SecProbe.io

May 30, 2018
Harald Gurvin
Chief Financial Officer
Ship Finance International Ltd
Par-la-Ville Place, 14 Par-la-Ville Road
Hamilton, HM 08, Bermuda
Re:Ship Finance International LTD
Form 20-F for the Year Ended December 31, 2017
Form 6-K furnished February 28, 2018
File No. 001-32199
Dear Mr. Gurvin:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.  In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 6-K furnished February 28, 2018
Selected Key Financial Data, page 1
1.Please explain the difference both quantitatively and qualitatively between “total charter
revenues” as presented in selected key financial data and “total operating revenues”
presented on page 6.  We note that the company has certain wholly-owned subsidiaries
which are accounted for using the equity method because as it has been determined under
ASC 810 that they are variable interest entities in which Ship Finance International Ltd. is
not the primary beneficiary.  It appears that “total charter revenues” include revenue from
these entities using a method other than the equity method of accounting.  Inclusion of
your proportionate economic ownership (i.e. 100%) appears to create a non-GAAP
measure that is not consistent with the guidance in Question 100.04 of the Non-GAAP
Compliance and Disclosure Interpretations and Rule 100(b) of Regulation G.  Please

 FirstName LastNameHarald Gurvin
 Comapany NameShip Finance International Ltd
 May 30, 2018 Page 2
 FirstName LastName
Harald Gurvin
Ship Finance International Ltd
May 30, 2018
Page 2
explain.
2.We note at the top of page 2 you disclose that reported net operating income pursuant to
US GAAP for the quarter was $38.6 million, or $.38 per share, and reported net income
was $20.1 million, or $.20 per share.  Adjusted for various non-cash and one-off items, the
result was $24.9 million, or $.24 per share.  Please note that this adjusted amount should
be labeled as a non-GAAP financial measure and should be accompanied by a
reconciliation as required by Regulation G.
Appendix 1, page 10
3.We note from Appendix 1 that the reconciliation of net income to Adjusted EBITDA
includes several adjustments related to your investments in subsidiaries accounted for
under the equity method such as, charter revenue – finance lease adjustment, interest
income from associates, and results in associates.  Please explain to us the nature of these
adjustments and tell us why you are adjusting for these items in your Adjusted EBITDA
measure.  Also, please tell us the nature of the repayment of investment in finance leases
adjustment and why you are adjusting for this amount in your Adjusted EBITDA measure.
Form 20-F for the Year Ended December 31, 2017
Financial Statements
Consolidated Statements of Changes in Stockholders' Equity, page F-8
4.Please tell us the nature of the significant change in additional paid in capital in the
amount of $137 million related to the convertible notes due 2021.
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            You may contact Heather Clark at 202-551-3624 or Claire Erlanger at 202-551-3301 with
any questions.
Division of Corporation Finance
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