Aker Philadelphia Shipyard ASA

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1 Aker Philadelphia Shipyard ASA Parent company financial statements as of 31 October 2007 and the period from inception to 31 October 2007

2 Aker Philadelphia Shipyard ASA Profit and 1055 account Actual Inception - Note Oct 31, o 3 o Allocation of net profit: Net prafi Other equity 4

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3 Parent Company Accounts Aker Philadelphia Shipyard ASA Balance sheet as of 31 October Note Oct 31, 2007 ASSETS Cash and cash equivalents 185 EQUITY AND L1ABILITIES Share capital Share premium reserve ~~ìç ~~igilm:.:smltau ll!:g~"ëiiff!.l'if~~~..tx \~~Æ'~f''i.'' 185 ~!lityim.~1)~sl:f~~~~~~\.~j'.êg1 Oslo, 26 November Board of Directors of Aker Philadelphia Shipyard ASA Karl Erik Kjelstad Chairman ørjan Svanevik Director Gabriella T. Bastiani Director Dave Meehan Chief Executive Officer

4 Parent Company Accounts Aker Philadelphia Shipyard ASA Cash flow statement Actual Inception - Oct 31, 2007 o ~l~l1~ffjmêfp"~r;iõäd~ti~tl~tá!j_t~., ". -, Ï\~~~t.',; '-"~ 'RI"i:')~"-fAi- ;""...'. "~~r.t",ìi-- -,(t,;l. -., '- ' ". - ~' " t_ ~ -. Cash and cash equivalents at inception O. 'i,,.. v.al, têt)è;$5

NOTE 1: BASIS FOR PREPARATION Aker Philadelphia Shipyard ASA (Company) was formed on 16 October 2007 in connection with an internal reorganization of its ultimate parent, Aker American Shipping ASA

5 NOTE 1: BASIS FOR PREPARATION Aker Philadelphia Shipyard ASA (Company) was formed on 16 October 2007 in connection with an internal reorganization of its ultimate parent, Aker American Shipping ASA domiciled in Norway. On 26 November 2007, the Company became the owner of Aker Philadelphia Shipyard, Inc., an owner and operator of a shipyard in Philadelphia, Pennsylvania, USA. As of the date of the financial statements, the Company has had no operating activities and no The Company's immediate parent is Aker American Shipping, Inc. domiciled in Philadelphia, Pennsylvania, USA, which owns all of the outstanding shares. Aker American Shipping, Inc. is 100 percent owned by Aker American Shipping ASA. The accounts of Aker Philadelphia Shipyard ASA are presented in conformity with Norwegian legislation and generally accepted accounting principles in Norway. The Company's functional and reporting currency is the U.S. Dollar (USD). These accounts have been approved for issue from the Board of Directors and shareholder on 26 November Subsidiaries/associated companies Subsidiaries and associated companies are presented on a historical cost basis in the parent companyaccounts. The investment is valuated to historical cost for the shares unless impairment write downs have been deemed necessary. The shares are written down to fair value if the impairment is not of temporary nature and is necessitated by accepted accounting Dividends and other payments are taken to income in the year they are accrued in the subsidiary. If dividends exceed retained earnings after the purchase, the excess represents repayment of invested capital and the payments are deducted from the invested value in the Company's balance sheet. Classification and valuation of balance sheet items Current assets and short term liabilities include items that have less than one year to maturity, and other items that are deemed operational working capita!. Other items are c1assified as long term assets/long term debt. Current assets are valued at the lower of historical cost and fair value. Current Iiabilities are valued at its nominal historical value at the time the Iiability arises. Non current assets are valued at historical cost, but are written down to fair value if impairment is deemed to be of a permanent nature. Non current Iiabilities are valued at nominal historical Tax Tax cost in the income statement comprises both current payable taxes and the change in deferred tax. Payable tax is calculated on the basis of the profi for the period in Norwegian Kroner (NOK). Deferred tax is calculated using 28 percent income tax rate utilizing the difference that exist between book values and tax values and the net operating losses that can be carried forward at the balance sheet day. Tax increasing and tax reducing temporary differences that are reversing or can reverse in the same period are offset against each other. Net tax assets are shown in the balance sheet to the extent it is probable that these assets can be utilized. To the extent a group contribution is not shown in the income statement, the tax effect is taken directly against the investment item in the balance sheet. Cash f10w statement The cash f10w statement is shown using the indirect method. Cash and cash equivalents comprises cash, bank deposits and other short term liquid placements. Use of estimates Preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the income statement, the reported amounts of assets and liabilities and also the disclosure of contingent assets and Iiabilities on the balance sheet date. Contingent losses that are probable and quantifiable are expensed when they are identified.

Note 2: Operating expenses and guarantees The company has no employees, and has had no transaetions with related parties through 31 Oetober 2007.

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6 Note 2: Operating expenses and guarantees The company has no employees, and has had no transaetions with related parties through 31 Oetober Note 3: Tax The table below shows the differenee between book and tax values as of 31 Oetober 2007, and the amounts of deferred taxes at these dates and the ehange in deferred taxes. Ineeption - Oct 31,2007 Operating loss earried forward ffdtalfåiff1rêne. /,:t~;jc-~.,~~~~"~-ii~~;i: Net!defßrte~Ai:xasse,: Estimated result for tax purposes: Ineeption - Oet 31, ~"~ 'd-ltlhef5ì~~w"th~n'r=k" á,. x~ T!J"\lt ri\r~~=~~_~\l,r'''_~~ ú(bs. " O ~~!J. ue o(e~ axes' lil _ei, ~,\aceoun\.':", ":t.~~~!~~li./~.,.t.,'~1;; ; ~ft,,~ ;'~r'f1 f "'~if',,.,", ':"~,',,'r Change in temporary differences 8ay,al5l. 18'$ 'ti,m. Taxes: Ineeption - Oet 31, 2007 Current payable tax eharged to the income statement Change in deferred tax ~1lt~~~l-~~

Note 4: Total equity Changes in equity are: Share Total Share Other Total Equity at Inception O O Amounts in USO thousands capital premium pai d in capital equity equity Contributed cash 185 185 O

7 Note 4: Total equity Changes in equity are: Share Total Share Other Total Equity at Inception O O Amounts in USO thousands capital premium pai d in capital equity equity Contributed cash O 185 leig1~ttptf3il!1si li;.~~~m~~~~lii~~~,.m-lli~ß,5r~~l~~ Upon formation on 16 October 2007, Aker American Shipping, Inc. contributed cash of NOK 1 million in exchange for 100,000 shares of the company. Each share has a par value of NOK 10 (US D 1.85 at an exchange rate of NOK/USD 5.4:1) per share. The company is part of the consolidated accounts of Aker American Shipping ASA and Aker ASA, Fjordalleen 16, 0115 Oslo. Note 5: Cash and cash equivalents There is no restricted cash. Note 6: Events after the balance sheet date On 26 November 2007, Aker American Shipping, Inc. contributed its ownership in Aker Philadelphia Shipyard, Inc. to the Company as a contribution in kind. The contribution in kind will be recorded at the historical cost basis of Aker American Shipping, Inc. due to the common ownership interests.

l- KPMG AS P.O. Box 7000 Majorstuen Sørkedalsveien 6 N-0306 Oslo Telephone Fax Internet Enterprise +47 04063 +4722609601 ww.kpmg.

balance sheet of Aker Philadelphia Shipyard ASA (Company), as of 31 October 2007, and the related statements of income, cash flows, changes in equity, and the accompanying not es for the period from

These financial statements are the responsibility of the Company' s Board of Directors and Managing Director.

8 l- KPMG AS P.O. Box 7000 Majorstuen Sørkedalsveien 6 N-0306 Oslo Telephone Fax Internet Enterprise ww.kpmg.no MVA To the Shareholder's Meeting of Aker Philadelphia Shipyard ASA AUDITOR'S SPECIAL PUPOSE REPORT Respective Responsibilties of Directors and Auditors We have audited the accompanying balance sheet of Aker Philadelphia Shipyard ASA (Company), as of 31 October 2007, and the related statements of income, cash flows, changes in equity, and the accompanying not es for the period from 16 October 2007 (Inception) to 31 October The rules of the Norwegian accounting act and good accounting practice in Norway have been applied to prepare the financial statements. These financial statements are the responsibility of the Company' s Board of Directors and Managing Director. Our responsibility is to express an opinion on these financial statements according to the requirements of the Norwegian Act on Auditing and Auditors. Basis of Opinion We conducted our audit in accordance with the Norwegian Act on Auditing and Auditors and auditing standards and practices generally accepted in Norway effective for the audits of annual financial statements. We express our opinion in accordance with the Norwegian Auditing Standard RS 800, "The Auditor's Report on Special Purpose Audit Engagements". Those auditing standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence support ing the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimat es made by management, as well as evaluating the overall financial statement presentation. To the extent required by law and good auditing practice an audit also comprises a review of the management of the Company's financial affairs and its accounting and intemal control systems. We believe that our audit provides a reasonable basis for our opinion. Opinion In our opinion, the accounts are prepared in accordance with the law and regulations and give a true and fair view of the financial position of the Aker Philadelphia Shipyard ASA as of 31 October 2007 and the results of its operations, its cash flows and changes in equity for the period from Inception to 31 October 2007, in accordance with the rules of the Norwegian accounting act. Oslo, 26 November 2007 KP G AS sø~uga State Authorised Public Accountant-Norway Offices in: Oslo Bodø Alta Arendal KPMG AS is a member firm of tl1e KPMG network of independent member Bergen firms affiliated with KPMG International, a $wiss cooperative Elverum Finnsnes Statsautoriserte revisorer - medlemmer av Den norske Revisorforening Hamar Haugesund Kristiansand larvik Lillehammer Mo i Rana Molde Narvik Røros Sandefjord Sandnessjøen Stavanger Stord Tromsø Trondheim Tønsberg ÀlesLJnd

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