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Seaspan Reports Financial Results for the Quarter and Year Ended December 31, 2010

15/3/11
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Announces 50 Percent Dividend Increase and Adopts Progressive Dividend Policy Announces Agreement with The Carlyle Group to Form Containership Investment Venture Re-enters Newbuilding Market

HONG KONG, CHINA – March 14, 2011 /CNW/ – Seaspan Corporation (NYSE:SSW) announced today the financial results for the quarter and year ended December 31, 2010. Seaspan also provided an update on certain recent developments disclosed in the Company's Prospectus Supplement dated January 21, 2011.

Below is a summary of our key financial results for the recent quarter and year: 

Summary of Key Financial Results (dollars in thousands): 
 



                            Quarter Ended December                          
                                     31,                     Change         
                          ------------------------ ------------------------ 
                                 2010         2009            $           % 
                          ----------- ------------ ------------ ----------- 
                                                                            
Reported net earnings     $   141,590 $     74,690 $     66,900       89.6% 
Normalized net                                                              
 earnings(1)              $    26,954 $     21,062 $      5,892       28.0% 
                                                                            
Earnings per share, basic $      1.96 $       1.01 $       0.95       94.1% 
                                                                            
Earnings per share,                                                         
 diluted                  $      1.60 $       0.78 $       0.82      105.1% 


Normalized earnings per                                                     
 share, converted(1)                                                        
 (Series A preferred                                                        
 shares converted at $15) $      0.31 $       0.26 $       0.05       19.2% 
                                                                            
                                                                            
Cash available for                                                          
 distribution to common                                                     
 shareholders (2)         $    55,117 $     39,922 $     15,195       38.1% 
                                                                            
                                                                            
Adjusted EBITDA(3)        $    85,390 $     54,237 $     31,153       57.4% 
                                                                            
                                                                            
                          Year Ended December 31,           Change          
                         ------------------------  ------------------------ 
                                2010         2009            $            % 
                         -----------  -----------  -----------  ----------- 
Reported net earnings                                                       
 (loss)                 $    (87,747)$    145,252 $   (232,999)     (160.4%)
Normalized net                                                              
 earnings(1)            $     94,991 $     78,529 $     16,462        21.0% 
Earnings (loss) per                                                         
 share, basic           $      (1.70)$       1.94 $      (3.64)     (187.6%)
                                                                            
Earnings (loss) per                                                         
 share, diluted(4)      $      (1.70)$       1.75 $      (3.45)     (197.1%)


                                                                      
Normalized earnings per                                                     
 share, converted(1)                                                        
 (Series A preferred                                                        
 shares converted at                                                        
 $15)                   $       1.12 $       1.03 $       0.09         8.7% 
Cash available for                                                          
 distribution to common                                                     
 shareholders(2)        $    193,389 $    149,937 $     43,452        29.0% 
                                                                            
Adjusted EBITDA(3)      $    289,501 $    197,464 $     92,037        46.6% 
                                                                            
                                                                            
(1) Normalized net earnings and normalized earnings per share are non-GAAP  
measures that are adjusted for items such as the change in fair value of    
financial instruments, interest expense, interest expense at the hedged rate
and other items that we believe are not representative of our operating     
performance. Normalized earnings per share, converted, reflects normalized  
earnings per share on a pro-forma basis on the assumption that the Series A 
preferred shares are converted at $15.00 per share. Please read             
"Reconciliation of Non-GAAP Financial Measures for the Quarter and Year     
Ended December 31, 2010 - Description of Non-GAAP Financial Measures - B.   
Normalized Net Earnings and Normalized Earnings per Share" for a description
of normalized net earnings and normalized earnings per share and for        
reconciliations of these measures to net earnings and earnings per share,   
respectively.                                                               
 
(2) Cash available for distribution to common shareholders is a non-GAAP    
 measure that represents net earnings adjusted for depreciation,            
 amortization of deferred charges, non-cash share-based compensation, dry-  
 dock adjustment, change in fair value of financial instruments, interest   
 expense, interest expense at the hedged rate, cash dividends paid on       
 preferred shares and other items that we believe are not representative of 
 our operating performance. Please read "Reconciliation of Non-GAAP         
 Financial Measures for the Quarter and Year Ended December 31, 2010 -      
 Description of Non-GAAP Financial Measures - A. Cash Available for         
 Distribution to Common Shareholders" for a description of cash available   
 for distribution to common shareholders and a reconciliation of cash       
 available for distribution to net earnings.                                
                                                                            
(3) Adjusted EBITDA is a non-GAAP measure that represents net earnings      
 (loss) before interest expense and other debt-related expenses, interest   
 income, income tax expense, depreciation and amortization expense, change  
 in fair value of financial instruments, and certain non-cash charges and   
 selected items that are generally unusual or non-recurring that we believe 
 are not representative of our operating performance. Please read           
 "Reconciliation of Non-GAAP Financial Measures for the Quarter and Year    
 Ended December 31, 2010 - Description of Non-GAAP Financial Measures - C.  
 Adjusted EBITDA" for a description of adjusted EBITDA and a reconciliation 
 of adjusted EBITDA to net earnings.                                        
                                                                            
(4) Diluted earnings per share for the year ended December 31, 2009 has been
 revised primarily, to correctly record the impact of the convertible Series
 A preferred shares on the denominator for only the period they were        
 outstanding during the year. Diluted earnings per share for the year ended 
 December 31, 2009 has been revised by an immaterial amount from $1.58 per  
 share (as previously reported) to $1.75 per share.                         

Summary of Key Highlights:
 



--  Achieved vessel utilization of 99.7% and 98.7%, respectively, for the
    quarter and year ended December 31, 2010; 
    
--  Accepted delivery of 13 newbuilding vessels in 2010, two of which were
    delivered during the fourth quarter (the COSCO Thailand and the Brotonne
    Bridge), bringing our fleet to a total of 55 vessels at December 31,
    2010; 
    
--  Paid a third quarter dividend of $0.125 per common share on November 12,
    2010, reflecting a 25% increase over the dividend paid for the first
    quarter of 2010; Paid a fourth quarter dividend of $0.125 per common
    share on February 11, 2011, increasing cumulative dividends paid since
    our IPO in August 2005 to $6.965 per common share; Board of directors
    adopts a progressive dividend policy and expects to increase dividend by
    50 percent to $0.75 per share in 2011 on an annualized basis; and 
    
--  Completed public offering of 10,000,000 9.5% Series C preferred shares
    on January 28, 2011 share, for net proceeds of $241 million. 

Financing Transactions: 

On October 21, 2010, the Company entered into a 12-year sale and leaseback financing for up to $150 million for one of its 13100 TEU vessels ordered from Hyundai Heavy Industries Co., Ltd. Under the terms of the transaction, subject to certain closing conditions, the vessel will be sold by the Company upon delivery to an affiliate of Credit Agricole Corporate and Investment Bank and will charter the vessel to a newly formed, wholly owned subsidiary of Seaspan Corporation. The Company will charter the vessel from its subsidiary and continue to time charter the vessel to COSCO Container Lines Co., Ltd. in accordance with the terms of the original 12-year time charter. The subsidiary's financial indebtedness under the charter is non-recourse to Seaspan Corporation. 

On October 21, 2010, a subsidiary of Seaspan Corporation amended its $400 million UK tax lease facility with an affiliate of Lloyds Banking Group. Under the original terms of the lease, all of the obligations of the Company's subsidiary under the lease were guaranteed by Seaspan Corporation. Under the terms of the amended lease facility, Seaspan Corporation's guarantee of scheduled rental and termination amounts, based on current tax and other assumptions, are limited to a significantly reduced fixed amount of the subsidiary's obligations. The lease facility will continue to provide the financing for five 4500 TEU vessels, each of which has commenced or is to commence a 12-year time charter with Kawasaki Kisen Kaisha Ltd. upon delivery. 

Gerry Wang, Chief Executive Officer and recently appointed Co-Chairman of Seaspan, commented, "During 2010, Seaspan grew both its fleet and contracted revenue stream by taking delivery of 13 vessels that commenced fixed rate time charters with leading liner companies. We also continued to achieve strong utilization for our fleet and significantly increased net earnings and cash flow. We look forward to the delivery of 12 additional vessels currently under construction, which we anticipate receiving through March 2012, and which will increase our contracted fleet to 69 vessels.

Mr. Wang added, "During 2010, Seaspan made significant progress in enhancing its financial strength and flexibility. Complementing the Company's success during 2010 in securing funding for its built-in fleet growth, we completed a $250 million offering of our Series C preferred shares in January 2011. This successful and unique offering is an important step in positioning Seaspan to fund growth beyond our contracted fleet. In pursuing future growth, we will remain disciplined and seek opportunities that further strengthen our position as a leading independent charter owner of containerships. Our participation in a newly formed containership investment venture established by The Carlyle Group and others, and particularly our right of first refusal on containership opportunities of the venture, is an example of a growth opportunity that we believe will strengthen our competitive position." 

Dividend Policy:

Seaspan's board of directors has adopted a progressive dividend policy aimed at increasing dividends in a manner that preserves its long-term financial strength and its ability to continue to expand its fleet. Mr. Wang added, "For 2011, we anticipate that we will be able to increase our annualized dividend by approximately 50 percent to $0.75 per share, starting with a $0.1875 per share dividend for the first quarter of 2011. We have distributed $6.965 per common share in cumulative dividends since our initial public offering in August 2005 and we are pleased to once again be in a position to increase our quarterly dividends for the second time in less than a year." 

Subsequent events: 

Subsequent to the end of the fourth quarter, we accepted delivery of the Brevik Bridge and the Bilbao Bridge on January 25 and 28, 2011, respectively, bringing our fleet to 57 vessels.

On January 28, 2011, we completed a public offering of 10,000,000 of our Series C preferred shares at a price of $25 per share, for net proceeds of $241 million. Dividends will be payable on the Series C preferred shares at an initial rate of 9.5% per annum of the stated liquidation preference of $25 per share. We will use the net proceeds from this offering for general corporate purposes, which may include making vessel acquisitions or investments. 

We recently entered into an agreement with The Carlyle Group ("Carlyle") and other parties to form a containership investment venture. This arrangement is described below and in our Report on Form 6-K describing this transaction, dated March 14, 2011.

Update on Recent Developments:

Investment in Containership-Focused Investment Venture and New Employment Agreement with Co-Chairman and CEO Gerry Wang

Seaspan, Carlyle, Tiger Group Investments Ltd., and an affiliate of Dennis R. Washington have entered into an agreement to form an investment venture (the "New Venture") to capitalize on current growth opportunities in the containership market. The New Venture will work to invest up to $900 million equity capital in containership assets, primarily newbuilding vessels strategic to the Greater China Area. Seaspan has agreed to make a minority investment in the New Venture of up to $100 million during the investment period, which is anticipated to be up to five years. Gerry Wang will serve in a senior leadership role subject to his fiduciary duties to Seaspan.

Seaspan will have a right of first refusal on containership investment opportunities available to the New Venture and a right of first offer for any containership the New Venture proposes to sell. Mr. Wang commented, "We believe the increased buying power and scale achievable through this venture, combined with Seaspan's right of first refusal, will provide a valuable means by which we can selectively and cost effectively grow our fleet and better serve our customers. In addition, we believe that the combined scale of our business and this venture will allow us to realize volume discounts for newbuilding orders, negotiate design improvements from shipyards and obtain more attractive vessel financing than we would otherwise be able to achieve on our own."

In connection with Seaspan's investment in the New Venture, the Company has entered into a new employment agreement with Gerry Wang. Mr. Wang will continue to serve as Seaspan's Chief Executive Officer through January 1, 2013, after which date he is expected to continue in a strategic leadership role as Co-Chairman. Mr. Wang has agreed to continue to provide transaction services to Seaspan following the term of his employment.

On the recommendation of Seaspan's conflicts committee, the members of the board of directors without an interest in the transactions unanimously approved the Company's investment in the New Venture and the related transactions, including the right of first refusal, and Mr. Wang's new employment agreement and his post-employment transaction services agreement. Bank of America Merrill Lynch acted as advisor to Seaspan and the conflicts committee.

Letter of Intent for Newbuilding Order

The Company also announced today that it is re-entering the newbuilding market for the first time since 2007. Seaspan has signed a letter of intent with a leading Chinese shipyard for a significant order of New Panamax 10000 TEU vessels. The Company expects that any order resulting from this letter of intent will be made available to the New Venture and that any vessels ordered thereunder will be subject to Seaspan's right of first refusal. Consistent with its strategy, Seaspan expects to enter into long-term time charters with leading liner companies concurrently with reaching a definitive purchase agreement.

Potential Non-Recourse Loan Facility Transaction; Potential Acquisition of Seaspan Management Services Limited and Change in Management Fees 

Discussions relating to these developments are ongoing and remain in-progress. Please read the applicable sections of "Summary-Recent Developments-Potential Transactions" in the Company's Prospectus Supplement dated January 21, 2011 for additional details about these potential transactions.

Results for the Quarter and Year ended December 31, 2010: 

The following tables summarize vessel utilization and the impact of off-hire time on our revenues for the quarter and year ended December 31, 2010:
 



                  First Quarter       Second Quarter       Third Quarter    
               ------------------ --------------------- ------------------- 
                   2010      2009      2010        2009      2010      2009 
               -------- --------- --------- ----------- --------- --------- 
                                                                            
Vessel                                                                      
 Utilization:                                                               
Ownership Days    3,908     3,150     4,390       3,445     4,871     3,632 
Less Off-hire                                                               
 Days:                                                                      
  Scheduled 5-                                                              
   Year Survey      (20)        -       (42)          -       (52)      (14)
  Unscheduled                                                               
   Off-hire         (91)       (1)       (4)         (4)      (10)       (6)
               -------- --------- --------- ----------- --------- --------- 
                                                                            
Operating Days    3,797     3,149     4,344       3,441     4,809     3,612 
               -------- --------- --------- ----------- --------- --------- 
               -------- --------- --------- ----------- --------- --------- 
                                                                            
Vessel                                                                      
 Utilization       97.2%     99.9%     99.0%       99.9%     98.7%     99.4%
               -------- --------- --------- ----------- --------- --------- 
               -------- --------- --------- ----------- --------- --------- 
                                                                            
                                                                            
                             Fourth Quarter             Year to Date        
                        ------------------------  ------------------------  
                               2010         2009         2010         2009  
                        -----------  -----------  -----------  -----------  
                                                                            
Vessel Utilization:                                                         
Ownership Days                5,015        3,814       18,184       14,041  
Less Off-hire Days:                                                         
  Scheduled 5-Year                                                          
   Survey                        (5)         (11)        (119)         (25) 
  Unscheduled Off-hire           (9)          (2)        (114)         (13) 
                        -----------  -----------  -----------  -----------  
                                                                            
Operating Days                5,001        3,801       17,951       14,003  
                        -----------  -----------  -----------  -----------  
                        -----------  -----------  -----------  -----------  
                                                                            
Vessel Utilization             99.7%        99.7%        98.7%        99.7% 
                        -----------  -----------  -----------  -----------  
                        -----------  -----------  -----------  -----------  



               First Quarter         Second Quarter        Third Quarter    
           --------------------- --------------------- -------------------- 
                 2010       2009       2010       2009      2010       2009 
           ---------- ---------- ---------- ---------- --------- ---------- 
                                                            Revenue (in     
                                                            thousands)      
Revenue -                                                                   
 Impact of                                                                  
 Off-Hire:                                                                  
                                                                            
100%                                                                        
 Utilization $ 82,378   $ 63,147   $ 98,360   $ 69,904 $ 112,473   $ 74,581 
                                                                            
Less Off-                                                                   
 hire:                                                                      
  Scheduled                                                                 
   5-Year                                                                   
   Survey        (347)         -       (738)         -      (914)      (427)
  Unscheduled                                                               
   Off-                                                                     
   hire(5)     (1,662)       (20)       (77)       (73)     (208)       (97)
           ---------- ---------- ---------- ---------- --------- ---------- 
                                                                            
Actual                                                                      
 Revenue                                                                    
 Earned      $ 80,369   $ 63,127   $ 97,545   $ 69,831 $ 111,351   $ 74,057 
           ---------- ---------- ---------- ---------- --------- ---------- 
           ---------- ---------- ---------- ---------- --------- ---------- 
                                                                            
                                                                            
                                   Fourth Quarter         Year to Date      
                               --------------------- ---------------------- 
                                     2010       2009       2010        2009 
                               ---------- ---------- ---------- ----------- 
                                                                            
Revenue - Impact of Off-Hire:                                               
                                                                            
100% Utilization                $ 118,186   $ 78,929  $ 411,397   $ 286,561 
Less Off-hire:                                                              
  Scheduled 5-Year Survey             (85)      (315)    (2,084)       (742)
  Unscheduled Off-hire(5)            (155)       (35)    (2,102)       (225)
                               ---------- ---------- ---------- ----------- 
                                                                            
Actual Revenue Earned           $ 117,946   $ 78,579  $ 407,211   $ 285,594 
                               ---------- ---------- ---------- ----------- 
                               ---------- ---------- ---------- ----------- 
                                                                            
(5) Includes charterer deductions that are not related to off-hire.

We accepted delivery of seven vessels during the year ended December 31, 2009. We began 2010 with 42 vessels in operation and during the year ended December 31, 2010 accepted delivery of 13 vessels bringing our fleet to a total of 55 vessels in operation as at December 31, 2010. Operating days are the primary driver of revenue, while ownership days are the primary driver for ship operating costs.
 



                 Quarter Ended                      Year Ended              
                  December 31,       Increase     December 31,     Increase 
              ---------------- -------------- ---------------- ------------ 
                 2010     2009    Days      %    2010     2009   Days     % 
              ------- -------- ------- ------ ------- -------- ------ ----- 
Operating days  5,001    3,801   1,200   31.6% 17,951   14,003  3,948  28.2%
Ownership days  5,015    3,814   1,201   31.5% 18,184   14,041  4,143  29.5%
                                                                            
                                                                            
Financial Summary (in    Quarter Ended December                             
 millions)                        31,                      Change           
                       ------------------------- -------------------------  
                           2010         2009           $            %       
                       ------------ ------------ ------------ ------------  
                                                                            
Revenue                     $ 117.9       $ 78.6       $ 39.4         50.1% 
Ship operating expense         29.8         22.4          7.4         33.0% 
Depreciation                   28.4         19.0          9.3         49.0% 
                                                                            
General and                                                                 
 administrative                                                             
 expenses                       2.7          1.9          0.8         42.8% 
Interest expense                8.5          5.4          3.1         58.2% 
Change in fair value of                                                     
 financial instruments                                                      
 (gain)/loss                  (95.5)       (46.5)        49.0        105.3% 
Other expenses                    -            -            -          0.0% 
                                                                            
                                                                            
Financial Summary (in                                                       
millions)               Year Ended December 31,            Change           
                       ------------------------- ---------------------------
                           2010         2009           $            %       
                       ------------ ------------ ------------ --------------
                                                                            
Revenue                     $ 407.2      $ 285.6      $ 121.6         42.6% 
Ship operating expense        108.1         80.2         27.9         34.8% 
Depreciation                   99.7         70.0         29.7         42.4% 
                                                                            
General and                                                                 
 administrative                                                             
 expenses                       9.6          8.0          1.6         20.6% 
Interest expense               28.8         21.2          7.6         35.9% 
Change in fair value of                                                     
 financial                                                                  
instruments (gain)/loss       241.0        (46.5)      (287.5)      (618.9%)
Other expenses                    -          1.1         (1.1)      (100.0%)

Revenue

The increase in revenue is due to an increase in operating days and the dollar impact thereof for the quarter and year ended December 31, 2010 were due to the following:
 



                       Quarter Ended                  Year Ended            
                      December 31, 2010             December 31, 2010       
                 ----------------------------- ---------------------------- 
                                                                            
                      Operating      $ impact       Operating  $ impact (in 
                     Days impact (in millions)     Days impact    millions) 
                 --------------- ------------- --------------- ------------ 
                                                                            
2010 vessel                                                                 
 deliveries                1,151        $ 37.8           2,854       $ 92.5 
Full period                                                                 
 contribution for                                                           
 2009 vessel                                                                
 deliveries                   50           1.5           1,289         32.3 
Scheduled off-                                                              
 hire                          6           0.2             (94)        (1.3)
Unscheduled off-                                                            
 hire                         (7)         (0.1)           (101)        (1.9)
                 --------------- ------------- --------------- ------------ 
Total                      1,200        $ 39.4           3,948      $ 121.6 
                 --------------- ------------- --------------- ------------ 
                 --------------- ------------- --------------- ------------ 

Vessel utilization was 99.7% and 98.7%, respectively, for the quarter and year ended December 31, 2010, compared to 99.7% for both the comparable periods in the prior year. 

This decrease in vessel utilization for the year ended December 31, 2010 was primarily due to the 90 days of unscheduled off-hire resulting from the grounding of the CSCL Hamburg (currently the CSAV Licanten) in the Gulf of Aqaba on December 31, 2009. CSCL Hamburg's next dry-docking was originally scheduled for 2013; however we combined the repairs of the CSCL Hamburg with the scheduled dry-docking, which defers the vessel's next scheduled dry-docking to 2015. This dry-docking resulted in 12 days of scheduled off-hire. The CSCL Hamburg returned to service in April 2010. During 2010 we also completed the dry-dockings for the CSCL Vancouver, CSCL Sydney, CSCL New York, CSCL Melbourne, New Delhi Express, CSCL Brisbane and Dubai Express. These dry-dockings resulted in a total of 119 days of scheduled off-hire. Our vessel utilization since our initial public offering in August 2005 is 99.1%.

Ship Operating Expense 

The increase in ship operating expenses is mainly due to the increase in ownership days, and the dollar impact thereof, for the quarter and year ended December 31, 2010 were due to the following: 
 



                          Quarter Ended                 Year Ended          
                        December 31, 2010            December 31, 2010      
                 ----------------------------- ---------------------------- 
                                                                  $ impact  
                  Ownership Days      $ impact Ownership Days           (in 
                          impact (in millions)          impact    millions) 
                 --------------- ------------- --------------- ------------ 
                                                                            
2010 vessel                                                                 
 deliveries                1,151         $ 7.2           2,854       $ 17.8 
Full period                                                                 
 contribution for                                                           
 2009 vessel                                                                
 deliveries                   50           0.3           1,289          7.3 
Changes in                                                                  
 extraordinary(6)                                                           
 costs & expenses                                                           
 not covered by                                                             
 the fixed fee                 -          (0.1)              -          2.8 
                 --------------- ------------- --------------- ------------ 
Total                      1,201         $ 7.4           4,143       $ 27.9 
                 --------------- ------------- --------------- ------------ 
                 --------------- ------------- --------------- ------------ 

(6) Extraordinary costs and expenses are defined in our management agreements and do not relate to extraordinary items as defined by financial reporting standards.

Depreciation

The increases in depreciation expense for the quarter and year ended December 31, 2010 were due to the additional ownership days from the 13 deliveries in 2010 and a full period for the seven deliveries in 2009.

General and Administrative Expenses

The increases in general and administrative expenses for the quarter and year ended December 31, 2010 were primarily due to the increases in non-cash share based compensation resulting from higher share prices at the awards' grant dates and increased costs to support growth.

Interest Expense

Interest expense is composed of interest at the variable rate plus margin incurred on debt for operating vessels and a reclassification of amounts from accumulated other comprehensive income related to previously designated hedging relationships. The increases in interest expense for the quarter and year ended December 31, 2010, were primarily due to higher average operating debt balances compared to the comparable periods. The average LIBOR for the quarter ended December 31, 2010 was 0.4% compared to 0.2% for the comparable period in the prior year. The average LIBOR for the year ended December 31, 2010 was 0.4%, which is consistent with the comparable period in the prior year. Although we have entered into fixed interest rate swaps, the difference between the variable interest rate and the swapped fixed rate on operating debt is recorded in our change in fair value of financial instruments caption as required by financial reporting standards. The interest incurred on our long-term debt for our vessels under construction is capitalized to the respective vessels under construction.

Change in Fair Value of Financial Instruments

The change in fair value of financial instruments resulted in a gain of $95.5 million for the quarter ended December 31, 2010, compared to a gain of $46.5 million for the comparable quarter last year. The change in fair value of financial instruments resulted in a loss of $241.0 million for the year ended December 31, 2010, compared to a gain of $46.5 million for the comparable period last year. The change in fair value gain for the quarter and loss for the year ended December 31, 2010 was primarily due to fluctuations in the forward LIBOR curve and actual cash interest payments made.

Dividend Declared:

For the quarter ended December 31, 2010, we declared a quarterly dividend of $0.125 per common share, representing a total distribution of $8.6 million. The dividend was paid on February 11, 2011 to all shareholders of record as of January 28, 2011. Because we adopted a dividend reinvestment plan, or DRIP, the actual amount of cash dividend paid was $6.3 million based on shareholder participation in the DRIP.

Since our initial public offering in August 2005, we have declared cumulative dividends of $6.965 per common share. Cumulatively, since we adopted the DRIP in May 2008, an additional 2.2 million shares have been issued through shareholder participation in the DRIP. Since the plan's adoption, based on a discount of 3%, participating shareholders have invested $23.0 million in the DRIP.

About Seaspan

Seaspan is a leading independent charter owner of containerships, which it charters primarily pursuant to long-term fixed-rate time charters to major container liner companies. Seaspan's contracted fleet of 69 containerships consists of 57 containerships in operation and 12 containerships scheduled for delivery through March 2012. Seaspan's operating fleet of 57 vessels has an average age of approximately five years and an average remaining charter period of approximately seven years. All of the 12 vessels to be delivered to Seaspan are already committed to fixed-rate time charters of 12 years in duration from delivery. Seaspan's customer base consists of eight of the world's largest liner companies, including A.P. Moller-Maersk A/S, China Shipping Container Lines (Asia) Co., Ltd., Compania Sud Americana de Vapores S.A., COSCO Container Lines Co., Ltd., Hapag-Lloyd USA, LLC, Kawasaki Kisen Kaisha Ltd., Mitsui O.S.K. Lines, Ltd., and United Arab Shipping Company (S.A.G.).

Seaspan's common shares are listed on the New York Stock Exchange under the symbol "SSW".

Seaspan's Series C preferred shares are listed on the New York Stock Exchange under the symbol "SSW PR C".

Conference Call and Webcast

Seaspan will host a conference call and webcast presentation for investors and analysts to discuss its results for the quarter and year ended December 31, 2010 and our participation in the New Venture investment and related transactions on Monday March 14, 2011 at 5:30 a.m. PT / 8:30 a.m. ET. Participants should call 1-877-246-9875 (US/Canada) or 1-707-287-9353 (International) and request the Seaspan call. A telephonic replay will be available for anyone unable to participate in the live call. To access the replay, call 1-800-642-1687 or 1-706-645-9291 and enter the replay passcode: 48905530. The recording will be available from March 14, 2011 at 8:30 a.m. PT / 11:30 a.m. ET through to 8:59 p.m. PT / 11:59 p.m. ET on March 28, 2011. The conference call will also be broadcast live over the Internet and will include a slide presentation. To access the live webcast and slide presentation, go to www.seaspancorp.com and click on "News & Events" then "Events & Presentations" for the link. The webcast and slides will be archived on the site for one year.
 



                            SEASPAN CORPORATION                             
                    UNAUDITED CONSOLIDATED BALANCE SHEET                    
                          AS OF DECEMBER 31, 2010                           
                        (IN THOUSANDS OF US DOLLARS)                        
                                                                            
                                                                            
                                      December 31, 2010   December 31, 2009 
                                      ----------------- ------------------- 
Assets                                                                      
Current assets:                                                             
 Cash and cash equivalents             $         34,219    $        133,400 
 Accounts receivable                              1,017                 164 
 Prepaid expenses                                11,528              12,489 
                                      -----------------   ----------------- 
                                                 46,764             146,053 
                                                                            
Vessels                                       3,191,734           2,088,689 
Vessels under construction                    1,019,138           1,396,661 
Deferred charges                                 37,607              21,667 
Other assets                                     81,985              11,377 
                                      -----------------   ----------------- 
                                       $      4,377,228    $      3,664,447 
                                      -----------------   ----------------- 
                                      -----------------   ----------------- 
                                                                            
Liabilities and Shareholders' Equity                                        
Current liabilities:                                                        
 Accounts payable and accrued                                               
  liabilities                          $         28,394    $         20,905 
 Deferred revenue                                10,696               9,787 
 Current portion of other long-term                                         
  liabilities                                    31,281                   - 
                                      -----------------   ----------------- 
                                                 70,371              30,692 
                                                                            
Long-term debt                                2,396,771           1,883,146 
Other long-term liabilities                     512,531             410,598 
Fair value of financial instruments             407,819             280,445 
                                      -----------------   ----------------- 
                                              3,387,492           2,604,881 
                                                                            
Share capital                                       691                 679 
Additional paid-in capital                    1,526,822           1,489,936 
Deficit                                        (469,616)           (349,802)
Accumulated other comprehensive loss            (68,161)            (81,247)
                                      -----------------   ----------------- 
Total shareholders' equity                      989,736           1,059,566 
                                                                            
                                       $      4,377,228    $      3,664,447 
                                      -----------------   ----------------- 
                                      -----------------   ----------------- 
                                                                            
                             SEASPAN CORPORATION                            
         UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS AND DEFICIT        
          FOR THE QUARTER AND YEAR ENDED DECEMBER 31, 2010 AND 2009         
            (IN THOUSANDS OF US DOLLARS, EXCEPT PER SHARE AMOUNTS)          
                                                                            
                       Quarter        Quarter                               
                         ended          ended     Year ended     Year ended 
                  December 31,   December 31,   December 31,   December 31, 
                          2010           2009           2010           2009 
                 -------------  -------------  -------------  ------------- 
                                                                            
                                                                            
Revenue          $     117,946  $      78,579  $     407,211  $     285,594 
                                                                            
Operating                                                                   
 expenses:                                                                  
 Ship operating         29,829         22,432        108,098         80,162 
 Depreciation           28,351         19,027         99,653         69,996 
 General and                                                                
  administrative         2,727          1,910          9,612          7,968 
                 -------------  -------------  -------------  ------------- 
                        60,907         43,369        217,363        158,126 
                 -------------  -------------  -------------  ------------- 
                                                                            
Operating                                                                   
 earnings               57,039         35,210        189,848        127,468 
                                                                            
Other expenses                                                              
 (earnings):                                                                
 Interest expense        8,529          5,392         28,801         21,194 
 Interest income           (19)           (41)           (60)          (311)
 Undrawn credit                                                             
  facility fees          1,443          1,129          4,515          4,641 
 Amortization of                                                            
  deferred                                                                  
  charges                1,010            566          3,306          2,042 
 Change in fair                                                             
  value of                                                                  
  financial                                                                 
  instruments          (95,514)       (46,526)       241,033        (46,450)
 Other expenses              -              -              -          1,100 
                 -------------  -------------  -------------  ------------- 
                       (84,551)       (39,480)       277,595        (17,784)
                 -------------  -------------  -------------  ------------- 
                                                                            
Net earnings                                                                
 (loss)          $     141,590  $      74,690  $     (87,747) $     145,252 
                                                                            
Deficit,                                                                    
 beginning of                                                               
 period          $    (602,055) $    (417,736) $    (349,802) $    (443,081)
Dividends on                                                                
 common shares   $      (8,553) $      (6,756) $     (30,658) $     (51,973)
Dividends on                                                                
 Series B                                                                   
 preferred                                                                  
 shares          $        (598) $           -  $      (1,409) $           - 
                 -------------  -------------  -------------  ------------- 
Deficit, end of                                                             
 period          $    (469,616) $    (349,802) $    (469,616) $    (349,802)
                 -------------  -------------  -------------  ------------- 
                 -------------  -------------  -------------  ------------- 
                                                                            
Weighted average                                                            
 number of                                                                  
 shares, basic          68,479         67,641         68,195         67,340 
Weighted average                                                            
 number of                                                                  
 shares, diluted        87,866         95,570         89,353         83,166 
Earnings (loss)                                                             
 per share, basic$        1.96  $        1.01  $       (1.70) $        1.94 
                 -------------  -------------  -------------  ------------- 
                 -------------  -------------  -------------  ------------- 
Earnings (loss)                                                             
 per share,                                                                 
 diluted(4)      $        1.60  $        0.78  $       (1.70) $        1.75 
                 -------------  -------------  -------------  ------------- 
                 -------------  -------------  -------------  ------------- 
                                                                            
(4) Diluted earnings per share for the year ended December 31, 2009 has been
revised primarily, to correctly record the impact of the convertible Series 
A preferred shares on the denominator for only the period they were         
outstanding during the year. Diluted earnings per share for the year ended  
December 31, 2009 has been revised by an immaterial amount from $1.58 per   
share (as previously reported) to $1.75 per share.                          


                             SEASPAN CORPORATION                            
          UNAUDITED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME         
          FOR THE QUARTER AND YEAR ENDED DECEMBER 31, 2010 AND 2009         
                        (IN THOUSANDS OF US DOLLARS)                        


                         Quarter       Quarter                              
                           ended         ended     Year ended     Year ended
                        December      December   December 31,   December 31,
                        31, 2010      31, 2009           2010           2009
                    ------------  ------------  -------------  -------------
                                                                            
Net earnings (loss) $    141,590  $     74,690  $     (87,747) $     145,252
                                                                            
Other comprehensive                                                         
 income:                                                                    
 Amounts                                                                    
  reclassified to                                                           
  earnings during                                                           
  the period               3,443         3,177         13,086         12,169
                    ------------  ------------  -------------  -------------
                                                                            
Comprehensive income                                                        
 (loss)             $    145,033  $     77,867  $     (74,661) $     157,421
                    ------------  ------------  -------------  -------------
                    ------------  ------------  -------------  -------------
                                                                            
                                                                            
                            SEASPAN CORPORATION                             
              UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS               
         FOR THE QUARTER AND YEAR ENDED DECEMBER 31, 2010 AND 2009          
                        (IN THOUSANDS OF US DOLLARS)                        
                                                                            
                       Quarter        Quarter                               
                         ended          ended     Year ended     Year ended 
                  December 31,   December 31,   December 31,   December 31, 
                          2010           2009           2010           2009 
                 -------------  -------------  -------------  ------------- 
Cash provided by                                                            
 (used in):                                                                 
Operating                                                                   
 activities:                                                                
 Net earnings                                                               
  (loss)         $     141,590  $      74,690  $     (87,747) $     145,252 
 Items not                                                                  
  involving cash:                                                           
  Depreciation          28,351         19,027         99,653         69,996 
  Share-based                                                               
   compensation            690            601          2,670          2,184 
  Amortization of                                                           
   deferred                                                                 
   charges               1,010            566          3,306          2,042 
  Amounts                                                                   
   reclassified                                                             
   from other                                                               
   comprehensive                                                            
   loss                  3,353          3,138         12,797         12,068 
  Unrealized                                                                
   change in fair                                                           
   value of                                                                 
   financial                                                                
   instruments        (125,088)       (71,656)       127,374       (134,324)
Change in assets                                                            
 and liabilities         6,008          3,430         (4,466)        (2,642)
                 -------------  -------------  -------------  ------------- 
Cash provided by                                                            
 operating                                                                  
 activities             55,914         29,796        153,587         94,576 
                 -------------  -------------  -------------  ------------- 
                                                                            
Financing                                                                   
 activities:                                                                
  Preferred                                                                 
   shares issued,                                                           
   net of                                                                   
   share issue                                                              
   costs                    16         19,657         25,896        198,442 
  Draws on credit                                                           
   facilities           26,325         58,846        513,625        161,988 
  Other long-term                                                           
   liabilities               -              -         21,250              - 
  Financing fees        (4,042)          (158)        (7,356)        (3,530)
  Dividends on                                                              
   common                                                                   
   shares(7)            (6,328)        (5,153)       (22,958)       (44,841)
  Dividends on                                                              
   Series B                                                                 
   preferred                                                                
   shares                 (328)             -           (777)             - 
                 -------------  -------------  -------------  ------------- 
Cash provided by                                                            
 financing                                                                  
 activities             15,643         73,192        529,680        312,059 
                 -------------  -------------  -------------  ------------- 
                                                                            
Investing                                                                   
 activities:                                                                
  Expenditures                                                              
   for vessels        (123,569)       (73,585)      (715,640)      (408,557)
  Restricted cash      (60,000)             -        (65,000)             - 
  Intangible                                                                
   assets                 (478)           (32)        (1,808)          (963)
                 -------------  -------------  -------------  ------------- 
Cash used in                                                                
 investing                                                                  
 activities           (184,047)       (73,617)      (782,448)      (409,520)
                 -------------  -------------  -------------  ------------- 
                                                                            
Increase                                                                    
 (decrease) in                                                              
 cash and                                                                   
 cash equivalents     (112,490)        29,371        (99,181)        (2,885)
                                                                            
Cash and cash                                                               
 equivalents,                                                               
 beginning of                                                               
 period                146,709        104,029        133,400        136,285 
                 -------------  -------------  -------------  ------------- 
Cash and cash                                                               
 equivalents, end                                                           
 of period       $      34,219  $     133,400  $      34,219  $     133,400 
                 -------------  -------------  -------------  ------------- 
                                                                            
(7) During the quarter and year ended December 31, 2010, non-cash dividends 
of $2.2 million and $7.7 million, respectively, were paid through the       
dividend reinvestment plan. Including the dividend paid in February 2011,   
shareholders have invested a total of $23.0 million in the dividend         
reinvestment plan since its adoption in May 2008.                           
                                                                            
                             SEASPAN CORPORATION                            
                RECONCILIATION OF NON-GAAP FINANCIAL MEASURES               
          FOR THE QUARTER AND YEAR ENDED DECEMBER 31, 2010 AND 2009         
                        (IN THOUSANDS OF US DOLLARS)                        

Description of Non-GAAP Financial Measures

A. Cash Available for Distribution to Common Shareholders

Cash available for distribution to common shareholders is defined as net earnings adjusted for depreciation, amortization of deferred charges, non-cash share-based compensation, amounts paid for dry-docking, change in fair value of financial instruments, interest expense(8), interest expense at the hedged rate(10), cash dividends paid on preferred shares and certain other items that the Company believes affect the comparability of its operating results. Cash available for distribution to common shareholders is a non-GAAP measure used to assist in evaluating Seaspan's ability to make quarterly cash dividends before reserves. Cash available for distribution to common shareholders is not defined by GAAP and should not be considered as an alternative to net earnings or any other indicator of Seaspan's performance required to be reported by GAAP.
 



                       Quarter        Quarter                               
                         ended          ended     Year ended     Year ended 
                  December 31,   December 31,   December 31,   December 31, 
                          2010           2009           2010           2009 
                 -------------  -------------  -------------  ------------- 
                                                                            
Net earnings                                                                
 (loss)          $     141,590  $      74,690  $     (87,747) $     145,252 
Add:                                                                        
 Depreciation           28,351         19,027         99,653         69,996 
 Interest                                                                   
  expense(8)             8,529          5,392         28,801         21,194 
 Amortization of                                                            
  deferred                                                                  
  charges                1,010            566          3,306          2,042 
 Share-based                                                                
  compensation             690            601          2,670          2,184 
 Change in fair                                                             
  value of                                                                  
  financial                                                                 
  instruments          (95,514)       (46,526)       241,033        (46,450)
 Other expenses              -              -              -          1,100 
Less:                                                                       
 Amounts paid for                                                           
  dry-dock              (1,560)        (1,334)        (6,454)        (3,914)
 Series B                                                                   
  preferred share                                                           
  dividends                                                                 
  paid(9)                 (328)             -           (777)             - 
                 -------------  -------------  -------------  ------------- 
Net cash flows                                                              
 before cash                                                                
 interest                                                                   
 payments               82,768         52,416        280,485        191,404 
Less:                                                                       
 Interest expense                                                           
  at the                                                                    
  hedged rate(10)      (27,651)       (12,494)       (87,096)       (41,467)
                 -------------  -------------  -------------  ------------- 
Cash available                                                              
 for                                                                        
 distribution to                                                            
 common                                                                     
 shareholders    $      55,117  $      39,922  $     193,389  $     149,937 
                 -------------  -------------  -------------  ------------- 
                 -------------  -------------  -------------  ------------- 

Seaspan has changed the definition of cash available for distribution to common shareholders for comparative figures to reflect adjustments to the definition in the current year. The following items are now excluded as adjustments: non-cash undrawn credit facility fees and non-cash interest income. In addition, cash interest paid at the hedged rate is replaced with interest expense at the hedged rate(10). This change resulted in decreases of approximately 5% and 3%, respectively, in cash available for distribution to common shareholders for the quarter and year ended December 31, 2009.
 



(8) Interest expense as reported on the consolidated statement of         
operations.                                                               
                                                                          
(9) Dividends paid in cash on the Series B preferred shares have been     
deducted as they reduce cash available for distribution to common         
shareholders.                                                             
                                                                          
(10) Interest expense at the hedged rate is calculated as the interest    
incurred on operating debt at the fixed rate on the related interest rate 
swaps plus the applicable margin on the related credit facilities, on an  
accrual basis.                                                            
 
                             SEASPAN CORPORATION                            
                RECONCILIATION OF NON-GAAP FINANCIAL MEASURES               
          FOR THE QUARTER AND YEAR ENDED DECEMBER 31, 2010 AND 2009         
           (IN THOUSANDS OF US DOLLARS, EXCEPT PER SHARE AMOUNTS)           

Description of Non-GAAP Financial Measures

B. Normalized Net Earnings and Normalized Earnings per Share

Normalized net earnings is defined as net earnings adjusted for items such as the change in fair value of financial instruments, interest expense(8), interest expense at the hedged rate(10) and certain other items Seaspan believes affect the comparability of operating results. With these adjustments, normalized net earnings reflects interest expense on our operating debt at the fixed rate on our interest rate swaps plus the applicable margin on the related credit facilities. Normalized net earnings is useful because it excludes the change in fair value of financial instruments that affect the comparability of our operating results and includes interest at the hedged rate, which includes the effect of the interest rate swaps on our operating debt.

Normalized net earnings is not defined by GAAP and should not be considered as an alternative to net earnings or any other indicator of Seaspan's performance required to be reported by GAAP.

Normalized earnings per share, converted, is calculated as normalized net earnings, less dividends on Series B preferred shares, divided by the "converted" number of shares outstanding for the period. The Series A preferred shares automatically convert to Class A common shares at a price of $15.00 per share at any time on or after January 31, 2014 if the trailing 30-day average trading price of the common shares is equal to or above $15.00. If the share price is less than $15.00, we can choose to not convert the preferred shares and to increase the annual increase in the liquidation preference to 15% per annum from 12%. The "converted" number of shares includes: basic weighted average number of shares, share-based compensation, and the impact of the Series A preferred shares converted at $15.00 per share. This method is reflective of our ability to control the conversion if the share price is less than $15.00 and the per share impact of the preferred shares conversion at $15.00.

Normalized earnings per share, basic can be computed as normalized net earnings attributable to common shareholders divided by the weighted average number of shares used to compute reported earnings per share, basic.

Normalized earnings per share, diluted can be computed as the lower of: (1) normalized net earnings less dividends on Series B preferred shares divided by the weighted average number of shares used to compute reported earnings per share, diluted and (2) normalized earnings per share, basic.

Normalized earnings per share, converted, diluted, and basic are not defined by GAAP and should not be considered as an alternative to earnings per share or any other indicator of Seaspan's performance required to be reported by GAAP.
 



                            SEASPAN CORPORATION                             
               RECONCILIATION OF NON-GAAP FINANCIAL MEASURES                
         FOR THE QUARTER AND YEAR ENDED DECEMBER 31, 2010 AND 2009          
           (IN THOUSANDS OF US DOLLARS, EXCEPT PER SHARE AMOUNTS)           
                                                                            
Description of Non-GAAP Financial Measures                                  
                                                                            
B. Normalized Net Earnings and Normalized Earnings per Share (continued)    
                                                                            
                 Quarter ended  Quarter ended     Year ended     Year ended 
                  December 31,   December 31,   December 31,   December 31, 
                          2010           2009           2010           2009 
                -------------- --------------  -------------  ------------- 
                                                                            
Net earnings                                                                
 (loss)         $      141,590 $       74,690  $     (87,747) $     145,252 
Adjust:                                                                     
 Change in fair                                                             
  value of                                                                  
  financial                                                                 
  instruments          (95,514)       (46,526)       241,033        (46,450)
 Interest                                                                   
  expense(8)             8,529          5,392         28,801         21,194 
 Interest                                                                   
  expense at the                                                            
  hedged                                                                    
  rate(10)             (27,651)       (12,494)       (87,096)       (41,467)
                -------------- --------------  -------------  ------------- 
Normalized net                                                              
 earnings       $       26,954  $      21,062  $      94,991  $      78,529 
                -------------- --------------  -------------  ------------- 
Less: preferred                                                             
 share dividends                                                            
 Series A                7,087          6,264         26,918         14,464 
 Series B                  598              -          1,409              - 
                -------------- --------------  -------------  ------------- 
                         7,685          6,264         28,327         14,464 
                -------------- --------------  -------------  ------------- 
Normalized net                                                              
 earnings                                                                   
 attributable to                                                            
 common                                                                     
 shareholders   $       19,269 $       14,798  $      66,664  $      64,065 
                -------------- --------------  -------------  ------------- 
                -------------- --------------  -------------  ------------- 
Weighted average                                                            
 number of                                                                  
 shares                                                                     
 used to compute                                                            
 earnings (loss)                                                            
 per share:                                                                 
Reported, basic         68,479         67,641         68,195         67,340 
 Share-based                                                                
  compensation             202             50            117             23 
 Series A                                                                   
  preferred                                                                 
  shares                                                                    
  liquidation                                                               
  preference                                                                
  converted at                                                              
  $15                   15,856         13,880         15,174          8,707 
                -------------- --------------  -------------  ------------- 
Normalized,                                                                 
 converted              84,537         81,571         83,486         76,070 
 Series A                                                                   
  preferred                                                                 
  shares 115%                                                               
  premium                                                                   
  (30-day                                                                   
   trailing                                                                 
   average)              3,329         13,999          5,867          7,096 
                -------------- --------------  -------------  ------------- 
Reported,                                                                   
 diluted(11)            87,866         95,570         89,353         83,166 
                -------------- --------------  -------------  ------------- 
Earnings (loss)                                                             
 per share:                                                                 
  Reported,                                                                 
   basic        $         1.96 $         1.01  $       (1.70) $        1.94 
                -------------- --------------  -------------  ------------- 
                -------------- --------------  -------------  ------------- 
  Reported,                                                                 
   diluted(12)  $         1.60 $         0.78  $       (1.70) $        1.75 
                -------------- --------------  -------------  ------------- 
                -------------- --------------  -------------  ------------- 
  Normalized,                                                               
   converted-                                                               
   preferred                                                                
   shares                                                                   
   converted at                                                             
   $15          $         0.31  $        0.26  $        1.12  $        1.03 
                -------------- --------------  -------------  ------------- 
                -------------- --------------  -------------  ------------- 
                                                                            
(11) If the effect of Series A preferred shares is anti-dilutive, their   
effect is excluded from the computation of reported diluted earnings      
(loss) per share.                                                         
                                                                          
(12) Diluted earnings per share for the year ended December 31, 2009 has  
been revised primarily, to correctly record the impact of the convertible 
Series A preferred shares on the denominator for only the period they were
outstanding during the year. Diluted earnings per share for the year ended
December 31, 2009 has been revised by an immaterial amount from $1.58 per 
share (as previously reported) to $1.75 per share.                        
                                                                            
                             SEASPAN CORPORATION                            
                RECONCILIATION OF NON-GAAP FINANCIAL MEASURES               
          FOR THE QUARTER AND YEAR ENDED DECEMBER 31, 2010 AND 2009         
           (IN THOUSANDS OF US DOLLARS, EXCEPT PER SHARE AMOUNTS)           

Description of Non-GAAP Financial Measures

C. Adjusted EBITDA

Adjusted EBITDA is defined as net earnings (loss) before interest expense(8) and other debt-related expenses, interest income, income tax expense, depreciation and amortization expense, change in fair value of financial instruments, and certain non-cash charges and selected items that are generally unusual or non-recurring.

Adjusted EBITDA provides useful information to investors in assessing our results of operations. We believe that this measure is useful in assessing performance and highlighting trends on an overall basis. We also believe that this measure can be useful in comparing our results with those of other companies. The GAAP measure most directly measure can be useful in comparing our results with those of other companies. The GAAP measure most directly comparable to Adjusted EBITDA is net earnings. Adjusted EBITDA is not defined by GAAP and should not be considered as an alternative to net earnings (loss) or any other indicator of Seaspan's performance required to be reported by GAAP.
 



                                                                            
                 Quarter ended  Quarter ended     Year ended     Year ended 
                  December 31,   December 31,   December 31,   December 31, 
                          2010           2009           2010           2009 
                -------------- -------------- -------------- -------------- 
                                                                            
Net earnings                                                                
 (loss)         $      141,590 $       74,690 $      (87,747)$      145,252 
Add:                                                                        
 Interest                                                                   
  expense(8)             8,529          5,392         28,801         21,194 
 Interest income           (19)           (41)           (60)          (311)
 Undrawn credit                                                             
  facility fees          1,443          1,129          4,515          4,641 
 Depreciation           28,351         19,027         99,653         69,996 
 Amortization of                                                            
  deferred                                                                  
  charges                1,010            566          3,306          2,042 
 Change in fair                                                             
  value of                                                                  
  financial                                                                 
  instruments          (95,514)       (46,526)       241,033        (46,450)
 Other expenses              -              -              -          1,100 
                -------------- -------------- -------------- -------------- 
Adjusted EBITDA $       85,390 $       54,237 $      289,501 $      197,464 
                -------------- -------------- -------------- -------------- 

STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This release contains certain forward-looking statements (as such term is defined in Section 21E of the Securities Exchange Act of 1934, as amended), which reflect management's current views with respect to certain future events and performance, including, in particular, statements regarding: future operating results; expansion of our business; our arrangement with and investment in the New Venture and its effects on our growth, business and customers; our recently revised dividend policy and its effect on future dividends; our letter of intent to acquire additional newbuilding vessels; vessel deliveries; and our future capital requirements. Although these statements are based upon assumptions we believe to be reasonable, they are subject to risks and uncertainties. These risks and uncertainties include, but are not limited to: the availability to Seaspan and the New Venture of containership acquisition opportunities; the availability and cost to Seaspan and the New Venture of financing to pursue growth opportunities; chartering rates; conditions in the containership market; increased operating expenses; the number of off- hire days; dry-docking requirements; our ability to borrow funds under our credit facilities and to obtain additional financing in the future; our expectations relating to dividend payments and our ability to make such payments; the time that it may take to construct new ships; our continued ability to enter into primarily long-term, fixed-rate time charters with customers; negotiation and completion, if at all, of definitive agreements relating to the vessel acquisition letter of intent; our ability to leverage to our advantage Seaspan Management Services Limited's relationships and reputation in the containership industry; changes in governmental rules and regulations or actions taken by regulatory authorities; the financial condition of our shipyards, charterers, lenders, refund guarantors and other counterparties and their ability to perform their obligations under their agreements with us; the potential for early termination of long-term contracts and our potential inability to renew or replace long-term contracts; conditions in the public equity markets; and other factors detailed from time to time in our periodic reports and our filings with the Securities and Exchange Commission, including our Report on Form 20-F for the year ended December 31, 2009. We expressly disclaim any obligation to update or revise any of these forward-looking statements, whether because of future events, new information, a change in our views or expectations, or otherwise.

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