleets.

In addition, several owners and operators 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. Many major oil companies and other commodity carriers also operate their own vessels and use such vessels not only to transport their own cargoes but also to transport cargoes for third parties, in direct competition with independent owners and operators.

Container vessels and car carriers are generally operated by logistics companies, where the vessels are used as an integral part of their services. Therefore, container vessels and car carriers are typically chartered more on a period basis and single voyage chartering is less common. As the market has grown significantly over recent decades, we expect in the future to see more vessels chartered by logistics companies on a shorter term basis, particularly smaller vessels.

Our jack-up drilling rigs, ultra-deepwater drilling units and offshore supply vessels are chartered out on long-term charters to ~~contractors, and we are therefore not directly exposed to the short term fluctuation in these markets.~~contractors. Jack-up drilling rigs, ultra-deepwater drilling units and offshore supply vessels are normally chartered by oil companies on a shorter-term basis linked to area-specific well drilling or oil exploration activities, but there have also been longer period charters available when oil companies want to cover their longer term requirements for such vessels. Offshore supply vessels and ultra-deepwater ~~drillships and~~ semi-submersible drilling rigs are self-propelled, and can therefore easily move between geographic areas. Jack-up drilling rigs are not self-propelled, but it is common to move these assets over long distances on heavy-lift vessels. Therefore, the markets and competition for these rigs are effectively world-wide.

Competition for charters in all the above sectors is intense and is based upon price, location, size, age, condition and acceptability of the vessel/rig and its manager. Competition is also affected by the availability of other size vessels/rigs to compete in the trades in which we engage. Most of our existing vessels are chartered at fixed rates on a long-term basis and are thus not directly affected by competition in the short-term. However, tankers chartered to ~~the~~ Frontline ~~Charterers and drybulk~~Shipping, dry bulk carriers chartered to the Golden Ocean Charterer and two of our Handysize dry bulk carriers on short-term charter to UFC are subject to profit sharing agreements, which will be affected by competition experienced by the charterers.

Our business is affected by a number of risks, including mechanical failure, 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.

The insurance of our vessels which are chartered on a bareboat basis or on a time charter basis to Frontline Shipping and the ~~Frontline Charterers~~Golden Ocean Charterer is the responsibility of the bareboat charterers, Frontline Management or ~~Frontline~~Golden Ocean Management, respectively, who arrange insurance in line with standard industry practice. We are responsible for the insurance of our other time chartered and voyage chartered vessels. In accordance with standard 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. From time to time we carry insurance covering the loss of hire resulting from marine casualties in respect of some of 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 up to $1 billion per ~~tanker~~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.

A variety of governmental, quasi-governmental and private organizations subject our assets to both scheduled and unscheduled inspections. These organizations include the local port authorities, national authorities, harbor masters or equivalent, classification societies, flag states and charterers, terminal operators, oil companies and ~~drybulk~~dry bulk and commodity owners. Some of these entities require us to obtain permits, licenses and certificates for the operation of our assets. Our failure to maintain necessary permits or approvals could require us to incur substantial costs or temporarily suspend operation of one or more of the assets in our fleet.

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, particularly older tankers. Increasing environmental concerns have created a demand for tankers that conform to the stricter environmental standards. We are required to maintain operating standards for all of our vessels emphasizing operational safety, quality maintenance, continuous training of our officers and crews, and compliance with applicable local, national and international environmental laws and regulations. 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 the ultimate cost of complying with these requirements, or the impact of these requirements on the resale value or useful lives of our vessels. The IMO adopted the International Convention for the Control and Management of Ship's Ballast Water and Sediments Convention, or the BWM Convention, in February 2004, which when ratified will require investment in new equipment on board our vessels, but it is not possible to quantify the costs of such modifications at this time. In addition, a future serious marine incident that results in significant oil pollution or otherwise causes significant adverse environmental impact, such as the 2010 Deepwater Horizon oil spill in the Gulf of Mexico, could result in additional legislation or regulation that could negatively affect our profitability.

The laws and regulations discussed below may not constitute a comprehensive list of all such laws and regulations that are applicable to the operation of our vessels and drilling units.

The flag state, as defined by the United Nations Convention on the Law of the Sea, is responsible for implementing and enforcing a broad range of international maritime regulations with respect to all ships granted the right to fly its flag. The "Shipping Industry Guidelines on Flag State Performance" evaluates flag states based on factors such as sufficiency of infrastructure, ratification, implementation and enforcement of principal international maritime treaties, supervision of surveys, casualty investigations, compliance with International Labour Organization reporting, and participation at ~~International Maritime Organization~~IMO meetings. Our vessels are flagged in Liberia, ~~Singapore,~~ the Bahamas, Cyprus, Malta, the Marshall Islands, Panama, Hong Kong, and Norway.

The United Nations' International Maritime Organization, or the IMO, has adopted the International Convention for the Prevention of Marine Pollution from Ships, 1973, as modified by the Protocol of 1978 relating thereto, collectively referred to as MARPOL 73/78, or MARPOL. MARPOL Annexes I and ~~herein as "MARPOL". MARPOL~~II entered into force on October 2, ~~1983. It has~~1983 and have been adopted by over 150 nations, including many of the jurisdictions in which our vessels operate. MARPOL sets forth pollution prevention requirements applicable to all vessels, and is broken into six Annexes, each of which regulates a different source of pollution. Annex I relates to oil leakage or ~~spilling;~~spill; Annexes II and III relate to harmful substances carried in liquid bulk or packaged form, respectively; Annexes IV and V relate to sewage and garbage management, respectively; and lastly, Annex VI relates to air emissions. Annex VI was separately adopted by the IMO in September 1997.

~~In December 2003, the Marine Environmental Protection Committee of the IMO, or MEPC, adopted amendments to Annex I of the MARPOL Convention, which became effective in April 2005. The amendments:~~

In September 1997, the IMO adopted Annex VI to MARPOL to address air pollution. Effective May 2005, Annex VI sets limits on nitrogen oxide emissions from ships whose diesel engines were constructed, or underwent major conversions, on or after January 1, 2000. It also prohibits "deliberate emissions" of "ozone depleting substances", defined to include certain halons and chlorofluorocarbons. "Deliberate emissions" are not limited to times when the ship is at sea; they can for example include discharges occurring in the course of the ship's repair and maintenance. Also prohibited is the emission of "volatile organic compounds" from certain tankers, and the shipboard incineration of certain substances, such as polychlorinated biphenyls, ~~(PCBs),~~ using incinerators installed after January 1, 2000. Annex VI also includes a global cap on the sulphur content of fuel oil and allows for special areas to be established with more stringent controls on sulfur emissions, known as Emission Control Areas , or ECAs.

The MEPC adopted amendments to Annex VI on October 10, 2008, which entered into force on July 1, 2010. The amended Annex VI seeks to further reduce air pollution by, among other things, implementing a progressive reduction of the amount of sulfur contained in any fuel oil used on ships. As of January 1, 2012, the amended Annex VI requires that fuel oil contain no more than 3.50% sulfur, a reduction from the previous cap of 4.50%. By January 1, 2020, sulfur content must not exceed 0.50%, subject to a feasibility review to be completed no later than 2018.

Sulfur content standards are even stricter within certain ECAs. As of ~~July~~January 1, ~~2010,~~2015, ships operating within an ECA may not use fuel with sulfur content in excess of ~~1.00% (a reduction from the previous cap of 1.50%), which is further reduced to~~ 0.10% ~~on January 1, 2015.~~. The Baltic Sea and the North Sea have been designated ECAs, and ~~Amended~~amended Annex VI establishes procedures for designating new ECAs. Effective August 1, 2012, certain coastal areas of North America were designated ECAs, and effective January 1, 2014, the United States Caribbean Sea was designated an ECA. Ocean-going vessels in these areas will be subject to stringent emissions controls, which may cause us to incur additional costs. If other ECAs are approved by the IMO, or other new or more stringent requirements relating to emissions from marine diesel engines or port operations by vessels are adopted by the EPA, or the states where we operate, compliance with these regulations could entail significant capital expenditures or otherwise increase the costs of our operations.

Amended Annex VI also establishes new tiers of stringent nitrogen oxide emissions standards for new marine engines, depending on their date of installation. The EPA promulgated equivalent, and in some cases stricter, emissions standards in 2009.

As of January 1, 2010, the Directive 2005/33/EC of the European Parliament and of the Council of July 6, 2005, amending Directive 1999/32/EC, came into force. The objective of the directive is to reduce emission of sulfur dioxide and particulate matter caused by the combustion of certain petroleum derived fuels. The directive imposes limits on the sulfur content of such fuels as a condition of their use within a Member State territory. As of January 1, 2010, marine fuels used by inland waterway vessels and ships at berth in ports in EU countries must have a maximum sulfur content of 0.10% by mass. On July 15, 2011, the European Commission adopted a proposal for an amendment of Directive 1999/32/EC which would align requirements with those imposed by the revised MARPOL Annex VI which introduced stricter sulfur limits. Directive 2012/33/EU, also amending Directive 1999/32//EC, was published in the Official Journal of the European Union on November 17, 2012. The deadline for bringing member states' legislation into compliance iswas June 18, 2014, and the amended sulfur directive ~~will enter~~entered into force on January 1, 2015.

The IMO ~~also~~has adopted the International Convention for the Safety of Life at Sea, or SOLAS, and the International Convention on Load Lines, or LL Convention, which impose a variety of standards that regulate the design and operational features of ships. The IMO periodically revises the SOLAS and LL Convention standards, and amendments to SOLAS made in May 2012 entered into force on January 1, 2014. The Convention on Limitation of Liability for Maritime Claims, ~~or LLMC,~~ was recently amended and the amendments ~~are expected to go into effect~~became effective on June 8, 2015. The amendments alter the limits of liability for loss of life or personal injury claims and property claims against ship-owners.

The operation of our ships is also affected by the requirements contained in Chapter IX of SOLAS, which sets forth the IMO's International Management Code for the Safe Operation of Ships and Pollution Prevention, or the ISM Code. The ISM Code requires ship owners and bareboat charterers to develop and maintain an extensive "Safety Management System", or SMS, that includes the adoption of a safety and environmental protection policy, setting forth instructions and procedures for safe operation and describing procedures for dealing with emergencies. We intend to rely upon the safety management system that the appointed ship managers have developed.

The ISM Code requires that vessel operators obtain a Safety Management Certificate, or SMC, for each vessel they operate. This certificate evidences compliance by a vessel's operators with the ISM Code requirements for a SMS. No vessel can obtain a SMC under the ISM Code unless its manager has been awarded a "Document of Compliance", or DOC, issued in most instances by the vessel's flag state. As of the date of this report, our appointed ship managers have obtained DOCs for their office and SMCs for all of our vessels for which such certificates are required by the IMO, and these are renewed as required.

Non-compliance with the ISM Code or other IMO regulations may subject the ship owner or bareboat charterer to increased liability, lead to loss of or decreases in available insurance coverage for affected vessels, and result in the denial of access to, or detention in, some ports. As of the date of this report, each of our vessels is ISM Code certified. However, there can be no assurance such certificates will be maintained.

The IMO adopted ~~the 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. The BWM Convention will not become effective until 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~~the BWM Convention has not yet been ~~sufficient adoption of this standard for it~~ratified but proposals regarding implementation have recently been submitted to ~~take force, but it is close.~~the IMO. Many of the implementation dates ~~originally written~~ in the BWM Convention have already passed, so that once it enters into force the period for installation of mandatory ballast water exchange requirements would be extremely short, with several thousand ~~vessels~~ships each year needing to install ballast water management systems, ~~(BWMS).~~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", and allows for the installation of a BWMS on such vessels at the first renewal survey following entry into ~~force.~~force of the convention. Furthermore, in October 2014 the MEPC met and adopted additional resolutions concerning the BWM Convention's implementation. Once mid-ocean ballast exchange or ballast water treatment requirements become mandatory, the cost of compliance could increase for ocean ~~carriers.~~carriers 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 alternative measure, and to comply with certain reporting requirements. Although we do not believe that the costs of such compliance would be material, it is difficult to predict the overall impact of such requirements on our operations.

The IMO has negotiated international conventions that impose liability for pollution in international waters and the territorial waters of the signatories to such conventions. For example, the IMO has adopted the International Convention on Civil Liability for Oil Pollution Damage of 1969, as amended by Protocols in 1976, 1984 and 1992, and further amended in 2000, or the CLC (of which the United States is not a party). Under the CLC and depending on whether the country in which the damage results is a party to the 1992 Protocol to the CLC, a vessel's registered owner is strictly liable for pollution damage caused in the territorial waters of a contracting state by discharge of persistent oil, subject to certain exceptions. The 1992 Protocol changed certain limits on liability, expressed using the International Monetary Fund currency unit of Special Drawing Rights. The limits on liability have since been amended so the compensation limits on liability were raised. The right to limit liability is forfeited under the CLC where the spill is caused by the ship-owner's personal fault, and under the 1992 Protocol where the spill is caused by the ship-owner's personal act or omission by intentional or reckless conduct, where the ship-owner knew pollution damage would probably result. A state that is a party to the CLC may not allow a ship under its flag to trade unless that ship has a certificate of insurance or something equivalent. In jurisdictions where the CLC has not been adopted, various legislative schemes or common law govern, and liability is imposed either on the basis of fault or in a manner similar to that of the CLC. The CLC requires ships covered by it to maintain insurance covering the liability of the owner in a sum equivalent to an owner's liability for a single incident. We believe that our insurance will cover the liability under the plan adopted by the IMO.

The IMO has adopted the International Convention on Civil Liability for Bunker Oil Pollution Damage of 2001, or the Bunker Convention, to impose strict liability on ship-owners for pollution damage in jurisdictional waters of ratifying states caused by discharges of bunker fuel. The Bunker Convention requires registered owners of ships over 1,000 gross tons to maintain insurance for pollution damage in an amount equal to the limits of liability under the applicable national or international limitation regime (but not exceeding the amount calculated in accordance with the Convention on Limitation of Liability for Maritime Claims of 1976, as amended). With respect to non-ratifying states, liability for spills or releases of oil carried as fuel in ships' bunkers is typically determined by the national or other domestic laws in the jurisdiction where the events or damages occur.

The IMO continues to review and introduce new conventions, laws and regulations. ItAlthough it is difficult to accurately predict what additional regulations, if any, may be passed by the IMO in the future and what effect, if any, such additional regulations ~~might~~may have on our operations, they could limit our ability to do business and have a material adverse effect on our business and results of operations.

Under OPA, vessel owners and operators are "responsible parties" and are jointly, severally and strictly liable (unless the spill results solely from the act or omission of a third party, other than an agent or employee of, or a person acting pursuant to a contractual relationship with, the responsible party, an act of God or an act of war) for all containment and clean-up costs and other damages arising from discharges or threatened discharges of oil from their vessels. OPA contains statutory caps on liability and damages, which include:

OPA limits the liability of responsible parties with respect to single-hull tankers over 3,000 gross tons to the greater of ~~$3,200~~$3,500 per gross ton or ~~$23,496,000,~~$25,845,600, while for all other tankers over 3,000 gross tons the liability is limited to the greater of ~~$2,000~~$2,200 per gross ton or ~~$17,088,000.~~$18,796,800. For non-tank vessels, such as ~~drybulk~~dry bulk carriers, liability is limited to the greater of ~~$1,000~~$1,100 per gross ton or ~~$854,400,~~$939,800, subject to periodic adjustment for inflation. For offshore facilities, except deepwater ports, liability is capped at the total of all removal costs plus $75 million. These limits of liability do not apply if an incident was proximately caused by the violation of an applicable U.S. federal safety, construction or operating regulation by a responsible party, or its agent, employee or a person acting pursuant to a contractual relationship with the responsible party, or by 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 Pollution Act (Section 311 (c) and (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. Some states have enacted legislation providing for unlimited liability for discharge of pollutants within their waters, which may include charterers and cargo owners and operators of vessels.

The 2010 Deepwater Horizon oil spill in the Gulf of Mexico may also result in additional regulatory initiatives or statutes, including the raising of liability caps under OPA. For example, on August 15, 2012, the U.S. Bureau of Safety and Environment Enforcement, or the BSEE, released a final drilling safety rule for offshore oil and gas operations that strengthens the requirements for safety equipment, well control systems, and blowout prevention practices. In April 2015, it was announced that new regulations are expected to be imposed in the United States relating to offshore oil and gas drilling, and in December 2015, the BSEE announced a new pilot inspection program for offshore facilities. 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. Additional legislation or regulations applicable to the operation of our vessels that may be implemented in the future could adversely affect our business.

CERCLA contains a similar liability regime whereby owners and operators of vessels are liable for cleanup, removal and remedial costs, as well as damages 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 non-contractual 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 both require owners and operators of vessels to establish and maintain with the ~~U.S. Coast Guard, or~~ USCG evidence of financial responsibility sufficient to meet the maximum amount of liability to which the particular responsible person may be subject. 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 relating to the vessel with the greatest maximum liability. 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. We comply with the USCG's financial responsibility regulations by ~~providing~~procuring a ~~certificate~~Certificate of ~~responsibility evidencing self-insurance.~~Financial Responsibility provided by Maritime Insurance Solutions Ltd.

We have and expect to maintain pollution liability insurance coverage in the amount of $1 billion per incident for each of our vessels. If the damages from a catastrophic spill were to exceed our insurance coverage, it could have a material adverse effect on our business, financial condition, results of operations and cash flows.

Owners or operators of vessels and facilities operating in the waters of the United States must file vessel and facility response plans with the USCG, and their vessels and facilities are required to operate in compliance with their USCG approved plans. These response plans must, among other things, describe response activities for a discharge, identify response resources, describe crew training and drills, and identify a qualified individual with full authority to implement removal actions.

We have obtained vessel response plans approved by the USCG for our vessels operating in the waters of the ~~U.S.~~United States.

The U.S. Clean Air Act of 1970, including its amendments of 1977 and 1990, or the CAA, requires the EPA to promulgate standards applicable to emissions of volatile organic compounds and other air contaminants. Our vessels are subject to vapor control and recovery requirements for certain cargoes when loading, unloading, ballasting, cleaning and conducting other operations in regulated port areas. Our vessels that operate in such port areas with restricted cargoes are equipped with vapor recovery systems that satisfy these requirements. The CAA also requires states to draft State Implementation Plans, or SIPs, designed to attain national health-based air quality standards in each state. Although state-specific, SIPs may include regulations relating to emissions resulting from vessel loading and unloading operations by requiring the installation of vapor control equipment. As indicated above, our vessels operating in covered port areas are already equipped with vapor recovery systems that satisfy these existing requirements.

Our vessels carry cargoes to U.S. waters regularly, and we believe that all of our vessels are suitable to meet OPA and other U.S. environmental requirements and that they would also qualify for trade if chartered to serve U.S. ports.

In October 2009, the European Union, or 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 if the discharges individually or in 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 directive applies to all types of vessels irrespective of their flag, but certain exceptions apply to warships or where human safety or that of the ship is in danger.

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, flag, and 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.

Currently, emissions of greenhouse gases from 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 United Nations Convention on Climate Change conference held in Paris in 2015 did not result in an agreement that directly limits greenhouse gas emissions for ships.

As of January 1, 2013, all ships must comply with mandatory requirements adopted by the ~~IMO's Marine Environmental Protection Committee, or~~ MEPC in July 2011, relating to greenhouse gas emissions. All ships are now required to follow the ~~Ship Energy Efficiency Management Plans, or~~ SEEMP, and the minimum energy efficiency levels per capacity mile outlined in the ~~Energy Efficiency Design Index, or EEDL, applies~~EEDI apply to all new ships. These requirements could cause us to incur additional compliance costs. The IMO is planning to implement market-based mechanisms to reduce greenhouse gas emissions from ships at an upcoming MEPC session. The ~~European Union~~E.U. has indicated that it intends to propose an expansion of the existing ~~European Union~~E.U. emissions trading scheme to include emissions of greenhouse gases from marine vessels, and in January 2012 the ~~European Commission~~E.U. launched a public consultation on possible measures to reduce greenhouse gas emissions from ships. In April ~~2013, the E.U. Parliament rejected proposed changes to the E.U. Emissions Law regarding carbon trading. In June 2013, the European Commission developed~~2015, a ~~strategy to integrate maritime emissions into the overall E.U. strategy to reduce greenhouse gas emissions. If the strategy is~~regulation was adopted ~~by the European Parliament and Council,~~requiring large ~~vessels using~~ships (over 5,000 gross tons) calling at E.U. ports ~~would be required~~from January 2018 to ~~monitor, report~~collect and ~~verify their~~publish data on carbon dioxide emissions ~~beginning in January 2018. In December 2013, the E.U. environmental ministers discussed draft rules to implement monitoring~~ and ~~reporting of carbon dioxide emissions from ships.~~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 large stationary sources. Although the mobile source emissions regulations do not apply to greenhouse gas emissions from vessels, such regulation of vessels is foreseeable, and the EPA has in recent years received petitions from the California Attorney General and various environmental groups seeking such regulation. Any passage of climate control legislation or other regulatory initiatives adopted by the IMO, ~~European Union,~~the E.U., the United States or other countries where we operate, or any treaty adopted at the international level to succeed the Kyoto Protocol, 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.

The International Labour Organization, ~~or ILO,~~which is a specialized agency of the ~~UN. The ILO~~United Nations, has adopted the Maritime Labour Convention 2006, or the MLC 2006. A Maritime Labour Certificate and a Declaration of Maritime Labour Compliance will be 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, and requires us to develop new procedures to ensure full compliance with its requirements. Our ~~P&I clubs~~Protection & Indemnity Clubs have, with effect from August 20, 2013, amended their insurance policies to cover elements from MLC 2006, including but not limited to the repatriation of crew and other crew social security provisions.

Our offshore drilling units are subject to many of the above environmental laws and regulations relating to vessels, but are also subject to laws and regulations focused on offshore drilling operations. We may incur costs to comply with these revised standards.

Rigs ~~and drillships~~ must comply with MARPOL limits on sulfur oxide and nitrogen oxide emissions, chlorofluorocarbons, and the discharge of other air pollutants, except that the MARPOL limits do not apply to emissions that are directly related to drilling, production, or processing activities. As of January 1, 2013, MARPOL made mandatory certain measures relating to energy efficiency for new ships, including the requirement that all new ships utilize the EEDI and the SEEMP.

Our drilling units are subject not only to MARPOL regulation of air emissions, but also to the Bunker Convention's strict liability for pollution damage caused by discharges of bunker fuel in jurisdictional waters of ratifying states. We believe that all of our drilling units are currently compliant in all material respects with these regulations.

Furthermore, any ~~drillships~~drilling units that we may operate in United States waters, including the U.S. territorial sea and the 200 nautical mile exclusive economic zone around the United States, would have to comply with OPA and CERCLA requirements, among others, that impose liability (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 discharges of oil or other hazardous substances, other than discharges related to drilling.

The U.S. Bureau of Ocean Energy Management, or BOEM, periodically issues guidelines for rig fitness requirements in the Gulf of Mexico and may take other steps that could increase the cost of operations or reduce the area of operations for our units, thus reducing their marketability. Implementation of BOEM guidelines or regulations may subject us to increased costs or limit the operational capabilities of our units, and could materially and adversely affect our operations and financial condition.

In addition to the MARPOL, OPA and CERCLA requirements described above, our international offshore drilling operations are subject to various laws and regulations in countries in which we operate, including laws and regulations relating to the importation of and operation of drilling units and equipment, currency conversions and repatriation, oil and gas exploration and development, environmental protection, taxation of offshore earnings and earnings of expatriate personnel, the use of local employees and suppliers by foreign contractors, and duties on the importation and exportation of drilling units and other equipment. New environmental or safety laws and regulations could be enacted, which could adversely affect our ability to operate in certain jurisdictions. Governments in some countries have become increasingly active in regulating and controlling the ownership of concessions and companies holding concessions, the exploration for oil and gas, and other aspects of the oil and gas industries in their countries. In some areas of the world, this governmental activity has adversely affected the amount of exploration and development work done by major oil and gas companies and may continue to do so. Operations in less developed countries can be subject to legal systems that are not as mature or predictable as those in more developed countries, which can lead to greater uncertainty in legal matters and proceedings. Implementation of new environmental laws or regulations that may apply to ultra-deepwater drilling units may subject us to increased costs or limit the operational capabilities of our drilling units and could materially and adversely affect our operations and financial condition.

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. Maritime Transportation Security Act of 2002, or 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 Facility Security Code, or the ISPS Code. The ISPS Code is designed to enhance the security of ports and ships against terrorism. ~~Amendments to SOLAS Chapter VII, made mandatory in 2004, apply to vessels transporting dangerous goods and require those vessels to comply with the International Maritime Dangerous Goods 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 various requirements are:

The USCG, intended to align with international maritime security standards, ~~exempt~~exempts from MTSA vessel security measures non-U.S. 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 have implemented the various security measures addressed by MTSA, SOLAS and the ISPS Code, and our fleet is in compliance with applicable security requirements.

For maintenance of the class certification, regular and extraordinary surveys of hull and machinery, including the electrical plant and any special equipment classed, are required to be performed as follows:

All areas subject to survey as defined by the classification society are required to be surveyed at least once per class period, unless shorter intervals between surveys are prescribed elsewhere. The period between two subsequent surveys of each area must not exceed five years.

Most of our vessels are chartered at fixed rates on a long-term basis and seasonal factors do not have a significant direct effect on our business. Our tankers on charter to Frontline Shipping and our dry bulk carriers on charter to the ~~Frontline Charterers~~Golden Ocean Charterer are subject to ~~cash sweep and~~ profit sharing agreements and to the extent that seasonal factors affect the profits of the charterers of these vessels we will also be affected. However, any cash sweep and profit sharing receivables relating to the Frontline Charterers are paid annually and the effects of seasonality will be limited to the timing of our cash sweep and profit sharing revenues. FourTwo of our Handysize ~~drybulk~~dry bulk carriers currently employed under short-term charters to UFC are also subject to agreements for profit sharing payable at the expiry of their respective charters, and the effects of seasonality will be limited to the timing of these profit sharing revenues.

See Exhibit 8.1 for a list of our significant subsidiaries.

We own a substantially modern fleet of vessels. The following table sets forth the fleet that we own or have contracted for delivery as of ~~March 27, 2014~~April 1, 2016. All of the VLCCs, Suezmaxes, product tankers and chemical tankers are double-hull vessels.



	Approximate			Lease	Charter Termination
Vessel	Built	Dwt.	Flag	Classification	Date
VLCCs
Front Century	1998	311,000	MI	Capital lease	2021
Front Vanguard	1998	300,000	MI	Capital lease	2021
Front Circassia	1999	306,000	MI	Capital lease	2021
Front Scilla	2000	303,000	MI	Capital lease	2023
Front Ariake	2001	299,000	BA	Capital lease	2023
Front Serenade	2002	299,000	LIB	Capital lease	2024
Front Hakata	2002	298,500	BA	Capital lease	2025
Front Stratus	2002	299,000	LIB	Capital lease	2025
Front Falcon	2002	309,000	BA	Capital lease	2025
Front Page	2002	299,000	LIB	Capital lease	2025
Front Energy	2004	305,000	MI	Capital lease	2027
Front Force	2004	305,000	MI	Capital lease	2027

Suezmaxes
Front Ardenne	1997	153,000	MI	Capital lease	2020
Front Brabant	1998	153,000	MI	Capital lease	2021
Glorycrown	2009	156,000	MI	n/a	n/a	(4	)
Everbright	2010	156,000	MI	n/a	n/a	(4	)

Product Tankers
Hull 5015 (NB)	2017	114,000	n/a	n/a	2024
Hull 5016 (NB)	2017	114,000	n/a	n/a	2024

Chemical Tankers
Maria Victoria V	2008	17,000	PAN	Operating lease	2018	(1	)
SC Guangzhou	2008	17,000	PAN	Operating lease	2018	(1	)

Capesize Dry Bulk Carriers
Belgravia	2009	170,000	MI	Operating lease	2025	(1	)
Battersea	2009	170,000	MI	Operating lease	2025	(1	)
Golden Magnum	2009	180,000	HK	Operating lease	2025	(1	)
Golden Beijing	2010	176,000	HK	Operating lease	2025	(1	)
Golden Future	2010	176,000	HK	Operating lease	2025	(1	)
Golden Zhejiang	2010	176,000	HK	Operating lease	2025	(1	)
Golden Zhoushan	2011	176,000	HK	Operating lease	2025	(1	)
KSL China	2013	180,000	MI	Operating lease	2025	(1	)

Kamsarmax Dry Bulk Carriers
Sinochart Beijing	2012	82,000	HK	Operating lease	2022
Min Sheng 1	2012	82,000	HK	Operating lease	2022

Approximate Lease Charter Termination
Vessel Built Dwt. Flag Classification Date
VLCCs
Front Century 1998 311,000
MI Capital lease 2021
Front Vanguard 1998 300,000
MI Capital lease 2021
Front Circassia 1999 306,000
MI Capital lease 2021
Front Opalia 1999 302,000
MI Capital lease 2022
Front Comanche 1999 300,000
LIB Capital lease 2022
Front Commerce 1999 300,000
LIB Capital lease 2022
Front Scilla 2000 303,000
MI Capital lease 2023
Front Ariake 2001 299,000
BA Capital lease 2023
Front Serenade 2002 299,000
LIB Capital lease 2024
Front Hakata 2002 298,500
BA Capital lease 2025
Front Stratus 2002 299,000
LIB Capital lease 2025
Front Falcon 2002 309,000
BA Capital lease 2025
Front Page 2002 299,000
LIB Capital lease 2025
Front Energy 2004 305,000
CYP Capital lease 2027
Front Force 2004 305,000
MI Capital lease 2027

Suezmaxes

Front Glory 1995 150,000
MI Capital lease 2018
Front Splendour 1995 150,000
MI Capital lease 2019
Front Ardenne 1997 153,000
MI Capital lease 2020
Front Brabant 1998 153,000
MI Capital lease 2021
Mindanao 1998 159,000
SG Capital lease 2021
Glorycrown 2009 156,000
HK n/a (5 )
Everbright 2010 156,000
HK n/a (5 )

Chemical Tankers

Maria Victoria V 2008 17,000
PAN Operating lease 2018 (1 )
SC Guangzhou 2008 17,000
PAN Operating lease 2018 (1 )

Handysize Drybulk Carriers

SFL Spey 2011 34,000
HK Operating lease 2014 (5 )
SFL Medway 2011 34,000
HK Operating lease 2014 (5 )
SFL Trent 2012 34,000
HK Operating lease 2014 (5 )
SFL Kent 2012 34,000
HK Operating lease 2014 (5 )
Western Australia 2012 32,000
HK Operating lease 2015
Western Houston 2012 32,000
HK Operating lease 2015
Western Copenhagen 2013 32,000
HK Operating lease 2016




Handysize Dry Bulk Carriers
SFL Spey	2011	34,000		HK	Operating lease	2016	(4	)
SFL Medway	2011	34,000		HK	Operating lease	2016	(4	)
SFL Trent	2012	34,000		HK	Operating lease	2016	(4	)
SFL Kent	2012	34,000		HK	Operating lease	2016	(4	)
SFL Tyne (ex Western Australia)	2012	32,000		HK	Operating lease	2016	(4	)
SFL Clyde (exWestern Houston)	2012	32,000		HK	Operating lease	2016	(4	)
SFL Dee (exWestern Copenhagen)	2013	32,000		HK	Operating lease	2016	(4	)

Supramax Dry Bulk Carriers
SFL Hudson	2009	57,000		MI	Operating lease	2020
SFL Yukon	2010	57,000		HK	Operating lease	2018
SFL Sara	2011	57,000		HK	Operating lease	2019
SFL Kate	2011	57,000		HK	Operating lease	2021
SFL Humber	2012	57,000		HK	Operating lease	2022

Container vessels
MSC Margarita	2001	5,800	TEU	LIB	Operating lease	2019	(1	)
MSC Vidhi	2002	5,800	TEU	LIB	Operating lease	2019	(1	)
MSC Vaishnavi R.	2002	4,100	TEU	LIB	Operating lease	2019	(1	)
MSC Julia R.	2002	4,100	TEU	LIB	Operating lease	2019	(1	)
MSC Arushi R.	2002	4,100	TEU	LIB	Operating lease	2019	(1	)
MSC Katya R. (ex Santa Rebecca)	2002	4,100	TEU	LIB	Operating lease	2019	(1	)
MSC Anisha R. (ex Santa Rafaela)	2002	4,100	TEU	LIB	Operating lease	2020	(1	)
MSC Vidisha R. (ex Santa Roberta)	2002	4,100	TEU	LIB	Operating lease	2020	(1	)
MSC Zlata R. (ex Santa Ricarda)	2002	4,100	TEU	LIB	Operating lease	2020	(1	)
SFL Europa	2003	1,700	TEU	MI	Operating lease	2016	(4	)
Heung-A Green	2005	1,700	TEU	MAL	Operating lease	2020	(1	)
Green Ace	2005	1,700	TEU	MAL	Operating lease	2020	(1	)
SFL Avon	2010	1,700	TEU	MI	Operating lease	2016	(4	)
San Felipe	2014	8,700	TEU	MI	Operating lease	2021
San Felix	2014	8,700	TEU	MI	Operating lease	2021
San Fernando	2015	8,700	TEU	MI	Operating lease	2022
San Francisca	2015	8,700	TEU	MI	Operating lease	2022
Maersk Sarat	2015	9,500	TEU	LIB	Operating lease	2020
Maersk Skarstind	2016	9,500	TEU	LIB	Operating lease	2021
Maersk Shivling (NB)	2016	9,300	TEU	LIB	Operating lease	2021

Car Carriers
Glovis Composer	2005	6,500	CEU	HK	Operating lease	2017
Glovis Conductor	2006	6,500	CEU	PAN	Operating lease	2017

Jack-Up Drilling Rigs
Soehanah	2007	375	ft.	PAN	Operating lease	2018	(1	)
West Linus	2014	450	ft.	NOR	Capital lease	2029	(1	)

Supramax Drybulk Carriers

SFL Hudson 2009 57,000
HK Operating lease 2020
SFL Yukon 2010 57,000
HK Operating lease 2018
SFL Sara 2011 57,000
HK Operating lease 2019
SFL Kate 2011 57,000
HK Operating lease 2021
SFL Humber 2012 57,000
HK Operating lease 2022

Container vessels

MSC Margarita 2001 5,800
TEU LIB n/a 2019
MSC Vidhi 2002 5,800
TEU LIB n/a 2019
MSC Vaishnavi 2002 4,100
TEU LIB n/a 2019
TBN/ MSC Julia 2002 4,100
TEU n/a n/a 2019 (7 )
TBN/ MSC Rochelle 2002 4,100
TEU n/a n/a 2019 (7 )
TBN/ MSC Arushi 2002 4,100
TEU n/a n/a 2019 (7 )
TBN/ MSC Julia 2002 4,100
TEU n/a n/a 2020 (7 )
Santa Ricarda 2002 4,100
TEU n/a n/a 2020 (7 )
Santa Rafaela 2002 4,100
TEU n/a n/a 2020 (7 )
SFL Europa 2003 1,700
TEU MI Operating lease 2014 (5 )
Heung-A Green 2005 1,700
TEU MAL Operating lease 2020 (1 )
Green Ace 2005 1,700
TEU MAL Operating lease 2020 (1 )
SFL Hunter 2006 2,800
TEU MI n/a (5 )
SFL Hawk 2007 2,800
TEU MI Operating lease 2014 (5 )
SFL Falcon 2007 2,800
TEU MI Operating lease 2014 (5 )
SFL Eagle 2007 2,800
TEU MI Operating lease 2014 (5 )
SFL Tiger 2006 2,800
TEU MI Operating lease 2014 (5 )
SFL Avon 2010 1,700
TEU MI Operating lease 2014 (5 )
Hull SSY S-1222 (NB) (6) 2014 4,800
TEU n/a n/a 2021 (4 )
Hull SSY S-1223 (NB) (6) 2014 4,800
TEU n/a n/a 2021 (4 )
Hull DSME H-4283 (NB) 2014 8,700
TEU n/a n/a 2021 (4 )
Hull DSME H-4284 (NB) 2014 8,700
TEU n/a n/a 2021 (4 )
Hull DSME H-4285 (NB) 2014 8,700
TEU n/a n/a (8 )
Hull DSME H-4286 (NB) 2015 8,700
TEU n/a n/a (8 )

Car Carriers
Glovis Composer 2005 6,500
CEU HK Operating lease 2017
Glovis Conductor 2006 6,500
CEU PAN Operating lease 2017

Jack-Up Drilling Rigs
Soehanah 2007 375
ft PAN Operating lease 2018 (1 )
West Linus 2014 450
ft NOR Capital lease 2029 (1 )

Ultra-Deepwater Drill Units
West Polaris 2008 10,000
ft PAN Capital lease 2023 (1 )
West Hercules 2008 10,000
ft PAN Capital lease 2023 (1 )
West Taurus 2008 10,000
ft PAN Capital lease 2023 (1 )

Key to Flags: BA – Bahamas, CYP - Cyprus, MAL – Malta, HK – Hong Kong, LIB - Liberia, MI - Marshall Islands, PAN – Panama, ~~SG - Singapore,~~ NOR - Norway.

Notes:

Substantially, all of the above vessels and rigs are pledged under mortgages, excluding three of the ~~two~~ 1,700 ~~TEU container vessels built in 2005, the seven 4,100~~ TEU container vessels and the newbuilding vessels not yet delivered.

In addition to the above vessels and rigs owned by us, we have entered into agreements to charter-in two ~~5,800~~18,000-20,000 TEU ~~container vessels. Additionally, the four~~ newbuilding ~~8,700 TEU~~ container vessels ~~currently under construction~~on a long-term bareboat basis when they are ~~not pledged under mortgages.~~delivered from the shipyard in 2016 and 2017, respectively.

Other than our interests in the vessels and drilling units described above, we do not own any material physical properties. We lease office space in Oslo from Frontline Management and in London from ~~Golar LNG~~Arcadia Petroleum Limited, both related parties.

~~None~~None.

The following discussion should be read in conjunction with Item 33. "Selected Financial Data", Item 44. "Information on the Company" and our audited consolidated financial statements and notes thereto included herein.

Following our spin-off from Frontline and the purchase of our original fleet in 2004, we have established ourselves as a leading international maritime asset-owning company with one of the largest asset bases across the maritime and offshore industries. A full fleet list is provided in Item 4.D "Information on the Company" showing the assets that we currently own and charter to our customers.

The above table includes two 13,800 TEU container vessels which were chartered-in ~~throughout 2011, 2012 and 2013, but which are no longer chartered-in following~~until the ~~termination~~first quarter of 2014, when the chartering arrangements ~~in January and March 2014.~~were terminated.

~~The following deliveries have taken place or are scheduled to take place after December 31, 2013:~~

Principal factors that have affected our results since 2004, and are expected to affect our future results of operations and financial position, include:

Our revenues derive primarily from our long-term, fixed-rate charters. Most of the vessels that we acquired from Frontline are chartered to ~~the~~ Frontline ~~Charterers~~Shipping under long-term time charters that are generally accounted for as direct financing leases. On December 30, 2011, amendments were made to the charter agreements with the Frontline Charterers relating to 28 double-hull vessels, all of which were accounted for as direct financing leases. Four of these vessels were sold in 2012, ~~and a further~~another four were sold in ~~2013.~~2013, and a further three sold in 2014. In terms of the amended agreements, we received a compensation payment of $106 million and agreed to a $6,500 per day reduction in the time charter rate for each vessel for the four year period from January 1, 2012, to December 31, 2015. Thereafter, the charter rates were to revert to the previously agreed daily amounts. The leases were amended to reflect the compensation payment received and the reduction in future minimum lease payments to be received. The amendments ~~affect~~affected direct financing lease interest income from January 1, 2012, onwards.

On June 5, 2015, further amendments were made to the charter agreements with the Frontline Charterers, relating to the 17 remaining vessels, which following the amendments are all chartered to Frontline Shipping. The amendments, which are effective from July 1, 2015, and do not affect the duration of the charters, include reductions in the daily time-charter rates to $20,000 per day for VLCCs and $15,000 per day for Suezmax tankers. As consideration for the agreed amendments, we received 55 million ordinary shares in Frontline, the fair value of which amounted to $150.2 million. The leases were again amended to reflect the compensation payment received and the reduction in future minimum lease payments to be received. The amendments affect direct financing lease interest income from July 1, 2015, onwards. Three of the vessels were sold in the second half of 2015.

Direct financing and sales-type lease interest income reduces over the terms of our leases as progressively a lesser proportion of the lease rental payment is allocated as lease interest income, and a higher amount is treated as repayment of the lease.

Our future earnings are dependent upon the continuation of existing lease arrangements and our continued investment in new lease arrangements. Future earnings may also be significantly affected by the sale of vessels. Investments and sales which have affected our earnings since January 1, ~~2013,~~2015, are listed in Item 4 above under acquisitions and disposals. Some of our lease arrangements contain purchase options which, if exercised by our charterers, will affect our future leasing revenues.

We have profit sharing agreements with some of our charterers, in particular with Frontline Shipping, the ~~Frontline Charterers~~Golden Ocean Charterer and UFC. Revenues received under profit sharing agreements depend upon the returns generated by the charterers from the deployment of our vessels. These returns are subject to market conditions which have historically been subject to significant volatility. Prior to December 31, 2011, the Frontline Charterers paid the Company a profit sharing rate of 20% of their earnings above average threshold charter rates on a time-charter equivalent basis from their use of the Company's fleet each fiscal year. The amendments to the charter agreements made on December 30, 2011, ~~increase~~increased the profit sharing percentage to 25% for earnings above those threshold levels. Additionally, the amendments ~~provide~~provided that during the four year period of the temporary reduction in charter rates, the Frontline Charterers will pay the Company 100% of any earnings on a time-charter equivalent basis above the temporarily reduced time charter rates, subject to a maximum of $6,500 per day. Of the $106 million compensation payment received, $50 million ~~represents~~represented a non-refundable advance on profit sharing earnings relating to the 25% profit sharing agreement which took effect on January 1, 2012. The further amendments to the charter agreements effective from July 1, 2015, increased the profit sharing percentage from 25% to 50% of earnings above the new reduced time-charter rates.

In addition to the tankers chartered to Frontline Shipping, our eight Capesize dry bulk carriers on long-term charter to the ~~Frontline Charterers, four~~Golden Ocean Charterer and two of our Handysize ~~drybulk~~dry bulk carriers on short-term ~~charters~~charter to UFC include profit sharing arrangements whereby we earn, respectively, a 33% or 50% share of profits earned by the vessels above threshold levels.

Our vessel-owning subsidiaries with vessels on charter to ~~the~~ Frontline ~~Charterers~~Shipping have entered into fixed rate management agreements with Frontline Management, under which Frontline Management is responsible for all technical management of the vessels. These subsidiaries each pay Frontline Management a fixed fee of ~~$6,500~~$9,000 per day per vessel for these services. This daily fee has been payable since July 1, 2015, when the amendments to the charter agreements became effective, before which the fixed daily fee was $6,500. An exception to this arrangement is for any vessel chartered to ~~the~~ Frontline ~~Charterers~~Shipping which is sub-chartered by them on a bareboat basis, for which no management fee is payable for the duration of bareboat sub-charter. Similarly, the vessels on time-charter to the Golden Ocean Charterer pay a fixed fee of $7,000 per day per vessel to Golden Ocean Group Management, a wholly-owned subsidiary of Golden Ocean, for all technical management of the vessels.

In addition to the vessels on charter to Frontline Shipping and the Frontline Charterers, and excluding two container vessels bareboat chartered-in during 2011, 2012 and 2013 and time chartered out on charters designed to generate pre-determined net income (see Note 16 to the consolidated financial statements),Golden Ocean Charterer, we also have ~~seven~~eight container vessels, ~~twelve drybulk~~14 dry bulk carriers and two car carriers employed on time charters, and two Suezmax tankers employed in the spot market. ~~Additionally, the six container vessels currently under construction are intended to be employed on time charters following delivery from the shipyard.~~ We have outsourced the technical management for these vessels and we pay operating expenses for the vessels as they are incurred. The remaining vessels we own that have charters attached to them are employed on bareboat charters, where the charterer pays all operating expenses, including maintenance, drydocking and insurance.

Administrative expenses consist of general corporate overhead expenses, including personnel costs, property costs, legal and professional fees, and other administrative expenses. Personnel costs include, among other things, salaries, pension costs, fringe benefits, travel costs and health insurance. We have entered into an administrative services agreement with Frontline Management under which they provide us with certain administrative support services, and have agreed to reimburse them for reasonable third party costs, if any, advanced on our behalf. Some of the compensation paid to Frontline Management is based on cost sharing for the services rendered, based on actual incurred costs plus a margin.

In order to hedge against fluctuations in interest rates, we have entered into interest rate swaps which effectively fix the interest payable on a portion of our floating rate debt. We have also entered into interest/currency swaps in order to fix both the interest and exchange rates applicable to the payment of interest and eventual settlement on our floating rate NOK bonds. Although the intention is to hold such financial instruments until maturity, US GAAP requires us to record them at market valuation in our financial statements. Adjustments to the mark-to-market valuation of these derivative financial instruments, which are caused by variations in interest and exchange rates, are reflected in results of operations and other comprehensive income. Accordingly, our financial results may be affected by fluctuations in interest and exchange rates.

Other than the interest expense associated with our ~~8.5% Senior Notes, which were redeemed in March 2013, our~~ 3.75% and 3.25% convertible senior unsecured bonds, and our ~~NOK500 million,~~ NOK600 million and NOK900 million senior unsecured bonds, the amount of our interest expense will be dependent on our overall borrowing levels and may significantly increase when we acquire vessels or on the delivery of newbuildings. Interest incurred during the construction of a newbuilding is capitalized in the cost of the newbuilding. Interest expense may also change with prevailing interest rates, although the effect of these changes may be reduced by interest rate swaps or other derivative instruments that we enter into.

The preparation of our consolidated financial statements in accordance with US GAAP requires management to make estimates and assumptions affecting the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of our financial statements, and the reported amounts of revenues and expenses during the reporting period. The following is a discussion of the accounting policies we apply that are considered to involve a higher degree of judgment in their application. ~~See~~For details of all our material accounting policies, see Note 2 to our consolidated financial ~~statements for details of all of our material accounting policies.~~

Rental payments from direct financing and sales-type leases are allocated between lease service revenues, if applicable, lease interest income and repayment of net investment in leases. The amount allocated to lease service revenue is based on the estimated fair value, at the time of entering the lease agreement, of the services provided which consist of ship management and operating services.

Any contingent elements of rental income, such as profit share or interest rate adjustments, are recognized when the contingent conditions have materialized.

Prior to December 31, 2011, the Frontline Charterers paid the Company a profit sharing rate of 20% of their earnings above average threshold charter rates on a time-charter equivalent basis from their use of the Company's fleet each fiscal year. For each profit sharing period, the threshold is calculated as the number of days in the period multiplied by the daily threshold TCE rates for the applicable vessels. Starting on January 1, 2012, amendments to the charter agreements increased the profit sharing percentage to 25% for earnings above those threshold levels. Additionally, ~~the~~those amendments ~~provide~~provided that during the four year period of the temporary reduction in charter rates, the Frontline Charterers will pay the Company 100% of any earnings on a time-charter equivalent basis above the temporarily reduced time charter rates, subject to a maximum of $6,500 per day. Under the terms of the amendments to the charter agreements, we received a compensation payment of $106 million, of which $50 million ~~represents~~represented a non-refundable advance relating to the 25% profit sharing agreement. ~~Profit~~In 2015, further amendments were made to the charter agreements reducing the charter rates and increasing the profit sharing percentage to 50% for earnings above the new time-charter rates with effect from July 1, 2015. The Company did not recognize any income under the 25% profit sharing agreement, as the cumulative share of earnings did not attain the starting level of $50 million over the three and a half years of the agreement's duration. The new 50% profit sharing agreement with Frontline Shipping is not subject to any such constraints, and is payable on a quarterly basis.

In the third quarter of 2015, we acquired eight Capesize dry bulk carriers from subsidiaries of Golden Ocean and immediately upon delivery each vessel commenced a ten year time-charter to the Golden Ocean Charterer. The terms of the charters provide that we will receive a profit sharing rate of 33% of each vessel's earnings above average threshold charter rates, calculated quarterly on a time-charter equivalent basis. We also receive a 50% share of profits earned by some our dry bulk carriers operating on short-term time charters to UFC. All profit sharing revenues are recorded when earned and realizable.

The cost of vessels and rigs less estimated residual value are depreciated on a straight line basis over their estimated remaining economic useful lives. The estimated economic useful life of our offshore assets, including drilling rigs and drillships, is 30 years and for all other vessels it is 25 years. These are common life expectancies applied in the shipping and offshore industries.

If the estimated economic useful life or estimated residual value of a particular vessel is incorrect, or circumstances change and the estimated economic useful life and/or residual value have to be revised, an impairment loss could result in future periods. We monitor the carrying values of our vessels, including direct financing lease assets, and revise the estimated useful lives and residual values of any vessels where appropriate, particularly when new regulations are implemented.

Leases (charters) of our vessels where we are the lessor are classified as either operating leases or capital leases, based on an assessment of the terms of the lease. For charters classified as capital leases, the minimum lease payments, reduced in the case of time-chartered vessels by projected vessel operating costs, plus the estimated residual value of the vessel are recorded as the gross investment in the lease.

For direct financing leases, the difference between the gross investment in the lease and the carrying value of the vessel is recorded as unearned lease interest income. The net investment in the lease consists of the gross investment less the unearned income. Over the period of the lease each charter payment received, net of vessel operating costs if applicable, is allocated between "lease interest income" and "repayment of investment in lease" in such a way as to produce a constant percentage rate of return on the balance of the net investment in the lease. Thus, as the balance of the net investment in each direct financing lease decreases, a lower proportion of each lease payment received is allocated to lease interest income and a greater proportion is allocated to lease repayment. For direct financing leases relating to time chartered vessels, the portion of each time charter payment received that relates to vessel operating costs is classified as "lease service revenue".

The implicit rate of return for each of the Company's direct financing leases is derived in accordance with Accounting Standards Codification, or ASC, Topic 840 "Leases" using the fair value of the asset at the lease inception, the minimum contractual lease payments and the estimated residual values.

For sales-type leases, the difference between the gross investment in the lease and the present values of its components, i.e. the minimum lease payments and the estimated residual value, is recorded as unearned lease interest income. The discount rate used in determining the present values is the interest rate implicit in the lease, as defined in ASC Topic 840-10-20. The present value of the minimum lease payments, computed using the interest rate implicit in the lease, is recorded as the sales price, from which the carrying value of the vessel at the commencement of the lease is deducted in order to determine the profit or loss on sale. As is the case for direct financing leases, the unearned lease interest income is amortized to income over the period of the lease so as to produce a constant periodic rate of return on the net investment in the lease. In addition, in the case of a sales-type lease, the difference between the fair value (or sales price) and the carrying value (or cost) of the asset is recognized as "profit on sale" in the period in which the lease commences.

We estimate the unguaranteed residual value of our direct financing lease assets at the end of the lease period by calculating depreciation in accordance with our accounting policies over the estimated useful life of the asset. Residual values are reviewed at least annually to ensure that original estimates remain appropriate.

There is a degree of uncertainty involved in the estimation of the unguaranteed residual values of assets leased under both operating and capital leases. Global effects of supply and demand for oil and other cargoes, and changes in international government regulations cause volatility in the spot market for second-hand vessels. Where assets are held until the end of their useful lives the unguaranteed residual value (i.e. scrap value) will fluctuate with the price of steel and any changes in laws related to the ship scrapping process, commonly known as ship breaking.

Classification of a lease involves the use of estimates or assumptions about fair values of leased vessels and expected future values of vessels. We generally base our estimates of fair value on independent broker valuations of each of our vessels. Our estimates of expected future values of vessels are based on current fair values amortized in accordance with our standard depreciation policy for owned vessels.

Where an asset is subject to an operating lease that includes fixed price purchase options, the projected net book value of the asset is compared to the option price at the various option dates. If any option price is less than the projected net book value at an option date, the initial depreciation schedule is amended so that the carrying value of the asset is written down on a straight line basis to the option price at the option date. If the option is not exercised, this process is repeated so as to amortize the remaining carrying value, on a straight line basis, to the estimated scrap value or the option price at the next option date, as appropriate.

Similarly, where a direct financing or sales-type lease relates to a charter arrangement containing fixed price purchase options, the projected carrying value of the net investment in the lease is compared to the option price at the various option dates. If any option price is less than the projected net investment in the lease at an option date, the rate of amortization of unearned finance lease interest income is adjusted to reduce the net investment in the lease to the option price at the option date. If the option is not exercised, this process is repeated so as to reduce the net investment in the lease to the un-guaranteed residual value or the option price at the next option date, as appropriate.

Thus, for operating assets and direct financing and sales-type lease assets, if an option is exercised there will either be (a) no gain or loss on the exercise of the option or (b) in the event that an option is exercised at a price in excess of the net book value of the asset or the net investment in the lease, as appropriate, at the option date, a gain will be reported in the statement of operations at the date of delivery to the new owners.

The vessels and rigs held and used by us are reviewed for impairment on a quarterly basis and whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. An impairment charge would be recognized if the estimate of future undiscounted cash flows expected to result from the use of the vessel or rig and its eventual disposal is less than its carrying amount. When testing for impairment, we consider daily rates currently in effect for existing charters, the possibility of any medium or long-term charter arrangements being terminated early and, using historical trends, estimated daily rates for each vessel or rig for its remaining useful life not covered by existing charters. In assessing the recoverability of carrying amounts, we must make assumptions regarding estimated future cash flows. These assumptions include assumptions about spot market rates, operating costs and the estimated economic useful life of these assets. In making these assumptions we refer to five-year and ten-year historical trends and performance, as well as any known future factors. Factors we consider important which could affect recoverability and trigger impairment include significant underperformance

relative to expected operating results, new regulations that change the estimated useful economic lives of our vessels and rigs, and significant negative industry or economic trends.

In the year ended December 31, 2012, reviews of the carrying value of long-lived assets indicated that the Company's long-term investments in shares in a container vessel owner/operator and warrants to purchase shares in a U.S. company were impaired, and charges were taken against these assets. No impairment ~~loss~~charge was required in 2013. In the year ended December 31, 2014, reviews of the carrying value of long-lived assets indicated that five 2,800 TEU container vessels were impaired, and charges were taken against these assets. In the year ended December 31, 2015, reviews of the carrying value of long-lived assets indicated that two offshore supply vessels and two container vessels were impaired, and charges were taken against these assets.

As we obtain information from various industry and other sources, our estimates of vessel market values are inherently uncertain. In addition, charter-free market values are highly volatile and any estimate of market value may not be indicative of the current or future basic market value of our vessels or prices that we could achieve if we were to sell them. Moreover, we are not holding our vessels for sale, except as otherwise noted in this report, and most of our vessels are currently employed under long-term charters or leases or other arrangements. There is not a ready liquid market for vessels that are subject to such arrangements.

During the past few years, the charter-free market values of vessels have experienced particular volatility, with substantial declines in many vessel classes. As a result, the charter-free market values of many of our vessels have declined below those vessels' carrying value. However, we would not impair those vessels' carrying value under our accounting impairment policy, ~~because~~if we expect future cash flows receivable from the vessels over their remaining useful lives, including existing charters, ~~in all cases~~to exceed the carrying values of such ~~vessels' carrying values.~~vessels.

At December 31, ~~2013,~~2015, we owned 5770 vessels and rigs, ~~(excluding two chartered-in containerships)~~ and had ~~newbuilding contracts~~contracted to acquire a further ~~seven~~two newbuilding container vessels and ~~one jack-up drilling rig.~~two newbuilding oil product tankers. Taking into account the ~~$795~~$262 million scheduled remaining ~~yard~~ payments for ~~completing~~ the newbuildings, and including the ~~four~~two ultra-deepwater drilling units and the harsh-environment jack-up drilling rig which are owned by equity accounted subsidiaries, the aggregate carrying value of these 6574 assets at December 31, ~~2013,~~2015, was ~~$4.7~~$3.8 billion, as summarized in the table below. The table is presented in the context of the markets in which the vessels operate, with oil tankers, oil product tankers and chemical tankers grouped together under "Tanker vessels", container vessels and car carriers grouped together under "Liners" and jack-up drilling rigs, ultra-deepwater drilling units and offshore supply vessels grouped together under "Offshore units".

The above aggregate carrying value of ~~$4,701~~$3,773 million at December 31, ~~2013,~~2015, is made up of (a) ~~$1,017~~$511 million investments in capital leases, ~~(see Note 15 to the consolidated financial statements),~~ (b) ~~$1,090~~$1,641 million vessels and equipment, (c) ~~$126~~$40 million newbuildings, (d) ~~$795~~$262 million cost to complete newbuildings and (e) ~~$1,673~~$1,319 million carrying value of two ultra-deepwater drilling units and one jack-up drilling rig owned by equity accounted subsidiaries.

The Company enters into interest rate and currency swap transactions, total return bond swaps and total return equity swaps. As required by ASC Topic 815 "Derivatives and Hedging", the mark-to-market valuations of these transactions are recognized as assets or liabilities, with changes in their fair value recognized in the consolidated statements of operations or, in the case of swaps designated as hedges to underlying loans, in other comprehensive income. To determine the market valuation of these instruments, we use a variety of assumptions that are based on market conditions and risks existing at each balance sheet date. All methods of assessing fair value result in a general approximation of value, and such value may never actually be realized.

A variable interest entity is defined in ASC Topic 810 "Consolidation" ("ASC 810") as a legal entity where either (a) the total equity at risk is not sufficient to permit the entity to finance its activities without additional subordinated support; (b) equity interest holders as a group lack either i) the power to direct the activities of the entity that most significantly impact on its economic success, ii) the obligation to absorb the expected losses of the entity, or iii) the right to receive the expected residual returns of the entity; or (c) the voting rights of some investors in the entity are not proportional to their economic interests and the activities of the entity involve or are conducted on behalf of an investor with a disproportionately small voting interest.

ASC 810 requires a variable interest entity to be consolidated by its primary beneficiary, being the interest holder, if any, which has both (1) the power to direct the activities of the entity which most significantly impact on the entity's economic performance, and (2) the right to receive benefits or the obligation to absorb losses from the entity which could potentially be significant to the entity.

In applying the provisions of ASC 810, we must make assessments in respect of, but not limited to, the sufficiency of the equity investment in the underlying entity and the extent to which interest holders have the power to direct activities. These assessments include assumptions about future revenues and operating costs, fair values of assets, and estimated economic useful lives of assets of the underlying entity.

In May 2014, the FASB issued ASU 2014-09 "Revenue from Contracts with Customers" in order to ensure that revenue recognition requirements are the same under both US GAAP and International Financial Reporting Standards ("IFRS"). ASU 2014-09 removes inconsistencies and provides a more robust framework for addressing revenue issues. ASU 2014-09 was effective for reporting periods and interim periods beginning on or after December ~~2011,~~15, 2016. In August 2015, the ~~Financial Accounting Standards Board ("FASB")~~FASB issued ~~Accounting Standards Update ("ASU") 2011-11 "Disclosures about Offsetting Assets~~ASU 2015-14 "Deferral of the Effective Date" to delay the implementation of ASU 2014-09 by one year, in response to feedback from preparers, practitioners and ~~Liabilities"~~users of financial statements. Accordingly, ASU 2014-09 is now effective for reporting periods and interim periods beginning on or after December 15, 2017. Early adoption is permitted for reporting and interim periods beginning on or after December 15, 2016. The Company is currently assessing the impact of ASU 2014-09 on its consolidated financial position, results of operations and cash flows.

In November 214, the FASB issued ASU 2014-16 "Derivatives and Hedging" in order to standardize the ~~disclosure requirements under US GAAP~~determination of whether the host contract in a hybrid financial instrument issued in the form of a share is more akin to debt or to equity. ASU 2014-16 requires that all terms and ~~IFRS relating to both instruments~~features of the hybrid instrument, including the embedded derivative feature itself, must be taken into account when establishing separate accounting for the embedded derivative. ASU 2014-16 is effective for fiscal years and transactions eligible for offset in financial statements. In January 2013, the FASB issued ASU 2013-01 "Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities", in order to clarify the scope of ASU 2011-11. Both ASU 2011-11 and ASU 2013-01 are applicable for annual reportinginterim periods beginning on or after ~~January 1, 2013. Their adoption did not have a material~~December15, 2015. The Company is currently assessing the impact of ASU 2014-16 on ~~the Company's disclosures.~~

In February ~~2013,~~2015, the FASB issued ASU ~~2013-02 "Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income"~~2015-02 "Consolidation: Amendments to the Consolidation Analysis" in order to improve the reporting of reclassifications. ASU 2013-02 requires an entity to disclose by detailed component those significant items which are reclassified in their entirety, and to provided cross-referencing to other disclosures for other items. ASU 2013-02 is applicable for annual reporting periods beginning after December 15, 2012. Its adoption did not have a material impact on the Company's disclosures.

consolidation analysis of ~~its co-obligors.~~reporting entities that are involved with VIEs, particularly those that have fee arrangements and related party relationships, and (iv) provides a scope exception from consolidation guidance for reporting entities with interests in certain legal entities. ASU ~~2013-04~~2015-02 is ~~applicable to~~effective for public business entities for fiscal years and interim periods ~~within those years~~ beginning on or after December 15, ~~2013. Its~~2015. Early adoption is ~~not expected to have a material~~permitted. The Company is currently assessing the impact of ASU 2015-02 on ~~the Company's disclosures.~~

~~In 2013, overall~~During 2015, tanker freight rates ~~decreased further~~continued the increase, which started in 2014, from the low levels ~~seen~~experienced in ~~2012. According~~2013. Following remarkable stability in the price of crude oil at around $110 per barrel between 2011 and 2013, the price declined to ~~industry sources, the volume~~below $50 per barrel in December 2014, and further to below $30 per barrel in January 2016. This was a consequence of ~~oil shipments~~increased production in ~~2013 declined slightly, due to reduced imports by~~ the United States, Libya and ~~de-stocking~~other producers, coupled with Saudi Arabia and associated OPEC members declining to limit their own production, which caused significant changes in ~~China. However, longer sailing~~the pattern of oil trade around the world. Since 2013, global oil production has increased by more than 5%, average trading distances have increased by more than 3% and oil tankers are increasingly being used as floating storage. Overall, tonnage demand for tankers increased by 4% in 2014 and a ~~decline~~further 7% in ~~fleet productivity resulted in demand for~~2015. On the supply side, crude oil tanker capacity ~~being more or less the same as~~grew by only 1.4% in ~~2012. With overall tanker capacity~~2014 and 1.8% in 2015, resulting in fleet utilization increasing by ~~approximately~~more than 2% in 2014 and a further 4% in 2015 to almost 90%, ~~mostly in~~ the ~~first half of the year, the excess of supply over demand increased in 2013 and it is estimated that fleet utilization decreased by 1% to 83%.~~highest level since 2008.

The ~~over-supply of capacity~~increase in fleet utilization resulted in ~~2013~~2015 being another ~~poor~~good year for crude oil tankers, with TCE rates for modern VLCCs and Suezmax tankers averaging approximately ~~$23,400~~$42,700 and ~~$18,100~~$33,000 per day, respectively, ~~approximately 13% below~~between 35% and 40% above average rates in ~~2012. Although the market was particularly weak~~2014, which were in turn 30% above rates in 2013. The strengthening trend started in the ~~first~~second half of ~~2013, with rates reduced to near operating cost levels, it improved considerably~~2014, and in ~~the last two months of the year, with~~December 2015 spot charter rates ~~attaining levels well in excess of those in recent years.~~for VLCCs averaged over $100,000 per day, the highest level since 2008.

According to industry sources, at the end of ~~2013~~2015 the total orderbook for new VLCCs and Suezmax tankers consisted of 74136 vessels and 107 vessels, respectively, representing in both cases approximately ~~12%~~21% of the existing fleet. These are higher levels than at the end of 2014, which were approximately 14% of the existing fleet ~~and~~at the ~~total orderbook for Suezmax tankers consisted of 43 vessels, representing approximately 9% of~~time, reflecting a significant increase in newbuilding orders in 2015, related to the ~~existing fleet.~~improved fundamentals in the oil tanker market.

The ~~drybulk~~dry bulk shipping market experienced yet another difficult year in ~~2013, although better than 2012.~~2015, with average earnings at their lowest levels for fifteen years. Overall, industry sources indicate that fleet capacity increased by more than 2%, while tonnage demand for vessels ~~increased~~registered no growth at all, owing to significant reductions in Chinese imports, particularly coal and iron ore, driven by ~~approximately 9%, with a 2% reduction in fleet productivity adding to 7%~~the slowing growth in ~~tonnage-miles, largely associated with higher~~the Chinese imports and a substantial recovery in the global grain trade. With drybulk capacity increasing by only 8%, compared with over 12% in 2012, average freight rates increased by approximately 36% from the very low levels of 2012. The biggest increase in rates was for Capesize vessels.economy.

~~The~~Accordingly, the market for ~~Supramax and Handysize drybulk~~dry bulk carriers was generally depressed throughout ~~2013.~~2015. The average one-year time charter rates for Capesize, Supramax and Handysize ~~drybulk~~dry bulk carriers were, respectively, ~~$10,300~~$10,000 per day, $7,600 per day and ~~$8,200~~$6,700 per day, representing ~~increases~~decreases from ~~2012~~2014 of ~~10%~~54%, 33% and ~~8%.~~26%, respectively.

During ~~2013,~~2015, contracting for newbuilding ~~drybulk~~dry bulk carriers ~~increased~~decreased to 7318 million dwt from 1967 million dwt in ~~2012, which was the lowest level in six years. Deliveries~~2014, while deliveries of new vessels amounted to 5949 million dwt and scrapping removed some 2331 million dwt. Thus, fleet capacity increased by 18 million dwt, ~~both less than~~equivalent to approximately 2.4% of the ~~record levels in 2012.~~overall average fleet size for the year. At the end of ~~2013,~~2015, the total orderbook for new ~~drybulk~~dry bulk carriers was ~~118~~127 million dwt, equivalent to ~~17%~~16% of the existing fleet.

The container charter market experienced another weak year in ~~2013,~~2015, with ~~continuing overcapacity made worse by~~ the influx of ~~some 1.4~~1.7 million TEU of new ~~capacity.~~capacity continuing the general situation of overcapacity. This resulted in ~~further downward pressure on~~average freight rates ~~and substantial losses for most container operators.~~per TEU falling by about 30% in 2015.

Industry sources indicate that container ship demand increased by slightly ~~over 5%~~under 4% in ~~2013,~~2015, while overall capacity grew by ~~a similar percentage~~8% to approximately ~~17.1~~19.7 million TEU, after deducting ~~435,000~~200,000 TEU which was scrapped. Charter rates began the year at low levels, ~~around or below operating cost~~which increased in the first half of the year but then fell back again in the second half as demand for ~~owners, and for larger vessels declined further by about 10%. Fleet utilization declined slightly,~~extra capacity failed to match the increase in supply, due to subdued levels of economic growth. This resulted in a dramatic increase in idle capacity, and at the end of the year approximately ~~780,000 TEU~~7% of ~~capacity, around 4.6% of~~ the ~~overall~~ fleet was reported to be idle, ~~split between operators and non-operating owners.~~considerably more than the 1.2% idle capacity at the end of 2014.

Contracting for new container vessels in ~~2013 amounted to around~~2015 was higher than in 2014, with 1.8 million TEU ~~returning to~~of capacity ordered in the ~~high levels~~first three quarters of ~~2011 after~~ the ~~decline to 0.4~~year compared with 1.1 million TEU ordered in ~~2012.~~the full year 2014. The bias continues to be towards larger vessels, with ~~more than 80%~~approximately 75% of the orders being for vessels with capacities of ~~8,000~~12,000 TEU and above. At the end of the year, the ratio of outstanding orders to existing fleet capacity increased ~~slightly~~ from ~~21%~~18% to ~~22%~~almost 20%.

The car carrier market was ~~relatively stable~~weaker than expected in ~~2013. Continuing positive auto~~2015, due to sales of cars being lower than predicted, particularly in ~~the U.S. were offset by a decrease in sales in Western Europe,~~Russia, Brazil and Argentina, resulting in ~~modest overall demand growth~~reduced exports mainly from Asia. Overall, sales of ~~2.5%. The car carrier fleet consisted of 717 vessels at the end of 2013. There~~new imported cars increased by approximately 2% to 15.5 million units. Meanwhile, there were 1824 vessels delivered from shipyards in ~~2013~~2015 and 136 vessels removed from the fleet, resulting in fleet capacity growth of ~~3.4%~~approximately 3%. At the year end, the orderbook consisted of 6275 vessels, equivalent to ~~11%~~10% of existing fleet capacity.

~~The increase in oil and gas prices~~From 2011 to record levels in 2008 created a world-wide increase in offshore exploration drilling activity, prompting a significant increase in dayrates for drilling units and high levels of orders for newbuilding jack-up rigs and ultra-deepwater drilling units. The2013, the oil price (Brent crude spot) ~~declined from its record high of more than $140 per barrel in 2008 to an average of $63 per barrel in 2009, but has since recovered to average~~averaged around $110 per barrel, ~~each year since 2011. This has resulted in~~which was attractive to oil and gas companies and prompted them to substantially ~~increasing~~increase their investment in offshore exploration and development ~~activity~~activity. This resulted in the ~~years since 2010. Although the major accident in April 2010~~total number of mobile offshore drilling units increasing from 638 at the ~~Macondo well~~start of 2010 to 811 at the start of 2014, and almost full utilization and record high day rates for those assets. However, over the course of 2014 the oil price fell to below $50 per barrel in December 2014, and the ~~Gulf~~fall continued to under $30 per barrel in January 2016. As a consequence of ~~Mexico heightened safety and environmental concerns within~~ the ~~offshore~~fall in oil ~~and gas sector, this has not affected the strong recovery in offshore drilling activity. However,~~prices, oil and gas companies ~~are becoming increasingly selective in~~have significantly reduced their exploration and development activities, ~~as they seek~~resulting in decidedly weaker demand in the offshore drilling market. Worldwide demand for drilling units has declined from 744 units at the end of 2013 to ~~demonstrate financial discipline to their shareholders.~~

Industry sources indicate that orders were placed for 96only 5 newbuilding drilling units in ~~2013, significantly more than~~2015, compared with 43 in ~~2012 and with a notable trend towards jack-up rigs.~~2014, reflecting the clear deterioration in market fundamentals. The average number of available units ~~in 2013~~at the end of 2015 was ~~763,~~762, a ~~small increase in~~decrease of 6% on the average of ~~742 in 2012. It is projected that 76~~808 at the end of 2014. Although 99 new units ~~will~~are scheduled to be delivered in ~~2014, increasing available units by approximately 8% after the scrapping/removal~~2016, it is clear that owners will have to adjust their fleets through delaying and cancellation of newbuildings and removals/scrapping of older ~~jack-up rigs.~~units.

The above overviews of the various sectors in which we operate are based on current market conditions. However, market developments cannot always be predicted and may differ from our current expectations.

Most of our time chartered vessels are subject to operating and management agreements that have the charges for these services fixed for the term of the charter. Thus, although inflation has a moderate impact on our corporate overheads and our vessel operating expenses, we do not consider inflation to be a significant risk to direct costs in the current and foreseeable economic environment. In addition, in a shipping downturn, costs subject to inflation can usually be controlled because shipping companies typically monitor costs to preserve liquidity and encourage suppliers and service providers to lower rates and prices in the event of a downturn.

Net income for the year ended December 31, ~~2013,~~2015, was ~~$89.2~~$200.8 million, ~~a decrease~~an increase of ~~52%~~64% from the year ended December 31, ~~2012.~~2014.

Net operating income in 2015 was ~~$90.3~~$20.9 million ~~lower~~higher than in ~~2013,~~2014, principally due to the ~~$51.4~~$79.3 million ~~decrease~~increase in ~~profit sharing~~operating revenues (see below), partly offset by the $30.6 million increase in vessel impairment charges (see below) and the absence of ~~gain~~gains on termination of charters. Net income was ~~$96.6~~$78.0 million ~~lower in 2013, owing~~higher, principally due to the ~~decrease~~increase in net operating income and ~~reduced equity~~the $42.8 million improvement in ~~earnings of associated companies, partly offset by reduced net interest expense.~~other non-operating items (see below).

~~Two container vessels chartered in on long-term bareboat charter and four~~Four ultra-deepwater drilling units (one of which iswas a newbuilding delivered in February 2014 and one of which was sold in December 2014) and two container vessels chartered-in on bareboat charters (until the charters were terminated in the first quarter of 2014) were accounted for under the equity method during ~~2013~~2015 and ~~2012.~~2014. The operating revenues of the wholly-owned subsidiaries owning these assets are included under "equity in earnings of associated companies", where they are reported net of operating and non-operating expenses.

Operating revenues

Total operating revenues ~~decreased 15%~~increased 24% in the year ended December 31, ~~2013,~~2015, compared with ~~2012.~~2014.

In general, direct financing and sales-type lease interest income reduces over the terms our leases, as progressively a lesser proportion of the lease rental payment is allocated to interest income and a greater proportion is treated as repayment on the lease. The ~~$6.1~~$11.2 million ~~reduction~~decrease in lease interest income from ~~2012~~2014 to ~~2013~~2015 is ~~principally~~partly due to this effect, ~~and~~but also to reduced charter rates incorporated into the leases from July ,2015, onwards (see Note 23: Related party transactions) and the sale in ~~2013~~2015 of ~~two VLCCs~~three Suezmax tankers (Front ~~Champion~~Glory, Front Splendour and ~~Golden Victory), one Suezmax tanker (Front Pride) and one OBO (Front Guider~~Mindanao) and in ~~2012~~2014 of ~~four OBOs,~~three VLCCs (Front Comanche, Front Commerce and Front Opalia), all of which were previously direct financing lease assets chartered to the Frontline Charterers. ~~In addition, two Suezmax tankers (Glorycrown~~ ~~and~~ ~~Everbright) were transferred in 2013 from sales-type leases to operating leases, when the purchaser of these vessels defaulted on their payment obligations.~~

The reduction in finance lease service revenue ~~reflects~~associated with the above sales of time-chartered vessels in ~~2013~~2015 and ~~2012, which had been direct financing lease assets chartered~~2014, was offset by the increase in fixed vessel operating fees from $6,500 per day to ~~the Frontline Charterers on a time-charter basis.~~$9,000 per day from July 1, 2015 onwards (see Note 23).

Prior to December 31, 2011, the Frontline Charterers paid us profit sharing of 20% of their earnings from our vessels on a time-charter equivalent basis above average threshold charter rates each fiscal year. ~~The amendments~~Amendments to the charter agreements made onin December ~~30,~~ 2011, ~~necessitated by the depressed state of the tanker market,~~ increased the profit sharing percentage to 25% for earnings above those threshold levels, and additionally provided that for the four year period of the temporary reduction in charter rates, the Frontline Charterers ~~will~~would pay us 100% of any earnings on a time-charter equivalent basis above the temporarily reduced time charter rates, subject to a maximum of $6,500 per day per ~~vessel.~~vessel - this latter item is called "cash sweep" income. In ~~2012~~2014 we earned ~~$52.2~~$32.7 million under these ~~new~~ arrangements, ~~none~~all of which ~~related~~was cash sweep income. Following further amendments to the charter agreements effective from July 1, 2015, onwards, the profit sharing percentage was increased to 50% and the cash sweep arrangement was terminated. In 2015 we earned $19.9 million in cash sweep income, $37.2 million under the 50% profit share arrangement and nothing under the 25% profit ~~sharing agreement. In 2013 we~~share arrangement. We also had ~~no earnings under these arrangements, due to the poor state of the tanker market during the year. We did, however, earn $0.8 million under~~ a ~~new~~ profit sharing agreement relating to ~~four~~five Handysize ~~drybulk~~dry bulk carriers chartered to ~~UFC.~~UFC in 2015, which earned us $2.5 million, compared with $1.1 million in 2014.

During ~~2012, time charter~~2014, time-charter revenues were earned by ~~seven~~nine container vessels, ~~11 drybulk~~14 dry bulk carriers and two car carriers. ~~Five~~In 2015, we disposed of ~~the drybulk~~five 2,800 TEU container vessels and took delivery of three additional container vessels averaging approximately 9,000 TEU and also eight Capesize dry bulk carriers operating under time-charters. The 73% increase in time-charter revenues from 2014 to 2015 is due to these additional vessels delivered in 2015, and ~~the~~ two ~~car carriers were~~8,700 TEU container vessels delivered in the ~~2012, and five~~second half of the container vessels were transferred to time charters from bareboat charters in 2012. In 2013, we took delivery of one additional drybulk carrier operating under time charter. The 38% increase in time charter revenues from 2012 to 2013 is due to the additional drybulk carrier operating under a time charter, together with full year earnings on the seven vessels delivered in 2012 and the five container vessels transferred to time charters in 2012.2014.

Bareboat charter revenues are earned by our vessels which are leased under operating leases on a bareboat basis. In ~~2012,~~both 2014 and 2015, these consisted of four offshore supply vessels, two chemical tankers, one jack-up drilling rig, ~~two 1,700 TEU~~and 11 container ~~vessels, five 2,800 TEU container vessels and three non-double hull VLCCs. The 19% decrease in~~vessels. Total bareboat ~~charter~~ revenues ~~in 2013 is due~~were more or less unchanged from 2014 to the termination in April 2012 of the bareboat charters on the five 2,800 TEU container vessels and their transfer to time charters, and the disposals of the three non-double hull VLCCs, two in 2012 and one in 2013.2015.

Two of our vessels, the Suezmax tankers Everbright and Glorycrown, were sold under sales-type lease agreements in 2010 and 2009, respectively. Following default by the purchaser, these vessels were returned to us in September 2013, since when we have traded them on a voyage charter basis, earning ~~$9.7~~$35.8 million in voyage charter revenues in 2015 (2014: $34.6 million).

The following table analyzes our cash flows from the direct financing leases with the Frontline Charterers, Deep Sea and Deep Sea Supply BTG during 2015 and 2014, and shows how they are accounted for:

The vessels chartered on direct financing leases to Frontline Shipping, or the Frontline Charterers prior to July 1, 2015, are leased on time-charter terms, where we are responsible for the management and operation of such vessels. This has been effected by entering into fixed price agreements with Frontline Management whereby we pay them management fees of $9,000 per day for each vessel chartered to Frontline Shipping from July 1, 2015, onwards, before which the fee was $6,500 per day for each vessel chartered to the Frontline Charterers. Accordingly, $9,000 per day (previously $6,500 per day) is allocated from each time charter payment received from Frontline Shipping (previously the Frontline Charterers) to cover lease executory costs, and this is classified as "finance lease service revenue". If any vessel chartered on direct financing leases to Frontline Shipping is sub-chartered on a bareboat basis, then the charter payments for that vessel are reduced by $9,000 per day for the duration of the bareboat sub-charter.

In 2015, net gains totaling $7.4 million were recorded on the disposal of three Suezmax tankers (Front Glory, Front Splendour and Mindanao) and five 2,800 TEU container vessels. In 2014, losses totaling $1.4 million were recorded on the disposal of three VLCCs (Front Comanche, Front Commerce and Front Opalia).

In 2014, compensation amounting to $25.3 million was received in respect of the early termination of the time charters on four Handysize dry bulk carriers. The charters for these newbuilding vessels had been agreed in November 2010, with terms of five years from delivery from the yard. There was no gain on termination of charters in 2015.

Vessel operating expenses consist of payments to Frontline Management of $9,000 per day ($6,500 per day before July 1, 2015) for each vessel chartered to Frontline Shipping (the Frontline Charterers before July 1, 2015) and also payments to Golden Ocean Management of $7,000 per day for each vessel chartered to the Golden Ocean Charterer, in accordance with the vessel management agreements. In addition, vessel operating expenses include operating and occasional voyage expenses for the container vessels, dry bulk carriers and car carriers operated on a time-charter basis and managed by related and unrelated parties, and also voyage expenses for the two Suezmax tankers currently operating in the spot market.

Vessel operating expenses increased by only 1% from 2014 to 2015. Although we took delivery of eight Capesize dry bulk carriers and three container vessels operating on time charters in 2015, and also agreed an increase in fixed daily fees payable to Frontline Management from July 1, 2015, onwards, which all served to increase vessel operating expenses, there were reductions elsewhere due to the disposal of tankers in 2014 and 2015 and also considerably lower operating and voyage expenses for the two tankers operating in the spot market.

Depreciation expenses relate to the vessels on charters accounted for as operating leases and on voyage charters. The increase from 2014 to 2015 is primarily due to the delivery in 2014 of two newbuilding container vessels and the delivery in 2015 of eight dry bulk carriers and three newbuilding container vessels, partly offset by the disposal of five container vessels in 2015.

During 2015, a review of the carrying value of long-lived assets indicated that the carrying values of two of our offshore supply vessels and two of our container vessels were impaired and an impairment charge was taken. In 2014, an impairment charge was made against five 2,800 TEU container vessels.

Administrative expenses, which include salaries, office costs, and fees for professional and administrative services, were lower in 2015 than 2014, principally due to lower salary costs.

Interest income decreased from $40.5 million in 2014 to $39.1 million in 2015, mainly due to the absences in 2015 of $6.5 million interest received in 2014 on the shareholder's loan to SFL West Polaris, which was sold in 2014, and of $4.5 million interest received in 2014 on refunded shipyard instalment payments relating to four canceled newbuilding contracts, largely offset by a $9.4 million increase in interest received on Frontline loan notes, additional notes having been received in November 2014 on the termination of the charters on three VLCCs.

Interest expense



(in thousands of $)	2015	2014
Interest on US$ floating rate loans	23,726	25,163
Interest on NOK floating rate bonds due 2014	—	1,137
Interest on NOK floating rate bonds due 2017	4,628	6,094
Interest on NOK floating rate bonds due 2019	5,604	6,675
Interest on 3.75% convertible bonds due 2016	4,685	4,688
Interest on 3.25% convertible bonds due 2018	11,375	11,375
Swap interest	8,947	19,486
Other interest	5	192
Amortization of deferred charges	11,613	11,271
	70,583	86,081

At December 31, 2015, the Company and its consolidated subsidiaries had total debt outstanding of $1.7 billion (2014: $1.7 billion) comprised of $149 million (NOK1,323 million) net outstanding principal amount of NOK floating rate bonds (2014: $196 million, NOK1,464 million), $118 million net outstanding principal amount of 3.75% convertible bonds (2014: $125 million), $350 million net outstanding principal amount of 3.25% convertible bonds (2014: $350 million) and $1.0 billion under floating rate secured long term credit facilities (2014: $1.1 billion). The average three-month US$ London Interbank Offered Rate, or LIBOR, was 0.32% in 2015 and 0.23% in 2014. Total interest expense in 2015 was $15.5 million less than in 2014, mainly due to reduced swap interest.

The decrease in interest payable on the NOK floating rate bonds due 2014 is due to their redemption in April 2014. The decrease in interest payable on the NOK floating rate bonds due 2017 and 2019 is due to repurchases in 2015, which are being held as treasury bonds. The small decrease in interest payable on the 3.75% convertible bonds is due to repurchases in December 2015.

At December 31, 2015, the Company and its consolidated subsidiaries were party to interest rate swap contracts, which effectively fix our interest rates on $1.0 billion of floating rate debt at a weighted average rate excluding margin of 3.02% per annum (2014: $1.3 billion of floating rate debt fixed at a weighted average rate excluding margin of 3.41% per annum). The reductions in swap interest paid and the weighted average swap rate is substantially due to the termination of certain swaps with a fixed rate of 6%.

As reported above, four ultra-deepwater drilling units and two chartered-in container vessels were accounted for under the equity method in 2015 and 2014. Their non-operating expenses, including interest expenses, are not included above, but are reflected in "Equity in earnings of associated companies" below.

During 2014 and 2015, the Company had certain wholly-owned subsidiaries accounted for under the equity method, as discussed in the consolidated financial statements included herein (Note 16: Investment in associated companies). The total equity in earnings of associated companies in 2015 was more or less the same as in 2014, with the $3.7 million increase in earnings from the newbuilding harsh environment jack-up drilling rig West Linus, delivered in February 2014, and the $2.6 million share of net income from Frontline during the period in 2015 when it was an equity accounted associate, substantially offset by the $4.6 million decrease in earnings from the drillship West Polaris, sold in December 2014, the $0.9 million decrease in earnings from West Hercules and West Taurus, associated with reducing finance lease interest income, and the $0.7 million decrease in earnings from two container vessels chartered in until the first quarter of 2014 (see Note 16).

Net income for the year ended December 31, 2014, was $122.8 million, an increase of 38% from the year ended December 31, 2013.

Net operating income in 2014 was $27.8 million higher than in 2013, principally due to the $33.0 million increase in profit sharing revenues (see below). Net income was $33.6 million higher, owing to the increase in net operating income and higher interest income and equity in earnings of associated companies, partly offset by higher net other non-operating costs (see below).

Four ultra-deepwater drilling units (one of which was a newbuilding delivered in February 2014) and two container vessels chartered-in on bareboat charters (until the charters were terminated in the first quarter of 2014) were accounted for under the equity method during 2014 and 2013. The operating revenues of the wholly-owned subsidiaries owning these assets are included under "equity in earnings of associated companies", where they are reported net of operating and non-operating expenses.

Operating revenues



(in thousands of $)	2014	2013
Direct financing and sales-type lease interest income	45,363	59,616
Finance lease service revenues	46,488	54,236
Profit sharing revenues	33,756	770
Time charter revenues	93,052	83,425
Bareboat charter revenues	69,771	61,029
Voyage charter revenues	34,608	9,724
Other operating income	4,449	2,060
Total operating revenues	327,487	270,860

Total operating revenues increased 21% in the year ended December 31, 2014, compared with 2013.

The $14.3 million reduction in lease interest income from 2013 to 2014 is due to the inherent reduction over time in the amount of total lease receipts which are allocated to lease interest income, and also to the sale in 2014 of three VLCCs (Front Comanche, Front Commerce and Front Opalia) and in 2013 of two VLCCs (Front Champion and Golden Victory), one Suezmax tanker (Front Pride) and one OBO (Front Guider), all of which were previously direct financing lease assets chartered to the Frontline Charterers.

The reduction in finance lease service revenue reflects the above sales of vessels in 2014 and 2013, which had been direct financing lease assets chartered to the Frontline Charterers on a time-charter basis.

In 2014 we earned $32.7 million under the profit sharing arrangements with the Frontline Charterers, all of which was cash sweep income. In 2013 we had no earnings under these arrangements, due to the poor state of the tanker market during the year. We also have a profit sharing agreement relating to five Handysize dry bulk carriers chartered to UFC in 2014, which earned us $1.1 million in 2014, compared with $0.8 million in 2013.

During 2013, time-charter revenues were earned by seven container vessels, 12 dry bulk carriers and two car carriers. In 2014, we took delivery of two additional container vessels and two additional dry bulk carriers operating under time-charters. The 12% increase in time-charter revenues from 2013 to 2014 is due to these four additional vessels.

In 2013, we had four offshore supply vessels, two chemical tankers, one jack-up drilling rig, and two 1,700 TEU container vessels operating under bareboat charters. In 2014 we took delivery of nine additional container vessels operating under bareboat charters, resulting in an increase of $8.7 million in bareboat charter revenues.

Our two vessels operated on a voyage charter basis since September 2013 earned $34.6 million in voyage charter revenues in 2014 (2013: $9.7 million).

The following table analyzes our cash flows from the direct financing and sales-type leases with the Frontline Charterers, Deep Sea, Deep Sea Supply BTG and North China Shipping Holdings Co. Ltd., or NCS, during ~~2013~~2014 and ~~2012,~~2013, and shows how they are accounted for:

The tankers and OBOs chartered on direct financing leases to the Frontline Charterers are leased on time charter terms, where we are responsible for the management and operation of such vessels. This has been effected by entering into fixed price agreements with Frontline Management whereby we pay them management fees of $6,500 per day for each vessel chartered to the Frontline Charterers. Accordingly, $6,500 per day is allocated from each time charter payment received from the Frontline Charterers to cover lease executory costs, and this is classified as "finance lease service revenue". If any vessel chartered on direct financing leases to the Frontline Charterers is sub-chartered on a bareboat basis, then the charter payments for that vessel are reduced by $6,500 per day for the duration of the bareboat sub-charter.

~~Gains of $18.0~~In 2014, losses totaling $1.4 million were recorded ~~in 2013~~ on the ~~disposals~~disposal of ~~the non-double hull VLCC~~ three VLCCs (~~Edinburgh~~Front Comanche, ~~the Suezmax tanker~~ Front ~~Pride~~Commerce and ~~the OBO~~ Front ~~Guider~~Opalia). ~~Two non-double hull~~In 2013, three VLCCs, one Suezmax tanker and ~~four OBOs~~one OBO were sold, ~~in 2012,~~ with gains totaling ~~$25.7~~$18.0 million.

In 2014, compensation amounting to $25.3 million was received in respect of the early termination of the time charters on four Handysize dry bulk carriers. There was no gain on termination of charters in 2013. In 2012, a gain of $21.7 million was recorded, equal to the fair value of the compensation received when we agreed to terminate the long-term bareboat charter agreements with Horizon Lines LLC relating to five 2,800 TEU container vessels (see below "Year ended December 31, 2012, compared with year ended December 31, 2011")

Vessel operating expenses increased by ~~$10.6~~$13.9 million from ~~2012~~2013 to ~~2013.~~2014. The increase was largely due to the $17.0 million increase in voyage and other operating costs of the two Suezmax tankers, which commenced operating on voyage charters in September 2013, and also to the $2.9 million in operating costs for the additional two container vessels ~~drybulk carriers~~ and ~~car~~two dry bulk carriers operating under time charters in ~~2012 and 2013, in addition to the two Suezmax tankers which commenced voyage charters in September 2013.~~2014. The increase was partly offset by ~~reduced~~the $5.9 million reduction in payments to Frontline Management associated with disposals in ~~2012~~2013 and ~~2013~~2014 of five time-chartered ~~OBOs~~VLCCs, one Suezmax tanker and ~~VLCCs.~~one OBO.

~~Depreciation expenses relate to the vessels on charters accounted for as operating leases and on voyage charters.~~ The increase in depreciation from ~~2012~~2013 to ~~2013~~2014 is primarily due to the delivery of ~~six drybulk~~11 container vessels and two dry bulk carriers in ~~2012~~2014 accounted for as operating lease assets.

During 2014, a review of the carrying value of long-lived assets indicated that the carrying value of five 2,800 TEU container vessels was impaired and ~~2013, and the acquisition of two car carriers~~an impairment charge was taken. No vessel impairment charge was recorded in ~~2012.~~2013.

Administrative expenses, which include salaries, ~~accommodation,~~office costs, and fees for professional and administrative services, were ~~reduced~~substantially unchanged from ~~2012~~2013 to ~~2013, primarily due to a decrease in staff related costs, including reduced amortization of stock based compensation.~~2014.

Interest income increased ~~by $2.9~~from $30.1 million in 2013 to $40.5 million in 2014, mainly as a result of ~~investments made in 2012 and 2013 in available-for-sale securities, and~~ interest received on refunded shipyard instalment payments relating to four canceled newbuilding contracts, interest receivable on loan notes ~~received from Horizon Lines LLC in 2012 and 2013 and~~ from Frontline in ~~2013.~~connection with the termination in November 2013 of the charters on Front Champion and Golden Victory, and interest receivable on the new shareholder's loan to SFL Linus (see Note 16: Investment in Associated Companies).

Interest expense



(in thousands of $)	2014	2013
Interest on US$ floating rate loans	25,163	25,816
Interest on NOK floating rate bonds due 2014	1,137	4,246
Interest on NOK floating rate bonds due 2017	6,094	6,981
Interest on NOK floating rate bonds due 2019	6,675	—
Interest on 8.5% Senior Notes due 2013	—	2,963
Interest on 3.75% convertible bonds due 2016	4,688	4,688
Interest on 3.25% convertible bonds due 2018	11,375	10,459
Swap interest	19,486	20,742
Other interest	192	25
Amortization of deferred charges	11,271	11,305
	86,081	87,225

At December 31, ~~2013,~~2014, the Company and its consolidated subsidiaries had total debt outstanding of $1.7 billion ~~(2012: $1.8~~(2013: $1.7 billion) comprised of ~~$165~~$196 million ~~(NOK1,001~~(NOK1,464 million) net outstanding principal amount of NOK floating rate bonds ~~(2012: $186~~(2013: $165 million, ~~NOK1,036~~NOK1,001 million), $125 million net outstanding principal amount of 3.75% convertible bonds ~~(2012:~~(2013: $125 million), $350 million net outstanding principal amount of 3.25% convertible bonds ~~(2012: $nil)~~(2013: $350 million) and $1.1 billion under floating rate secured long term credit facilities ~~(2012: $1.3~~(2013: $1.1 billion). ~~The $248 million net principal amount of 8.5% Senior Notes outstanding at December 31, 2012, was fully repaid in March 2013.~~ The average three-month US$ ~~London Interbank Offered Rate, or~~ LIBOR was 0.23% in 2014 and 0.27% in ~~2013 and 0.43% in 2012. The overall decrease in~~2013. Total interest expense ~~is due~~was substantially unchanged from 2013 to ~~reduced~~2014, in line with total debt levels.

The decrease in interest payable on the NOK floating rate bonds due 2014 is due to their redemption in April 2014. The decrease in interest payable on the NOK floating rate bonds due 2017 is due to repurchases ~~during 2012,~~in 2013, which are being held as treasury bonds. The decrease in interest payable on the 8.5% Senior Notes due 2013 is due to their redemption in March 2013. The increase in interest payable on the NOK floating rate bonds due ~~2017~~2019 and the 3.25% convertible bonds due 2018 is due to their issue dates, in ~~October 2012~~March 2014 and January 2013, respectively.

At December 31, ~~2013,~~2014, the Company and its consolidated subsidiaries were party to interest rate swap contracts, which effectively fix our interest rates on ~~$1.2~~$1.3 billion of floating rate debt at a weighted average rate excluding margin of ~~3.40%~~3.41% per annum ~~(2012: $1.0~~(2013: $1.2 billion of floating rate debt fixed at a weighted average rate excluding margin of ~~3.35%~~3.40% per annum).

As reported above, four ultra-deepwater drilling units and two chartered-in container vessels were accounted for under the equity method in ~~2013~~2014 and ~~2012.~~2013. Their non-operating expenses, including interest expenses, are not included above, but are reflected in ~~"equity~~"Equity in earnings of associated companies" below.

During ~~2012~~2013 and ~~2013,~~2014, the Company had certain wholly-owned subsidiaries accounted for under the equity method ~~as discussed~~(see Note 16: Investment in ~~Notes 2 and 16 of the consolidated financial statements included herein.~~associated companies). The total equity in earnings of associated companies in ~~2013~~2014 was ~~$15.3~~$5.3 million ~~less~~more than in ~~2012,~~2013, due to $12.4 million in earnings from the newbuilding harsh environment jack-up drilling rig West Linus delivered in February 2014, partly offset by reduced direct financing lease income on three ultra-deepwater drilling units and ~~increased loan interest expenses on related credit facilities.~~

We do not undertake any significant expenditure on research and development, and have no significant interests in patents or licenses.

~~Our charters with the Frontline Charterers provide that daily rates decline over the terms of the charters, as discussed in Item 4.B “Our Fleet”.~~

The oil tanker market is in a cyclical upswing which started in the ~~first~~second half of ~~the year and recovered in the last quarter.~~

For ~~drybulk~~dry bulk carriers, ~~2013~~2015 was ~~an improvement on 2012, which saw the weakest market in some 26 years~~considerably weaker than 2014, with ~~capacity~~charter rates and asset values at all-time lows. Capacity supply continued to grow well in excess of demand. Charter rates ~~improved towards the end of the year, but fell back in the first months of 2014. With fleet capacity growth forecast to be less than tonnage demand in 2014, market fundamentals~~ are expected to ~~strengthen.~~remain at very low levels in 2016, with fleet capacity forecast to increase by around 2% and demand by less than 1%. Although dry bulk trade has increased at an average rate in excess of 4% per annum over the past ten years, fleet capacity has grown by more than 8% per annum over the same period, as expectations of growth in China and other developing countries, coupled with optimism over the speed of economic recovery in Europe, led to excessive ordering from shipyards. China accounts for approximately 40% of world tonnage demand, and the market for ~~2014~~2016 will depend critically on China's economic growth rate, which is in turn is significantly dependent on worldwide economic ~~growth, predicted to be slightly stronger than in 2013.~~growth.

Charter rates for container vessels continued at low levels for most of 2015, particularly for smaller vessels. With capacity growth in ~~2013~~2016 predicted to be between 4% and ~~with~~5%, and growth in demand ~~predicted~~expected to be ~~more or less matched by increased~~between 3% and 4%, surplus capacity it is expected ~~that 2014 will be~~to persist and result in 2016 being another difficult year for the containership industry. Again, it is a return to higher economic growth ~~levels,~~rates, particularly in Europe and the ~~U.S. and Europe,~~emerging markets, which is needed before demand levels can rise sufficiently to reduce the current excess capacity and enable charter rates to increase.

The dramatic reduction in the oil price which occurred in 2014 and 2015 has reduced demand for offshore drilling units, and ~~supply markets~~day rates and utilizations have declined considerably in the past two years, and are expected to continue declining in 2016. Most offshore exploration activities are not viable at the current price of around $40 per barrel, and if the price stays at this level it is inevitable that demand and day rates for drilling units will continue to ~~be strong, underpinned by exploration~~decline. It is possible that some owners/operators of drilling units will experience financial difficulties in the near future, including breaking banking covenants and ~~development activities linked~~restructuring. Nevertheless, it is widely thought that the price of oil will have to ~~higher~~increase over the coming years, as reserves need replacing and OPEC countries seek to generate more revenue. It is expected that jack-up drilling rigs will benefit from any increase in oil prices ~~and~~earlier than floating drilling units, as the ~~need to replace reserves. However,~~former operate in shallower waters where the ~~new emphasis on financial discipline by~~break-even cost of oil ~~and gas companies~~production is lower. Most of our drilling units have long-term fixed rate charters which are not expected to ~~prevent daily rates from rising any further from the high levels of 2013,~~be exposed to short and ~~rates for ultra-deepwater units could well decline somewhat.~~medium-term market fluctuations, although we have one jack-up drilling rig with a charter terminating in February 2018.

Interest rates have been at historically low levels since ~~December 31,~~ 2009, and are expected to remain low throughout ~~2014,~~2016, based on the forward interest rate curve. ~~However,~~Despite the recent small increase in U.S. dollar interest rates, it is not expected that rates will increase further in 2016, as the tentative economic recovery ~~becomes more established, it is thought that interest rates could start increasing from 2015 onwards.~~falters in Europe and emerging economies. We have effectively hedged most of our interest exposure on our floating rate debt through swap agreements with banks. Several of our charter contracts also include interest adjustment clauses, whereby the charter rate is adjusted to reflect the actual interest paid on a deemed outstanding loan relating to the asset, effectively transferring the interest rate exposure to our counterparty under the charter contract.

At December 31, ~~2013,~~2015, we are not party to any arrangements which may be considered to be off balance sheet arrangements.

The following table sets forth information regarding our executive officers and directors and the Chief Executive Officer and the Chief Financial Officer of our wholly owned subsidiary Ship Finance Management AS, who are responsible for overseeing our management.

Under our constituent documents, we are required to have at least one independent director on our ~~board~~Board of ~~directors~~Directors whose consent will be required to file for bankruptcy, liquidate or dissolve, merge or sell all or substantially all of our assets.

Certain biographical information about each of our directors and executive officers is set forth below.

Hans Petter Aas has served as a director of the Company since August 2008 and as Chairman of the Board since January 2009. He has served on the Audit Committee since 2010. Mr. Aas has a long career as banker in the international shipping and offshore market, and retired from his position as Global Head of the Shipping, Offshore and Logistics Division of DnB NOR in August 2008. He joined DnB NOR (then Bergen Bank) in 1989, and has previously worked for the Petroleum Division of the Norwegian Ministry of Industry and the Ministry of Energy, as well as for Vesta Insurance and Nevi Finance. Mr. Aas is also a director of ~~Golar LNG Limited, Golar LNG Partners LP,~~ Deep Sea, ~~Supply Plc., Knightsbridge Tankers Ltd., Knutsen Offshore Tankers ASA,~~Golden Ocean, Seadrill, Knutsen NYK Offshore Partners, ~~JO Tankers,~~ Solvang ASA and Gearbulk Holding Limited.

Kate Blankenship has served as a director of the Company since October 2003. Mrs. Blankenship served as the Company's Chief Accounting Officer and Company Secretary from October 2003 to October 2005. Mrs. Blankenship has served as a director of ~~Golar LNG Limited since July 2003,~~ Frontline since August 2003, Golar LNG Limited from July 2003 until September 2015, Golden Ocean since November 2004, Seadrill since May 2005, Archer Limited since August 2007, Golar LNG Partners LP ~~since~~from September 2007 until September 2015, Independent Tankers Corporation Limited since February 2008, ~~Frontline 2012 Ltd. since December 2011,~~ NADL since February 2011, Seadrill Partners LLC since 2012 and Avance Gas ~~Ltd.~~Holdings Limited since October 2013. Mrs. Blankenship is a member of the Institute of Chartered Accountants in England and Wales.

Paul Leand has served as a director of the Company since 2003. Mr. Leand is the Chief Executive Officer and Director of AMA Capital Partners LLC, or AMA, an investment bank specializing in the maritime industry. From 1989 to 1998, Mr. Leand served at the First National Bank of Maryland where he managed the Bank's Railroad Division and its International Maritime Division. He has worked extensively in the U.S. capital markets in connection with AMA's restructuring and mergers and acquisitions practices. Mr. Leand serves as a member of American Marine Credit LLC's Credit Committee and served as a member of the Investment Committee of AMA Shipping Fund I, a private equity fund formed and managed by AMA. Mr. Leand serves as Chairman of Eagle Bulk Shipping Inc. and is also a director of Seadrill, NADL, Lloyd Fonds AG and Golar LNG Partners LP.

Harald Thorstein has served as a director of the Company since September 2011. Mr. Thorstein is currently employed by Seatankers Consultancy Services (UK) Limited (previously Frontline Corporate ~~Services~~Services) in London, prior to which he was employed in the Corporate Finance division of DnB NOR Markets, specializing in the offshore and shipping sectors. Mr. Thorstein has an MSc in Industrial Economics and Technology Management from the Norwegian University of Science and Technology. MrMr. Thorstein ~~is also~~has served as a director of ~~Deep Sea Supply Plc., Aktiv Kapital AS, NADL,~~Seadrill Partners LLC since 2012, Northern Offshore Limited since 2012, Golden Ocean since 2014, and ~~Seadrill Partners LLC.~~as Chairman of the Board of Directors of Deep Sea since May 2013.

Ole B. Hjertaker has served Ship Finance Management AS as Chief Executive Officer since July 2009, prior to which he served as Chief Financial Officer from September 2006. Mr. Hjertaker also served Ship Finance Management AS as Interim Chief Financial Officer between July 2009 and January 2011. Prior to joining Ship Finance, Mr. Hjertaker was employed in the Corporate Finance division of DnB NOR Markets, a leading shipping and offshore bank. Mr. Hjertaker has extensive corporate and investment banking experience, mainly within the maritime/transportation industries. Mr. Hjertaker also serves as a director of Global Rig Company ASA.

Harald Gurvin was appointed as Chief Financial Officer of Ship Finance Management AS in March 2012, prior to which he served as Senior Vice President from August 2008. Before joining Ship Finance in July 2006, Mr. Gurvin spent seven years with the global shipping group of Fortis Bank, specializing in shipping and offshore finance. Mr. Gurvin has an MSc in Shipping, Trade and Finance from the CASS Business School in London and an MSc in Marine Engineering and Naval Architecture from the Norwegian University of Science and Technology.

During the year ended December 31, ~~2013,~~2015, we paid to our directors and executive officers aggregate cash compensation of $2.1 million including an aggregate amount of ~~$0.05~~$0.06 million for pension and retirement benefits. We reimburse directors for reasonable out of pocket expenses incurred by them in connection with their service to us.

~~In addition to cash compensation, during 2013 we also recognized an expense of $0.2 million relating to stock options issued to certain of our directors and employees.~~ During ~~2013, 75,000~~2015, 64,000 share options were exercised and nonone were issued. At December 31, 2015, there were a total of 125,000 options ~~were~~outstanding. In March 2016, we issued ~~or forfeited, bringing~~36,575 new shares to satisfy the ~~total~~options outstanding ~~options~~ at December 31, ~~2013,~~2015. In March 2016, 279,000 options were awarded to ~~423,000.~~employees and board members pursuant to the Company's Share Option Scheme. The options vest over a three year period ~~with the first of them vesting in July 2010,~~ and ~~expire between July 2014 and March 2016.~~have a five year term. The initial exercise price ~~of the options~~ is ~~currently between $3.72 and $15.53~~$14.38 per share and ~~shall~~the first options will be ~~reduced~~exercisable from ~~time to time by the amount of any future dividend declared with respect to the common shares.~~March 2017.

In accordance with our Bye-laws, the number of directors shall be such number not less than two as we may by Ordinary Resolution determine from time to time, and each director shall hold office until the next annual general meeting following his election or until his successor is elected. We currently have ~~five~~six directors.

We currently have an Audit Committee, which is responsible for overseeing the quality and integrity of our financial statements and our accounting, auditing and financial reporting practices, our compliance with legal and regulatory requirements, the independent auditor's qualifications, independence and performance, and our internal audit function. Kate Blankenship is the Chairperson of the Audit Committee and the Audit Committee Financial Expert. Hans Petter Aas is also a member of the Audit Committee.

We currently have a Compensation Committee, which is responsible for establishing and reviewing the executive officers' and managements' compensation and benefits. Hans Petter Aas is the Chairperson of the Compensation Committee. Paul Leand and Harald Thorstein are also members of the Compensation Committee.

As a foreign private issuer, we are exempt from certain requirements of the NYSE that are applicable to U.S. listed companies. For a listing and further discussion of how our corporate governance practices differ from those required of U.S. companies listed on the NYSE, please see Item 16G or visit the corporate governance section of our website at www.shipfinance.bm.

Our officers are elected by our Board of Directors as soon as possible following each Annual General Meeting and shall hold office for such period and on such terms as the Board of Directors may determine.

There are no service contracts between us and any of our directors providing for benefits upon termination of their employment or service.

We currently employ, and during the year ended December 31, 2015, employed, seven persons on a full-time basis. We have contracted with Frontline Management, Golden Ocean Management and other third parties for certain managerial responsibilities for our fleet, and with Frontline Management for some administrative services, including corporate services.

The beneficial interests of our Directors and officers in our common shares as of ~~March 27, 2014~~April 1, 2016, are as follows:

* Less than one percent.

In November 2006, our ~~board~~Board of ~~directors~~Directors approved the Ship Finance International Limited Share Option Scheme. The subscription price for all options granted under the scheme will be reduced by the amount of all dividends declared by the Company per share in the period from the date of grant until the date the options are exercised. In ~~2013,~~2015, two ~~of our~~officers and three employees exercised options to acquire ~~35,000~~64,000 shares at ~~a price of $5.29~~prices which averaged $10.55 per share, and we issued ~~35,000~~64,000 new shares in order to satisfy the exercised options. Also in 2013, an employee exercised options to acquire 40,000 shares, and in lieu of issuing new shares the Company made a payment to him equal to the intrinsic value of the options on the date of exercise. In March ~~2014, a director exercised options to acquire 25,000 shares at a price of $6.78 per share, and~~2016, we issued ~~25,000~~36,575 new shares to satisfy 125,000 options expiring in March 2016. The exercise price was $12.11 per share. In March 2016, 279,000 options were awarded to employees and board members pursuant to the ~~exercised options.~~Company's Share Option Scheme. The options vest over a three year period and have a five year term. The initial exercise price is $14.38 per share and the first options will be exercisable from March 2017.

Details of options to acquire common shares in the Company by our Directors and officers as of ~~March 27, 2014~~,April 1, 2016, were as follows:

Ship Finance International Limited is indirectly controlled by another corporation (see below). The following table presents certain information as at ~~March 27, 2014~~April 1, 2016, regarding the ownership of our Common Shares with respect to each shareholder whom we know to beneficially own ~~more than~~ five percent or more of our outstanding Common Shares.

The Company's major shareholders have the same voting rights as other shareholders of the Company.

As at March ~~27, 2014~~31, 2016, the Company had ~~438~~245 holders of record in the United ~~States.~~States, including Cede & Co. as a single holder of record. We had a total of ~~93,285,000 of~~93,504,575 Common Shares outstanding as of March ~~27, 2014~~.31, 2016.

We are not aware of any arrangements, the operation of which may at a subsequent date result in a change in control.

The Company, which was formed in 2003 as a wholly-owned subsidiary of Frontline, was partially spun-off in 2004 and its shares commenced trading on the NYSE in June 2004. A significant proportion of our assets were acquired from Frontline in 2004. The majority of our business continues to be transacted through contractual relationships between us and the following related parties, being companies in which Hemen and companies associated with Hemen have, or had, a significant direct or indirect interest:

As of ~~March 27, 2014~~April 1, 2016, we charter 2014 double-hull vessels to ~~the~~ Frontline ~~Charterers~~Shipping under long-term capital leases, most of which were given economic effect from January 1, 2004. At December 31, ~~2013,~~2015, the balance of net investments in capital leases to ~~the~~ Frontline ~~Charterers~~Shipping was ~~$829~~$467 million ~~(2012: $968~~(2014: $682 million) of which ~~$36~~$28 million ~~(2012: $42~~(2014: $30 million) represents short-term maturities. On December 30, 2011, amendments were made to the original charter agreements relating to ~~these~~ vessels chartered to the Frontline Charterers, in terms of which ~~the Company~~we received a compensation payment of $106 million and agreed to a $6,500 per day reduction in the time charter rate of each vessel for the period from January 1, 2012, to December 31, 2015. Thereafter, the charter rates were to revert to the previously agreed daily amounts. On June 5, 2015, further amendments were made to the charter agreements, permanently reducing the daily time-charter rates to $20,000 per day for VLCCs and $15,000 per day for Suezmax tankers from July 1, 2015, onwards. The charters for three of the vessels were transferred from Frontline Shipping II to Frontline Shipping, which is now the charter counterparty for all of the vessels. As part of the amended agreement, Frontline was released from its guarantee obligations under the charters, and in exchange a cash reserve of $2 million per vessel has been built up in Frontline Shipping as security for their obligations under the charters. As compensation for these amendments we received 55 million ordinary shares in Frontline, the fair value of which amounted to $150 million. Following the amendments effective from January 1, 2012, and then again from July 1, 2015, the leases were ~~amended~~revised to reflect the compensation payment received and the reduction in future minimum lease payments to be received. In February 2016, Frontline enacted a 1-for-5 reverse stock split and our holding of Frontline now consists of 11 million ordinary shares.

Prior to December 31, 2011, the Frontline Charterers paid ~~the Company~~us a profit sharing rate of 20% of their earnings above average threshold charter rates on a ~~time-charter equivalent~~TCE basis from their use of ~~the Company's~~our fleet each fiscal year. The amendments to the charter agreements made on December 30, 2011, increased the profit sharing percentage to 25% for future earnings above those threshold levels. Of the $106 million compensation payment received, $50 million ~~represents~~represented a non-refundable advance relating to the 25% profit sharing agreement. ~~The Company~~We earned and recognized no revenue under the 25% profit sharing ~~revenue~~arrangement during the three and a half years of its duration, as the cumulative share of earnings did not attain the starting level of $50 million.

The amendments to the charter agreements made on June 5, 2015, further increased the profit sharing percentage to 50% for earnings above the new time-charter rates with effect from July 1, 2015, and this arrangement is not subject to any constraints. We earned $37 million under ~~these arrangements~~the 50% profit sharing agreement in ~~the year ended December 31, 2013, of $nil (2012:~~2015 (2014: $nil; ~~2011: $0.5 million)~~2013: $nil).

The amendments to the charter agreements made on December 30, 2011, additionally ~~provide~~provided that during the temporary reduction in charter rates, the Frontline Charterers ~~will~~would pay the Company 100% of any earnings on a ~~time-charter equivalent~~TCE basis above the temporarily reduced time charter rates, subject to a maximum of $6,500 per day per vessel. In the year ended December 31, ~~2013,~~2015, we earned and recognized ~~$nil~~$20 million revenue under this arrangement, which is also reported under "Profit sharing revenues" ~~(2012: $52.2 million; 2011:~~(2014: $33 million, 2013: $nil).

As of ~~March 27, 2014~~April 1, 2016, we charter ~~three~~two of our drilling units to the Seadrill Charterers under long-term capital leases, ~~all of which are~~these units being owned by equity-accounted subsidiaries. At December 31, ~~2013,~~2015, the balance of net investments in capital leases to the Seadrill Charterers was ~~$1,479~~$788 million ~~(2012: $1,655~~(2014: $855 million), of which ~~$169~~$64 million ~~(2012: $176~~(2014: $67 million) represents short-term maturities.

~~In July 2013,~~As of April 1, 2016, we ~~entered into an agreement to acquire~~charter a harsh environment jack-up drilling rig ~~from~~to a subsidiary of NADL ~~for~~under a ~~total acquisition cost~~long-term capital lease, this rig being owned by an equity-accounted subsidiary. At December 31, 2015 the balance of ~~$600 million.~~the net investment in the capital lease to the subsidiary was $530 million (2014: $574 million) of which $47 million (2014: $44 million) represents short-term maturities. The ~~rig, which was delivered to us in February 2014, has been leased back to NADL on a~~obligations under the bareboat charter ~~in excess of 15 years, which includes four purchase options in favor of~~were originally guaranteed by NADL. In February 2015, amendments were made to the bareboat charter, whereby Seadrill replaced NADL ~~and a sale option in our favor at the end of the~~as charter ~~period.~~guarantor.

In May 2013, the Company agreed to change the legal entity under the charters for five of the six vessels then on charter to subsidiaries of Deep Sea Supply Plc. The new charterer iswas Deep Sea Supply Shipowning II B.V., a wholly-owned subsidiary of Deep Sea Supply BTG B.V., which iswas a joint venture owned 50% by Deep Sea Supply Plc. and 50% by BTG Pactual. The new charters became effective on May 31, 2013, and the main terms of the charters remain unchanged. ~~We refer to~~In September 2015, Deep Sea Supply ~~Plc. and~~Shipowning II B.V. merged with the newly established company Deep Sea Supply Shipowning II AS, with the latter as the surviving entity. Simultaneously, Deep Sea Supply BTG B.V. ~~together~~merged with the newly established company Deep Sea Supply BTG AS, with the latter as ~~Deep Sea.~~the surviving entity.

As of ~~March 27, 2014~~April 1, 2016, ~~two~~one of our ~~six~~five offshore supply vessels chartered to subsidiaries of Deep Sea Supply BTG under long-term leases ~~are~~is accounted for as a capital ~~leases, with~~lease, as was the ~~remaining~~offshore supply vessel Sea Bear chartered to Deep Sea before it was sold in February 2016. The other four ~~being~~offshore supply vessels are operating ~~leases.~~lease assets. At December 31, ~~2013,~~2015, the balance of net investments in capital leases to subsidiaries of Deep Sea Supply BTG and Deep Sea was ~~$74~~$44 million ~~(2012: $82~~(2014: $65 million), of which $9 million ~~(2012: $8~~(2014: $7 million) ~~represents~~represented short-term maturities. At December 31, ~~2013,~~2015, the net book value of operating assets leased to ~~subsidiaries~~a subsidiary of Deep Sea Supply BTG was ~~$107~~$88 million ~~(2012: $117~~(2014: $97 million).

In the third quarter of 2015, we took delivery of eight Capesize dry bulk carriers, which we had acquired in the second quarter of 2015 from subsidiaries of Golden Ocean for a total cost of $272 million. The vessels were immediately chartered back to a subsidiary of Golden Ocean on ten year time charters, at rates of $17,600 per day for the first seven years and $14,900 per day thereafter. The performance under the charters is fully guaranteed by Golden Ocean. We will also receive a 33% profit share of revenues above these rates, although no profit sharing revenue was recognized under this arrangement in the year ended December 31, 2015. The charters for these vessels are classified as operating leases and at December 31, 2015, the net book value of these vessels was $266 million (2014: $nil)

As of ~~March 27, 2014~~,April 1, 2016, we charter four of our ~~drybulk~~dry bulk carriers to ~~subsidiaries of~~ UFC under short-term operating leases. At December 31, ~~2013,~~2015, we chartered six dry bulk carriers to UFC, and the net book value of these operating lease assets ~~leased to subsidiaries of UFC~~ was ~~$106~~$146 million ~~(2012: $nil)~~(2014: four dry bulk carriers with net book value $102 million). The charter agreements for these vessels included profit sharing arrangements, whereby we earned a 50% share of profits earned by the vessels above threshold levels. In the year ended December 31, 2015, we earned and recognized $2.5 million under these arrangements (2014: $1.1 million; 2013: $0.8 million). As of April 1, 2016, two of the four vessels on charter to UFC include profit sharing arrangements whereby we earn a 50% share of profits earned by the vessels above threshold levels. ~~In the year ended December 31, 2013, we earned and recognized $0.8 million under these arrangements (2012: $nil; 2011: $nil).~~

We pay Frontline Management a management fee of ~~$6,500~~$9,000 per day per vessel for all vessels chartered to ~~the~~ Frontline ~~Charterers,~~Shipping, apart from certain vessels where the fee is suspended while they are sub-chartered on a bareboat basis. This daily fee has been payable since July 1, 2015, when amendments to the charter agreement became effective, before which the fixed daily fee was $6,500 per day. We also have ~~seven~~12 container vessels, ~~twelve drybulk~~14 dry bulk carriers, two car carriers and two ~~car carriers~~Suezmax tankers operating on ~~time charters,~~time-charters or in the spot market, for which the supervision of the technical management is sub-contracted to Frontline Management. In the year ended December 31, ~~2013,~~2015, management fees ~~payable~~paid to Frontline Management amounted to ~~$54~~$48 million ~~(2012: $66~~(2014: $48 million; ~~2011: $71~~2013: $54 million). The management fees are classified as vessel operating expenses. ~~Frontline~~

We pay Golden Ocean Management ~~will also be responsible~~a management fee of $7,000 per day per vessel for the ~~supervision of the technical management of the six newbuilding container~~eight vessels ~~when they commence operations.~~

We have an administrative services agreement with Frontline Management under which they provide us with certain administrative support services, for which we pay our allocation of the actual costs they incur on our behalf, plus a margin. In the year ended December 31, ~~2013,~~2015, we paid Frontline Management ~~$0.4~~$0.5 million for these services ~~(2012:~~(2014: $0.5 million; ~~2011: $0.5~~2013: $0.4 million).

We ~~paid commission of 1% to Frontline Management in respect of all payments received in respect of the five year sales-type leases on the Suezmax tankers~~ ~~Glorycrown~~ ~~and~~ ~~Everbright.~~ In 2013, we paid $0.1 million to Frontline Management pursuant to this arrangement (2012: $0.1 million; 2011: $0.1 million). In September 2013, the purchaser of these vessels defaulted on their obligations and the leases were terminated. Following these terminations, we have agreed to pay Frontline a management fee of 1.25% of chartering revenues ~~plus $150 per day per vessel.~~relating to the Suezmax tankers Glorycrown and Everbright. In 2015, $0.4 million was paid to Frontline Management pursuant to this arrangement (2014: $0.3 million; 2013 $nil).

We pay fees to Frontline Management for the management supervision of some of our newbuildings, which in ~~2013~~2015 amounted to approximately ~~$2.4~~$0.1 million ~~(2012: $2.1~~(2014: $2.9 million; ~~2011: $3.1~~2013: $2.4 million).

In ~~January 2013~~2015, we sold ~~the non-double hull VLCC~~three Suezmax tankers, ~~Edinburgh~~Front Glory, Front Splendour and Mindanao, to an unrelated third ~~party. A~~parties and paid $6.8 million to Frontline as compensation for early termination ~~fee~~ of ~~approximately $7.8~~the charters.

In December 2015, we received $113 million ~~was paid to~~from Frontline when they redeemed in full, including accrued interest, five loan notes which we had received from them as compensation for the early termination of the ~~related charter.~~charters on two VLCCs sold in 2015 (Golden Victory and Front Champion) and three VLCCs sold in 2014 (Front Comanche, Front Commerce and Front Opalia).

~~In March 2013 the OBO~~ ~~Front Guider~~ ~~was sold to an unrelated third party. A termination fee of approximately $11.7 million was received from Frontline in December 2012 for the early termination of the related charter.~~

Not Applicable.

See Item 18.

We and our ship-owning subsidiaries are routinely party, as plaintiff or defendant, to claims and lawsuits in various jurisdictions for demurrage, damages, off hire and other claims and commercial disputes arising from the operation of their vessels, in the ordinary course of business or in connection with ~~its~~ acquisition activities. We believe that resolution of such claims will not have a material adverse effect on our operations or financial conditions.

Our Board of Directors adopted a policy in May 2004 in connection with our public listing, whereby we seek to pay a regular quarterly dividend, the amount of which is based on our contracted revenues and growth prospects. Our goal is to increase our quarterly dividend as we grow the business, but the timing and amount of dividends, if any, is at the sole discretion of our Board of Directors and will depend upon our operating results, financial condition, cash requirements, restrictions in terms of financing arrangements and other relevant factors.

We have paid the following cash dividends in ~~2009, 2010,~~ 2011, 2012, 2013, 2014 and ~~2013:~~2015:

On February ~~27, 2014,~~29, 2016, our Board of Directors declared a dividend of ~~$0.40~~$0.45 per share which ~~will be~~was paid in cash on ~~or about~~ March ~~28, 2014.~~30, 2016.

None

Not applicable except for Item 9.A.4. and Item 9.C.

The Company's common shares were listed on the NYSE on June 15, 2004, and commenced trading on that date under the symbol "SFL".

The following table sets forth, for each of the five most recent full financial years, the high and low closing prices for the common shares on the NYSE.

The following table sets forth, for each full financial quarter for the two most recent fiscal years, the high and low closing prices for the common shares on the NYSE.

The following table sets forth, for the most recent six months, the high and low closing prices for the common shares on the NYSE.

Not Applicable.

The Memorandum of Association of the Company has previously been filed as Exhibit 3.1 to the Company's Registration Statement on Form F-4 (Registration No. 333-115705) filed with the ~~Securities and Exchange Commission~~SEC on May 25, 2004, and is hereby incorporated by reference into this Annual Report.

At our ~~2007~~2013 Annual General Meeting the shareholders voted to amend our Bye-laws, ~~to ensure conformity with recent revisions to~~principally those governing General Meetings, proceedings of the ~~Bermuda Companies Act 1981, as amended.~~Board of Directors and delegation of its powers. These amended Bye-laws of the Company as adopted by shareholders on September ~~28, 2007,~~20, 2013 have previously been filed as Exhibit 11.3 to the Company's annual report on Form ~~6-K~~20-F for the year ended December 31, 2014, filed with the SEC on ~~October 22, 2007,~~April 9, 2015 and are hereby incorporated by reference ~~into~~to this ~~annual report.~~Annual Report.

The purposes and powers of the Company are set forth in Items 6(1) and 7(a) through (h) of our Memorandum of Association and in the Second Schedule of the Bermuda Companies Act of 1981, which is attached as an exhibit to our Memorandum of Association. These purposes include exploring, drilling, moving, transporting and refining petroleum and hydro-carbon products, including oil and oil products; the acquisition, ownership, chartering, selling, management and operation of ships and aircraft; the entering into of any guarantee, contract, indemnity or suretyship and to assure, support, secure, with or without the consideration or benefit, the performance of any obligations of any person or persons; and the borrowing and raising of money in any currency or currencies to secure or discharge any debt or obligation in any manner.

Bermuda law permits the Bye-laws of a Bermuda company to contain provisions excluding personal liability of a director, alternate director, officer, member of a committee authorized under Bye-law 98, resident representative or their respective heirs, executors or administrators to the company for any loss arising or liability attaching to him by virtue of any rule of law in respect of any negligence, default, breach of duty or breach of trust of which the officer or person may be guilty. Bermuda law also grants companies the power generally to indemnify directors, alternate directors and officers of the Company and any members of a committee authorized under Bye-law 98, resident representatives or their respective heirs, executors or administrators if any such person was or is a party or threatened to be made a party to a threatened, pending or completed action, suit or proceeding by reason of the fact that he or she is or was a director, alternate director or officer of the Company or member of a committee authorized under Bye-law 98, resident representative or their respective heirs, executors or administrators or was serving in a similar capacity for another entity at the Company's request.

Our shareholders have no pre-emptive, subscription, redemption, conversion or sinking fund rights. Shareholders are entitled to one vote for each share held of record on all matters submitted to a vote of our shareholders. Shareholders have no cumulative voting rights. Shareholders are entitled to dividends if and when they are declared by our ~~board~~Board of ~~directors,~~Directors, subject to any preferred dividend right of holders of any preference shares. Directors to be elected by shareholder require a majority of votes cast at a meeting at which a quorum is present. For all other matters, unless a different majority is required by law or our Bye-laws, resolutions to be approved by shareholders require approval by a majority of votes cast at a meeting at which a quorum is present.

Upon our liquidation, dissolution or winding up, shareholders will be entitled to receive, ratably, our net assets available after the payment of all our debts and liabilities and any preference amount owed to any preference shareholders. The rights of shareholders, including the right to elect directors, are subject to the rights of any series of preference shares we may issue in the future.

Under our Bye-laws annual meetings of shareholders will be held each calendar year at a time and place selected by our ~~board~~Board of ~~directors each calendar year.~~Directors (but never in the United Kingdom or Norway). Special meetings of shareholders may be called by our ~~board~~Board of ~~directors~~Directors at any time and must be called at the request of shareholders holding at least 10% of our paid-up share capital carrying the right to vote at general meetings. Under our Bye-laws five days' notice of an annual meeting or any special meeting must be given to each shareholder entitled to vote at that meeting. Under Bermuda law accidental failure to give notice will not invalidate proceedings at a meeting. Our ~~board~~Board of ~~directors~~Directors may set a record date at any time before or after any date on which such notice is dispatched.

Special rights attaching to any class of our shares may be altered or abrogated with the consent in writing of not less than 75% of the issued shares of that class or with the sanction of a resolution passed at a separate general meeting of the holders of such shares voting in person or by proxy.

Our Bye-laws do not prohibit a director from being a party to, or otherwise having an interest in, any transaction or arrangement with the Company or in which the Company is otherwise interested. Our Bye-laws provide our ~~board~~Board of ~~directors~~Directors the authority to exercise all of the powers of the Company to borrow money and to mortgage or charge all or any part of our property and assets as collateral security for any debt, liability or obligation. Our directors are not required to retire because of their age, and our directors are not required to be holders of our common shares. Directors serve for one year terms, and shall serve until re-elected or until their successors are appointed at the next annual general meeting.

Our Bye-laws provide that no director, alternate director, officer, person or member of a committee, if any, resident representative, or his heirs, executors or administrators, which we refer to collectively as an indemnitee, is liable for the acts, receipts, neglects, or defaults of any other such person or any person involved in our formation, or for any loss or expense incurred by us through the insufficiency or deficiency of title to any property acquired by us, or for the insufficiency or deficiency of any security in or upon which any of our monies shall be invested, or for any loss or damage arising from the bankruptcy, insolvency, or tortious act of any person with whom any monies, securities, or effects shall be deposited, or for any loss occasioned by any error of judgment, omission, default, or oversight on his part, or for any other loss, damage or misfortune whatever which shall happen in relation to the execution of his duties, or supposed duties, to us or otherwise in relation thereto. Each indemnitee will be indemnified and held harmless out of our funds to the fullest extent permitted by Bermuda law against all liabilities, loss, damage or expense (including but not limited to liabilities under contract, tort and statute or any applicable foreign law or regulation and all reasonable legal and other costs and expenses properly payable) incurred or suffered by him as such director, alternate director, officer, person or committee member or resident representative (or in his reasonable belief that he is acting as any of the above). In addition, each indemnitee shall be indemnified against all liabilities incurred in defending any proceedings, whether civil or criminal, in which judgment is given in such indemnitee's favor, or in which he is acquitted. We are authorized to purchase insurance to cover any liability he may incur under the indemnification provisions of our Bye-laws.

The Company has not entered into any new material contracts since January 1, ~~2013,~~2015, other than those entered in the ordinary course of business.

The Bermuda Monetary Authority, or the BMA, must give permission for all issuances and transfers of securities of a Bermuda exempted company like us. We have received a general permission from the BMA to issue any unissued common shares, and for the free transferability of the common shares as long as our common shares are listed on the NYSE. Our common shares may therefore be freely transferred among persons who are non-residents of Bermuda.

Although we are incorporated in Bermuda, we are classified as non-resident of Bermuda for exchange control purposes by the BMA. Other than transferring Bermuda Dollars out of Bermuda, there are no restrictions on our ability to transfer funds into and out of Bermuda or to pay dividends to U.S. residents who are holders of our common shares or other non-resident holders of our common shares in currency other than Bermuda Dollars.

The following discussion is based upon the provisions of the U.S. Internal Revenue Code of 1986, as amended, or the Code, existing and proposed U.S. Treasury Department regulations, or the Treasury Regulations, administrative rulings and pronouncements and judicial decisions, all as of the date of this ~~Annual Report.~~annual report. Unless otherwise noted, references to the "Company" include the Company's Subsidiaries. This discussion assumes that we do not have an office or other fixed place of business in the United States.

The Company anticipates that it will derive a significant portion of its gross income from the use and operation of vessels in international commerce and that this income will principally consist of freights from the transportation of cargoes, hire or lease from time or voyage charters and the performance of services directly related thereto, which the Company refers to as "shipping income."

Shipping income that is attributable to transportation that begins or ends, but that does not both begin and end, in the United States will be considered to be 50% derived from sources within the United States. Shipping income attributable to transportation that both begins and ends in the United States will be considered to be 100% derived from sources within the United States. The Company is not permitted by law to engage in transportation that gives rise to 100% U.S. source income.

Shipping income attributable to transportation exclusively between non-U.S. ports will be considered to be 100% derived from sources outside the United States. Shipping income derived from sources outside the United States will not be subject to U.S. federal income tax.

Based upon the Company's anticipated shipping operations, the Company's vessels will operate in various parts of the world, including to or from U.S. ports. Unless exempt from U.S. federal income taxation under Section 883 of the Code, the Company will be subject to U.S. federal income taxation, in the manner discussed below, to the extent its shipping income is considered derived from sources within the United States.

Under the relevant provisions of Section 883 of the Code, or Section 883, the Company will be exempt from U.S. federal income taxation on its U.S. source shipping income if:

The U.S. Treasury Department has recognized Bermuda, the country of incorporation of the Company and certain of its subsidiaries, as a "qualified foreign country." In addition, the U.S. Treasury Department has recognized Liberia, Panama, the Isle of Man, Singapore, the Marshall Islands, Malta and Cyprus, the countries of incorporation of certain of the Company's vessel-owning subsidiaries, as "qualified foreign countries." Accordingly, the Company and its vessel-owning subsidiaries satisfy the Country of Organization Requirement.

Therefore, the Company's eligibility to qualify for exemption under Section 883 is wholly dependent upon being able to satisfy one of the stock ownership requirements.

As to the Publicly-Traded Test, the Treasury Regulations under Section 883 provide, in pertinent part, that stock of a foreign corporation will be considered to be "primarily traded" on an established securities market in a country if the number of shares of each class of stock that is traded during any taxable year on all established securities markets in that country exceeds the number of shares in each such class that is traded during that year on established securities markets in any other single country.

The Publicly-Traded Test also requires our common shares be "regularly traded" on an established securities market. Under the Treasury Regulations, our common shares are considered to be "regularly traded" on an established securities market if shares representing more than 50% of our outstanding common shares, by both total combined voting power of all classes of stock entitled to vote and total value, are listed on the market, referred to as the "listing threshold." The Treasury Regulations further require that with respect to each class of stock relied upon to meet the listing threshold (i) such class of stock is traded on the market, other than in minimal quantities, on at least 60 days during the taxable year or 1/6 of the days in a short taxable year, which is referred to as the "trading frequency ~~test;"~~test", and (ii) the aggregate number of shares of such class of stock traded on such market during the taxable year is at least 10% of the average number of shares of such class of stock outstanding during such year (as appropriately adjusted in the case of a short taxable year), which is referred to aas the "trading volume test." Even if we do not satisfy both the trading frequency and trading volume tests, the Treasury Regulations provide that the trading frequency and trading volume tests will be deemed satisfied if our common shares are traded on an established securities market in the United States and such stock is regularly quoted by dealers making a market in our common shares.

Notwithstanding the foregoing, our common shares will not be considered to be regularly traded on an established securities market for any taxable year in which 50% or more of the vote and value of the outstanding common shares are owned, actually or constructively under certain stock attribution rules, on more than half the days during the taxable year by persons who each own 5% or more of the value of our common shares, which we refer to as the 5 Percent Override Rule.

In order to determine the persons who actually or constructively own 5% or more of our common shares, or 5% Shareholders, we are permitted to rely on those persons that are identified on Schedule 13G and Schedule 13D filings with the U.S. Securities and Exchange Commission as having a 5% or more beneficial interest in our common shares. In addition, an investment company identified on a Schedule 13G or Schedule 13D filing which is registered under the Investment Company Act of 1940, as amended, will not be treated as a 5% Shareholder for such purposes.

~~Therefore, there~~For our 2015 taxable year, we do not believe that we were subject to the 5 Percent Override Rule and, therefore, we believe that we satisfied the Publicly-Traded Test. There are, however, factual circumstances beyond our control that could cause the Company to lose the benefit of the Section 883 exemption and thereby become subject to U.S. federal income tax on its U.S. source shipping income. For example, Hemen owned approximately ~~37%~~36% of our outstanding common shares as of December 31, ~~2013.~~2015. There is, therefore, a risk that the Company could no longer qualify for exemption under Section 883 for a particular taxable year if other 5% Shareholders were, in combination with Hemen, to own 50% or more of the outstanding common shares of the Company on more than half the days during the taxable year. Due to the factual nature of the issues involved, there can be no assurances as to the tax-exempt status of the Company or any of its subsidiaries.

In the event the 5 Percent Override Rule is triggered, the 5 Percent Override Rule will nevertheless not apply if we can establish that among the closely-held group of 5% Shareholders, there are sufficient 5% Shareholders that are considered to be "qualified shareholders" for purposes of Section 883 to preclude non-qualified 5% Shareholders in the closely-held group from owning 50% or more of our common shares for more than half the number of days during the taxable year.

In any year that the 5 Percent Override Rule is triggered with respect to us, we are eligible for the exemption from tax under Section 883 only if we can nevertheless satisfy the Publicly-Traded Test (which requires, among other things, showing that the exception to the 5 Percent Override Rule applies) or if we can satisfy the 50% Ownership Test. In either case, certain substantiation and reporting requirements regarding the identity of our shareholders must be satisfied in order to qualify for the Section 883 exemption. These requirements are onerous and there is no assurance that we would be able to satisfy them.

To the extent the benefits of Section 883 are unavailable with respect to any item of U.S. source income, the Company's U.S. source shipping income, to the extent not considered to be "effectively connected" with the conduct of a U.S. trade or business, as described below, would be subject to a 4% tax imposed by Section 887 of the Code on a gross basis, without the benefit of deductions, which we refer to as the "4% gross basis tax regime." Since, under the sourcing rules described above, no more than 50% of the Company's shipping income would be treated as being derived from U.S. sources, the maximum effective rate of U.S. federal income tax on the Company's shipping income, to the extent not considered to be "effectively connected" with the conduct of a U.S. trade or business, would never exceed 2% under the 4% gross basis tax regime.

To the extent the benefits of the Section 883 exemption are unavailable and our U.S. source shipping income is considered to be "effectively connected" with the conduct of a U.S. trade or business, as described below, any such "effectively connected" U.S. source shipping income, net of applicable deductions, would be subject to the U.S. federal corporate income tax currently imposed at rates of up to 35%. In addition, we may be subject to the 30% "branch profits" tax on earnings "effectively connected" with the conduct of such U.S. trade or business, as determined after allowance for certain adjustments, and on certain interest paid or deemed paid attributable to the conduct of such U.S. trade or business.

Our U.S. source shipping income would be considered "effectively connected" with the conduct of a U.S. trade or business only if:

We do not have, nor will we permit circumstances that would result in having, any vessel sailing to or from the United States on a regularly scheduled basis. Based on the foregoing and on the expected mode of our shipping operations and other activities, we believe that none of our U.S. source shipping income is or will be "effectively connected" with the conduct of a U.S. trade or business.

Regardless of whether we qualify for exemption under Section 883, we will not be subject to U.S. federal income taxation with respect to gain realized on a sale of a vessel, provided the sale is considered to occur outside of the United States under U.S. federal income tax principles. In general, a sale of a vessel will be considered to occur outside of the United States for this purpose if title to the vessel, and risk of loss with respect to the vessel, pass to the buyer outside of the United States. It is expected that any sale of a vessel by us will be considered to occur outside of the United States.

In addition to our shipping operations, we charter drillrigs to third parties who conduct drilling operations in various parts of the world. Since we are not engaged in a trade or business in the United States, we do not expect to be subject to U.S. federal income tax on any of our income from such charters.

The following is a discussion of the material U.S. federal income tax considerations relevant to an investment decision by a U.S. Holder, as defined below, with respect to our common shares. This discussion does not purport to deal with the tax consequences of owning our common shares to all categories of investors, some of which may be subject to special rules. You are encouraged to consult your own tax advisors concerning the overall tax consequences arising in your own particular situation under U.S. federal, state, local or foreign law of the ownership of our common shares.

As used herein, the term U.S. Holder means a beneficial owner of our common shares that (i) is a U.S. citizen or resident, a U.S. corporation or other U.S. entity taxable as a corporation, an estate, the income of which is subject to U.S. federal income taxation regardless of its source, or a trust if a court within the United States is able to exercise primary jurisdiction over the administration of the trust and one or more U.S. persons have the authority to control all substantial decisions of the trust, (ii) owns our common shares as a capital asset, generally, for investment purposes, and (iii) owns less than 10% of our common shares for U.S. federal income tax purposes.

If a partnership holds our common shares, the tax treatment of a partner will generally depend upon the status of the partner and upon the activities of the partnership. If you are a partner in a partnership holding our common shares, you are encouraged to consult your own tax advisor regarding this issue.

Subject to the discussion below of passive foreign investment companies, or PFICs, any distributions made by us with respect to our common shares to a U.S. Holder will generally constitute dividends, which may be taxable as ordinary income or "qualified dividend income" as described in more detail below, to the extent of our current or accumulated earnings and profits, as determined under U.S. federal income tax principles. Distributions in excess of our earnings and profits will be treated first as a nontaxable return of capital to the extent of the U.S. Holder's tax basis in his common shares on a dollar-for-dollar basis and thereafter as capital gain. Because we are not a U.S. corporation, U.S. Holders that are corporations will not be entitled to claim a dividends-received deduction with respect to any distributions they receive from us.

Dividends paid on our common shares to a U.S. Holder who is an individual, trust or estate, which we refer to as a U.S. Individual Holder, will generally be treated as "qualified dividend income" that is taxable to such U.S. Individual Holders at preferential tax rates provided that (1) the common shares are readily tradable on an established securities market in the United States (such as the NYSE, on which our common shares are listed); (2) we are not a PFIC for the taxable year during which the dividend is paid or the immediately preceding taxable year (see discussion below); and (3) the U.S. Individual Holder has owned the common shares for more than 60 days in the 121-day period beginning 60 days before the date on which the common shares become ex-dividend.

There is no assurance that any dividends paid on our common shares will be eligible for these preferential rates in the hands of a U.S. Individual Holder. Any dividends paid by the Company which are not eligible for these preferential rates will be taxed as ordinary income to a U.S. Individual Holder.

Assuming we do not constitute a PFIC for any taxable year, a U.S. Holder generally will recognize taxable gain or loss upon a sale, exchange or other disposition of our common shares in an amount equal to the difference between the amount realized by the U.S. Holder from such sale, exchange or other disposition and the U.S. Holder's tax basis in such common shares. Such gain or loss will be treated as long-term capital gain or loss if the U.S. Holder's holding period in the common shares is greater than one year at the time of the sale, exchange or other disposition. Otherwise, it will be treated as short-term capital gain or loss. A U.S. Holder's ability to deduct capital losses is subject to certain limitations.

Special U.S. federal income tax rules apply to a U.S. Holder that holds stock in a foreign corporation classified as a PFIC for U.S. federal income tax purposes. In general, we will be treated as a PFIC with respect to a U.S. Holder if, for any taxable year in which such holder held our common shares, either at least 75% of our gross income for such taxable year consists of "passive income" (e.g., dividends, interest, capital gains and rents derived other than in the active conduct of a rental business), or at least 50% of the average value of the assets held by the corporation during such taxable year produce, or are held for the production of, "passive income."

For purposes of determining whether we are a PFIC, we will be treated as earning and owning our proportionate share of the income and assets, respectively, of any of our subsidiary corporations in which we own at least 25% of the value of the subsidiary's stock. Income earned, or deemed earned, by us in connection with the performance of services would not constitute passive income. By contrast, rental income would generally constitute "passive income" unless we were treated under specific rules as deriving our rental income in the active conduct of a trade or business.

Although there is no legal authority directly on point, we believe that, for purposes of determining whether we are a PFIC, the gross income we derive or are deemed to derive from the time chartering activities of our wholly-owned subsidiaries more likely than not constitutes services income, rather than rental income. Correspondingly, we believe that such income does not constitute "passive income," and the assets that we or our wholly-owned subsidiaries own and operate in connection with the production of such income, in particular, the vessels, do not constitute passive assets for purposes of determining whether we are a PFIC. We believe there is substantial legal authority supporting our position consisting of case law and Internal Revenue Service, or IRS, pronouncements concerning the characterization of income derived from time charters and voyage charters as services income for other tax purposes. This position is principally based upon the positions that (1) our time charter income will constitute services income, rather than rental income, and (2) Frontline Management and Golden Ocean Management, which ~~provides~~provide services to ~~most~~certain of our time-chartered vessels, will be respected as a separate ~~entity~~entities from the Frontline Charterers and the Golden Ocean Charterer, with which ~~it is~~they are respectively affiliated.

We intend to take the position that we were not treated as a PFIC for our ~~2013~~2015 taxable year. For the ~~2014~~2016 taxable year and future taxable years, depending upon the relative amount of income we derive from our various assets as well as their relative fair market values, it is possible that we may be treated as a PFIC.

We note that there is no direct legal authority under the PFIC rules addressing our current and proposed method of operation. In addition, although we intend to conduct our affairs in a manner to avoid being classified as a PFIC with respect to any taxable year, we cannot assure you that the nature of our operations will not change in the future. Accordingly, no assurance can be given that the IRS or a court of law will accept our position, and there is a significant risk that the IRS or a court of law could determine that we are a PFIC.

As discussed more fully below, if we were to be treated as a PFIC for any taxable year, a U.S. Holder would be subject to different taxation rules depending on whether the U.S. Holder makes an election to treat us as a "Qualified Electing Fund", which election we refer to as a QEF Election. As an alternative to making a QEF election, a U.S. Holder should be able to make a "mark-to-market" election with respect to our common shares, as discussed below, and which election we refer to as a Mark-to-Market Election. In any event, if we were to be treated as a PFIC for any taxable year ending on or after December 31, 2013, a U.S. Holder would be required to file an annual report with the Internal Revenue Service for that year with respect their holding in our common shares.

If a U.S. Holder makes a timely QEF Election, which U.S. Holder we refer to as an Electing Holder, the Electing Holder must report each year for U.S. federal income tax purposes its pro rata share of our ordinary earnings and our net capital gain, if any, for our taxable year that ends with or within the taxable year of the Electing Holder, regardless of whether or not distributions were received from us by the Electing Holder. The Electing Holder's adjusted tax basis in the common shares will be increased to reflect taxed but undistributed earnings and profits. Distributions of earnings and profits that had been previously taxed will result in a corresponding reduction in the adjusted tax basis in the common shares and will not be taxed again once distributed. A U.S. Holder would make a QEF Election with respect to any taxable year that we are a PFIC by filing one copy of IRS Form 8621 with its U.S. federal income tax return. To make a QEF Election, a U.S. Holder must receive annually certain tax information from us. There can be no assurances that we will be able to provide such information annually. An Electing Holder would generally recognize capital gain or loss on the sale, exchange or other disposition of our common shares.

Alternatively, if we were to be treated as a PFIC for any taxable year and, as we anticipate, our common shares are treated as "marketable stock," a U.S. Holder would be permitted to make a Mark-to-Market Election with respect to our common shares, provided the U.S. Holder completes and files IRS Form 8621 in accordance with the relevant instructions and related Treasury Regulations. If that election is made, the U.S. Holder generally would include as ordinary income in each taxable year the excess, if any, of the fair market value of the common shares at the end of the taxable year over such holder's adjusted tax basis in the common shares. The U.S. Holder would also be permitted an ordinary loss in respect of the excess, if any, of the U.S. Holder's adjusted tax basis in the common shares over its fair market value at the end of the taxable year, but only to the extent of the net amount previously included in income as a result of the Mark-to-Market Election. A U.S. Holder's tax basis in its common shares would be adjusted to reflect any such income or loss amount. Gain realized on the sale, exchange or other disposition of our common shares would be treated as ordinary income, and any loss realized on the sale, exchange or other disposition of the common shares would be treated as ordinary loss to the extent that such loss does not exceed the net mark-to-market gains previously included in income by the U.S. Holder.

Finally, if we were to be treated as a PFIC for any taxable year, a U.S. Holder who does not make either a QEF Election or a Mark-to-Market Election for that year, whom we refer to as a Non-Electing Holder, would be subject to special rules with respect to (1) any excess distribution (i.e., the portion of any distributions received by the Non-Electing Holder on our common shares in a taxable year in excess of 125 % of the average annual distributions received by the Non-Electing Holder in the three preceding taxable years, or, if shorter, the Non-Electing Holder's holding period for the common shares), and (2) any gain realized on the sale, exchange or other disposition of our common shares. Under these special rules:

These penalties would not apply to a pension or profit sharing trust or other tax-exempt organization that did not borrow funds or otherwise utilize leverage in connection with its acquisition of our common shares. If we were a PFIC, and a Non-Electing Holder who is an individual died while owning our common shares, such holder's successor generally would not receive a step-up in tax basis with respect to such common shares.

A beneficial owner of common shares (other than a partnership) that is not a U.S. Holder is referred to herein as a Non-U.S. Holder.

Non-U.S. Holders generally will not be subject to U.S. federal income or withholding tax on dividends received from us with respect to our common shares, unless that dividend is effectively connected with the Non-U.S. Holder's conduct of a trade or business in the United States. If the Non-U.S. Holder is entitled to the benefits of a U.S. income tax treaty with respect to those dividends, that income is taxable, or taxable at the full rate, only if it is attributable to a permanent establishment maintained by the Non-U.S. Holder in the United States.

Non-U.S. Holders generally will not be subject to U.S. federal income or withholding tax on any gain realized upon the sale, exchange or other disposition of our common shares, unless:

If the Non-U.S. Holder is engaged in a U.S. trade or business for U.S. federal income tax purposes, the income from the common shares, including dividends and the gain from the sale, exchange or other disposition of the common shares, that is effectively connected with the conduct of that trade or business will generally be subject to regular U.S. federal income tax in the same manner as discussed in the previous section relating to the taxation of U.S. Holders. In addition, if you are a corporate Non-U.S. Holder, your earnings and profits that are attributable to the effectively connected income, subject to certain adjustments, may be subject to an additional branch profits tax at a rate of 30%, or at a lower rate as may be specified by an applicable income tax treaty.

In general, dividend payments, or other taxable distributions, made within the United States to you will be subject to information reporting requirements. Such payments will also be subject to "backup withholding" if you are a non-corporate U.S. Holder and you:

Non-U.S. Holders may be required to establish their exemption from information reporting and backup withholding by certifying their status on an applicable IRS Form W-8.

If you are a Non-U.S. Holder and you sell your common shares to or through a U.S. office of a broker, the payment of the proceeds is subject to both U.S. backup withholding and information reporting unless you certify that you are a non-U.S. person, under penalties of perjury, or otherwise establish an exemption. If you sell your common shares through a non-U.S. office of a non-U.S. broker and the sales proceeds are paid to you outside the United States, then information reporting and backup withholding generally will not apply to that payment. However, U.S. information reporting, but not backup withholding, will apply to a payment of sales proceeds, including a payment made to you outside the United States, if you sell your common shares through a non-U.S. office of a broker that is a U.S. person or has some other contacts with the United States. Such information reporting requirements will not apply, however, if the broker has documentary evidence that you are a non-U.S. person and certain other conditions are met, or you otherwise establish an exemption.

Backup withholding is not an additional tax. Rather, you generally may obtain a refund of any amounts withheld under backup withholding rules that exceed your income tax liability by filing a refund claim with the IRS.

Individuals who are U.S. Holders (and to the extent specified in applicable Treasury regulations, certain individuals who are Non-U.S. Holders and certain U.S. entities) who hold "specified foreign financial assets" (as defined in Section 6038D of the Code) are required to file IRS Form 8938 with information relating to the asset for each taxable year in which the aggregate value of all such assets exceeds $75,000 at any time during the taxable year or $50,000 on the last day of the taxable year (or such higher dollar amount as prescribed by applicable Treasury regulations). Specified foreign financial assets would include, among other assets, our common shares, unless the shares are held through an account maintained with a U.S. financial institution. Substantial penalties apply to any failure to timely file IRS Form 8938, unless the failure is shown to be due to reasonable cause and not due to willful neglect. Additionally, in the event an individual U.S. Holder (and to the extent specified in applicable Treasury regulations, an individual Non-U.S. Holder or a U.S. entity) that is required to file IRS Form 8938 does not file such form, the statute of limitations on the assessment and collection of U.S. federal income taxes of such holder for the related tax year may not close until three years after the date that the required information is filed. U.S. Holders (including U.S. entities) and Non-U.S. Holders are encouraged to consult their own tax advisors regarding their reporting obligations under this legislation.

Under current Bermuda law, we are not subject to tax on income or capital gains. We have received from the Minister of Finance under The Exempted Undertaking Tax Protection Act 1966, as amended, an assurance that, in the event that Bermuda enacts legislation imposing tax computed on profits, income, any capital asset, gain or appreciation, or any tax in the nature of estate duty or inheritance, then the imposition of any such tax shall not be applicable to us or to any of our operations or shares, debentures or other obligations, until March 31, 2035. We could be subject to taxes in Bermuda after that date. This assurance is subject to the proviso that it is not to be construed to prevent the application of any tax or duty to such persons as are ordinarily resident in Bermuda or to prevent the application of any tax payable in accordance with the provisions of the Land Tax Act 1967 or otherwise payable in relation to any property leased to us. We and our subsidiaries incorporated in Bermuda pay annual government fees to the Bermuda government.

Not ~~Applicable~~Applicable.

We are subject to the informational requirements of the Securities Exchange Act of 1934, as amended, or the Exchange ~~Act, as amended.~~Act. In accordance with these requirements, we file reports and other information with the ~~Securities and Exchange Commission.~~SEC. These materials, including this annual report and the accompanying exhibits, may be inspected and copied at the public reference facilities maintained by the ~~Commission~~SEC at 100 F Street, N.E., Washington, D.C. 20549. You may obtain information on the operation of the public reference room by calling 1 (800) SEC-0330, and you may obtain copies at prescribed rates from the public reference facilities maintained by the ~~Commission~~SEC at its principal office in Washington, D.C. 20549. The SEC maintains a website (http://~~www.sec.gov.)~~www.sec.gov) that contains reports, proxy and information statements and other information regarding registrants that file electronically with the SEC. In addition, documents referred to in this annual report may be inspected at our principal executive offices at Par-la-Ville Place, 14 Par-la-Ville Road, Hamilton, Bermuda HM 08. Our filings are also available on our website at www.shipfinance.bm. This web address is provided as an inactive textual reference only. Information on our website does not constitute part of this annual report.

Not ~~Applicable~~Applicable.

We are exposed to various market risks, including interest rates and foreign currency fluctuations. We use interest rate swaps to manage interest rate risk and currency swaps to manage currency risks. We may enter into derivative instruments from time to time for speculative purposes.

At December 31, 2013, the Company had entered into combined currency and interest rate swap contracts with a total notional principal of NOK450 million ($76 million), to hedge against fluctuations in interest and exchange rates on our NOK500 million floating rate unsecured bonds due 2014. Under these contracts, variable NIBOR interest rates including additional margin is swapped for fixed interest at 5.32%, and both the payment of interest and eventual settlement of the bonds will have an effective exchange rate of NOK5.91 = $1. These contracts expire in April 2014 and we estimate that we would pay $3 million to terminate them as of December 31, 2013 (2012: receive $3 million).

Similarly, at December 31, 2015, the Company had entered into combined currency and interest rate swap contracts with a total notional principal of NOK900 million ($151 million), to hedge against fluctuations in interest and exchange rates on our NOK900 million floating rate unsecured bonds due 2019. Under these contracts, variable NIBOR interest rates including additional margin is swapped for fixed interest at an average of 6.03%, and both the payment of interest and eventual settlement of the bonds will have an effective exchange rate of NOK5.96 = $1. These contracts expire in March 2019 and we estimate that we would pay $56 million to terminate them as of December 31, 2015 (2014: $35 million).

At December 31, ~~2013,~~2015, the Company and its consolidated subsidiaries had entered into interest rate swap contracts with a combined notional principal amount of ~~$1,006~~$767 million at rates excluding margin over LIBOR of between 0.80% per annum and ~~6.00%~~4.15% per annum. In addition, one equity-accounted subsidiary had entered into interest rate swaps with a combined notional principal amount of ~~$237~~$200 million at rates excluding margin over LIBOR of between 1.77% per annum and 2.01% per annum. The swap agreements mature between ~~April 2014~~December 2017 and April 2023, and we estimate that we would pay ~~$35~~$16 million to terminate these agreements as of December 31, ~~2013 (2012:~~2015 (2014: pay ~~$90~~$41 million).

Approximately ~~$0.4~~$0.2 billion of the above swaps were in excess of related debt at December 31, ~~2013,~~2015, as a result of NOK bonds purchased and held as treasury bonds, ~~accelerated loan repayments~~one of the swaps commencing in December 2016 and ~~delays~~another of the swaps commencing in ~~drawdowns against newbuilding contracts.~~January 2017. Thus, the overall effect of our swaps is to fix the interest rate on approximately $1.0 billion of our floating rate debt at December 31, ~~2013,~~2015, at a weighted average interest rate of ~~5.20%~~4.83% per annum including margin.

Several of our charter contracts contain interest adjustment clauses, whereby the charter rate is adjusted to reflect the actual interest paid on the outstanding loan, effectively transferring the interest rate exposure to the counterparty under the charter contract. At December 31, ~~2013,~~2015, a total of ~~$1.3~~$1.1 billion of our floating rate debt was subject to such interest adjustment clauses, including our equity accounted subsidiaries. Of this, approximately ~~$0.1~~$0.2 billion was also subject to interest rate swaps entered into for the benefit of the charterer, with the balance of ~~$1.2~~$0.9 billion remaining on a floating rate basis.

At December 31, ~~2013,~~2015, our net exposure, including equity-accounted subsidiaries, to interest rate fluctuations on our outstanding debt was ~~$207~~$98 million, compared with ~~$385~~$86 million at December 31, ~~2012.~~2014. Our net exposure to interest fluctuations is based on our total of ~~$2.4~~$2.0 billion floating rate debt outstanding at December 31, ~~2013,~~2015, less the $1.0 billion notional principle of our interest rate swaps and the ~~$1.2~~$0.9 billion ~~outstanding~~remaining floating rate debt subject to interest adjustment clauses under charter contracts. A one per-cent change in interest rates would thus increase or decrease interest expense by ~~$2.1~~$1.0 million per year as of December 31, ~~2013 (2012: $3.9~~2015 (2014: $0.9 million).

~~Apart from~~In addition to the above interest rate and currency swap contracts at December 31, ~~2013, and~~2015, in February 2016 we entered into interest rate swap contracts with initial principal amounts totaling $68.9 million, swapping variable LIBOR interest rates for a fixed interest rate of 1.2625% per annum. At the date of this report, we were not party to any other derivative contracts.

The Company may in the future enter into short-term TRS arrangements relating to our own shares and bonds or securities in other companies.

Apart from our ~~NOK500 million,~~ NOK600 million and NOK900 million floating rate bonds, which have been hedged, the majority of our transactions, assets and liabilities are denominated in U.S. dollars, our functional currency.

Not ~~Applicable~~Applicable.

Neither we nor any of our subsidiaries have been subject to a material default in the payment of principal, interest, a sinking fund or purchase fund installment or any other material default that was not cured within 30 days. In addition, the payments of our dividends are not, and have not been in arrears or have not been subject to material delinquency that was not cured within 30 days.

~~None~~None.

Pursuant to Rules 13a-15(e) and ~~15(d)-15(e)~~15d-15(e) of the Exchange Act, management assessed the effectiveness of the design and operation of the Company's disclosure controls and procedures as of December 31, ~~2013.~~2015. Based upon that evaluation, the Principal Executive Officer and Principal Financial Officer concluded that the Company's disclosure controls and procedures ~~are~~were effective as of the evaluation date.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) promulgated under the Exchange Act.

Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Exchange Act as a process designed by, or under the supervision of, our principal executive and principal financial officers and effected by our board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:

Management conducted the evaluation of the effectiveness of the internal controls over financial reporting using the control criteria framework issued by the Committee of Sponsoring Organizations of the Treadway Commission published in its report entitled Internal Control-Integrated Framework ~~(1992)~~(2013).

Our management with the participation of our Principal Executive Officer and Principal Financial Officer assessed the effectiveness of the design and operation of the Company's internal controls over financial reporting pursuant to Rule 13a-15 of the Exchange Act, as of December 31, ~~2013.~~2015. Based upon that evaluation, the Principal Executive Officer and Principal Financial Officer concluded that the Company's internal controls over financial reporting ~~are~~were effective as of December 31, ~~2013.~~2015.

MSPC, Certified Public Accountants and Advisors, a Professional Corporation, our independent registered public accounting firm, has issued their attestation report on the effectiveness of our internal control over financial reporting as of December 31, ~~2013.~~2015. Such report appears on page F-2.

There were no changes in our internal controls over financial reporting that occurred during the period covered by this annual report that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

Our ~~board~~Board of ~~directors~~Directors has determined that our Audit Committee has one Audit Committee Financial Expert. Kate Blankenship is an independent Director and is the Audit Committee Financial ~~Expert.~~Expert, as such terms are defined under SEC rules.

We have adopted a Code of Ethics that applies to all entities controlled by us and our employees, directors, officers and agents of the Company. We have posted our code of ethics on our website at www.shipfinance.bm. We will provide any person, free of charge, with a copy of our code of ethics upon written request to our registered office.

Our principal accountant for ~~2013~~2015 and ~~2012~~2014 was MSPC. The following table sets forth the fees related to audit and other services provided by MSPC.

Not ~~applicable~~applicable.

No shares have been repurchased by the Company or any “affiliated purchaser,” as such term is defined in Rule 10b-18(a)(3) of the Exchange Act, since January 2006.

Not applicable.

Pursuant to an exception under the NYSE listing standards available to foreign private issuers, we are not required to comply with all of the corporate governance practices followed by U.S. companies under the NYSE listing standards. The significant differences between our corporate governance practices and the NYSE standards applicable to listed U.S. companies are set forth below.

Executive Sessions. The NYSE requires that non-management directors meet regularly in executive sessions without management. The NYSE also requires that all independent directors meet in an executive session at least once a year. As permitted under Bermuda law and our Bye-laws, our non-management directors have not regularly held executive sessions without management, and we do not expect them to do so in the future.

Nominating/Corporate Governance Committee. The NYSE requires that a listed U.S. company have a nominating/corporate governance committee of independent directors and a committee charter specifying the purpose, duties and evaluation procedures of the committee. As permitted under Bermuda law and our Bye-laws, we do not currently have a nominating or corporate governance committee.

Audit Committee. The NYSE requires, among other things, that a listed U.S. company have an audit committee with a minimum of three members. As permitted by Rule 10A-3 under the Exchange Act, our audit committee consists of two independent members of our Board of Directors.

Corporate Governance Guidelines. The NYSE requires U.S. companies to adopt and disclose corporate governance guidelines. The guidelines must address, among other things: director qualification standards, director responsibilities, director access to management and independent advisers, director compensation, director orientation and continuing education, management succession and an annual performance evaluation. We are not required to adopt such guidelines under Bermuda law and we have not adopted such guidelines.

Not ~~applicable~~applicable.

See Item 18.

The following financial statements listed below and set forth on pages F-1 through ~~F-34 and A-1 through A-16~~F-45 are filed as part of this annual report:

~~Financial Statements: SFL Deepwater Ltd.~~

* Incorporated herein by reference.

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.

To the Board of Directors and Stockholders

Ship Finance International Limited

We have audited the accompanying consolidated balance sheets of Ship Finance International Limited and subsidiaries (the "Company") as of December 31, ~~2013~~2015 and ~~2012~~2014, and the related consolidated statements of operations, comprehensive income, changes in stockholders' equity, and cash flows for each of the years in the three-year period ended December 31, ~~2013~~2015. We also have audited the Company's internal control over financial reporting as of December 31, ~~2013~~2015, based on criteria established in Internal Control— Integrated Framework ~~(1992)~~(2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's annual report on internal controls over financial reporting. Our responsibility is to express an opinion on these consolidated financial statements and an opinion on the Company's internal control over financial reporting based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the consolidated financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall consolidated financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Ship Finance International Limited and subsidiaries as of December 31, ~~2013~~2015 and ~~2012~~2014, and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, ~~2013~~2015, in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, ~~2013~~2015, based on criteria established in Internal Control—Integrated Framework ~~(1992)~~(2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

/S/s/ MSPC

Certified Public Accountants and Advisors,

A Professional Corporation

New York, New York

~~March 28, 2014~~April 1, 2016

The accompanying notes are an integral part of these consolidated financial statements.

Ship Finance International Limited ("Ship Finance" or the "Company") is an international ship and offshore asset owning and chartering company, incorporated in October 2003 in Bermuda as a Bermuda exempted ~~company under Bermuda Companies Law of 1981.~~company. The Company's ~~ordinary~~common shares are listed on the New York Stock Exchange under the symbol "SFL". The Company is primarily engaged in the ownership, operation and chartering out of vessels and offshore related assets on medium and long-term charters.

Since its incorporation in 2003 and public listing in 2004, Ship Finance has established itself as a leading international ship and offshore asset owning and chartering company, expanding both its asset and customer base.

The consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States ("US GAAP"). The consolidated financial statements include the assets and liabilities and results of operations of the Company and its subsidiaries. All inter-company balances and transactions have been eliminated on consolidation. Where necessary, comparative figures for previous years have been reclassified to conform to changes in presentation in the current year.

A variable interest entity is defined in Accounting Standards Codification ("ASC") Topic 810 "Consolidation" ("ASC 810") as a legal entity where either (a) the total equity at risk is not sufficient to permit the entity to finance its activities without additional subordinated support; (b) equity interest holders as a group lack either i) the power to direct the activities of the entity that most significantly impact on its economic success, ii) the obligation to absorb the expected losses of the entity, or iii) the right to receive the expected residual returns of the entity; or (c) the voting rights of some investors in the entity are not proportional to their economic interests and the activities of the entity involve or are conducted on behalf of an investor with a disproportionately small voting interest.

ASC 810 requires a variable interest entity to be consolidated by its primary beneficiary, being the interest holder, if any, which has both (1) the power to direct the activities of the entity which most significantly impact on the entity's economic performance, and (2) the right to receive benefits or the obligation to absorb losses from the entity which could potentially be significant to the entity.

We evaluate our subsidiaries, and any other entities in which we hold a variable interest, in order to determine whether we are the primary beneficiary of the entity, and where it is determined that we are the primary beneficiary we fully consolidate the entity.

Investments in companies over which the Company exercises significant influence but which it does not consolidate are accounted for using the equity method. The Company records its investments in equity-method investees on the consolidated balance sheets as "Investment in associated companies" and its share of the investees' earnings or losses in the consolidated statements of operations as "Equity in earnings of associated ~~companies". Three~~companies." At December 31, 2015, two ultra-deepwater drilling units and one jack-up drilling rig are owned by three wholly-owned subsidiaries of the Company that are accounted for using the equity method. ~~Two further wholly-owned subsidiaries accounted for using the equity method have chartered in two container vessels on a long-term bareboat basis.~~

The preparation of financial statements in accordance with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

The Company's functional currency is the U.S. dollar as the majority of revenues are received in U.S. dollars and the majority of the Company's expenditures are made in U.S. dollars. The Company's reporting currency is also the U.S. dollar. Most of the Company's subsidiaries report in U.S. dollars. Transactions in foreign currencies during the year are translated into U.S. dollars at the rates of exchange in effect at the date of the transaction. Foreign currency monetary assets and liabilities are translated using rates of exchange at the balance sheet date. Foreign currency non-monetary assets and liabilities are translated using historical rates of exchange. Foreign currency transaction gains or losses are included under "Other financial items" in the consolidated statements of operations.

Revenues and expenses are recognized on the accrual basis.

The Company generates its revenues from the charter hire of its vessels and offshore related assets, and freight billings. Revenues are generated from time charter hire, bareboat charter hire, direct financing lease interest income, sales-type lease interest income, finance lease service revenues, profit sharing arrangements and freight billings, where contracts exist, the charter and voyage rates are predetermined, service is provided and the collection of the revenue is reasonably assured.

Each charter agreement is evaluated and classified as an operating or a capital lease. Rental receipts from operating leases are recognized in income as it is earned ratably on a straight line basis over the duration of the period of each charter as adjusted for off-hire days.

Rental payments from capital leases, which are either direct financing leases or sales-type leases, are allocated between lease service revenue, if applicable, lease interest income and repayment of net investment in leases. The amount allocated to lease service revenue is based on the estimated fair value, at the time of entering the lease agreement, of the services provided which consist of ship management and operating services.

Voyage revenues are recognized ratably over the estimated length of each voyage, and accordingly are allocated between reporting periods based on the relative transit time in each period. Voyage expenses are recognized as incurred. Probable losses on voyages are provided for in full at the time such losses can be estimated.

Vessel operating expenses are expensed as incurred. Under a time charter, specified voyage costs such as fuel and port charges are paid by the charterer and other non-specified voyage expenses, such as commissions, are paid by the Company. Vessel operating costs include crews, voyage costs not applicable to the charterer, maintenance and insurance and are paid by the Company. Under a bareboat charter, the charterer assumes responsibility for all voyage and vessel operating costs and risks of operation. If payment is received in advance from charterers, it is recorded as deferred charter revenue and recognized as revenue over the period to which it relates.

Amounts receivable from profit sharing arrangements with Frontline Shipping Limited ("Frontline Shipping") and Frontline Shipping II Limited ("Frontline Shipping II"), which are related parties, are accrued based on amounts earned at the reporting date. ~~Profit~~Such profit share income has two elements:

- ~~25%~~50% profit sharing: ~~Prior~~From January 1, 2012, up to ~~December 31, 2011,~~and including June 30, 2015, the charter agreements with Frontline Shipping and Frontline Shipping II ~~paid~~included provisions whereby they were to pay the Company profit sharing of ~~20%~~25% of their earnings on a time-charter equivalent basis from their use of the Company's fleet above average threshold charter rates each fiscal year. ~~The amendments to the charter agreements made on December 30, 2011, increased the profit sharing percentage to~~ ~~25%~~ ~~for future earnings above those threshold levels as from January 1, 2012.~~ In December 2011, the Company received a ~~$106~~$106 million compensation payment from Frontline Ltd. ("Frontline"), of which ~~$50~~$50 million ~~represents~~ represented a non-refundable advance relating to ~~the~~ this 25% profit sharing agreement. The amendments to the charter agreements made on June 5, 2015, increased the profit sharing percentage to 50% for earnings above new threshold levels from July 1, 2015, onwards. The Company did not recognize any income under the 25% profit sharing agreement, as the cumulative share of earnings did not attain the starting level of $50 million over the three and a half years of the agreement's duration. The new 50% profit sharing agreement is not subject to any such constraints.

- Cash sweep: The ~~amendments to the~~ charter agreements ~~additionally provide that~~effective from January 1, 2012, were essentially the continuation of previous agreements amended to temporarily reduce the time-charter rates by $6,500 per day for the four year period commencing January 1, ~~2012, of~~2012. The agreements additionally provided that during the ~~temporary $6,500 per day per vessel reduction in charter rates,~~four year period Frontline Shipping and Frontline Shipping II ~~will~~would pay the Company 100% of any earnings on a time-charter equivalent basis above the temporarily reduced time charter rates, subject to a maximum of $6,500 per day per vessel.

As detailed in Note 23: "Related party transactions"; the Company also has profit sharing arrangements with related parties Golden Ocean Group Limited ("Golden Ocean") and United Freight Carriers ("UFC"). Amounts receivable under these arrangements are accrued on the basis of amounts earned at the reporting date.

All contingent elements of rental income, such as profit share, cash sweep and interest rate adjustments, are recognized when the contingent conditions have materialized.

For the purposes of the consolidated statements of cash flows, all demand and time deposits and highly liquid, low risk investments with original maturities of three months or less are considered equivalent to cash.

Available for sale securities held by the Company consist of share investments and interest-earning listed and unlisted corporate bonds. It is expected that corporate bonds ~~which earn interest income. Any~~will be held to maturity or redemption, and any premium paid on their acquisition is amortized over the life of the bond. Available for sale securities are recorded at fair value, with unrealized gains and losses generally recorded as a separate component of other comprehensive income. If circumstances arise which lead the Company to believe that the issuer of a corporate bond may be unable meet its payment obligations in full, or that the fair value at acquisition of the share investment or corporate bond may otherwise not be fully recoverable, then to the extent that a loss is expected to arise that unrealized loss is recorded as an impairment in the statement of operations, with an adjustment if necessary to any unrealized gains or losses previously recorded in other comprehensive income.

The fair value of unlisted corporate bonds is determined from an analysis of projected cash flows, based on factors including the terms, provisions and other characteristics of the bonds, credit ratings and default risk of the issuing entity, the fundamental financial and other characteristics of that entity, and the current economic environment and trading activity in the debt market.

Vessels and equipment are recorded at historical cost less accumulated depreciation and, if appropriate, impairment charges. The cost of these assets less estimated residual value is depreciated on a straight-line basis over the estimated remaining economic useful life of the asset. The estimated economic useful life of our offshore assets, including drilling rigs and drillships, is 30 years and for all other vessels it is 25 years. ~~These are common life expectancies applied in the shipping and offshore industries.~~

Where an asset is subject to an operating lease that includes fixed price purchase options, the projected net book value of the asset is compared to the option price at the various option dates. If any option price is less than the projected net book value at an option date, the initial depreciation schedule is amended so that the carrying value of the asset is written down on a straight line basis to the option price at the option date. If the option is not exercised, this process is repeated so as to amortize the remaining carrying value, on a straight line basis, to the estimated scrap value or the option price at the next option date, as appropriate.

This accounting policy for fixed assets has the effect that if an option is exercised there will be either a) no gain or loss on the sale of the asset or b) in the event that the option is exercised at a price in excess of the net book value at the option date, a gain will be reported in the statement of operations at the date of delivery to the new owners, under the heading "gain on sale of assets and termination of charters".

Office equipment is depreciated at 20% per annum on a reducing balance basis.

The carrying value of vessels under construction ("newbuildings") represents the accumulated costs to the balance sheet date which the Company has paid by way of purchase installments and other capital expenditures together with capitalized loan interest and associated finance costs. No charge for depreciation is made until a newbuilding is put into operation.

Interest expense is capitalized during the period of construction of newbuilding vessels based on accumulated expenditures for the applicable vessel at the Company's capitalization rate of interest. The amount of interest capitalized in an accounting period is determined by applying an interest rate ("the capitalization rate") to the average amount of accumulated expenditures for the vessel during the period. The capitalization rate used in an accounting period is based on the ~~average three month London Interbank Offered Rate ("LIBOR").~~rates applicable to borrowings outstanding during the period. The Company does not capitalize amounts in excess of actual interest expense incurred in the period.

Leases (charters) of our vessels where we are the lessor are classified as either capital leases or operating leases, based on an assessment of the terms of the lease. For charters classified as capital leases, the minimum lease payments (reduced in the case of time-chartered vessels by projected vessel operating costs) plus the estimated residual value of the vessel are recorded as the gross investment in the capital lease.

For capital leases that are direct financing leases, the difference between the gross investment in the lease and the carrying value of the vessel is recorded as unearned lease interest income. The net investment in the lease consists of the gross investment less the unearned income. Over the period of the lease each charter payment received, net of vessel operating costs if applicable, is allocated between "lease interest income" and "repayment of investment in lease" in such a way as to produce a constant percentage rate of return on the balance of the net investment in the direct financing lease. Thus, as the balance of the net investment in each direct financing lease decreases, a lower proportion of each lease payment received is allocated to lease interest income and a greater proportion is allocated to lease repayment. For direct financing leases relating to time chartered vessels, the portion of each time charter payment received that relates to vessel operating costs is classified as "lease service revenue".

For capital leases that are sales-type leases, the difference between the gross investment in the lease and the present value of its components, i.e. the minimum lease payments and the estimated residual value, is recorded as unearned lease interest income. The discount rate used in determining the present values is the interest rate implicit in the lease. The present value of the minimum lease payments, computed using the interest rate implicit in the lease, is recorded as the sales price, from which the carrying value of the vessel at the commencement of the lease is deducted in order to determine the profit or loss on sale. As is the case for direct financing leases, the unearned lease interest income is amortized to income over the period of the lease so as to produce a constant periodic rate of return on the net investment in the lease.

Where a capital lease relates to a charter arrangement containing fixed price purchase options, the projected carrying value of the net investment in the lease is compared to the option price at the various option dates. If any option price is less than the projected net investment in the lease at an option date, the rate of amortization of unearned lease interest income is adjusted to reduce the net investment to the option price at the option date. If the option is not exercised, this process is repeated so as to reduce the net investment in the lease to the un-guaranteed residual value or the option price at the next option date, as appropriate.

This accounting policy for investments in capital leases has the effect that if an option is exercised there will either be a) no gain or loss on the exercise of the option or b) in the event that an option is exercised at a price in excess of the net investment in the lease at the option date, a gain will be reported in the statement of operations at the date of delivery to the new owners.

If the terms of an existing lease are agreed to be amended, other than by renewing the lease or extending its term, in a manner that would have resulted in a different classification of the lease had such amended terms been in effect at the lease inception, the amended lease agreement shall be considered to be a new lease agreement over the remainder of its term. If the terms of a capital lease are amended in a way that does not result in it being treated as a new operating lease agreement, the remaining minimum lease payments and, if appropriate, the estimated residual value will be amended to reflect the revised terms, with a corresponding increase or decrease in unearned income.

Other long-term investments are measured at fair value using the best available value ~~indicators.~~indicators, and are included in "Other long-term assets" in the Consolidated Balance Sheets. The Company currently has ~~two~~ ~~long-term investments.~~

The Company has accounted for the acquisition of vessels from Frontline at Frontline's historical carrying value. The difference between the historical carrying value and the net investment in ~~the~~each lease ~~has been~~was recorded as a deferred deemed equity contribution. ~~This~~These deferred deemed equity ~~contribution is~~contributions were presented as a reduction in the net investment in direct financing leases in the balance ~~sheet. This results from~~sheet, due to the related party nature of both the transfer of the ~~vessel~~vessels and the subsequent direct financing ~~lease.~~leases. The deferred deemed equity ~~contribution is~~contributions were amortized as ~~a credit~~credits to contributed surplus over the life of the ~~new~~ lease ~~arrangement,~~arrangements, as lease payments ~~are~~were applied to the principal balance of ~~the~~each lease receivable. Amendments were made to the charter agreements on June 5, 2015, reducing daily lease payments from July 1, 2015, onwards. In the course of re-stating the amended leases, it was concluded that amortization of the deferred deemed equity contributions is no longer appropriate and these items are now incorporated into the revised lease schedules.

Loan costs, including debt arrangement fees, are capitalized and amortized on a straight line basis over the term of the relevant loan. The straight line basis of amortization approximates the effective interest method in the Company's statement of operations. Amortization of loan costs is included in interest expense. If a loan is repaid early, any unamortized portion of the related deferred charges is charged against income in the period in which the loan is repaid. Similarly, if a portion of a loan is repaid early, the corresponding portion of the unamortized related deferred charges is charged against income in the period in which the early repayment is made.

The Company enters into interest rate swap transactions from time to time to hedge a portion of its exposure to floating interest rates. These transactions involve the conversion of floating interest rates into fixed rates over the life of the transactions without an exchange of underlying principal. The Company also enters into currency swap transactions from time to time to hedge against the effects of exchange rate fluctuations on loan liabilities. Currency swap transactions involve the exchange of fixed amounts of other currencies for fixed US dollar amounts over the life of the transactions, including an exchange of underlying principal. The Company may also enter into a combination of interest and currency swaps "cross currency interest rate swaps". The fair values of the interest rate and currency swap contracts, including cross currency interest rate swaps, are recognized as assets or liabilities, and for certain of the Company's swaps the changes in fair values are recognized in the consolidated statements of operations. When the interest rate and/or currency swap or combination, qualifies for hedge accounting under ASC Topic 815 "Derivatives and Hedging" ("ASC 815"), and the Company has formally designated the swap as a hedge to the underlying loan, and when the hedge is effective, the changes in the fair value of the swap are recognized in other comprehensive income. If it becomes probable that the hedged forecasted transaction to which these swaps relate will not occur, the amounts in other comprehensive income will be reclassified into earnings immediately.

In determining the fair value of its financial instruments, the Company uses a variety of methods and assumptions that are based on market conditions and risks existing at each balance sheet date. For the majority of financial instruments, including most derivatives and long-term debt, standard market conventions and techniques such as options pricing models are used to determine fair value. All methods of assessing fair value result in a general approximation of value, and such value may never actually be realized.

Normal vessel repair and maintenance costs are charged to expense when incurred. The Company recognizes the cost of a drydocking at the time the drydocking takes place, that is, it applies the "expense as incurred" method.

Basic earnings per share ("EPS") is computed based on the income available to common stockholders and the weighted average number of shares outstanding for basic EPS. Diluted EPS includes the effect of the assumed conversion of potentially dilutive instruments.

The Company accounts for share-based payments in accordance with ASC Topic 718 "Compensation – Stock Compensation" ("ASC 718"), under which the fair value of stock options issued to employees is expensed over the period in which the options vest. The Company uses the simplified method for making estimates of the expected term of stock options.

In May 2014, the FASB issued ASU 2014-09 "Revenue from Contracts with Customers" in order to ensure that revenue recognition requirements are the same under both US GAAP and International Financial Reporting Standards ("IFRS"). ASU 2014-09 removes inconsistencies and provides a more robust framework for addressing revenue issues. ASU 2014-09 was effective for reporting periods and interim periods beginning on or after December ~~2011,~~15, 2016. In August 2015, the ~~Financial Accounting Standards Board ("FASB")~~FASB issued ~~Accounting Standards Update ("ASU") 2011-11 "Disclosures about Offsetting Assets~~ASU 2015-14 "Deferral of the Effective Date" to delay the implementation of ASU 2014-09 by one year, in response to feedback from preparers, practitioners and ~~Liabilities"~~users of financial statements. Accordingly, ASU 2014-09 is now effective for reporting periods and interim periods beginning on or after December 15, 2017. Early adoption is permitted for reporting and interim periods beginning on or after December 15, 2016. The Company is currently assessing the impact of ASU 2014-09 on its consolidated financial position, results of operations and cash flows.

In November 2014, the FASB issued ASU 2014-16 "Derivatives and Hedging" in order to standardize the ~~disclosure requirements under US GAAP~~determination of whether the host contract in a hybrid financial instrument issued in the form of a share is more akin to debt or to equity. ASU 2014-16 requires that all terms and ~~IFRS relating to both instruments~~features of the hybrid instrument, including the embedded derivative feature itself, must be taken into account when establishing separate accounting for the embedded derivative. ASU 2014-16 is effective for fiscal years and transactions eligible for offset in financial statements. In January 2013, the FASB issued ASU 2013-01 "Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities", in order to clarify the scope of ASU 2011-11. Both ASU 2011-11 and ASU 2013-01 are applicable for annual reportinginterim periods beginning on or after ~~January 1, 2013. Their adoption did not have a material~~December15, 2015. The Company is currently assessing the impact of ASU 2014-16 on ~~the Company's disclosures.~~

In February ~~2013,~~2015, the FASB issued ASU ~~2013-02 "Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income"~~2015-02 "Consolidation: Amendments to the Consolidation Analysis" in order to ~~improve~~clarify the basis for consolidation of certain legal entities. ASU 2015-02 changes the analysis that a reporting entity must perform to determine whether it should consolidate certain types of ~~reclassifications.~~legal entities. Specifically, ASU ~~2013-02 requires an entity~~2015-02 (i) modifies the evaluation of whether limited partnerships and similar legal entities are variable interest entities (VIEs) or voting interest entities, (ii) eliminates the presumption that a general partner should consolidate a limited partnership, (iii) affects the consolidation analysis of reporting entities that are involved with VIEs, particularly those that have fee arrangements and related party relationships, and (iv) provides a scope exception from consolidation guidance for reporting entities with interests in certain legal entities. ASU 2015-02 is effective for public business entities for fiscal years and interim periods beginning on or after December 15, 2015. Early adoption is permitted. The Company is currently assessing the impact of ASU 2015-02 on its consolidated financial position, results of operations and cash flows.

The Company has only one reportable segment. The Company's assets operate on a world-wide basis and the Company's management does not evaluate performance by geographical region or by asset type, as they believe that any such information would not be meaningful.

Under current Bermudan law, the Company is not required to pay taxes in Bermuda on either income or capital gains. The Company has received written assurance from the Minister of Finance in Bermuda that, in the event of any such taxes being imposed, the Company will be exempted from taxation until the year 2035.

The Company does not accrue U.S. income taxes as, in the opinion of U.S. counsel, the Company is not engaged in a U.S. trade or business and is exempted from a gross basis tax under Section 883 of the U.S. Internal Revenue Code.

A reconciliation between the income tax expense resulting from applying statutory income tax rates and the reported income tax expense has not been presented herein, as it would not provide additional useful information to users of the financial statements as the Company's net income is subject to neither Bermuda nor U.S. tax.

Certain of the Company's subsidiaries and branches in Norway and the United Kingdom are subject to income tax in their respective jurisdictions. The tax paid by subsidiaries of the Company that are subject to income tax is not material.

The computation of basic EPS is based on the weighted average number of shares outstanding during the year and the consolidated net income of the Company. Diluted EPS includes the effect of the assumed conversion of potentially dilutive instruments.

The components of the numerator for the calculation of basic and diluted EPS are as follows:

The components of the denominator for the calculation of basic and diluted EPS are as follows:

The minimum future revenues to be received under the Company's non-cancelable operating leases on its vessels as of December 31, ~~2013~~2015, are as follows:

The cost and accumulated depreciation of vessels leased to third parties on operating leases at December 31, ~~2013~~2015 and ~~2012~~2014 were as follows:

The container vessels SFL Eagle, SFL Tiger, SFL Hunter, SFL Hawk and SFL Falcon were operating lease assets, secured against a $210 million loan facility for which Ship Finance International Limited provided an indirect limited performance guarantee. In January 2015, the guarantee became exhausted and in February 2015 the Company signed an agreement with the lenders under the loan facility whereby ownership of the vessels together with associated working capital was transferred to unrelated third parties, and Ship Finance International Limited and its subsidiaries ceased to have any further interest in the vessels or obligations under the loan facility (see Note 19: Long-term debt). An impairment charge of $11.8 million had been recorded against the carrying value of these vessels in the fourth quarter of 2014, and an aggregate loss of $114,000 was recorded on their disposal in February 2015.

During the year ended December 31, ~~2013,~~2015, the ~~Company realized the following gains on sales of vessels:~~

~~In addition to~~The aggregate net gain on sale of vessels in the ~~above, the VLCCs~~ ~~Golden Victory~~ ~~and~~ ~~Front Champion, which were direct financing lease assets, were sold to unrelated parties in November 2013. No gain or loss~~year ended December 31, 2015, was ~~recorded on the disposal of these two vessels (see also Note 23 "Related Party Transactions").~~$7.4 million.

In ~~April 2012,~~September 2010, the Company agreed five year time-charters at a net rate of approximately $14,000 per day per vessel for four 34,000 dwt Handysize dry bulk carriers, which were under construction at the time. The vessels were delivered from the shipyard in the second half of 2011 and the first half of 2012, and duly commenced the agreed time-charters. In July 2012, however, the charterer stopped paying the agreed charter hire and the vessels were returned to ~~terminate~~ the ~~long-term bareboat~~Company. Proceedings were initiated against the charterer to recover unpaid charter ~~agreements with Horizon Lines LLC relating~~hire and the matter was settled in the year ended December 31, 2014. A gain on termination of charters amounting to ~~five container vessels. The~~$25.3 million was recorded in the year ended December 31, 2014, net of legal and other costs.

~~The charter agreements for~~In the ~~four drybulk~~year ended December 31, 2015, the Company had six dry bulk carriers ~~leased~~operating on time-charters to UFC, which include profit sharing arrangements whereby the Company earns a 50% share of profits earned by the vessels above threshold levels. In the year ended December 31, ~~2013~~2015, the Company earned and recognized $2.5 million under this arrangement (2014: $1.1 million; 2013: $0.8 million ~~under this arrangement (2012: $nil; 2011: $nil~~).

As at December 31, ~~2013~~2015, the Company was owed a total of $~~nil~~$18.1 million ~~(2012:~~(2014: $~~51.8~~30.7 million) by ~~the~~ Frontline ~~Charterers~~Shipping in respect of leasing contracts and profit share.

At December 31, ~~2013~~2015, the Company was owed $~~10.0~~2.8 million ~~(2012:~~(2014: $~~0.8~~9.0 million) by Frontline in respect of various short-term items. At December 31, 2014, these items ~~including~~included the ~~$7.6~~$7.8 million ~~(2012: $nil)~~ carrying value of the short-term portion of loan notes receivable (2015: $nil) and ~~$0.5~~$0.4 million ~~(2012: $nil)~~ accrued interest on the loan ~~notes. The~~notes (2015: $nil). At December 31, 2014, the Company also had a long-term loan of ~~$48.8~~$79.3 million due from Frontline, at ~~December 31, 2013~~ ~~(2012: $nil),~~ being the carrying value of the long-term portion of loan notes ~~receivable.~~receivable (2015: $nil).

At December 31, ~~2013~~2015, the Company was owed ~~$0.8~~$1.6 million ~~(2012: $nil)~~(2014: $0.2 million) by UFC in respect of leasing contracts and profit share.

At December 31, ~~2013~~,2014, the Company was owed $~~nil~~ ~~(2012:~~ ~~$1.3~~$1.3 million) by Deep Sea and Deep Sea Supply BTG in respect of leasing ~~contracts.~~contracts (2015: $nil).

At December 31, ~~2013~~,2015, the Company was owed ~~$2.2~~$23.2 million by ~~NADL~~SFL Linus in ~~respect of pre-delivery loan charges relating~~addition to the ~~harsh environment jack-up drilling rig delivered in February 2014~~loan due to the ~~wholly-owned subsidiary~~Company (2014: $nil) - see below.

On December 30, 2014, the Company sold SFL ~~Linus, which is accounted for using the equity method~~West Polaris to Seadrill (see Note ~~16). These charges are recoverable from NADL under~~16: Investment in associated companies) and at December 31, 2014, the ~~terms of the agreement~~Company was owed $111.2 million by Seadrill in relation to ~~acquire the rig and lease it to them.~~this transaction (2015:$nil).

InThe vessels leased to a subsidiary of Golden Ocean are on time charter terms and for each vessel the Company pays a fixed management/operating fee of $7,000 per day to Golden Ocean Group Management (Bermuda) Ltd. ("Golden Ocean Management"), a wholly-owned subsidiary of Golden Ocean. Additionally, in the year ended December 31, ~~2013~~2015, the Company had ~~seven~~12 container vessels and ~~twelve~~ ~~drybulk~~14 dry bulk carriers operating on ~~time charter,~~time-charters, for which part of the operating management was sub-contracted to Golden ~~Ocean.~~Ocean Management. In the year ended December 31, ~~2013~~2015, management fees ~~payable~~paid to Golden Ocean Management amounted to approximately $9.0 million (2014: $~~710,000~~0.8 million (; ~~2012~~2013: $~~534,000~~; ~~2011~~: ~~$207,000~~0.7 million). Management fees are classified as vessel operating expenses in the consolidated statements of operations.

The Company paid a commission of 1% to Frontline Management in respect of all payments received in respect of the five-year sales-type leases on the Suezmax tankers Glorycrown and Everbright. In ~~2013~~ ~~was paid~~ ~~$0.1 million~~ ~~to Frontline Management pursuant to this arrangement (2012~~: ~~$0.1 million~~; ~~2011~~: ~~$0.1 million~~). This arrangement ended in September 2013, when the leases were ~~terminated. Following these terminations,~~terminated, following which we ~~have~~ agreed to pay Frontline a management fee of 1.25% of chartering ~~revenues plus $150 per day per vessel.~~revenues. In 2015, $0.4 million was paid to Frontline Management pursuant to the new arrangement (2014: $0.3 million). Under the old arrangement $0.1 million was paid in 2013.

The Company also paid $~~0.4~~0.5 million in ~~2013~~2015 (~~2012~~2014: $0.5 million, ~~2011~~2013: $~~0.5~~0.4 million) to Frontline Management for the provision of management and administrative services.

The Company pays fees to Frontline Management for the management supervision of some of its newbuildings, which in ~~2013~~2015 amounted to ~~$2.4~~$0.1 million (~~2012~~2014: $~~2.1~~2.9 million,; ~~2011~~2013: $~~3.1~~2.4 million).

~~The~~In the year ended December 31, 2015, the Company paid $~~311,000~~ in ~~2013~~0.4 million (~~2012~~2014: $~~409,000~~0.4 million; ~~2011~~2013: $~~503,000~~0.3 million) to Frontline Management AS for the provision of office facilities in ~~Oslo.~~Oslo, and $0.1 million (2014: $nil; 2013: $nil) to Arcadia for the provision of office facilities in London. The Company paid $nil in 2015 (2014: $0.1 million; 2013: $0.2 million) to Golar Management UK Limited for the provision of office facilities in London. Golar Management UK Limited ceased to be a related party in October 2014.

As at December 31, ~~2013~~2015, the Company owes Frontline Management and Frontline Management AS a combined total of $~~1.0~~0.1 million (~~2012~~2014: $0.8 million) for various items, including newbuilding supervision fees, technical supervision fees and office costs.

~~The Company paid~~ ~~$160,000~~ in ~~2013~~ (~~2012~~: ~~$195,000~~; ~~2011~~: ~~$115,000) to Golar Management UK Limited, a subsidiary of Golar, for the provision of office facilities in London. At~~ ~~December 31, 2013, the Company owed Golar Management UK Limited~~ ~~$57,000~~ (~~2012~~: ~~$50,000), which is included in amounts due to other related parties.~~

Ship Finance has entered into agreements with SFL ~~West Polaris, SFL~~ Deepwater, SFL Hercules and SFL Linus granting them loans of ~~$145.0 million~~, $145.0 million, ~~(previously~~ ~~$290.0 million~~), $145.0 million and ~~$195.0~~$125.0 million, respectively. The loans to ~~SFL West Polaris,~~ SFL Deepwater and SFL Hercules are fixed interest rate loans, and the loan to SFL Linus iswas interest free until the newbuilding jack-up drilling rig iswas delivered to that company, ~~whereupon Ship Finance~~since when it has ~~the right to charge interest.~~been a fixed interest rate loan. These loans are repayable in full on ~~July 11, 2023,~~ October 1, 2023, October 1, 2023 and June 30, 2029, respectively, or earlier if the companies sell their drilling units. Ship Finance is entitled to take excess cash from these companies, and such amounts are recorded within their current accounts with Ship Finance. The loan agreements specify that the balance on the current accounts will have no interest applied and will be settled by offset against the eventual repayments of the fixed interest loans. In the year ended December 31, ~~2013~~2015, the Company received interest income on these loans of $6.5 million from SFL ~~West Polaris~~Deepwater (~~2012~~2014: $6.5 million; ~~2011~~2013:~~$6.5 million~~), $9.6 million ~~from SFL Deepwater (2012~~: ~~$13.1 million~~; ~~2011~~: ~~$13.1 million~~) ~~and $3.5~~, $6.5 million from SFL Hercules ~~(2012: $nil; 2011~~(2014: $6.5 million; 2013 $3.5 million) and $5.6 million from SFL Linus (2014: $4.9 million, 2013: $nil) totaling $~~19.6~~18.7 million.

Ship Finance also granted a $145.0 million fixed interest rate loan to SFL West Polaris, which was repaid when that company was sold on December 30, 2014. The terms of the loan were similar to those in the above continuing loans, and in the year ended December 31, 2015, the Company received interest income on this loan of $nil (2014: $6.5 million; 2013: $6.5 million).

In July 2013, the Company announced the acquisition of the newbuilding harsh-environment jack-up drilling rig West Linus from a subsidiary of NADL, for a total acquisition cost of $600 million. The rig, which was delivered in February 2014, ~~is to be~~was leased back to a subsidiary of NADL for a period in excess of 15 years, and ~~NADL has been~~the subsidiary was granted four purchase options at dates during and at the end of the charter period. Additionally, Ship Finance has an option to sell the rig back to ~~NADL~~the subsidiary at the end of the charter period. The rig is owned by SFL Linus, a wholly-owned subsidiary of Ship Finance accounted for using the equity method ~~- see~~(see Note ~~16 "Investment~~16: Investment in ~~Associated Companies"~~associated companies).

In certain situations, the Company may enter into financial instruments to reduce the risk associated with fluctuations in interest rates and exchange rates. The Company has a portfolio of swaps which swap floating rate interest to fixed rate, and which also fix the Norwegian kroner to US dollar exchange rate applicable to the interest payable and principal repayment on the NOK bonds due ~~2014~~2017 and ~~2017.~~2019. From a financial perspective these swaps hedge interest rate and exchange rate exposure. The counterparties to such contracts are DNB Bank, Nordea Bank Finland ~~Plc,~~Plc., ABN AMRO Bank N.V., ~~BNP Paribas,~~ NIBC Bank N.V., ~~Scotiabank Europe Plc,~~ Skandinaviska Enskilda Banken AB (publ), ING Bank N.V., ~~Lloyds Banking Group Plc, Credit Agricole Corporate and Investment Bank,~~ Danske Bank A/S and Swedbank AB (publ). Credit risk exists to the extent that the counterparties are unable to perform under the contracts, but this risk is considered remote as the counterparties are all banks which have provided the Company with loans.

The following tables present the fair values of the Company's derivative instruments that were designated as cash flow hedges and qualified as part of a hedging relationship, and those that were not designated:

The Company manages its debt portfolio with interest rate swap agreements denominated in U.S. dollars and Norwegian kroner to achieve an overall desired position of fixed and floating interest rates. At December 31, ~~2013~~2015, the Company and its consolidated subsidiaries had entered into interest rate swap transactions, involving the payment of fixed rates in exchange for LIBOR or NIBOR, as summarized below. The summary includes all swap transactions, most of which are hedges against specific loans.

~~As at~~ The interest rate swap with a notional principal of $108.4 million has an inception date of December ~~31, 2013~~,2016, and the interest rate swap with a notional principal of $110.5 million has an inception date of January, 2017. The total notional principal amount subject to ~~such~~ swap agreements as at December 31, 2015, excluding those with inception dates in the future, was $~~1,188.0~~804.8 million (~~2012~~2014: $~~1,033.0~~1,094.1 million).

The Company has entered into currency swap transactions, involving the payment of U.S. dollars in exchange for Norwegian kroner, which are designated as hedges against the NOK~~500 million~~ ~~senior unsecured bonds due 2014 and the NOK~~600 million senior unsecured bonds due ~~2017.~~2017 and the NOK900 million senior unsecured bonds due 2019.

Apart from the NOK~~500~~600 million and ~~NOK600~~NOK900 million senior unsecured bonds due ~~2014~~2017 and ~~2017,~~2019, respectively, the majority of the Company's transactions, assets and liabilities are denominated in U.S. dollars, the functional currency of the Company. Other than the corresponding currency swap transactions summarized above, the Company has not entered into forward contracts for either transaction or translation risk. Accordingly, there is a risk that currency fluctuations could have an adverse effect on the Company's cash flows, financial condition and results of operations.

The carrying value and estimated fair value of the Company's financial assets and liabilities at December 31, ~~2013~~2015, and ~~2012~~2014, are as follows:

The above long-term receivables relating to interest rate/ currency swap contracts at December 31, 2015, include $0.3 million which relates to non-designated swap contracts (2014: $2.6 million), with the balance relating to designated hedges. The above short-term payables relating to interest rate/ currency swap contracts at December 31, ~~2013~~2015, include ~~$0.1 million~~$nil which relates to non-designated swap contracts (~~2012~~2014: ~~$nil)~~$0.2 million), with the balance relating to designated hedges. The above long-term payables relating to interest rate/ currency swap contracts at December 31, ~~2013~~2015, include $~~3.6~~14.5 million which relates to non-designated swap contracts (~~2012~~2014: $~~1.4 million), with the balance relating to designated hedges. The above long-term receivables relating to interest rate/ currency swap contracts at~~ ~~December 31, 2013, include~~ ~~$10.1 million~~ ~~which relates to non-designated swap contracts (2012~~: ~~$0.1~~3.5 million), with the balance relating to designated hedges.

In accordance with the accounting policy relating to interest rate and currency swaps (see Note 2 "Accounting ~~Policies:~~policies: Derivatives – Interest rate and currency swaps"), where the Company has designated the swap as a hedge, and to the extent that the hedge is effective, changes in the fair values of interest rate swaps are recognized in other comprehensive income. Changes in the fair value of other swaps and the ineffective portion of swaps designated as hedges are recognized in the consolidated statement of operations.

The above fair values of financial assets and liabilities as at December 31, ~~2013~~2015, are measured as follows:

The above fair values of financial assets and liabilities as at December 31, ~~2012~~2014, were measured as follows:

ASC Topic 820 "Fair Value Measurement and Disclosures" ("ASC 820") emphasizes that fair value is a market-based measurement, not an entity-specific measurement, and should be determined based on the assumptions that market participants would use in pricing the asset or liability. As a basis for considering market participant assumptions in fair value measurements, ASC 820 establishes a fair value hierarchy that distinguishes between market participant assumptions based on market data obtained from sources independent of the reporting entity (observable inputs that are classified within levels one and two of the hierarchy) and the reporting entity's own assumptions about market participant assumptions (unobservable inputs classified within level three of the hierarchy).

Level 1 inputs utilize unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Level 2 inputs are inputs other than quoted prices included in level one that are observable for the asset or liability, either directly or indirectly. Level 2 inputs may include quoted prices for similar assets and liabilities in active markets, as well as inputs that are observable for the asset or liability, other than quoted prices, such as interest rates, foreign exchange rates and yield curves that are observable at commonly quoted intervals. Level 3 inputs are unobservable inputs for the assets or liabilities, which typically are based on an entity's own assumptions, as there is little, if any, related market activity. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company's assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability.

~~Listed available~~Available for sale securities ~~are recorded at~~consist of (i) listed Frontline shares (December 31, 2015, only), (ii) secured listed and unlisted corporate bonds and (iii) Horizon Lines, LLC second lien loan notes (December 31, 2014, only). The fair value ~~being~~of the listed Frontline shares and the listed and unlisted corporate bonds consists of their aggregate market value as at the balance sheet date. The fair value of ~~unlisted available for sale securities, which~~the Horizon Lines, LLC loan notes at December 31, ~~2013, comprise unlisted second lien loan notes, is~~2014, was a Level 3 input, ~~and is~~ determined from analysis of projected cash flows, based on factors including the terms, provisions and other characteristics of the notes, credit ratings and default risk of the issuing entity, the fundamental financial and other characteristics of that entity, and the current economic environment and trading activity in the debt market. The Horizon Lines, LLC loan notes were sold in May 2015 (see note 9: Gain on sale of loan notes and share warrants - other).

The following table shows the changes in the fair ~~values~~value of the asset with Level 3 valuation during the year ended December 31, ~~2013~~:2015:

(a) The interest income of ~~$2.8~~$2.2 million is recognized in the Consolidated Statement of Operations under "Interest income - other".

The estimated fair values for the ~~8.5% fixed rate Senior Notes, the~~ floating rate NOK bonds due ~~2014~~2017 and ~~2017,~~2019, and the 3.75% and 3.25% unsecured convertible bonds are based on the quoted market prices as at the balance sheet date.

The fair value of interest rate and currency swap contracts is calculated using a well-established independent valuation technique applied to contracted cash flows and LIBOR/NIBOR interest rates as at the balance sheet date.

There is a concentration of credit risk with respect to cash and cash equivalents to the extent that most of the amounts are carried with Skandinaviska Enskilda Banken, ABN AMRO, ~~Danske Bank,~~ Nordea, DNB and Credit Agricole Corporate and Investment Bank. However, the Company believes this risk is remote.

Since the Company was spun-off from Frontline in 2004, Frontline has accounted for a significant proportion of our operating revenues. In the year ended December 31, ~~2013~~2015, Frontline accounted for ~~38%~~33% of our operating revenues (~~2012~~2014: ~~54%~~37%, ~~2011~~2013: ~~56%~~38%). There is thus a concentration of revenue risk with Frontline.

Assets Pledged



	~~2013~~2015
Book value of assets pledged under ship mortgages (see Note 19)	$~~1,994~~2,087 million

The Company has arranged insurance for the legal liability risks for its shipping activities with Gard P.& I. (Bermuda) Ltd, Assuranceforeningen ~~SKULD, Assuranceforeningen Gard Gjensidig~~Skuld (Gjensidig), The Steamship Mutual Underwriting Association Limited, The Korea Shipowner’s Mutual Protection & Indemnity Association, The West of England Ship Owners Mutual Insurance Association (Luxembourg), North of England P&I Association Limited, The Standard Club Europe Ltd and ~~Britannia~~The United Kingdom Mutual Steam Ship ~~Insurance~~Assurance Association (Europe) Limited, all of which are mutual protection and indemnity associations. ~~On certain of the vessels insured, the~~The Company is subject to calls payable to the associations based on the ~~Company's~~Company’s claims record in addition to the claims records of all other members of the associations. A contingent liability exists to the extent that the claims records of the members of the associations in the aggregate show significant deterioration, which may result in additional calls on the members.

SFL Deepwater, SFL ~~West Polaris, SFL~~ Hercules and SFL Linus are wholly-owned subsidiaries of the Company, which are accounted for using the equity method. Accordingly, their assets and liabilities are not consolidated in the Company's Consolidated Balance Sheets, but are presented on a net basis under "Investment in associated companies" - see Note 16. As at December 31, ~~2013,~~2015, their combined borrowings amounted to $~~1,131.6~~831.2 million and the Company guaranteed ~~$280.0~~$250.0 million of this debt. ~~Although it had no borrowings as at~~ ~~December 31, 2013~~, in February 2014 SFL Linus took delivery of its newbuilding drilling rig and made drawings against its $475 million loan facility, which is fully guaranteed by the Company until the rig commences a sub-charter, which is scheduled to commence during the second quarter of 2014. Thereafter, the Company will guarantee $90.0 million of the debt.

At December 31, ~~2013~~2015, the Company had ~~contractual~~ commitments under contracts to acquire newbuilding ~~contracts~~vessels totaling ~~$794.8~~$261.9 million (~~2012~~2014: $~~189.6~~85.0 million). ~~This includes $405.0~~In addition, two subsidiaries had contractual commitments relating to the chartering-in of two 18,000-20,000 TEU container vessels on 15 year bareboat charters amounting to $406.1 million ~~in respect~~at December 31, 2015 (2014: $nil), of which $30.0 million represents initial payments due on delivery of the ~~harsh environment jack-up drilling rig, which will be owned by a wholly-owned subsidiary accounted for using the equity method.~~vessels. There are no other contractual commitments at December 31, ~~2013~~.2015.

The Company is routinely party both as plaintiff and defendant to laws suits in various jurisdictions under charter hire obligations arising from the operation of its vessels in the ordinary course of business. The Company believes that the resolution of such claims will not have a material adverse effect on its results of operations or financial position. The Company has not recognized any contingent gains or losses arising from the pending results of any such law suits.

The Company's consolidated financial statements include ~~nine~~26 variable interest entities, all of which are wholly-owned subsidiaries. These subsidiaries own vessels with existing charters during which related and third parties have fixed price options to purchase the respective vessels, at dates varying from September ~~2014~~2017 to ~~January 2020.~~July 2025. It has been determined that the Company is the primary beneficiary of these entities, as none of the purchase options are deemed to be at bargain prices and none of the charters include sales options.

At December 31, ~~2013~~2015, the vessels of two of these entities are accounted for as direct financing leases with a combined carrying value of ~~$74.0~~$44.3 million,, unearned lease income of ~~$21.0~~$9.0 million and estimated residual values of ~~$21.7 million~~.$5.9 million. The outstanding loan balances in these two entities total $~~39.1~~23.9 million, of which the short-term portion is $~~6.4~~4.8 million.

The other ~~seven~~24 fully consolidated variable interest entities ~~each~~ own vessels which are accounted for as operating lease assets, with a total net book value at December 31, ~~2013~~2015, of $~~273.5~~609.6 million. The outstanding loan balances in these entities total $~~147.1~~309.9 million, of which the short-term portion is $~~86.5~~30.0 million.



Commission file number	001-32199

Ship Finance International Limited
(Exact name of Registrant as specified in its charter)

~~Ship Finance International Limited~~
(Translation of Registrant's name into English)

Bermuda
(Jurisdiction of incorporation or organization)

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

Georgina Sousa Par-la-Ville Place, 14 Par-la-Ville Road, Hamilton, HM 08, Bermuda Tel: +1 (441)295-9500, Fax: +1(441)295-3494
(Name, Telephone, Email and/or Facsimile number and Address of Company Contact Person)



Title of each class		Name of each exchange
Common Shares, $1.00 Par Value		New York Stock Exchange



PART I		PAGE

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	2120
ITEM 4A.	UNRESOLVED STAFF COMMENTS	3837
ITEM 5.	OPERATING AND FINANCIAL REVIEW AND PROSPECTS	3837
ITEM 6.	DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES	6665
ITEM 7.	MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS	68
ITEM 8.	FINANCIAL INFORMATION	7172
ITEM 9.	THE OFFER AND LISTING	7374
ITEM 10.	ADDITIONAL INFORMATION	7475
ITEM 11.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	8384
ITEM 12.	DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES	8485

PART II

ITEM 13.	DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES	8586
ITEM 14.	MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS	8586
ITEM 15.	CONTROLS AND PROCEDURES	8586
ITEM 16A.	AUDIT COMMITTEE FINANCIAL EXPERT	8687
ITEM 16B.	CODE OF ETHICS	8687
ITEM 16C.	PRINCIPAL ACCOUNTANT FEES AND SERVICES	8687
ITEM 16D.	EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES	8788
ITEM 16E.	PURCHASE OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS	8788
ITEM 16F.	CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT	8788
ITEM 16G.	CORPORATE GOVERNANCE	8788
ITEM 16H.	MINE SAFETY DISCLOSURE	8788

PART III

ITEM 17.	FINANCIAL STATEMENTS	8889
ITEM 18.	FINANCIAL STATEMENTS	8889
ITEM 19.	EXHIBITS	8990


	Year Ended December 31										Year Ended December 31,
	2013		2012		2011		2010		2009		2015		2014		2013		2012		2011
	(in thousands of dollars except common share and per share data)										(in thousands of dollars except common share and per share data)
Income Statement Data:
Total operating revenues	270,860		319,692		295,114		308,060		345,220		406,740		327,487		270,860		319,692		295,114
Net operating income	117,366		207,620		162,705		211,845		209,264		166,046		145,146		117,366		207,620		162,705
Net income	89,206		185,836		131,175		165,712		192,598		200,832		122,815		89,206		185,836		131,175
Earnings per share, basic	$	1.00	$	2.31	$	1.66	$	2.10	$	2.59	$	2.15	$	1.32	$	1.00	$	2.31	$	1.66
Earnings per share, diluted	$	0.99	$	2.22	$	1.62	$	2.09	$	2.59	$	1.88	$	1.24	$	0.99	$	2.22	$	1.62
Dividends declared	109,114		152,009		122,644		106,028		90,928		162,594		152,152		109,114		152,009		122,644
Dividends declared per share	$	1.17	$	1.86	$	1.55	$	1.34	$	1.20	$	1.74	$	1.63	$	1.17	$	1.86	$	1.55


	Year Ended December 31										Year Ended December 31,
	2013		2012		2011		2010		2009		2015		2014		2013		2012		2011
	(in thousands of dollars except common share and per share data)										(in thousands of dollars except common share and per share data)
Balance Sheet Data (at end of period):
Cash and cash equivalents	58,641		60,542		94,915		86,967		84,186		70,175		50,818		58,641		60,542		94,915
Vessels and equipment, net (including newbuildings)	1,215,624		1,110,301		1,020,580		786,112		627,654		1,681,466		1,464,700		1,215,624		1,110,301		1,020,580
Investment in direct financing and sales-type leases (including current portion)	903,408		1,143,859		1,220,060		1,455,281		1,793,715		511,443		746,531		903,408		1,143,859		1,220,060
Investment in associated companies (including loans)	571,702		454,775		444,022		489,976		501,203		472,327		399,488		571,702		454,775		444,022
Total assets	3,045,983		2,973,089		2,896,128		2,882,361		3,059,586		3,064,825		3,041,554		3,045,983		2,973,089		2,896,128
Short and long term debt (including current portion)	1,736,879		1,831,200		1,910,464		1,922,854		2,135,950		1,666,476		1,732,459		1,736,879		1,831,200		1,910,464
Share capital	93,260		85,225		79,125		79,125		79,125		93,468		93,404		93,260		85,225		79,125
Stockholders' equity	1,191,933		994,768		857,091		828,920		749,328		1,241,810		1,153,492		1,191,933		994,768		857,091
Common shares outstanding	93,260,000		85,225,000		79,125,000		79,125,000		79,125,000		93,468,000		93,404,000		93,260,000		85,225,000		79,125,000
Weighted average common shares outstanding	89,508,233		80,594,399		79,125,000		79,056,183		74,399,127		93,449,904		93,330,622		89,508,233		80,594,399		79,125,000

Cash Flow Data:
Cash provided by operating activities	140,124		86,570		163,661		153,771		125,522		258,401		132,401		140,124		86,570		163,661
Cash provided by (used in) investing activities	(73,982	)	34,309		(5,862	)	76,977		424,068		(205,782	)	(21,940	)	(73,982	)	34,309		(5,862	)
Cash used in financing activities	(68,043	)	(155,252	)	(149,851	)	(227,967	)	(511,479	)	(33,262	)	(118,284	)	(68,043	)	(155,252	)	(149,851	)



Large accelerated filer [ X ]	Accelerated filer [ ]	Non-accelerated filer [ ]



[ X ] U.S. GAAP	[ ] International Financial Reporting Standards as issued by the International Accounting Standards Board	[ ] Other



Supramax Drybulk Carriers
SFL Hudson	2009	57,000		HK	Operating lease	2020
SFL Yukon	2010	57,000		HK	Operating lease	2018
SFL Sara	2011	57,000		HK	Operating lease	2019
SFL Kate	2011	57,000		HK	Operating lease	2021
SFL Humber	2012	57,000		HK	Operating lease	2022

Container vessels
MSC Margarita	2001	5,800	TEU	LIB	n/a	2019
MSC Vidhi	2002	5,800	TEU	LIB	n/a	2019
MSC Vaishnavi	2002	4,100	TEU	LIB	n/a	2019
TBN/ MSC Julia	2002	4,100	TEU	n/a	n/a	2019	(7	)
TBN/ MSC Rochelle	2002	4,100	TEU	n/a	n/a	2019	(7	)
TBN/ MSC Arushi	2002	4,100	TEU	n/a	n/a	2019	(7	)
TBN/ MSC Julia	2002	4,100	TEU	n/a	n/a	2020	(7	)
Santa Ricarda	2002	4,100	TEU	n/a	n/a	2020	(7	)
Santa Rafaela	2002	4,100	TEU	n/a	n/a	2020	(7	)
SFL Europa	2003	1,700	TEU	MI	Operating lease	2014	(5	)
Heung-A Green	2005	1,700	TEU	MAL	Operating lease	2020	(1	)
Green Ace	2005	1,700	TEU	MAL	Operating lease	2020	(1	)
SFL Hunter	2006	2,800	TEU	MI	n/a		(5	)
SFL Hawk	2007	2,800	TEU	MI	Operating lease	2014	(5	)
SFL Falcon	2007	2,800	TEU	MI	Operating lease	2014	(5	)
SFL Eagle	2007	2,800	TEU	MI	Operating lease	2014	(5	)
SFL Tiger	2006	2,800	TEU	MI	Operating lease	2014	(5	)
SFL Avon	2010	1,700	TEU	MI	Operating lease	2014	(5	)
Hull SSY S-1222 (NB) (6)	2014	4,800	TEU	n/a	n/a	2021	(4	)
Hull SSY S-1223 (NB) (6)	2014	4,800	TEU	n/a	n/a	2021	(4	)
Hull DSME H-4283 (NB)	2014	8,700	TEU	n/a	n/a	2021	(4	)
Hull DSME H-4284 (NB)	2014	8,700	TEU	n/a	n/a	2021	(4	)
Hull DSME H-4285 (NB)	2014	8,700	TEU	n/a	n/a		(8	)
Hull DSME H-4286 (NB)	2015	8,700	TEU	n/a	n/a		(8	)

Car Carriers
Glovis Composer	2005	6,500	CEU	HK	Operating lease	2017
Glovis Conductor	2006	6,500	CEU	PAN	Operating lease	2017

Jack-Up Drilling Rigs
Soehanah	2007	375	ft	PAN	Operating lease	2018	(1	)
West Linus	2014	450	ft	NOR	Capital lease	2029	(1	)

Ultra-Deepwater Drill Units
West Polaris	2008	10,000	ft	PAN	Capital lease	2023	(1	)
West Hercules	2008	10,000	ft	PAN	Capital lease	2023	(1	)
West Taurus	2008	10,000	ft	PAN	Capital lease	2023	(1	)



Offshore supply vessels
Sea Leopard	1998	AHTS	(2	)	CYP	Capital lease	2020	(1	)
Sea Bear	1999	AHTS	(2	)	CYP	Capital lease	2020	(1	)
Sea Cheetah	2007	AHTS	(2	)	CYP	Operating lease	2019	(1	)
Sea Jaguar	2007	AHTS	(2	)	CYP	Operating lease	2019	(1	)
Sea Halibut	2007	PSV	(3	)	CYP	Operating lease	2019	(1	)
Sea Pike	2007	PSV	(3	)	CYP	Operating lease	2019	(1	)


(1)	Charterer has purchase options during the term of the charter.


~~(5)~~	Currently employed on a short-term charter or in the spot market.


~~(6)~~	~~Newbuilding delivery significantly delayed and may be cancelled.~~


~~(7)~~	~~Second-hand vessel scheduled for delivery before the end of June 2014. Charters have been agreed.~~


~~(8)~~	~~Charters may be entered into subject to certain conditions.~~


Vessel type	Total fleet December 31, 2011	Additions/ Disposals 2012		Total fleet December 31, 2012	Additions/ Disposals 2013		Total fleet December 31, 2013	Total fleet December 31, 2013	Additions/ Disposals 2014		Total fleet December 31, 2014	Additions/ Disposals 2015		Total fleet December 31, 2015
Oil Tankers	28		--2	26		--4	22	22		-3	19		-3	16
Chemical tankers	2			2			2	2			2			2
Dry bulk carriers (including OBOs)	11	+5	--4	12	+1	--1	12
Dry bulk carriers								12	+2		14	+8		22
Container vessels	11			11			11	11	+11	-2	20	+3	-5	18
Car carriers		+2		2			2	2			2			2
Jack-up drilling rigs	1			1			1	1	+1		2			2
Ultra-deepwater drill units	3			3			3	3		-1	2			2
Offshore supply vessels	6			6			6	6			6			6

Total Active Fleet	62	+7	--6	63	+1	--5	59	59	+14	-6	67	+11	-8	70


(2)	Anchor handling tug supply vessel (AHTS).


	Number of owned vessels	Carrying value at December 31, 2013 ($ millions)	Number of owned vessels	Aggregate carrying value at December 31, 2015 ($ millions)
Tanker vessels (1)	24	1,083	20	709
Drybulk carriers (2)	12	335
Dry bulk carriers (2)			22	633
Liners (3)	18	904	22	885
Offshore units (4)	11	2,379	10	1,546
	65	4,701	74	3,773


(1)	Includes 232 vessels with an aggregate carrying value of ~~$1,036~~$43 million, which we believe exceeds their aggregate charter-free market value by approximately ~~$438~~$18 million, and ~~one vessel~~18 vessels with a carrying value of ~~$47~~$666 million, which we believe is ~~in line with its~~approximately $85 million less than their aggregate charter-free market value.


(2)	Includes 1222 vessels with an aggregate carrying value of ~~$335million, which we believe exceeds their aggregate charter-free market value by approximately $76 million.~~


~~(3)~~	~~Includes 12 vessels with an aggregate carrying value of $491~~$633 million, which we believe exceeds their aggregate charter-free market value by approximately ~~$228 million, and six~~$235 million.


(3)	Includes 6 vessels with an aggregate carrying value of ~~$413~~$361 million, which we believe exceeds their aggregate charter-free market value by approximately $41 million, and 16 vessels with an aggregate carrying value of $524 million, which we believe is approximately ~~$42~~$50 million less than their aggregate charter-free market value.


-	~~$725 million secured term loan and revolving credit facility due 2015~~


-	~~$49 million secured term loan and revolving credit facility due 2018~~


-	~~$95 million secured term loan and revolving credit facility due 2018~~


-	~~$167 million secured term loan and revolving credit facility due 2018~~


-	~~$420 million secured term loan and revolving credit facility due 2018~~


-	$390 million secured term loan and revolving credit facility due 2018


-	$375 million secured term loan and revolving credit facility due 2019


-	$475 million secured term loan and revolving credit facility due 2019


	December 31, 2013		December 31, 2015
(in millions of $)	Outstanding balance on loan	Net amount available to draw	Outstanding balance on loan	Net amount available to draw
Unsecured borrowings:
NOK500 million bonds due 2014	71.9	—
3.75% convertible bonds due 2016	125.0	—	117.5	—
NOK600 million bonds due 2017	92.8	—	63.7	—
3.25% convertible bonds due 2018	350.0	—	350.0	—
NOK900 million bonds due 2019			85.4	—
Total unsecured borrowings	639.7	—	616.6	—
Loan facilities secured with mortgages on vessels and rigs, including newbuildings	1,097.2	149.5	1,049.9	178.1
Loan facilities secured against investments in securities	—	28.2
Total borrowings of Company and consolidated subsidiaries	1,736.9	177.7	1,666.5	178.1
Equity accounted subsidiaries: Loan facilities secured with mortgages on vessels and rigs	1,131.6	—	831.2	150.0
Total borrowings	2,868.5	177.7	2,497.7	328.1


	Payment due by period					Payment due by period
	Less than 1 year	1–3 years	3–5 years	After 5 years	Total	Less than 1 year	1–3 years	3–5 years	After 5 years	Total
	(in millions of $)					(in millions of $)
NOK500 million senior unsecured bonds due 2014	72	—	—	—	72
3.75% unsecured convertible bonds due 2016	—	125	—	—	125	117.5	—	—	—	117.5
NOK600 million senior unsecured bonds due 2017	—	—	93	—	93	—	63.7	—	—	63.7
3.25% unsecured convertible bonds due 2018	—	—	350	—	350	—	350.0	—	—	350.0
NOK900 million senior unsecured bonds due 2019						—	—	85.4	—	85.4
Floating rate long-term debt	318	283	206	290	1,097	90.5	304.1	287.9	367.3	1,049.8
Floating rate long-term debt in unconsolidated subsidiaries	144	182	482	324	1,132	97.7	348.5	385.0	—	831.2
Total debt repayments	534	590	1,131	614	2,869	305.7	1,066.3	758.3	367.3	2,497.6
Total interest payments (1)	117	185	120	13	435	90.1	133.9	41.7	11.7	277.4
Total vessel purchases (2)	744	51	—	—	795	164.1	97.8	—	—	261.9
Total charter commitments (3)						15.0	63.1	50.2	277.8	406.1
Total contractual cash obligations	1,395	826	1,251	627	4,099	574.9	1,361.1	850.2	656.8	3,443.0


(2)	Vessel purchase commitments relate to ~~the~~two newbuilding ~~harsh environment jack-up drilling rig~~container vessels, one of which was delivered in February ~~2014 ($405 million), three~~2016 with the other scheduled for delivery later in 2016, and two newbuilding ~~4,800 TEU container vessels~~oil product tankers scheduled for delivery in ~~2014 ($109 million) and four~~2017.



Name	Age		Position
Hans Petter Aas	68	70		Director, Chairman of the Board and Audit Committee member
Kate Blankenship	49	51		Director of the Company and Chairperson of the Audit Committee
~~Cecilie A. Fredriksen~~	30			~~Director of the Company~~
Paul Leand	47	50		Director of the Company
Harald Thorstein	3436		Director of the Company
Bert Bekker	77		Director of the Company
Georgina Sousa	65		Director of the Company
Ole B. Hjertaker	47	49		Chief Executive Officer of Ship Finance Management AS
Harald Gurvin	39	41		Chief Financial Officer of Ship Finance Management AS



Director or Officer	Beneficial interest in Common Shares of $1.00 each	Additional interest in options to acquire Common Shares which have vested	Percentage of Common Shares Outstanding
Hans Petter Aas	25,000	—	*
Paul Leand	50,334	10,000	*
Kate Blankenship	5,211	10,000	*
Cecilie A. Fredriksen	—	10,000	*
Harald Thorstein	—	—	*
Ole B. Hjertaker	4,211	250,000	*
Harald Gurvin	—	35,000	*


	Number of options					Number of options
Director or Officer	Total	Vested	Exercise price		Expiration Date	Total	Vested	Exercise price		Expiration Date
Hans Petter Aas						22,500	—	$	14.38	March 2021
Paul Leand	10,000	10,000	$	6.38	October 2014	17,500	—	$	14.38	March 2021
Kate Blankenship	10,000	10,000	$	6.38	October 2014	17,500	—	$	14.38	March 2021
Cecilie A. Fredriksen	10,000	10,000	$	6.38	October 2014
Harald Thorstein						17,500	—	$	14.38	March 2021
Bert Bekker						10,000	—	$	14.38	March 2021
Georgina Sousa						10,000	—	$	14.38	March 2021
Ole B. Hjertaker	150,000	150,000	$	3.72	July 2014	79,000	—	$	14.38	March 2021
	20,000	20,000	$	12.36	March 2015
	80,000	80,000	$	15.53	March 2016
Harald Gurvin	10,000	10,000	$	12.36	March 2015	35,000	—	$	14.38	March 2021
	25,000	25,000	$	15.53	March 2016


Owner	Number of Common Shares	Percent of Common Shares	Number of Common Shares	Percent of Common Shares
Hemen Holding Ltd. (1)	28,379,293	30.42%	26,179,293	28.01%
Farahead Investment Inc. (1)	5,700,000	6.11%	7,900,000	8.45%