OVERSEAS SHIPHOLDING GROUP INC - FORM 8-K - EX-99.1 - EXHIBIT 99.1

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Exhibit 99.1

UNITED STATES BANKRUPTCY COURT

DISTRICT OF DELAWARE

In Re:	Chapter 11
OVERSEAS SHIPHOLDING GROUP, INC., et al.¹	Case Number: 12-20000 (PJW)
Debtors	Jointly Administered
	Hon. Peter J. Walsh

Monthly Operating Report

For the Period June 1, 2014 through June 30, 2014

Required Documents	Form No.	Documents Complete	Explanation Attached	Debtors’ Statement
Schedule of Operating Cash Flow	MOR-1	X
Schedule of Disbursements by Legal Entity	MOR-1a	X
Schedule of Professional Fees and Expenses Paid	MOR-1b	X
Banks Account Reconciliations, Bank Statements and Cash Disbursements Journal				X
Statement of Operations	MOR-2	X
Balance Sheets	MOR-3	X
Status of Post-Petition Taxes				X
Summary of Unpaid Post-Petition Accounts Payable	MOR-4	X
Trade Accounts Receivable and Aging	MOR-5	X
Debtor Questionnaire	MOR-6	X

I declare under penalty of perjury (28 U.S.C. Section 1746) that the information contained in this monthly operating report (including attached schedules) is true and correct to the best of my knowledge, information and belief.

/s/ Ian T. Blackley		August 15, 2014
Ian T. Blackley		Date
Senior Vice President, Chief Financial Officer and Treasurer
Overseas Shipholding Group, Inc.

Notes:

Refer to Appendix A for a full listing of the Debtors.

The information contained herein is provided to fulfill the requirements of the Office of the United States Trustee. All information contained herein is unaudited and subject to future adjustment. Overseas Shipholding Group, Inc. (the “Company”) maintains its books and records on a business unit reporting level and those units do not in all cases correspond to legal entities. Certain assumptions have been made as noted herein. In addition, the Company maintains certain liabilities on its balance sheet (such as administrative payroll, benefits, professional fees and tax related liabilities) that may relate to one or more of the Company’s subsidiaries and no conclusion as to the legal obligation is made by the presentation herein. Nothing contained in this Monthly Operating Report shall constitute a waiver of any of the Debtors’ rights or an admission with respect to their chapter 11 Proceedings (as defined herein), including, but not limited to, matters involving objections to claims, substantive consolidation, equitable subordination, defenses, characterization or re-characterization of contracts, assumption or rejection of contracts under the provisions of chapter 3 of Title 11 of the United States Code (the “Bankruptcy Code”) and/or causes of action under the provisions of chapter 5 of the Bankruptcy Code or any other relevant applicable laws to recover assets or avoid transfers. The statements contained herein (including estimates) other than historical data and information constitute forward-looking statements. These statements involve risks, assumptions and uncertainties that could cause the Debtors’ actual results to differ materially from those stated or implied by such forward-looking statements. The Company undertakes no obligation to update any of the forward-looking statements after the date of this Monthly Operating Report.

Monthly Operating Report

June 1, 2014 through June 30, 2014

Page 1 of 174

UNITED STATES BANKRUPTCY COURT

DISTRICT OF DELAWARE

In Re:	Chapter 11
OVERSEAS SHIPHOLDING GROUP, INC., et al.	Case Number: 12-20000 (PJW)
Debtors	Jointly Administered
	Hon. Peter J. Walsh

General Notes

Introduction – On November 14, 2012, Overseas Shipholding Group, Inc. and its affiliated Debtors in the above referenced chapter 11 cases, filed voluntary petitions for relief under chapter 11 of the Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware. The Debtors are operating their business and managing their property as debtors-in-possession pursuant to the Bankruptcy Code. The Company prepared this Monthly Operating Report relying primarily upon the information set forth in its books and records. Consequently, certain transactions that are not identified in the normal course of business in its books and records may not be included in this Monthly Operating Report. Nonetheless, in preparing this Monthly Operating Report, the Company made reasonable efforts to supplement the information set forth in its books and records with additional information concerning transactions that may not have been identified therein. The notes that are contained in this Monthly Operating Report (the "MOR") have been provided to assist the reader in understanding the information presented. No conclusion as to the completeness of the notes that are included in this MOR, the importance or significance of such notes, or the importance or significance of information that could have been included in such notes, but is not, is made by the inclusion of the notes contained in this MOR. Unless otherwise noted, all amounts are in thousands.

Unaudited Condensed Consolidated Financial Statements – The unaudited condensed consolidated financial statements and supplemental information contained herein are unaudited, preliminary, and may not comply with generally accepted accounting principles in the United States of America (“U.S. GAAP”) in all material respects.

Accounting Standards Codification (“ASC”) Topic 852, “Reorganizations” (“ASC Topic 852”), which is applicable to companies in chapter 11, generally does not change the manner in which financial statements are prepared. It does require, however, that the financial statements for periods subsequent to the filing of the chapter 11 petition distinguish transactions and events that are directly associated with the reorganization from the ongoing operations of the business. Overseas Shipholding Group, Inc.’s (the “Company”) unaudited condensed consolidated financial statements contained herein have been prepared in accordance with the guidance in ASC Topic 852 and have not been prepared in accordance with U.S. GAAP or any other recognized financial reporting framework. The unaudited condensed consolidated financial statements have been derived from the books and records of the Company. This information, however, has not been subject to procedures that would typically be applied to financial information presented in accordance with U.S. GAAP, and upon application of such procedures, the Company believes that the financial information could be subject to changes, and these changes could be material. The information furnished in this report includes primarily normal recurring adjustments, but does not include all of the adjustments that would typically be made in accordance with U.S. GAAP.

Monthly Operating Report

June 1, 2014 through June 30, 2014

Page 2 of 174

UNITED STATES BANKRUPTCY COURT

DISTRICT OF DELAWARE

In Re:	Chapter 11
OVERSEAS SHIPHOLDING GROUP, INC., et al.	Case Number: 12-20000 (PJW)
Debtors	Jointly Administered
	Hon. Peter J. Walsh

General Notes (Continued)

The results of operations contained herein are not necessarily indicative of results which may be expected from any other period or for the full year and may not necessarily reflect the consolidated results of operations, financial position, and cash flows of the Company in the future. The financial statements do not reflect the Company’s potential termination cost of the OSG Ship Management (UK) Ltd. single employer pension plan or multi-employer pension plans should the plans be terminated on a full buy-out basis. The single employer plan termination liability is estimated to be approximately $32.6 million based on current interest rates, and the current estimated underfunding of the plan is estimated to be approximately $11.2 million as of December 31, 2013. The multi-employer pension plans approximate a solvency deficit estimated to be approximately $14.9 million as of March 31, 2011.

On February 11, 2013, the Internal Revenue Service (the “IRS”) filed a proof of claim, claim number 82, in the Overseas Shipholding Group, Inc. (“OSG”) bankruptcy case (Case 12-20000-PJW) in the aggregate liquidated amount of $463,013,177.63 that the Company believes was in respect of the tax effects of the cumulative potential deemed dividends, including interest to the Petition Date, asserting priority treatment under Bankruptcy Code section 507(a)(8). On January 21, 2014, the IRS filed with the Bankruptcy Court-appointed claims agent claim number 1658, an amended proof of claim (the “Second Amended Proof of Claim”), a priority claim against OSG for corporate income tax and interest for the years 2004, 2005, 2009, 2010 and 2011, in the amount of $255,760,439.22. The Second Amended Proof of Claim amends claim 1654, in the amount of $264,277,962.29 filed by the IRS on December 19, 2013 (the “Amended Proof of Claim”), which amended claim number 82, in the amount of $463,013,177.63. More information regarding the Amended Proof of Claim is available in the Company’s Current Report on Form 8-K dated December 19, 2013.

Intercompany Balances – Receivables and payables between the Debtors and between Debtors and non-debtor subsidiaries are eliminated in the unaudited condensed consolidated financial statements. However, receivables and payables between Debtors and between Debtors and non-debtor subsidiaries are reflected as separate line items in the Company’s unaudited condensed consolidating balance sheets attached hereto in Appendix C. No conclusion as to the legal obligation related to the intercompany transactions resulting in these balances is made by the presentation herein. Annual allocations of certain expenses that occur between OSG International, Inc., Overseas Shipholding Group, Inc. and OSG Ship Management, Inc. under an Amended and Restated Personnel and Facilities Cost Sharing Agreement, dated January 1, 2005, for the year ended December 31, 2013 were reflected in December 2013.

Monthly Operating Report

June 1, 2014 through June 30, 2014

Page 3 of 174

UNITED STATES BANKRUPTCY COURT

DISTRICT OF DELAWARE

In Re:	Chapter 11
OVERSEAS SHIPHOLDING GROUP, INC., et al.	Case Number: 12-20000 (PJW)
Debtors	Jointly Administered
	Hon. Peter J. Walsh

General Notes (Continued)

Liabilities Subject to Compromise – As a result of the chapter 11 filings, the payment of prepetition indebtedness is subject to compromise or other treatment under a plan of reorganization. The Company cannot provide assurance relating to the value of the claims that will ultimately be allowed by the Bankruptcy Court. ASC Topic 852 requires prepetition liabilities that are subject to compromise to be reported at the amounts expected to be allowed, even if they may be settled for lesser amounts.

The amounts currently classified as liabilities subject to compromise are preliminary and may be subject to future adjustments depending on Court actions, further developments with respect to disputed claims or other events.

Net Book Value of Assets – It would be an inefficient use of estate assets for the Debtors to obtain current market valuations of all of their assets. Accordingly, unless otherwise indicated, the values for assets contained in this Monthly Operating Report are net book values as of the end of the month. The net book values of the Company’s assets as of June 30, 2014 reflect impairment charges taken on goodwill and intangible assets and fifteen of the Company’s vessels in conjunction with held-for-use impairment testing performed by the Company during the preparation of its consolidated financial statements for the period ended December 31, 2013 under U.S. GAAP. The net book values as of the end of the month are subject to future adjustment for possible impairment based on conditions that existed as of the end of the reporting period. Consequently, amounts ultimately realized from a potential disposition of the Debtors’ assets may materially vary from the stated net book value. Unless otherwise noted, this Monthly Operating Report reflects the carrying value of the assets as currently recorded on the Debtors’ books and records as of the end of the reporting period and are not based upon any estimate of their current market value. The Debtors reserve their right to amend or adjust the value of each asset or liability set forth herein.

Costs Associated with Exit or Disposal Activities – On January 13, 2014, the Company announced that certain subsidiaries of OSG that own or charter-in 33 vessels (which was subsequently increased to 48 vessels) in OSG’s International Flag fleet (“Core International Flag Fleet”) intend to outsource certain management services, including, but not limited to, the technical management, certain aspects of commercial management and crew management of the Core International Flag Fleet to V. Ships UK Limited. OSG expects to incur approximately $34,000 in total expenses related to the transition to the outsourcing arrangement. Of this estimated $34,000 amount, approximately $21,000 is expected to be related to employee transition and termination benefits and similar transition and termination costs, and is being accrued over the remaining service periods commencing in February 2014. Approximately $13,000 is expected to be related to set-up, wind-down and transitions costs. The estimates contained herein are subject to uncertainty. The financial statements contained in this Monthly Operating Report therefore do not reflect all of these costs.

Monthly Operating Report

June 1, 2014 through June 30, 2014

Page 4 of 174

UNITED STATES BANKRUPTCY COURT

DISTRICT OF DELAWARE

In Re:	Chapter 11
OVERSEAS SHIPHOLDING GROUP, INC., et al.	Case Number: 12-20000 (PJW)
Debtors	Jointly Administered
	Hon. Peter J. Walsh

General Notes (Continued)

Plan of Reorganization – As previously reported, on February 12, 2014, the Debtors and certain of the lenders (the “Consenting Lenders”) under the Company’s $1.5 billion credit agreement, dated as of February 9, 2006, entered into a plan support agreement (as amended, the “Plan Support Agreement”), and on February 28, 2014, the Debtors and the Consenting Lenders entered into an Equity Commitment Agreement (the “Lender ECA”). On March 7, 2014, the Debtors filed a plan of reorganization supported by the Consenting Lenders with the Bankruptcy Court (the “Lender Plan”). The Debtors retained the ability to terminate the Plan Support Agreement upon a determination by the Debtors that an alternative plan of reorganization was more favorable to the Debtors’ creditors and interest holders than the Lender Plan, upon which the Lender ECA terminates automatically pursuant to the April 4, 2014 order of the Bankruptcy Court authorizing the Debtors to enter into the Lender ECA.

On April 18, 2014, the Debtors received a proposal for an alternative plan of reorganization from certain holders of existing equity interests of the Company (each such holder of equity, a “Commitment Party”). Following discussion and analysis, the Debtors determined that the proposal received on April 18, 2014 (as described below, the “Equity Proposal”) to be more favorable to the Debtors’ creditors and interest holders than the Lender Plan. Accordingly, the Debtors terminated the Plan Support Agreement between the Debtors and the Consenting Lenders on May 2, 2014 and filed with the Bankruptcy Court a plan of reorganization that effectuates the terms of the Equity Proposal (the “Equity Plan”), together with a disclosure statement describing such Equity Proposal (the “Disclosure Statement”). In conjunction with the filing of the motion for approval of the Equity Plan and of the Exit Financing (as defined below), the Debtors exercised their right to terminate the Goldman Sachs Bank USA (“Goldman Sachs”) exit financing commitment to provide exit financing to support the Lender plan, because of the Debtors’ decision to support the Equity Plan.

On May 21, 2014, the Debtors filed with the Bankruptcy Court an amendment to the Equity Plan and Disclosure Statement (the “Amended Equity Plan” and “Amended Disclosure Statement”, respectively). The Amended Equity Plan reflects the resolution of disputes with three separate creditor constituents.

On May 20, 2014, the Debtors and court-appointed lead plaintiffs in the consolidated securities class action styled In re OSG Securities Litigation (“Lead Plaintiffs”), pending in the United States District Court for the Southern District of New York (the “District Court”), entered into a stipulation (the “Securities Class Stipulation”) providing for settlement and resolution of Lead Plaintiffs’ claims against the Debtors pursuant to the Amended Equity Plan. Pursuant to the Securities Class Stipulation, the Debtors have agreed to provide in the Amended Equity Plan for allowance of the Lead Plaintiffs’ claims,

Monthly Operating Report

June 1, 2014 through June 30, 2014

Page 5 of 174

UNITED STATES BANKRUPTCY COURT

DISTRICT OF DELAWARE

In Re:	Chapter 11
OVERSEAS SHIPHOLDING GROUP, INC., et al.	Case Number: 12-20000 (PJW)
Debtors	Jointly Administered
	Hon. Peter J. Walsh

General Notes (Continued)

on behalf of a class of persons who, between October 29, 2007 and October 19, 2012, purchased (i) 8.125% Senior Notes due 2018 issued or traceable to the $300 million public offering on or about March 24, 2010 or (ii) OSG common stock (together, the “Putative Class”). Such claims will be allowed, in full, final and complete settlement of any claims Lead Plaintiffs or members of the Putative Class have or could have asserted against the Debtors through the following distributions: (i) $7 million in cash, payable by the Debtors on the initial distribution date for the Amended Equity Plan; (ii) 15% of the Net Proceeds of the Debtors’ professional liability action against Proskauer Rose LLP and certain individual defendants (as defined in the Securities Class Stipulation, the “Professional Liability Action”); (iii) $5 million in cash, payable by Reorganized OSG (as defined in the Amended Equity Plan) upon resolution of the Professional Liability Action; (iv) $3 million in cash, payable by Reorganized OSG on the first anniversary of the effective date of the Amended Equity Plan; (v) proceeds of any of the Debtors’ residual interests in certain director and officer insurance policies; and (vi) any remaining cash in a $2 million reserve, after accounting for satisfaction or resolution of other subordinated claims (collectively, the “Settlement Consideration”). The Debtors will seek approval of the settlement, and certification of the Putative Class for settlement purposes, in connection with confirmation of the Amended Equity Plan. The Securities Class Stipulation will resolve only the Lead Plaintiffs’ and Putative Class members’ claims against the Debtors. The Lead Plaintiffs’ claims pending in the District Court against certain of the Debtors’ current and former officers, auditors and underwriters are unaffected. The Securities Class Stipulation provides for Lead Plaintiffs’ agreement to support and vote in favor of the Amended Equity Plan. Allocation and distribution to members of the Putative Class, as well as approval of legal fees and reimbursement of expenses to counsel for Lead Plaintiffs, will be resolved by the District Court, subject to approval by the Bankruptcy Court.

On April 23, 2014, the Debtors received notices from the lenders under their pre-petition secured loan facilities, the Export-Import Bank of China (“CEXIM”) and Danish Ship Finance (“DSF”), that CEXIM and DSF intended to object to the then current plan of reorganization on the basis, among other things, that it did not provide for payment of 2% contractual default interest as provided under their respective loan agreements. On May 21, 2014, the Debtors entered into stipulations (the “CEXIM and DSF Stipulations”) with CEXIM and DSF providing for settlement and resolution of all potential objections of CEXIM and DSF to the Amended Equity Plan. Pursuant to the CEXIM and DSF Stipulations, the Debtors have agreed to provide in the Amended Equity Plan for allowance of default interest on the principal amount outstanding under the CEXIM and DSF facilities at the rate of 1% per annum from the Petition Date. The Debtors will seek approval of the settlement in connection with the confirmation of the Amended Equity Plan. The CEXIM and DSF Stipulations provide for CEXIM and DSF’s agreement to support and vote in factor of the Amended Equity Plan.

Monthly Operating Report

June 1, 2014 through June 30, 2014

Page 6 of 174

UNITED STATES BANKRUPTCY COURT

DISTRICT OF DELAWARE

In Re:	Chapter 11
OVERSEAS SHIPHOLDING GROUP, INC., et al.	Case Number: 12-20000 (PJW)
Debtors	Jointly Administered
	Hon. Peter J. Walsh

General Notes (Continued)

On May 26, 2014 the Debtors filed with the Bankruptcy Court a further amendment to the Equity Plan and Disclosure Statement (the “Amended Equity Plan” and “Amended Disclosure Statement,” respectively).

On May 27, 2014, following the resolution by the Bankruptcy Court of certain objections raised by the official committee of equity security holders appointed by the United States Trustee, the Amended Disclosure Statement was approved in an order by the Bankruptcy Court (the “Disclosure Statement Order”). Pursuant to such approval, the Debtors will solicit acceptances of the Amended Equity Plan, and seek its confirmation by the Bankruptcy Court in accordance with the Disclosure Statement Order. Among other things, the Disclosure Statement Order:

· sets a record date of June 6, 2014 (the “Voting Record Date”) for voting on the Amended Equity Plan and for the distribution of subscription rights in the Rights Offering (as defined below under Equity Commitment Agreement);

· sets a deadline of 5:00 p.m. (Prevailing Eastern Time) on July 7, 2014 for the receipt by Kurtzman Carson Consultants LLC of ballots accepting or rejecting the Amended Equity Plan;

· sets a deadline of 5:00 p.m. (Prevailing Eastern Time) on July 7, 2014 for the exercise of subscription rights in the Rights Offering;

· sets a deadline of 4:00 p.m. (Prevailing Eastern Time) on July 11, 2014 for filing of any objections to the confirmation of the Amended Equity Plan; and

· schedules the hearing for the confirmation of the Amended Equity Plan for 9:30 a.m. (Prevailing Eastern Time) on July 18, 2014.

The Amended Equity Plan and Amended Disclosure Statement are available electronically, on the internet website of the claims agent Kurtzman Carson Consultants, LLC at http://www.kccllc.net/osg.

Registration Rights Agreement - On May 2, 2014, the Debtors entered into a registration rights agreement with each Commitment Party (the “Registration Rights Agreement”) setting forth, among other things, registration rights of each Commitment Party and, potentially, certain other holders of Class A shares and Class A warrants. Pursuant to the Registration Rights Agreement, subject to approval by the Bankruptcy Court, OSG will be required to register, on a registration statement to be filed with the Securities and Exchange Commission, the resale of certain Class A shares and Class A warrants for the benefit of the Commitment Parties and potentially certain other shareholders.

Monthly Operating Report

June 1, 2014 through June 30, 2014

Page 7 of 174

UNITED STATES BANKRUPTCY COURT

DISTRICT OF DELAWARE

In Re:	Chapter 11
OVERSEAS SHIPHOLDING GROUP, INC., et al.	Case Number: 12-20000 (PJW)
Debtors	Jointly Administered
	Hon. Peter J. Walsh

General Notes (Continued)

On May 26, 2014, the Debtors and each of the Commitment Parties entered into an amendment to the Registration Rights Agreement (the “Registration Rights Agreement Amendment”). The Registration Rights Agreement Amendment joined certain additional parties to the Registration Rights Agreement as Commitment Parties which have certain registration rights. The Registration Rights Agreement, as amended, was approved by the Bankruptcy Court on May 27, 2014 and is available electronically, on the internet website of the claims agent Kurtzman Carson Consultants, LLC at http://www.kccllc.net/osg.

Pursuant to the Disclosure Statement Order, the Debtors suspended trading of the Company’s common stock and beneficial interests therein in the over-the-counter market on June 3, 2014 at 5:00 p.m. (Prevailing Eastern Time) in order to ensure that all trades in those securities will be able to settle (on a T+3 basis) no later than the June 6, 2014 Voting Record Date. In addition, the subscription rights issued pursuant to the Rights Offering will not be transferrable, and any purported transfer will cause such subscription rights to become void.

Subsequent Events

The Bankruptcy Court confirmed the Amended Equity Plan by order entered on July 18, 2014 (the “Confirmation Order”). On August 5, 2014 (the “Effective Date”), the Equity Plan became effective and OSG emerged from bankruptcy.

Issuance of Shares and Warrants and Entry into Warrant Agreements

On the Effective Date, all previously issued and outstanding shares of the Company’s common stock were cancelled and retired, and ceased to exist, and the Company issued two series of common stock (the “Class A common stock” and the “Class B common stock”) and penny warrants to purchase Class A common stock and Class B common stock (respectively, “Class A warrants” and “Class B warrants” and together with the Class A common stock and Class B common stock, the “Securities”) for an aggregate offering amount of $1.510 billion. The Company issued 306,857,778 shares of Class A common stock and 213,715,419 Class A warrants pursuant to Rule 506(b) under the Securities Act of 1933, as amended. In addition, the Company issued 5,457,591 shares of Class B common stock and 2,469,013 Class B warrants pursuant to Section 1145 of the Bankruptcy Code. Pursuant to the Confirmation Order, the Class A common stock and Class B common stock are deemed to be part of the same class of securities under Section 12 of the Securities Exchange Act of 1934. The proceeds from the issuance of the Securities were used to satisfy certain of the Amended Equity Plan’s cash payment obligations and to provide working capital to fund the Company’s operations after emergence from bankruptcy. Each share of Class B common stock can be converted at any time into one share of Class A common stock, and each Class B warrant can be converted at any time into one Class A warrant. Following the distribution of the Net

Monthly Operating Report

June 1, 2014 through June 30, 2014

Page 8 of 174

UNITED STATES BANKRUPTCY COURT

DISTRICT OF DELAWARE

In Re:	Chapter 11
OVERSEAS SHIPHOLDING GROUP, INC., et al.	Case Number: 12-20000 (PJW)
Debtors	Jointly Administered
	Hon. Peter J. Walsh

General Notes (Continued)

Litigation Recovery (as defined in OSG’s Amended and Restated Certificate of Incorporation), all Class B common stock and Class B warrants will be automatically converted into Class A common stock and Class A warrants, respectively.

Each Class A warrant and Class B warrant (together, the “Warrants”) represents the right to purchase one share of Class A common stock and share of Class B common stock, respectively, subject in each case to the adjustments as provided pursuant to the terms thereof. The Warrants may be exercised at a price per share of Class A common stock or Class B common stock, as applicable, of $0.01, which shall be paid pursuant to a cashless exercise procedure. Warrants may be exercised at any time or from time to time on or before 5:00 p.m. New York City time, on August 5, 2039, and will expire thereafter. Except as otherwise provided in the Warrants, the holders of the Warrants will not have the rights or privileges of holders of the Company’s common stock, including any voting rights, until they exercise their Warrants. Warrants may only be exercised by holders who establish to OSG's reasonable satisfaction that they or the person designated to receive the shares is a U.S. person or to the extent shares deliverable upon exercise would not constitute Non-Complying Shares (as defined in OSG's Amended and Restated Certificate of Incorporation).

In connection with the issuance of the Warrants, on the Effective Date, the Company entered into two separate warrant agreements (one for the Class A warrants and one for the Class B warrants) (together, the “Warrant Agreements”), between the Company and Computershare Inc. and Computershare Trust Company, N.A., as warrant agent (the “Warrant Agent”). Under the Warrant Agreements, the Warrant Agent is appointed to act on the Company’s behalf in connection with the transfer, exchange, redemption, exercise and cancellation of the Warrants and is required to maintain a registry recording the names and addresses of all registered holders of the Warrants. The Warrant Agent will receive a fee in exchange for performing these duties under the Warrant Agreements and will be indemnified by the Company for liabilities not involving gross negligence or willful misconduct and arising out of it service as Warrant Agent.

In order to preserve the status of OSG as a Jones Act company, the percentage of each class of its common stock that may be owned by non-U.S. citizens is limited. In addition, the Company has established policies and procedures to ensure compliance with the Jones Act. On the Effective Date, the maximum percentage of shares of Class A common stock held by non-U.S. citizens allowable under such policies and procedures was reached and, as such, the Company is currently unable to issue any further shares of Class A common stock to non-U.S. citizens, approve transfers of Class A common stock to non-U.S. citizens or approve exercises by non-U.S. citizens of Class A warrants. With respect to shares of Class B common stock, the limit on non-U.S. ownership established by the Company’s policies and procedures has not been reached. At and during such time that such limit is reached with respect to shares of Class B common stock, the Company will be unable to issue any further shares of Class B common stock to non-U.S. citizens or approve transfers of Class B common stock to non-U.S. citizens.

Monthly Operating Report

June 1, 2014 through June 30, 2014

Page 9 of 174

UNITED STATES BANKRUPTCY COURT

DISTRICT OF DELAWARE

In Re:	Chapter 11
OVERSEAS SHIPHOLDING GROUP, INC., et al.	Case Number: 12-20000 (PJW)
Debtors	Jointly Administered
	Hon. Peter J. Walsh

General Notes (Continued)

Exit Financing and Entry into Credit Facilities

On the Effective Date, the Debtors entered into secured debt facilities with Jefferies Finance LLC, Barclays Bank PLC and UBS Securities LLC, as joint lead arrangers and joint book running managers, Wells Fargo Bank, National Association (solely in the case of (ii) below) as administrative agent, and the other lenders party thereto, to support the Amended Equity Plan, consisting of (i) an asset-based revolving loan facility of approximately $75 million (the “ABL Facility”) secured by a first lien on substantially all of the Debtors’ U.S. Flag assets and a second lien on certain other specified U.S. Flag assets, (ii) a term loan of approximately $603 million (the “Domestic Term Loan”) secured by a first lien on certain specified U.S. Flag assets and a second lien on substantially all of the other U.S. Flag assets of the Debtors and (iii) a term loan facility of approximately $628.4 million (the “International Term Loan”) and a revolving loan facility of approximately $50 million (the “International Revolver Facility” and, together with the ABL Facility, the Domestic Term Loan and the International Term Loan, the “Exit Financing Facilities”), both secured by a first lien on substantially all of the Debtors’ International Flag assets that, collectively, and together with the proceeds from the issuance of the Securities, provide the Debtors with the funding necessary to satisfy the Amended Equity Plan’s cash payment obligations, the expenses associated with closing the Exit Financing Facilities and working capital to fund their operations after emergence from bankruptcy. On August 5, 2014, the available amounts under each of the Domestic Term Loan and International Term Loan were drawn in full and proceeds therefrom were used to satisfy certain of the Equity Plan’s cash payment obligations and the expenses associated with closing the Exit Financing Facilities. As of August 5, 2014, no amounts were drawn under the ABL Facility or the International Revolver Facility.

Interest on the Exit Financing Facilities is calculated, at the Company’s option, based upon (i) an alternate base rate (“ABR”) plus the applicable margin or (ii) Adjusted LIBOR plus the applicable margin. ABR is defined as the highest of (i) the Base Rate ( i.e. , the prime rate published in The Wall Street Journal ), (ii) the Federal Funds Effective Rate plus 0.50%, (iii) the one-month Adjusted LIBOR Rate plus 1.00% and (iv) in the case of the Domestic Term Loan, the International Term Loan and the International Revolver Facility, 2.00% per annum. The U.S. Flag ABL applicable margin varies based upon undrawn availability under the commitment and is subject to certain pricing adjustments.

Monthly Operating Report

June 1, 2014 through June 30, 2014

Page 10 of 174

UNITED STATES BANKRUPTCY COURT

DISTRICT OF DELAWARE

In Re:	Chapter 11
OVERSEAS SHIPHOLDING GROUP, INC., et al.	Case Number: 12-20000 (PJW)
Debtors	Jointly Administered
	Hon. Peter J. Walsh

General Notes (Continued)

The applicable margins and floor interest rates for each Exit Financing Facility is as follows:

Flag	U.S. Flag								International Flag
Facility	ABL Facility		Domestic Term Loan						International Term Loan						International Revolver Facility
Rate	ABR	LIBOR	ABR			LIBOR			ABR			LIBOR			ABR			LIBOR
Floor	None	None		2.00	%		1.00	%		2.00	%		1.00	%		2.00	%		1.00	%
Applicable Margin	1.25% - 1.75%	2.25%-2.75%		3.25	%		4.25	%		3.75	%		4.75	%		3.50	%		4.50	%

The Domestic Term Loan and the International Term Loan amortize in equal quarterly installments in aggregate annual amounts equal to 1% of the original principal amount of the loans. Beginning with the annual period commencing January 1, 2015, the Domestic Term Loan and the International Term Loan are subject to additional mandatory annual prepayments in an aggregate principal amount of up to 50% of Excess Cash Flow if the Total Leverage Ratio (as such terms are defined in the respective loan agreements) is greater than or equal to 2.80:1.00 in the case of the Domestic Term Loan and 4.75:1.00 in the case of the International Term Loan.

The Domestic Term Loan and the International Term Loan mature on August 5, 2019 and the ABL Facility and the International Revolver Facility mature on February 5, 2019. The maturity dates for the Exit Financing Facilities are subject to acceleration in certain events (as defined in the respective loan agreements).

The International Revolver Facility has a covenant to maintain the aggregate Fair Market Value of the Collateral Vessels at greater than or equal to $500 million at the end of each fiscal quarter; none of the other Exit Financing Facilities have financial covenants. Each Exit Financing Facility contains certain restrictions relating to new borrowings, the movement of funds between the borrowers and the Registrant, as set forth in the respective loan agreements. Furthermore, drawdowns under the ABL borrowings are limited based upon the available borrowing base, as defined in the ABL loan agreement.

	Monthly Operating Report
	June 1, 2014 through June 30, 2014

Page 11 of 174

UNITED STATES BANKRUPTCY COURT

DISTRICT OF DELAWARE

In Re:	Chapter 11
OVERSEAS SHIPHOLDING GROUP, INC., et al.	Case Number: 12-20000 (PJW)
Debtors	Jointly Administered
	Hon. Peter J. Walsh

General Notes (Continued)

Election 1 and Election 2 Notes and Entry into Second and Third Supplemental Indentures

Pursuant to the Equity Plan, on the Effective Date, the Company issued two series of 7.50% Notes due 2021, one series in an aggregate principal amount of $6,508,000 (the “Election 1 Notes”) and the other series in an aggregate principal amount of $138,708,000 (the “Election 2 Notes” and, together with the Election 1 Notes, the “Election Notes”) to holders of the Company’s 7.50% Senior Notes due 2024 (the “2024 Notes”) that elected to receive Election 1 Notes or Election 2 Notes, as the case may be. The Election Notes will mature on February 15, 2021. The Election 1 Notes were issued pursuant to a Second Supplemental Indenture, dated August 5, 2014 (the “Second Supplemental Indenture”), between the Company and Wilmington Trust Company, as trustee (the “Trustee”), to the Indenture dated as of March 7, 2003, between the Company and the Trustee (the “Base Indenture”). The Election 2 Notes were issued pursuant to a Third Supplemental Indenture, dated August 5, 2014 (the “Third Supplemental Indenture”), between the Company and the Trustee, to the Base Indenture. Each electing holder received Election 1 Notes or Election 2 Notes, as applicable, in a principal amount equal to that of the 2024 Notes previously owned by such holder together with, in the case of the Election 1 Notes, a cash payment equal to 1% and, in the case of the Election 2 Notes, a cash payment equal to 3%, of the principal amount of 2024 Notes previously held by such holder. In addition, each electing holder received a cash payment equal to the amount of unpaid and overdue interest that would have been owed under the 2024 Notes held by such holder if the 2024 Notes were reinstated. Holders of 2024 Notes that did not elect to receive Election Notes had their 2024 Notes reinstated, in an aggregate principal amount of $784,000, and received a cash payment equal to the amount of unpaid and overdue interest.

	Monthly Operating Report
	June 1, 2014 through June 30, 2014

Page 12 of 174

UNITED STATES BANKRUPTCY COURT

DISTRICT OF DELAWARE

In Re:	Chapter 11
OVERSEAS SHIPHOLDING GROUP, INC., et al.	Case Number: 12-20000 (PJW)
Debtors	Jointly Administered
	Hon. Peter J. Walsh

General Notes (Continued)

The Election 1 Notes have substantially the same terms as the 2024 Notes, other than the maturity date. The Election 2 Notes have substantially the same terms as the 2024 Notes, other than the (i) the maturity date and (ii) definitions and provisions related to a holder’s right to require the Company to repurchase such holder’s Election 2 Notes upon the occurrence of certain changes in the ownership or control of OSG. Under the Third Supplemental indenture, such right is triggered only upon the occurrence of both, a Change of Control and a Rating Decline (each as defined in the Third Supplemental Indenture). Both the Election 1 Notes and the Election 2 Notes (i) will accrue interest at the rate of 7.50% per annum from August 5, 2014, payable on February 15 and August 15 of each year, beginning on February 15, 2015, to holders of record on the immediately preceding February 1 and August 1; (ii) are the Company’s general, unsecured obligations and rank equally and ratably in right of payment with its existing and future unsecured senior indebtedness; (iii) may not be redeemed prior to their respective maturity dates; (iv) are subject to repurchase upon certain changes of ownership or control (the provisions of which, as noted above, are different between the two series of notes); (v) are subject to certain covenants and limitations, including that the Company may not, directly or indirectly, Incur, assume or suffer to exist any Mortgage on or with respect to any property or assets, now owned or hereafter acquired, to secure any present or future Designated Debt without making effective provision for securing the notes: (1) in the event such Designated Debt is pari passu with the notes, equally and ratably with such Designated Debt as to such property or assets for so long as such Designated Debt will be so secured, or (2) in the event such Designated Debt is subordinate in right of payment to the Election Notes, prior to such Designated Debt as to such property or assets for so long as such Designated Debt will be so secured; and (vi) restrict the Company’s ability to merge or consolidate with another person. Capitalized terms used in clause (v) above have the meanings set forth in the Base Indenture, the Second Supplemental Indenture or the Third Supplemental Indenture, as the case may be.

More information regarding these subsequent events is available in the Company’s Current Report on Form 8-K dated August 5, 2014.

	Monthly Operating Report
	June 1, 2014 through June 30, 2014

Page 13 of 174

UNITED STATES BANKRUPTCY COURT

DISTRICT OF DELAWARE

In Re:	Chapter 11
OVERSEAS SHIPHOLDING GROUP, INC., et al.	Case Number: 12-20000 (PJW)
Debtors	Jointly Administered
	Hon. Peter J. Walsh

MOR-1

Overseas Shipholding Group, Inc.

Unaudited Consolidated Statement of Cash Receipts and Disbursements

For the Period June 1, 2014 through June 30, 2014

(in thousands of dollars)

Beginning Cash Balance			647,700

Cash Receipts:
Vessel Related Receipts			87,250
Other Receipts¹			4,110
Total Receipts			91,360

Cash Disbursements:
Vessel Related Disbursements²			70,169
General and Administrative:
Compensation & Benefits			5,706
Other General & Administrative			2,496
Taxes			176
Restructuring Costs and Adequate Protection Payments			15,049
U.S. Trustee Fees			0
Other Disbursements			559
Total Disbursements			94,155

Ending Cash Balance³			644,905

¹Other Receipts includes items such as distributions from joint ventures, reimbursements from joint ventures for expenses paid on their behalf, pool commissions, insurance claim receipts and other miscellaneous refunds and receipts.

²Includes expenses paid on behalf of joint ventures.

³Includes approximately $39 million of cash restricted under secured debt facilities, but excludes approximately $10 million of additional restricted cash included in other current assets in the unaudited condensed consolidated balance sheets.

	Monthly Operating Report
	June 1, 2014 through June 30, 2014

Page 14 of 174

UNITED STATES BANKRUPTCY COURT

DISTRICT OF DELAWARE

In Re:	Chapter 11
OVERSEAS SHIPHOLDING GROUP, INC., et al.	Case Number: 12-20000 (PJW)
Debtors	Jointly Administered
	Hon. Peter J. Walsh

MOR-1a

Schedule of Disbursements by Legal Entity¹

For the Period June 1, 2014 through June 30, 2014

	Filing Entities:	Case #	Total Disbursements
1	Overseas Shipholding Group, Inc.	12-20000	$	3,254,642
2	OSG International, Inc.	12-20001		5,498,553
3	OSG Bulk Ships, Inc.	12-20002		4,630,642
4	1372 Tanker Corporation	12-20003		325,147
5	Africa Tanker Corporation	12-20004		74,101
6	Alcesmar Limited	12-20005		220,307
7	Alcmar Limited	12-20006		389,967
8	Alpha Suezmax Corporation	12-20007		7,421
9	Alpha Tanker Corporation	12-20008		98
10	Amalia Product Corporation	12-20009		186,929
11	Ambermar Product Carrier Corporation	12-20010		1,147,722
12	Ambermar Tanker Corporation	12-20011		375
13	Andromar Limited	12-20012		647,064
14	Antigmar Limited	12-20013		708,145
15	Aqua Tanker Corporation	12-20014		1,615
16	Aquarius Tanker Corporation	12-20015		6,382
17	Ariadmar Limited	12-20016		318,489
18	Aspro Tanker Corporation	12-20017		443
19	Atalmar Limited	12-20018		1,390,019
20	Athens Product Tanker Corporation	12-20019		816,164
21	Atlas Chartering Corporation	12-20020		7,364
22	Aurora Shipping Corporation	12-20021		194,408
23	Avila Tanker Corporation	12-20022		360
24	Batangas Tanker Corporation	12-20023		1,632,459
25	Beta Aframax Corporation	12-20024		7,758

Most of the Debtors’ disbursements are made through centralized cash management accounts; however, the Debtors have estimated the allocation of disbursements to the legal entity on whose behalf a disbursement was made. Additionally, bankruptcy related professional fees paid by Overseas Shipholding Group, Inc. have been allocated on a pro rata basis to all debtors based on the sum of the absolute value of each debtor’s total assets and liabilities based on their balance sheet as of the last day of the prior month. All allocations are subject to certain assumptions and uncertainties and such allocations are not recorded in the debtors’ books and records.

	Monthly Operating Report
	June 1, 2014 through June 30, 2014

Page 15 of 174

UNITED STATES BANKRUPTCY COURT

DISTRICT OF DELAWARE

In Re:	Chapter 11
OVERSEAS SHIPHOLDING GROUP, INC., et al.	Case Number: 12-20000 (PJW)
Debtors	Jointly Administered
	Hon. Peter J. Walsh

MOR-1a

Schedule of Disbursements by Legal Entity¹

For the Period June 1, 2014 through June 30, 2014

	Filing Entities:	Case #	Total Disbursements
26	Brooklyn Product Tanker Corporation	12-20025		10,394
27	Cabo Hellas Limited	12-20026		183,041
28	Cabo Sounion Limited	12-20027		384,962
29	Caribbean Tanker Corporation	12-20028		221,954
30	Carina Tanker Corporation	12-20029		6,676
31	Carl Product Corporation	12-20030		288,114
32	Concept Tanker Corporation	12-20031		351,387
33	Crown Tanker Corporation	12-20032		91
34	Delphina Tanker Corporation	12-20033		-
35	Delta Aframax Corporation	12-20034		1,325,871
36	DHT Ania Aframax Corp.	12-20035		413
37	DHT Ann VLCC Corp.	12-20036		8,727
38	DHT Cathy Aframax Corp.	12-20037		4,574
39	DHT Chris VLCC Corp.	12-20038		7,370
40	DHT Rebecca Aframax Corp.	12-20039		507
41	DHT Regal Unity VLCC Corp.	12-20040		4,138
42	DHT Sophie Aframax Corp.	12-20041		3,082
43	Dignity Chartering Corporation	12-20042		9,559
44	Edindun Shipping Corporation	12-20043		-
45	Eighth Aframax Tanker Corporation	12-20044		2,084,634
46	Epsilon Aframax Corporation	12-20045		690,075
47	First Chemical Carrier Corporation	12-20046		2,010
48	First LPG Tanker Corporation	12-20047		1,824
49	First Union Tanker Corporation	12-20048		674,480
50	Fourth Aframax Tanker Corporation	12-20049		110,118

	Monthly Operating Report
	June 1, 2014 through June 30, 2014

Page 16 of 174

UNITED STATES BANKRUPTCY COURT

DISTRICT OF DELAWARE

In Re:	Chapter 11
OVERSEAS SHIPHOLDING GROUP, INC., et al.	Case Number: 12-20000 (PJW)
Debtors	Jointly Administered
	Hon. Peter J. Walsh

MOR-1a

Schedule of Disbursements by Legal Entity¹

For the Period June 1, 2014 through June 30, 2014

	Filing Entities:	Case #	Total Disbursements
51	Front President Inc.	12-20050		178,162
52	Goldmar Limited	12-20051		354,793
53	GPC Aframax Corporation	12-20052		7,917
54	Grace Chartering Corporation	12-20053		2,568
55	International Seaways, Inc.	12-20054		3,989,394
56	Jademar Limited	12-20055		409,212
57	Joyce Car Carrier Corporation	12-20056		4,499
58	Juneau Tanker Corporation	12-20057		2,475
59	Kimolos Tanker Corporation	12-20058		605,336
60	Kythnos Chartering Corporation	12-20059		962,744
61	Leo Tanker Corporation	12-20060		6,518
62	Leyte Product Tanker Corporation	12-20061		439,228
63	Limar Charter Corporation	12-20062		5,527
64	Luxmar Product Tanker Corporation	12-20063		1,003,526
65	Luxmar Tanker LLC	12-20064		12,156
66	Majestic Tankers Corporation	12-20065		456,310
67	Maple Tanker Corporation	12-20066		353,324
68	Maremar Product Tanker Corporation	12-20067		16
69	Maremar Tanker LLC	12-20068		18,049
70	Marilyn Vessel Corporation	12-20069		129
71	Maritrans General Partner Inc.	12-20070		-
72	Maritrans Operating Company L.P.	12-20071		7,284
73	Milos Product Tanker Corporation	12-20072		584,277
74	Mindanao Tanker Corporation	12-20073		153,777
75	Mykonos Tanker LLC	12-20074		1,094,824

	Monthly Operating Report
	June 1, 2014 through June 30, 2014

Page 17 of 174

UNITED STATES BANKRUPTCY COURT

DISTRICT OF DELAWARE

In Re:	Chapter 11
OVERSEAS SHIPHOLDING GROUP, INC., et al.	Case Number: 12-20000 (PJW)
Debtors	Jointly Administered
	Hon. Peter J. Walsh

MOR-1a

Schedule of Disbursements by Legal Entity¹

For the Period June 1, 2014 through June 30, 2014

	Filing Entities:	Case #	Total Disbursements
76	Nedimar Charter Corporation	12-20075		5,903
77	Oak Tanker Corporation	12-20076		494,031
78	Ocean Bulk Ships, Inc.	12-20077		2
79	Oceania Tanker Corporation	12-20078		39,443
80	OSG 192 LLC	12-20079		72,712
81	OSG 209 LLC	12-20080		324,280
82	OSG 214 LLC	12-20081		140,509
83	OSG 215 Corporation	12-20082		34
84	OSG 242 LLC	12-20083		93,432
85	OSG 243 LLC	12-20084		80,937
86	OSG 244 LLC	12-20085		43,018
87	OSG 252 LLC	12-20086		75,192
88	OSG 254 LLC	12-20087		43,573
89	OSG 300 LLC	12-20088		11
90	OSG 400 LLC	12-20089		4,005
91	OSG America L.P.	12-20090		11
92	OSG America LLC	12-20091		62
93	OSG America Operating Company LLC	12-20092		384,088
94	OSG Car Carriers, Inc.	12-20093		1,872
95	OSG Clean Products International, Inc.	12-20094		14
96	OSG Columbia LLC	12-20095		250,645
97	OSG Constitution LLC	12-20096		768
98	OSG Courageous LLC	12-20097		291,597
99	OSG Delaware Bay Lightering LLC	12-20098		2,044,202
100	OSG Discovery LLC	12-20099		369

	Monthly Operating Report
	June 1, 2014 through June 30, 2014

Page 18 of 174

UNITED STATES BANKRUPTCY COURT

DISTRICT OF DELAWARE

In Re:	Chapter 11
OVERSEAS SHIPHOLDING GROUP, INC., et al.	Case Number: 12-20000 (PJW)
Debtors	Jointly Administered
	Hon. Peter J. Walsh

MOR-1a

Schedule of Disbursements by Legal Entity¹

For the Period June 1, 2014 through June 30, 2014

	Filing Entities:	Case #	Total Disbursements
101	OSG Endeavor LLC	12-20100		67
102	OSG Endurance LLC	12-20101		272,774
103	OSG Enterprise LLC	12-20102		258,587
104	OSG Financial Corp.	12-20103		2,754
105	OSG Freedom LLC	12-20104		10,912
106	OSG Honour LLC	12-20105		490,483
107	OSG Independence LLC	12-20106		250,257
108	OSG Intrepid LLC	12-20107		246,268
109	OSG Liberty LLC	12-20108		2,756
110	OSG Lightering LLC	12-20109		3,334,650
111	OSG Lightering Acquisition Corporation	12-20110		543
112	OSG Lightering Solutions LLC	12-20111		720
113	OSG Mariner LLC	12-20112		67
114	OSG Maritrans Parent LLC	12-20113		30,508
115	OSG Navigator LLC	12-20114		284,831
116	OSG New York, Inc.	12-20115		9,425
117	OSG Product Tankers AVTC, LLC	12-20116		14
118	OSG Product Tankers Member LLC	12-20117		-
119	OSG Product Tankers II, LLC	12-20118		1
120	OSG Product Tankers I, LLC	12-20119		1
121	OSG Product Tankers, LLC	12-20120		2
122	OSG Quest LLC	12-20121		42
123	OSG Seafarer LLC	12-20122		186
124	OSG Ship Management, Inc.	12-20123		3,700,572
125	OSG Valour LLC	12-20124		304

	Monthly Operating Report
	June 1, 2014 through June 30, 2014

Page 19 of 174

UNITED STATES BANKRUPTCY COURT

DISTRICT OF DELAWARE

In Re:	Chapter 11
OVERSEAS SHIPHOLDING GROUP, INC., et al.	Case Number: 12-20000 (PJW)
Debtors	Jointly Administered
	Hon. Peter J. Walsh

MOR-1a

Schedule of Disbursements by Legal Entity¹

For the Period June 1, 2014 through June 30, 2014

	Filing Entities:	Case #	Total Disbursements
126	Overseas Allegiance Corporation	12-20125		1
127	Overseas Anacortes LLC	12-20126		1,310,069
128	Overseas Boston LLC	12-20127		1,346,697
129	Overseas Diligence LLC	12-20128		108
130	Overseas Galena Bay LLC	12-20129		721
131	Overseas Houston LLC	12-20130		1,466,206
132	Overseas Integrity LLC	12-20131		291
133	Overseas Long Beach LLC	12-20132		1,369,872
134	Overseas Los Angeles LLC	12-20133		1,211,767
135	Overseas Martinez LLC	12-20134		1,386,120
136	Overseas New Orleans LLC	12-20135		598
137	Overseas New York LLC	12-20136		1,177,018
138	Overseas Nikiski LLC	12-20137		1,556,007
139	Overseas Perseverance Corporation	12-20138		103
140	Overseas Philadelphia LLC	12-20139		246
141	Overseas Puget Sound LLC	12-20140		2,323
142	Overseas Sea Swift Corporation	12-20141		2
143	Overseas Shipping (GR) Ltd.	12-20142		157,867
144	Overseas ST Holding LLC	12-20143		1,218,693
145	Overseas Tampa LLC	12-20144		3,954,159
146	Overseas Texas City LLC	12-20145		1,162,230
147	Pearlmar Limited	12-20146		209,563
148	Petromar Limited	12-20147		717,878
149	Pisces Tanker Corporation	12-20148		7,109
150	Polaris Tanker Corporation	12-20149		7,213

	Monthly Operating Report
	June 1, 2014 through June 30, 2014

Page 20 of 174

UNITED STATES BANKRUPTCY COURT

DISTRICT OF DELAWARE

In Re:	Chapter 11
OVERSEAS SHIPHOLDING GROUP, INC., et al.¹	Case Number: 12-20000 (PJW)
Debtors	Jointly Administered
	Hon. Peter J. Walsh

MOR-1a

Schedule of Disbursements by Legal Entity¹

For the Period June 1, 2014 through June 30, 2014

	Filing Entities:	Case #	Total Disbursements
151	Queens Product Tanker Corporation	12-20150		16,792
152	Reymar Limited	12-20151		1,149,142
153	Rich Tanker Corporation	12-20152		796,355
154	Rimar Chartering Corporation	12-20153		27,333
155	Rosalyn Tanker Corporation	12-20154		134,152
156	Rosemar Limited	12-20155		362,365
157	Rubymar Limited	12-20156		12,293
158	Sakura Transport Corp.	12-20157		381,856
159	Samar Product Tanker Corporation	12-20158		476,123
160	Santorini Tanker LLC	12-20159		1,229,196
161	Serifos Tanker Corporation	12-20160		935,525
162	Seventh Aframax Tanker Corporation	12-20161		1,011,622
163	Shirley Tanker SRL	12-20162		874,701
164	Sifnos Tanker Corporation	12-20163		1,346,168
165	Silvermar Limited	12-20164		361,691
166	Sixth Aframax Tanker Corporation	12-20165		1,741,607
167	Skopelos Product Tanker Corporation	12-20166		1,744,852
168	Star Chartering Corporation	12-20167		453,736
169	Suezmax International Agencies, Inc.	12-20168		14,592
170	Talara Chartering Corporation	12-20169		9,611
171	Third United Shipping Corporation	12-20170		14,276
172	Tokyo Transport Corp.	12-20171		389,141
173	Transbulk Carriers, Inc.	12-20172		69
174	Troy Chartering Corporation	12-20173		15,595
175	Troy Product Corporation	12-20174		15,904

Monthly Operating Report

June 1, 2014 through June 30, 2014

Page 21 of 174

UNITED STATES BANKRUPTCY COURT

DISTRICT OF DELAWARE

In Re:	Chapter 11
OVERSEAS SHIPHOLDING GROUP, INC., et al.	Case Number: 12-20000 (PJW)
Debtors	Jointly Administered
	Hon. Peter J. Walsh

MOR-1a

Schedule of Disbursements by Legal Entity¹

For the Period June 1, 2014 through June 30, 2014

176	Urban Tanker Corporation	12-20175		427,834
177	Vega Tanker Corporation	12-20176		980
178	View Tanker Corporation	12-20177		1,089,558
179	Vivian Tankships Corporation	12-20178		4,836
180	Vulpecula Chartering Corporation	12-20179		7,491
181	Wind Aframax Tanker Corporation	12-20180		7

		Total Disbursements	$	85,088,314

Monthly Operating Report

June 1, 2014 through June 30, 2014

Page 22 of 174

UNITED STATES BANKRUPTCY COURT

DISTRICT OF DELAWARE

In Re:	Chapter 11
OVERSEAS SHIPHOLDING GROUP, INC., et al.	Case Number: 12-20000 (PJW)
Debtors	Jointly Administered
	Hon. Peter J. Walsh

MOR-1b

Schedule of Professional Fees and Expenses Paid¹

For the Period June 1, 2014 through June 30, 2014

	Amounts Paid this Period						Cumulative Amount Paid Since Petition Date
Professional	Fees		Expenses		Total		Fees		Expenses		Total
Akin Gump Straus Hauer & Feld LLP	$	306,901	$	58,712.38	$	365,614	$	7,942,899	$	310,079	$	8,252,978
Allen Miller LLP		14,891		393		15,284		22,989		393		23,382
Bowman Gilfillan, Inc.		-		-		-		50,499		17,446		67,945
Brown Rudnick LLP		915,016		25,813		940,829		915,016		25,813		940,829
Burke & Parsons		61,621		1,994		63,615		691,694		17,854		709,548
Chilmark Partners, LLC		160,000		9,816		169,816		2,680,000		514,634		3,194,634
Cleary Gottlieb Steen & Hamilton LLP		1,421,040		30,397		1,451,437		24,530,523		728,276		25,258,799
Deloitte Financial Advisory LLP		-		-		-		100,565		4,663		105,228
Deloitte & Touche LLP		735,058		19,580		754,638		8,438,913		146,154		8,585,067
Deloitte Tax LLP		-		-		-		5,778,094		17,262		5,795,356
Eversheds LLP		33,396		12,874		46,270		469,140		20,980		490,120
Fox Rothschild LLP		35,997		3,593		39,590		35,997		3,593		39,590
FTI Consulting, Inc.		61,258		89		61,347		4,114,166		7,763		4,121,929
Gellert, Scali, Busenkell & Brown, LLC		-		-		-		27,083		668		27,751
Heidrick & Struggles		-		-		-		173,334		-		173,334
Houlihan Lokey Capital, Inc.		-		-		-		2,630,833		63,077		2,693,910
Kurtzman Carson Consultants LLC		-		-		-		-		-		-
Mercer (US) Inc.		38,944		2,715		41,659		325,633		78,521		404,154
Morris, Nichols, Arsht & Tunnell LLP		135,155		5,395		140,550		1,268,739		37,923		1,306,662
Mullin Hoard & Brown LLP		220,900		6,097		226,997		1,772,001		101,827		1,873,828
Pepper Hamilton LLP		38,844		575		39,419		299,477		12,756		312,233
Peter J. Solomon Company		-		-		-		-		-		-
Pricewaterhouse Coopers LLP		-		-		-		9,516,742		97,379		9,614,121
Venable LLP		8,380		88		8,468		453,972		9,392		463,364
Total Professional Fees and Expenses	$	4,187,400	$	178,131	$	4,365,531	$	72,238,309	$	2,216,453	$	74,454,763

Certain of the professionals listed in the table have had retention applications approved by the Bankruptcy Court (the “Retention Orders”) prior to the reporting date, but no payments have been made to the retained professionals as of the reporting date under the Retention Orders.

Monthly Operating Report

June 1, 2014 through June 30, 2014

Page 23 of 174

UNITED STATES BANKRUPTCY COURT

DISTRICT OF DELAWARE

In Re:	Chapter 11
OVERSEAS SHIPHOLDING GROUP, INC., et al.	Case Number: 12-20000 (PJW)
Debtors	Jointly Administered
	Hon. Peter J. Walsh

MOR-1b

Schedule of Professional Fees and Expenses Paid (continued)¹

For the Period June 1, 2014 through June 30, 2014

Professional		Role
Akin Gump Strauss Hauer & Feld LLP		Unsecured Creditors' Committee Co-Counsel
Allen Miller LLP		Debtors' Special Litigation Counsel
Bowman Gilfillan, Inc.		Debtors' Special Counsel for South African Matters
Brown Rudnick LLP		Co-Counsel to the Official Committee of Equity Security Holders
Burke & Parsons		Debtors' Special Counsel for United States Maritime Matters
Chilmark Partners, LLC		Debtors' Financial and Restructuring Advisor
Cleary Gottlieb Steen & Hamilton LLP		Debtors' Counsel
Deloitte Financial Advisory Services LLP		Debtors' Fresh Start Accounting Services Provider
Deloitte & Touche LLP		Debtors' Accounting Advisor
Deloitte Tax LLP		Debtors' Tax Advisor
Eversheds LLP		Debtors' Special Counsel For United Kingdom Maritime Matters
Fox Rothschild LLP		Co-Counsel to the Official Committee of Equity Security Holders
FTI Consulting, Inc.		Unsecured Creditors' Committee Financial Advisor
Gellert, Scali, Busenkell & Brown, LLC		Debtors' Special Litigation Counsel
Heidrick & Struggles		Board Search Advisors
Houlihan Lokey Capital, Inc.		Unsecured Creditors' Committee Financial Advisor and Investment Banker
Kurtzman Carson Consultants LLC		Claims and Noticing Agent
Mercer (US) Inc.		Compensation Specialist
Morris, Nichols, Arsht & Tunnell LLP		Debtors' Delaware Bankruptcy Co-Counsel
Mullin Hoard & Brown, L.L.P.		Debtors' Special Litigation Counsel
Pepper Hamilton LLP		Unsecured Creditors' Committee Co-Counsel
Peter J. Solomon Company		Financial Advisor to the Official Committee of Equity Security Holders
PricewaterhouseCoopers LLP		Debtors' Independent Auditor, Accountant and Tax Advisor
Venable LLP		Debtors' Special Litigation Counsel

Certain of the professionals listed in the table below have had retention applications approved by the Bankruptcy Court (the “Retention Orders”) prior to the reporting date, but no payments have been made to the retained professionals as of the reporting date under the Retention Orders.

Monthly Operating Report

June 1, 2014 through June 30, 2014

Page 24 of 174

UNITED STATES BANKRUPTCY COURT

DISTRICT OF DELAWARE

In Re:	Chapter 11
OVERSEAS SHIPHOLDING GROUP, INC., et al.	Case Number: 12-20000 (PJW)
Debtors	Jointly Administered
	Hon. Peter J. Walsh

Debtors Statement with respect to Bank Account Reconciliations, Bank Statements and Cash

Disbursements Journal

For the Period June 1, 2014 through June 30, 2014

Bank Account Reconciliations & Cash Disbursement Journals

The Debtors affirm that bank reconciliations are prepared for all open and active bank accounts on a monthly basis. The Debtors affirm that within its financial accounting systems, check registers and/or disbursement journals are maintained for each disbursement account.

Bank Statements

The Debtors affirm that bank statements for all open and active bank accounts are retained by the Debtors.

Closed Bank Accounts

The Debtors affirm that the following bank account(s) were closed during the current reporting period.

Debtor		Bank/Institution		Account #		Date of Closing
Overseas Shipholding Group, Inc.		JPMorgan Chase Bank		XXXXXX772		6/20/2014

Opened Bank Accounts

The Debtors affirm that the following bank account(s) were opened during the current reporting period.

Debtor		Bank/Institution		Account #		Date of Opening
None

Debtor Bank Account Balances

See Appendix B

Monthly Operating Report

June 1, 2014 through June 30, 2014

Page 25 of 174

UNITED STATES BANKRUPTCY COURT

DISTRICT OF DELAWARE

In Re:	Chapter 11
OVERSEAS SHIPHOLDING GROUP, INC., et al.	Case Number: 12-20000 (PJW)
Debtors	Jointly Administered
	Hon. Peter J. Walsh

MOR-2

Overseas Shipholding Group, Inc.

Unaudited Condensed Consolidated Statements of Operations

For the Periods June 1, 2014 through June 30, 2014, and

November 14, 2012 through June 30, 2014

(in thousands of dollars)

	June 1, 2014 through June 30, 2014			November 14, 2012 through June 30, 2014

Shipping Revenues:

Pool revenues	$	9,424		$	277,422
Time and bareboat charter revenues		30,370			606,500
Voyage charter revenues		38,256			803,447
		78,050			1,687,369
Operating Expenses:
Voyage expenses		22,428			435,877
Vessel expenses		23,389			437,856
Charter hire expenses		13,085			336,103
Depreciation and amortization		13,374			282,088
General and administrative		9,209			167,932
Goodwill and intangible assets impairment charge		-			16,214
(Gain)/loss on disposal of vessels, including impairments		7			643,188
Total Operating Expenses		81,492			2,319,258
Income/(Loss) from Vessel Operations		(3,442	)		(631,889	)
Equity in Income/(Loss) of Affiliated Companies		3,466			66,018
Operating Income/(Loss)		24			(565,871	)
Other Income/(expense)		26			1,363
Income/(loss) before Interest Expense and Income Taxes		50			(564,508	)
Interest Expense		(174,501	)		(174,849	)
Income/(loss) before Reorganization Items and Income Taxes		(174,451	)		(739,357	)
Reorganization Items, net		65,554			483,657
Income/(loss) before Income Taxes		(240,005	)		(1,223,014	)
Income Tax Provision/(Benefit)		(52,689	)		(66,622	)
Net Loss	$	(187,316	)	$	(1,156,392	)

See Notes to Unaudited Condensed Consolidated Statements of Operations on the following page

Monthly Operating Report

June 1, 2014 through June 30, 2014

Page 26 of 174

UNITED STATES BANKRUPTCY COURT

DISTRICT OF DELAWARE

In Re:	Chapter 11
OVERSEAS SHIPHOLDING GROUP, INC., et al.	Case Number: 12-20000 (PJW)
Debtors	Jointly Administered
	Hon. Peter J. Walsh

MOR-2

Overseas Shipholding Group, Inc.

Notes to Unaudited Condensed Consolidated Statements of Operations

For the Periods June 1, 2014 through June 30, 2014, and

November 14, 2012 through June 30, 2014

(in thousands of dollars)

The information contained herein is provided to fulfill the requirements of the Office of the United States Trustee. All information contained herein is unaudited and subject to future adjustment. The Unaudited Condensed Consolidated Statements of Operations have not been prepared in accordance with U.S. GAAP or any other recognized financial reporting framework.

Reorganization Items consists of the following:

	June 1, 2014		November 14, 2012
	through		through
	June 30, 2014		June 30, 2014
Professional fees, including Trustee Fees of $285 and $5,198	$	14,427	$	138,638
Expenses incurred on rejected executory contracts, including post-petition interest (a)		6,212		295,285
Write-off of deferred financing costs		-		4,603
Provision for post-petition interest on debt facilities (a)		11,526		11,526
Provision for post-petition interest on other claims		1,620		1,620
2004 Stock Incentive Plan Termination		1,796		1,796
Provision for class action lawsuit and other subordinated claims		17,000		17,000
Other claims adjustments		12,973		13,189
	$	65,554	$	483,657

(a) Contractual post-petition interest for debt facilities and certain rejected executory contracts of $167,451 and $7,025, respectively, is reported as interest expense in the condensed consolidated statements of operations for the month of June 2014.

Monthly Operating Report

June 1, 2014 through June 30, 2014

Page 27 of 174

UNITED STATES BANKRUPTCY COURT

DISTRICT OF DELAWARE

In Re:	Chapter 11
OVERSEAS SHIPHOLDING GROUP, INC., et al.	Case Number: 12-20000 (PJW)
Debtors	Jointly Administered
	Hon. Peter J. Walsh

MOR-3

Overseas Shipholding Group, Inc.

Unaudited Condensed Consolidated Balance Sheets

As of November 13, 2012 and June 30, 2014

(in thousands of dollars)

	November 13, 2012		June 30, 2014
ASSETS
Current Assets:
Cash and cash equivalents	$	477,973	$	644,905
Voyage receivables		171,753		112,227
Other receivables, including income taxes recoverable		59,295		42,604
Inventory		14,150		27,018
Prepaid expenses and other current assets		46,636		29,796
Total Current Assets		769,807		856,550
Vessels and other property, less accumulated depreciation		3,135,823		2,302,017
Deferred drydock expenditures, net		73,898		56,515
Total Vessels, Deferred Drydock and Other Property		3,209,721		2,358,532
Investments in Affiliated Companies		247,964		336,841
Intangible Assets, less accumulated amortization		72,655		57,825
Goodwill		9,589		-
Other Assets		16,464		45,686
Total Assets	$	4,326,200	$	3,655,434

LIABILITIES AND (DEFICIT)/EQUITY
Current Liabilities:
Accounts payable, accrued expenses and other current liabilities	$	93,170	$	409,218
Total Current Liabilities		93,170		409,218

Noncurrent Liabilities:
Deferred Gain/(loss) on Sale and Leaseback of Vessels		5,457		-
Deferred Taxes and Other Liabilities		758,736		396,011
Liabilities Subject to Compromise		2,623,588		3,106,056
Total Noncurrent Liabilities		3,387,781		3,502,067

Total Liabilities		3,480,951		3,911,285
(Deficit)/Equity:
Total Equity/(Deficit)		845,249		(255,851	)
Total Liabilities and (Deficit)/Equity	$	4,326,200	$	3,655,434

See Notes to Unaudited Condensed Consolidated Balance Sheets on the following page

Monthly Operating Report

June 1, 2014 through June 30, 2014

Page 28 of 174

UNITED STATES BANKRUPTCY COURT

DISTRICT OF DELAWARE

In Re:	Chapter 11
OVERSEAS SHIPHOLDING GROUP, INC., et al.	Case Number: 12-20000 (PJW)
Debtors	Jointly Administered
	Hon. Peter J. Walsh

MOR-3

Overseas Shipholding Group, Inc.

Notes to Unaudited Condensed Consolidated Balance Sheets

As of November 13, 2012 and June 30, 2014

(in thousands of dollars)

The information contained herein is provided to fulfill the requirements of the Office of the United States Trustee. The Company makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the unaudited condensed consolidated financial statements. Actual results may differ from those estimates. All information contained herein is unaudited and subject to future adjustment and certain such adjustments recorded to the financial statements previously reported in the Monthly Operating Reports are reflected in the financial statements presented herein. The Unaudited Condensed Consolidated Balance Sheets have not been prepared in accordance with U.S. GAAP or any other recognized financial reporting framework.

The liabilities reported in the Unaudited Condensed Consolidated Balance Sheets do not currently reflect a complete analysis regarding potential claims under the Bankruptcy Code, however, the balance sheet as of June 30, 2014 does include the Debtors’ estimates of potential claims that may be allowed with respect to vessels that had been chartered-in by the Debtors or with respect to nonresidential leases for commercial office space by the Debtors to the extent that such leases were rejected by the Debtors for which performance had also ceased by the end of the reporting period.

The Company allocated liabilities between pre-petition and post-petition periods based on the information available and research conducted in connection with the preparation of this Monthly Operating Report. As additional information becomes available, the allocation of liabilities between the pre-petition and post-petition periods may change.

As a result of the chapter 11 filings, the Company’s unsecured debt has been classified as Liabilities Subject to Compromise in the Unaudited Condensed Consolidated Balance Sheets. In accordance with ASC Topic 852, the Company has not accrued interest expense on its unsecured debt subsequent to the Petition Date. With respect to the Company’s secured debt, the value of the collateral securing the debt is below the outstanding principal of the secured debt, and accordingly, the Company has classified secured debt as Liabilities Subject to Compromise in the Unaudited Condensed Consolidated Balance Sheets. Pursuant to the Bankruptcy Court's orders, dated February 5, 2013, granting adequate protection [D.I. 0459 and 0460], the Company has continued to pay unpaid interest expense on the secured debt as part of the adequate protection payments. The Bankruptcy Court Orders preserve any challenge to the application of any such authorized payments pursuant to Section 506 (b) of the Bankruptcy Code or otherwise. The Adequate Protection Interest Payments were being characterized as payments on the prepetition principal amounts outstanding under the term loan agreements commencing with the monthly operating report for June 2013.

Monthly Operating Report

June 1, 2014 through June 30, 2014

Page 29 of 174

UNITED STATES BANKRUPTCY COURT

DISTRICT OF DELAWARE

In Re:	Chapter 11
OVERSEAS SHIPHOLDING GROUP, INC., et al.	Case Number: 12-20000 (PJW)
Debtors	Jointly Administered
	Hon. Peter J. Walsh

MOR-3

Overseas Shipholding Group, Inc.

Notes to Unaudited Condensed Consolidated Balance Sheets (continued)

As of November 13, 2012 and June 30, 2014

(in thousands of dollars)

Pursuant to the Amended Equity Plan that was confirmed by the Bankruptcy Court on July 18, 2014, which provided that creditors’ allowed non-subordinated claims against the Debtors would be paid in full, in cash, including post-petition interest, or reinstated, commencing with the monthly operating report for June 2014, liabilities subject to compromise includes amounts for post-petition interest calculated at the applicable contractual rate (including default interest, as applicable), stipulated settlements and other changes in estimates relating to post-petition interest through June 30, 2014 and certain fees and expenses of the respective creditors.

Liabilities Subject to Compromise consist of the following:

	November 13, 2012		June 30, 2014
Pre-petition accounts payable, accrued expenses and other liabilities	$	398	$	26,536
Senior Notes		500,780		509,603
Unsecured revolver		1,488,579		1,489,000
Accrued interest and fees on unsecured revolver and senior notes		10,878		161,034
Secured debt and accrued interest		578,024		592,439
Derivative liabilities		3,566		3,566
Accrued post-petition interest on other claims		-		1,620
Pension and other postretirement benefit plan liabilities		41,363		26,391
Accrued liabilities including post-petition interest, relating to rejected executory contracts		-		295,867
	$	2,623,588	$	3,106,056

Monthly Operating Report

June 1, 2014 through June 30, 2014

Page 30 of 174

UNITED STATES BANKRUPTCY COURT

DISTRICT OF DELAWARE

In Re:	Chapter 11
OVERSEAS SHIPHOLDING GROUP, INC., et al.	Case Number: 12-20000 (PJW)
Debtors	Jointly Administered
	Hon. Peter J. Walsh

Declaration Regarding the Status of Post-Petition Taxes of the Debtors

As of June 30, 2014

STATE OF NEW YORK

NEW YORK COUNTY

Adewale Oshodi hereby declares and states:

1. I am Controller for Overseas Shipholding Group, Inc., a corporation organized under the laws of the State of Delaware and the Debtor in the above-captioned chapter 11 cases (the “Debtors”). I am familiar with the Debtors’ day-to-day operations, business affairs and books and records.

2. All statements in this Declaration are based on my personal knowledge, my review of the relevant documents, my discussions with other employees of the Debtors, or my opinion based upon my experience and knowledge of the Debtors’ operations and financial condition. If I were called upon to testify, I could and would testify to each of the facts set forth herein based on such personal knowledge, review of documents or opinion. I am authorized to submit this Declaration on behalf of the Debtors.

3. To the best of my knowledge, the Debtors have filed all necessary federal, state and local post-petition tax returns and made all required post-petition tax payments in connection therewith on a timely basis or have promptly remediated any late filings or payments that may have occurred due to unintentional oversights.¹

Dated: August 15, 2014	Respectfully submitted,
New York, New York

	/s/ Adewale Oshodi
	Adewale Oshodi
	Controller, Overseas Shipholding Group, Inc.

¹ The Debtors used ADP for the remittance of all payroll taxes.

Monthly Operating Report

June 1, 2014 through June 30, 2014

Page 31 of 174

UNITED STATES BANKRUPTCY COURT

DISTRICT OF DELAWARE

In Re:	Chapter 11
OVERSEAS SHIPHOLDING GROUP, INC., et al.	Case Number: 12-20000 (PJW)
Debtors	Jointly Administered
	Hon. Peter J. Walsh

MOR-4

Overseas Shipholding Group, Inc.

Consolidated Summary of Unpaid Post-Petition Accounts Payable¹

June 30, 2014

Days Past Due
Current			1-30			31-60			61-90			>91			Total
$	12,555,695		$	937,962		$	81,240		$	(58,174	)	$	(12,499	)	$	13,504,224
	93.0	%		7.0	%		1.0	%		-1.0	%		0.0	%

¹ The post-petition accounts payable is reported at a consolidated basis including both Debtors and non-Debtor subsidiaries to more completely reflect the liabilities of all Debtor entities, many of which utilize non-Debtor affiliates as their paying agent under the centralized cash management system of the Company. The accounts payable reported represent open trade vendor invoices that have been entered into the Company’s accounts payable system and pre-petition amounts that the Company intends to pay in accordance with various orders of the Bankruptcy Court. This summary does not include accruals for invoices not yet received or approved.

Monthly Operating Report

June 1, 2014 through June 30, 2014

Page 32 of 174

UNITED STATES BANKRUPTCY COURT

DISTRICT OF DELAWARE

In Re:	Chapter 11
OVERSEAS SHIPHOLDING GROUP, INC., et al.	Case Number: 12-20000 (PJW)
Debtors	Jointly Administered
	Hon. Peter J. Walsh

MOR-5

Overseas Shipholding Group, Inc.

Consolidated Trade Accounts Receivable and Aging

June 30, 2014

	Days Aged ¹
	0-30			31-60			61-90			91-120			121-180			> 180			Total
Trade Receivables:
Trade - Invoiced²	$	13,328,184		$	4,313,833		$	2,031,702		$	1,167,333		$	2,068,193		$	3,529,739		$	26,438,984
Trade - Accrued and Unbilled³																			$	24,940,997
Trade - Pools⁴																			$	61,804,760
Allowance for Doubtful Receivables																			$	(990,936	)
Accounts Receivable	$	13,328,184		$	4,313,833		$	2,031,702		$	1,167,333		$	2,068,193		$	3,529,739		$	112,193,805
Percentage of Trade-Invoiced⁵		50	%		17	%		8	%		4	%		8	%		13	%		100	%

Notes:

Days Aged is based on the date of invoice

Represents invoiced freight & miscellaneous, demurrage and non-voyage accounts receivable for the consolidated Company.

Represents unbilled trade accounts receivables of the consolidated Company

⁴

Represents undistributed earnings receivable from the commercial pools in which the Company participates

⁵

Represents percentage of Trade-Invoiced amounts only

Monthly Operating Report

June 1, 2014 through June 30, 2014

Page 33 of 174

UNITED STATES BANKRUPTCY COURT

DISTRICT OF DELAWARE

In Re:	Chapter 11
OVERSEAS SHIPHOLDING GROUP, INC., et al.	Case Number: 12-20000 (PJW)
Debtors	Jointly Administered
	Hon. Peter J. Walsh

MOR-6

Debtor Questionnaire

For the Period June 1, 2014 through June 30, 2014

		Yes	No
1.	Have any assets been sold or transferred outside the normal course of business this reporting period? If yes, provide an explanation below.		X
2.	Have any funds been disbursed from any account other than a debtor in possession account this reporting period. If yes, provide an explanation below.	X¹
3.	Have all post-petition tax returns been timely filed? If no, provide an explanation.	X
4.	Are workers compensation, general liability and other necessary insurance coverage’s in effect? If no, provide an explanation.	X
5.	Have any bank accounts been opened during the reporting period? If yes, provide documentation identifying the opened account(s). If an investment account has been opened provide the required documentation pursuant to Local Rule 4001-3		X

¹ As provided for in the Final Order Pursuant to 11 U.S.C. §§ 105(a), 345, 363(c)(1), 364(a), 364(c) and 503(b)(1), and Fed. R. Bankr. P. 6003: (A) Approving the Continued Use of the Cash Management System, Bank Accounts and Business Forms; (B) Permitting Continued Intercompany Transactions and Transfers and Granting Liens, Claims and Other Relief in Connection Therewith; (C) Authorizing Banks to Honor Certain Transfers and Charge Certain Fees and Other Amounts; and (D) Approving Limited Waiver of Section 345 dated January 24, 2013 [D.I. 0396] (the “Cash Management Order”), certain non-Debtor affiliates pay expenses to third parties on behalf of current or prior vessel-operating Debtors, including the payment of general and administrative expenses incurred by such non-Debtor affiliates. These non-Debtor affiliates are funded through Intercompany Revolvers, as defined in the Cash Management Order.

Monthly Operating Report

June 1, 2014 through June 30, 2014

Page 34 of 174

UNITED STATES BANKRUPTCY COURT

DISTRICT OF DELAWARE

In Re:	Chapter 11
OVERSEAS SHIPHOLDING GROUP, INC., et al.	Case Number: 12-20000 (PJW)
Debtors	Jointly Administered
	Hon. Peter J. Walsh

Appendix A

Debtors Listing

Company Legal Name		Case No.
Overseas Shipholding Group, Inc.		12-20000
OSG International, Inc.		12-20001
OSG Bulk Ships, Inc.		12-20002
1372 Tanker Corporation		12-20003
Africa Tanker Corporation		12-20004
Alcesmar Limited		12-20005
Alcmar Limited		12-20006
Alpha Suezmax Corporation		12-20007
Alpha Tanker Corporation		12-20008
Amalia Product Corporation		12-20009
Ambermar Product Carrier Corporation		12-20010
Ambermar Tanker Corporation		12-20011
Andromar Limited		12-20012
Antigmar Limited		12-20013
Aqua Tanker Corporation		12-20014
Aquarius Tanker Corporation		12-20015
Ariadmar Limited		12-20016
Aspro Tanker Corporation		12-20017
Atalmar Limited		12-20018
Athens Product Tanker Corporation		12-20019
Atlas Chartering Corporation		12-20020
Aurora Shipping Corporation		12-20021
Avila Tanker Corporation		12-20022
Batangas Tanker Corporation		12-20023
Beta Aframax Corporation		12-20024
Brooklyn Product Tanker Corporation		12-20025
Cabo Hellas Limited		12-20026
Cabo Sounion Limited		12-20027
Caribbean Tanker Corporation		12-20028
Carina Tanker Corporation		12-20029
Carl Product Corporation		12-20030
Concept Tanker Corporation		12-20031
Crown Tanker Corporation		12-20032
Delphina Tanker Corporation		12-20033
Delta Aframax Corporation		12-20034
DHT Ania Aframax Corp.		12-20035
DHT Ann VLCC Corp.		12-20036
DHT Cathy Aframax Corp.		12-20037
DHT Chris VLCC Corp.		12-20038
DHT Rebecca Aframax Corp.		12-20039

Monthly Operating Report

June 1, 2014 through June 30, 2014

Page 35 of 174

UNITED STATES BANKRUPTCY COURT

DISTRICT OF DELAWARE

In Re:	Chapter 11
OVERSEAS SHIPHOLDING GROUP, INC., et al.	Case Number: 12-20000 (PJW)
Debtors	Jointly Administered
	Hon. Peter J. Walsh

Appendix A

Debtors Listing

Company Legal Name		Case No.
DHT Regal Unity VLCC Corp.		12-20040
DHT Sophie Aframax Corp.		12-20041
Dignity Chartering Corporation		12-20042
Edindun Shipping Corporation		12-20043
Eighth Aframax Tanker Corporation		12-20044
Epsilon Aframax Corporation		12-20045
First Chemical Carrier Corporation		12-20046
First LPG Tanker Corporation		12-20047
First Union Tanker Corporation		12-20048
Fourth Aframax Tanker Corporation		12-20049
Front President Inc.		12-20050
Goldmar Limited		12-20051
GPC Aframax Corporation		12-20052
Grace Chartering Corporation		12-20053
International Seaways, Inc.		12-20054
Jademar Limited		12-20055
Joyce Car Carrier Corporation		12-20056
Juneau Tanker Corporation		12-20057
Kimolos Tanker Corporation		12-20058
Kythnos Chartering Corporation		12-20059
Leo Tanker Corporation		12-20060
Leyte Product Tanker Corporation		12-20061
Limar Charter Corporation		12-20062
Luxmar Product Tanker Corporation		12-20063
Luxmar Tanker LLC		12-20064
Majestic Tankers Corporation		12-20065
Maple Tanker Corporation		12-20066
Maremar Product Tanker Corporation		12-20067
Maremar Tanker LLC		12-20068
Marilyn Vessel Corporation		12-20069
Maritrans General Partner Inc.		12-20070
Maritrans Operating Company L.P.		12-20071
Milos Product Tanker Corporation		12-20072
Mindanao Tanker Corporation		12-20073
Mykonos Tanker LLC		12-20074
Nedimar Charter Corporation		12-20075
Oak Tanker Corporation		12-20076
Ocean Bulk Ships, Inc.		12-20077
Oceania Tanker Corporation		12-20078
OSG 192 LLC		12-20079
OSG 209 LLC		12-20080

Monthly Operating Report

June 1, 2014 through June 30, 2014

Page 36 of 174

UNITED STATES BANKRUPTCY COURT

DISTRICT OF DELAWARE

In Re:	Chapter 11
OVERSEAS SHIPHOLDING GROUP, INC., et al.	Case Number: 12-20000 (PJW)
Debtors	Jointly Administered
	Hon. Peter J. Walsh

Appendix A

Debtors Listing

Company Legal Name		Case No.
OSG 214 LLC		12-20081
OSG 215 Corporation		12-20082
OSG 242 LLC		12-20083
OSG 243 LLC		12-20084
OSG 244 LLC		12-20085
OSG 252 LLC		12-20086
OSG 254 LLC		12-20087
OSG 300 LLC		12-20088
OSG 400 LLC		12-20089
OSG America L.P.		12-20090
OSG America LLC		12-20091
OSG America Operating Company LLC		12-20092
OSG Car Carriers, Inc.		12-20093
OSG Clean Products International, Inc.		12-20094
OSG Columbia LLC		12-20095
OSG Constitution LLC		12-20096
OSG Courageous LLC		12-20097
OSG Delaware Bay Lightering LLC		12-20098
OSG Discovery LLC		12-20099
OSG Endeavor LLC		12-20100
OSG Endurance LLC		12-20101
OSG Enterprise LLC		12-20102
OSG Financial Corp.		12-20103
OSG Freedom LLC		12-20104
OSG Honour LLC		12-20105
OSG Independence LLC		12-20106
OSG Intrepid LLC		12-20107
OSG Liberty LLC		12-20108
OSG Lightering LLC		12-20109
OSG Lightering Acquisition Corporation		12-20110
OSG Lightering Solutions LLC		12-20111
OSG Mariner LLC		12-20112
OSG Maritrans Parent LLC		12-20113
OSG Navigator LLC		12-20114
OSG New York, Inc.		12-20115
OSG Product Tankers AVTC, LLC		12-20116
OSG Product Tankers Member LLC		12-20117
OSG Product Tankers II, LLC		12-20118
OSG Product Tankers I, LLC		12-20119
OSG Product Tankers, LLC		12-20120
OSG Quest LLC		12-20121

Monthly Operating Report

June 1, 2014 through June 30, 2014

Page 37 of 174

UNITED STATES BANKRUPTCY COURT

DISTRICT OF DELAWARE

In Re:	Chapter 11
OVERSEAS SHIPHOLDING GROUP, INC., et al.	Case Number: 12-20000 (PJW)
Debtors	Jointly Administered
	Hon. Peter J. Walsh

Appendix A

Debtors Listing

Company Legal Name		Case No.
OSG Seafarer LLC		12-20122
OSG Ship Management, Inc.		12-20123
OSG Valour LLC		12-20124
Overseas Allegiance Corporation		12-20125
Overseas Anacortes LLC		12-20126
Overseas Boston LLC		12-20127
Overseas Diligence LLC		12-20128
Overseas Galena Bay LLC		12-20129
Overseas Houston LLC		12-20130
Overseas Integrity LLC		12-20131
Overseas Long Beach LLC		12-20132
Overseas Los Angeles LLC		12-20133
Overseas Martinez LLC		12-20134
Overseas New Orleans LLC		12-20135
Overseas New York LLC		12-20136
Overseas Nikiski LLC		12-20137
Overseas Perseverance Corporation		12-20138
Overseas Philadelphia LLC		12-20139
Overseas Puget Sound LLC		12-20140
Overseas Sea Swift Corporation		12-20141
Overseas Shipping (GR) Ltd.		12-20142
Overseas ST Holding LLC		12-20143
Overseas Tampa LLC		12-20144
Overseas Texas City LLC		12-20145
Pearlmar Limited		12-20146
Petromar Limited		12-20147
Pisces Tanker Corporation		12-20148
Polaris Tanker Corporation		12-20149
Queens Product Tanker Corporation		12-20150
Reymar Limited		12-20151
Rich Tanker Corporation		12-20152
Rimar Chartering Corporation		12-20153
Rosalyn Tanker Corporation		12-20154
Rosemar Limited		12-20155
Rubymar Limited		12-20156
Sakura Transport Corp.		12-20157
Samar Product Tanker Corporation		12-20158
Santorini Tanker LLC		12-20159
Serifos Tanker Corporation		12-20160
Seventh Aframax Tanker Corporation		12-20161
Shirley Tanker SRL		12-20162

Monthly Operating Report

June 1, 2014 through June 30, 2014

Page 38 of 174

UNITED STATES BANKRUPTCY COURT

DISTRICT OF DELAWARE

In Re:	Chapter 11
OVERSEAS SHIPHOLDING GROUP, INC., et al.	Case Number: 12-20000 (PJW)
Debtors	Jointly Administered
	Hon. Peter J. Walsh

Appendix A

Debtors Listing

Company Legal Name		Case No.
Sifnos Tanker Corporation		12-20163
Silvermar Limited		12-20164
Sixth Aframax Tanker Corporation		12-20165
Skopelos Product Tanker Corporation		12-20166
Star Chartering Corporation		12-20167
Suezmax International Agencies, Inc.		12-20168
Talara Chartering Corporation		12-20169
Third United Shipping Corporation		12-20170
Tokyo Transport Corp.		12-20171
Transbulk Carriers, Inc.		12-20172
Troy Chartering Corporation		12-20173
Troy Product Corporation		12-20174
Urban Tanker Corporation		12-20175
Vega Tanker Corporation		12-20176
View Tanker Corporation		12-20177
Vivian Tankships Corporation		12-20178
Vulpecula Chartering Corporation		12-20179
Wind Aframax Tanker Corporation		12-20180

Monthly Operating Report

June 1, 2014 through June 30, 2014

Page 39 of 174

Appendix B

OverseasShipholding Group, Inc., etal.

Listingof Debtors' Bank Accounts andBook Balances as of June 30,2014 ¹

(inUSD)

USD Balance per Books as of

Debtor

EIN

Bank

Currency

Account Number

June 30, 2014

Delta Aframax Corporation

98-0489892

HSBC

USD

XXXXX6729

1,000.00

Epsilon Aframax Corporation

98-0489895

HSBC

USD

XXXXX6737

1,000.00

Front President Inc.

77-0681687

HSBC

USD

XXXXX6745

1,000.00

Maple Tanker Corporation

98-0595229

HSBC

USD

XXXX6753

1,000.00

Oak Tanker Corporation

98-0595234

HSBC

USD

XXXX6761

1,000.00

OSG America Operating Company LLC

45-0575493

Fifth Third Bank - Tampa

USD

XXXXXXX3987

287,183,991.34

OSG Bulk Ships, Inc.

13-2632600

Fifth Third Bank - Tampa

USD

XXXXXXX4290

20,666,747.80

OSG Bulk Ships, Inc.

13-2632600

JP Morgan Chase

USD

XXXX-XXXXX0-509

(801,079.48

)

OSG Bulk Ships, Inc.

13-2632600

JP Morgan Chase

USD

XXX-X-XX7251

10,575,473.71

OSG Financial Corp.

13-3178639

JP Morgan Chase

USD

XXX-X-XX3754

371,213.74

OSG International, Inc.

98-0467117

HSBC

USD

XXXXX6923

15,332,418.98

OSG International, Inc.

98-0467117

JP Morgan Chase

USD

XXX-X-XX5113

112,414,462.17

OSG International, Inc.

98-0467117

JP Morgan Chase

USD

XXXXX7192

23,170,935.99

OSG International, Inc.

98-0467117

JP Morgan Chase

USD

XXXXX0596

OSG Lightering LLC

98-0380553

Bank of Oklahoma

USD

XXXXX9048

22,616,593.37

OSG Lightering LLC

98-0380553

Bank of Texas - Houston

USD

XXXXXX9108

(5,518.28

)

OSG Lightering LLC

98-0380553

Bank of Texas - Houston

USD

XXXXXX9174

1.00

OSG Ship Management, Inc.

13-3589004

JP Morgan Chase

USD

XXX-XX2788

10,000.30

OSG Ship Management, Inc.

13-3589004

Fifth Third Bank - Tampa

USD

XXXXXX2932

19,031.58

OSG Ship Management, Inc.

13-3589004

JP Morgan Chase

USD

XXX-XX6624

1,775,843.48

OSG Ship Management, Inc.

13-3589004

JP Morgan Chase

USD

XXX-XX5045

69,111.84

Overseas Shipholding Group, Inc.

13-2637623

TD Bank, N.A.

USD

XXX-XXX6647

24,057,826.59

Overseas Shipholding Group, Inc.

13-2637623

BlackRock

USD

X4888

24,009,616.29

Overseas Shipholding Group, Inc.

13-2637623

Fidelity

USD

XXXXXXX7175

59,726,806.28

Overseas Shipholding Group, Inc.

13-2637623

JP Morgan Chase

USD

XXX-X-XX5014

8,953,468.92

Overseas Shipholding Group, Inc.

13-2637623

JP Morgan Chase

USD

XXX6306

16,005,848.60

Shirley Tanker SRL

98-0513551

Cidel Bank & Trust, Inc.

USD

XXXXXX-XXX4290

27.54

Shirley Tanker SRL

98-0513551

Cidel Bank & Trust, Inc.

CAD

XXXXXX-XXX9190

Shirley Tanker SRL

98-0513551

Cidel Bank & Trust, Inc.

CAD

XXXXXX-XXX6490

0.66

TOTAL

626,157,822.42

¹ Petty cash accounts with nominal balances maintained at certain office locations have been excluded from this list, but are reported in the Cash and Cash Equivalents line item in the balance sheets presented herein.

Preliminary andUnaudited

Page 40 of 174

UNITED STATES BANKRUPTCY COURT

DISTRICT OF DELAWARE

In Re:	Chapter 11
OVERSEAS SHIPHOLDING GROUP, INC., et al.	Case Number: 12-20000 (PJW)
Debtors	Jointly Administered
	Hon. Peter J. Walsh

Appendix C

Notes to the Unaudited Condensed Consolidating Statements of Operations and Balance Sheets

These unaudited condensed consolidating financial statements are provided to fulfill the requirements of the Office of the United States Trustee. Amounts in the columns and rows in the Unaudited Condensed Consolidating Statements of Operations and Balance Sheets may not sum to subtotal or total amounts due to rounding. All information contained herein is unaudited and subject to future adjustment and certain such adjustments recorded to the financial statements previously reported in the Monthly Operating Reports are reflected in the financial statements presented herein. The Company makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the unaudited condensed consolidated financial statements. Actual results may differ from those estimates. The Company put forth significant efforts to attribute the results of operations to the proper legal entity. However, because the Company’s accounting systems, policies, and practices were developed with a view to producing consolidated reporting, rather than by legal entity, it is possible that not all assets and liabilities and/or results of operations have been recorded at the correct legal entity in the unaudited condensed consolidating financial statements. These statements should be read in conjunction with the General Notes contained within this Monthly Operating Report. The notes that are contained in this Monthly Operating Report (the "MOR") have been provided to assist the reader in understanding the information presented. No conclusion as to the completeness of the notes that are included in this MOR, the importance or significance of such notes, or the importance or significance of information that could have been included in such notes, but is not, is made by the inclusion of the notes contained in this MOR.

In accordance with normal Company practice, adjustments related to prior periods are recorded and reflected in the period in which it is determined that such adjustments are needed.

The Company is a publicly-held company that prepared and filed consolidated financial statements on a quarterly basis. In accordance with the Company’s historic policies and practices related to quarterly reporting, certain information contained in the Monthly Operating Reports is estimated in the first and second months of each calendar quarter, then reconciled to actual results and/or other analysis performed quarterly and adjusted accordingly in the final month of the calendar quarter.

Post-petition interest expense and interest income on intercompany loans from Non-Debtors to Debtors is included in Other Income in the accompanying Unaudited Condensed Consolidating Statements of Operations.

The Company owns a fleet of ten (10) articulated tug-barges (“ATB”). An ATB consists of a tug and a barge. Each tug and its respective barge are owned by a different Debtor. The revenue associated with the operation of an ATB is recorded on the related barge Debtor entity, whereas the operating expenses of the ATB are recorded on both the related tug and barge respective Debtor entities, based on the specific expenses incurred by each.

All of the Company's chartered in vessels are accounted for as operating leases. ASC Topic 840 states that if costs expected to be incurred under an operating sublease (that is, executory costs, which represent costs typically classified as voyage expenses, and charter hire expense - rental payments) exceed anticipated revenue on the operating sublease, a loss shall be recognized by the sublessor in the period it executed the sublease. The provision for a loss on a sublease would be based on the net expected future cash disbursements. Credits to charter hire expense arise, when terms of the sublease, time charter-out, are modified in a period subsequent to the period in which the provision is recorded.

Monthly Operating Report

June 1, 2014 through June 30, 2014

Page 41 of 174

UNITED STATES BANKRUPTCY COURT

DISTRICT OF DELAWARE

In Re:	Chapter 11
OVERSEAS SHIPHOLDING GROUP, INC., et al.	Case Number: 12-20000 (PJW)
Debtors	Jointly Administered
	Hon. Peter J. Walsh

Appendix C

Notes to the Unaudited Condensed Consolidating Statements of Operations and Balance Sheets (continued)

As a result of the chapter 11 filings, the Company’s unsecured debt has been classified as Liabilities Subject to Compromise in the Unaudited Condensed Consolidated Balance Sheets. In accordance with ASC Topic 852, the Company has not accrued interest expense on its unsecured debt subsequent to the Petition Date. With respect to the Company’s secured debt, the value of the collateral securing the debt is below the outstanding principal of the secured debt, and accordingly, the Company has classified secured debt as Liabilities Subject to Compromise in the Unaudited Condensed Consolidated Balance Sheets. Pursuant to the Bankruptcy Court's orders, dated February 5, 2013, granting adequate protection [D.I. 0459 and 0460], the Company has continued to pay unpaid interest expense on the secured debt as part of the adequate protection payments. The Bankruptcy Court Orders preserve any challenge to the application of any such authorized payments pursuant to Section 506 (b) of the Bankruptcy Code or otherwise. Should a determination be made that collateral is not sufficient to satisfy the secured debt, the Company and other parties in interest reserve the right to seek to recharacterize the adequate protection payments as payments on account of the principal amounts outstanding as of the petition date. The Adequate Protection Interest Payments are being characterized as payments on the prepetition principal amounts outstanding under the term loan agreements commencing with the monthly operating report for June 2013.

Annual allocations of certain expenses that occur between OSG International, Inc., Overseas Shipholding Group, Inc. and OSG Ship Management, Inc. under an Amended and Restated Personnel and Facilities Cost Sharing Agreement, dated January 1, 2005, for the year ended December 31, 2013 were reflected in December 2013.

Monthly Operating Report

June 1, 2014 through June 30, 2014

Page 42 of 174

Appendix C

Overseas Shipholding Group, Inc.

Unaudited Condensed Consolidating Statements of Operations

For the Periods from June 1 - 30, 2014 and November 14, 2012 to June 30, 2014

	Overseas Shipholding Group, Inc.						OSG International, Inc.
(000's)	June 1 - 30, 2014			November 14, 2012 - June 30, 2014			June 1 - 30, 2014			November 14, 2012 - June 30, 2014

Shipping Revenues:

Pool revenues	$	-		$	45		$	18		$	(10	)
Time and bareboat charter revenues		-			-			-			-
Voyage charter revenues		-			-			-			-
		-			45			18			(10	)
Operating Expenses:
Voyage expenses		-			-			-			-
Vessel expenses		-			(50	)		(118	)		(327	)
Charter hire expenses		-			-			-			49
Depreciation and amortization		-			-			35			84
General and administrative		525			12,279			405			30,152
Goodwill and intangible assets impairment charge		-			-			-			-
(Gain)/loss on disposal of vessels, including impairments		-			-			-			0
Total Operating Expenses		525			12,228			322			29,958
Income/(loss) from Vessel Operations		(525	)		(12,184	)		(304	)		(29,969	)
Equity in Income/(loss) of Affiliated Companies		-			416			574			10,628
Operating Income/(loss)		(525	)		(11,768	)		269			(19,341	)
Other Income/(expense)		3			9,731			(2,117	)		(34,808	)
Income/(loss) before Interest Expense and Income Taxes		(522	)		(2,037	)		(1,847	)		(54,149	)
Interest Expense		(148,173	)		(148,173	)		-			0
Income/(loss) before Reorganization Items and Income Taxes		(148,695	)		(150,210	)		(1,847	)		(54,149	)
Reorganization Items, net		46,630			172,432			63			72
Income/(loss) before Income Taxes		(195,325	)		(322,642	)		(1,911	)		(54,220	)
Income Tax (Benefit)/Provision		(52,720	)		(72,063	)		6			166
Net Income/(Loss)	$	(142,605	)	$	(250,578	)	$	(1,917	)	$	(54,386	)

Preliminary and Unaudited

See Notes to Unaudited Condensed Consolidating Statements of Operations and Balance Sheets

Page 43 of 174

Appendix C

Overseas Shipholding Group, Inc.

Unaudited Condensed Consolidating Statements of Operations

For the Periods from June 1 - 30, 2014 and November 14, 2012 to June 30, 2014

	OSG Bulk Ships, Inc.						1372 Tanker Corporation
(000's)	June 1 - 30, 2014			November 14, 2012 - June 30, 2014			June 1 - 30, 2014			November 14, 2012 - June 30, 2014

Shipping Revenues:

Pool revenues	$	-		$	-		$	69		$	3,484
Time and bareboat charter revenues		-			-			-			-
Voyage charter revenues		-			-			867			17,586
		-			-			936			21,070
Operating Expenses:
Voyage expenses		-			-			878			12,422
Vessel expenses		43			487			383			5,377
Charter hire expenses		-			-			-			-
Depreciation and amortization		-			-			254			5,109
General and administrative		4			219			-			0
Goodwill and intangible assets impairment charge		-			-			-			-
(Gain)/loss on disposal of vessels, including impairments		-			(4	)		-			-
Total Operating Expenses		47			702			1,515			22,909
Income/(loss) from Vessel Operations		(47	)		(702	)		(579	)		(1,839	)
Equity in Income/(loss) of Affiliated Companies		-			-			-			-
Operating Income/(loss)		(47	)		(702	)		(579	)		(1,839	)
Other Income/(expense)		1			(3,555	)		(1	)		(15	)
Income/(loss) before Interest Expense and Income Taxes		(46	)		(4,257	)		(580	)		(1,855	)
Interest Expense		-			0			(1,938	)		(1,954	)
Income/(loss) before Reorganization Items and Income Taxes		(46	)		(4,257	)		(2,517	)		(3,809	)
Reorganization Items, net		-			-			774			1,062
Income/(loss) before Income Taxes		(46	)		(4,257	)		(3,291	)		(4,871	)
Income Tax (Benefit)/Provision		-			1,027			-			-
Net Income/(Loss)	$	(46	)	$	(5,283	)	$	(3,291	)	$	(4,871	)

Preliminary and Unaudited

See Notes to Unaudited Condensed Consolidating Statements of Operations and Balance Sheets

Page 44 of 174

Appendix C

Overseas Shipholding Group, Inc.

Unaudited Condensed Consolidating Statements of Operations

For the Periods from June 1 - 30, 2014 and November 14, 2012 to June 30, 2014

	Africa Tanker Corporation						Alcesmar Limited
(000's)	June 1 - 30, 2014			November 14, 2012 - June 30, 2014			June 1 - 30, 2014			November 14, 2012 - June 30, 2014

Shipping Revenues:

Pool revenues	$	-		$	-		$	286		$	7,398
Time and bareboat charter revenues		-			-			-			-
Voyage charter revenues		-			-			-			4
		-			-			286			7,402
Operating Expenses:
Voyage expenses		-			-			-			7
Vessel expenses		18			142			245			3,981
Charter hire expenses		-			-			-			-
Depreciation and amortization		-			-			82			2,292
General and administrative		-			337			-			0
Goodwill and intangible assets impairment charge		-			-			-			-
(Gain)/loss on disposal of vessels, including impairments		-			-			-			18,737
Total Operating Expenses		18			479			327			25,018
Income/(loss) from Vessel Operations		(18	)		(479	)		(41	)		(17,616	)
Equity in Income/(loss) of Affiliated Companies		2,504			48,098			-			-
Operating Income/(loss)		2,485			47,620			(41	)		(17,616	)
Other Income/(expense)		-			-			-			-
Income/(loss) before Interest Expense and Income Taxes		2,485			47,620			(41	)		(17,616	)
Interest Expense		-			-			(240	)		(248	)
Income/(loss) before Reorganization Items and Income Taxes		2,485			47,620			(281	)		(17,864	)
Reorganization Items, net		-			-			328			447
Income/(loss) before Income Taxes		2,485			47,620			(609	)		(18,311	)
Income Tax (Benefit)/Provision		-			-			-			-
Net Income/(Loss)	$	2,485		$	47,620		$	(609	)	$	(18,311	)

Preliminary and Unaudited

See Notes to Unaudited Condensed Consolidating Statements of Operations and Balance Sheets

Page 45 of 174

Appendix C

Overseas Shipholding Group, Inc.

Unaudited Condensed Consolidating Statements of Operations

For the Periods from June 1 - 30, 2014 and November 14, 2012 to June 30, 2014

	Alcmar Limited						Alpha Suezmax Corporation
(000's)	June 1 - 30, 2014			November 14, 2012 - June 30, 2014			June 1 - 30, 2014			November 14, 2012 - June 30, 2014

Shipping Revenues:

Pool revenues	$	289		$	7,500		$	5		$	(97	)
Time and bareboat charter revenues		-			0			-			1,276
Voyage charter revenues		-			3			-			14
		289			7,502			5			1,193
Operating Expenses:
Voyage expenses		-			(30	)		(19	)		166
Vessel expenses		218			4,346			(0	)		422
Charter hire expenses		-			-			-			1,580
Depreciation and amortization		83			1,958			-			133
General and administrative		-			0			-			0
Goodwill and intangible assets impairment charge		-			-			-			-
(Gain)/loss on disposal of vessels, including impairments		-			18,356			-			-
Total Operating Expenses		301			24,630			(20	)		2,301
Income/(loss) from Vessel Operations		(12	)		(17,128	)		25			(1,108	)
Equity in Income/(loss) of Affiliated Companies		-			-			-			-
Operating Income/(loss)		(12	)		(17,128	)		25			(1,108	)
Other Income/(expense)		-			-			-			-
Income/(loss) before Interest Expense and Income Taxes		(12	)		(17,128	)		25			(1,108	)
Interest Expense		(240	)		(248	)		(496	)		(496	)
Income/(loss) before Reorganization Items and Income Taxes		(251	)		(17,376	)		(471	)		(1,604	)
Reorganization Items, net		328			447			-			15,492
Income/(loss) before Income Taxes		(580	)		(17,823	)		(471	)		(17,096	)
Income Tax (Benefit)/Provision		-			-			-			-
Net Income/(Loss)	$	(580	)	$	(17,823	)	$	(471	)	$	(17,096	)

Preliminary and Unaudited

See Notes to Unaudited Condensed Consolidating Statements of Operations and Balance Sheets

Page 46 of 174

Appendix C

Overseas Shipholding Group, Inc.

Unaudited Condensed Consolidating Statements of Operations

For the Periods from June 1 - 30, 2014 and November 14, 2012 to June 30, 2014

	Alpha Tanker Corporation					Amalia Product Corporation
(000's)	June 1 - 30, 2014		November 14, 2012 - June 30, 2014			June 1 - 30, 2014		November 14, 2012 - June 30, 2014

Shipping Revenues:

Pool revenues	$	57	$	54		$	41	$	7,812
Time and bareboat charter revenues		-		-			424		2,345
Voyage charter revenues		-		-			-		15
		57		54			464		10,171
Operating Expenses:
Voyage expenses		-		-			8		(205	)
Vessel expenses		-		-			206		3,885
Charter hire expenses		-		131			-		-
Depreciation and amortization		-		-			246		5,663
General and administrative		-		-			-		0
Goodwill and intangible assets impairment charge		-		-			-		-
(Gain)/loss on disposal of vessels, including impairments		-		-			-		-
Total Operating Expenses		-		131			460		9,344
Income/(loss) from Vessel Operations		57		(77	)		4		828
Equity in Income/(loss) of Affiliated Companies		-		-			-		-
Operating Income/(loss)		57		(77	)		4		828
Other Income/(expense)		-		-			-		-
Income/(loss) before Interest Expense and Income Taxes		57		(77	)		4		828
Interest Expense		-		-			-		-
Income/(loss) before Reorganization Items and Income Taxes		57		(77	)		4		828
Reorganization Items, net		-		-			-		-
Income/(loss) before Income Taxes		57		(77	)		4		828
Income Tax (Benefit)/Provision		-		-			-		-
Net Income/(Loss)	$	57	$	(77	)	$	4	$	828

Preliminary and Unaudited

See Notes to Unaudited Condensed Consolidating Statements of Operations and Balance Sheets

Page 47 of 174

Appendix C

Overseas Shipholding Group, Inc.

Unaudited Condensed Consolidating Statements of Operations

For the Periods from June 1 - 30, 2014 and November 14, 2012 to June 30, 2014

	Ambermar Product Carrier Corporation					Ambermar Tanker Corporation
(000's)	June 1 - 30, 2014		November 14, 2012 - June 30, 2014			June 1 - 30, 2014			November 14, 2012 - June 30, 2014

Shipping Revenues:

Pool revenues	$	-	$	-		$	-		$	-
Time and bareboat charter revenues		-		2,404			-			-
Voyage charter revenues		754		11,526			-			-
		754		13,931			-			-
Operating Expenses:
Voyage expenses		393		6,369			-			(4	)
Vessel expenses		254		4,514			(259	)		(247	)
Charter hire expenses		-		-			-			-
Depreciation and amortization		77		1,685			-			-
General and administrative		-		0			1			1
Goodwill and intangible assets impairment charge		-		-			-			-
(Gain)/loss on disposal of vessels, including impairments		-		15,735			-			-
Total Operating Expenses		724		28,303			(258	)		(250	)
Income/(loss) from Vessel Operations		30		(14,373	)		258			250
Equity in Income/(loss) of Affiliated Companies		-		-			-			-
Operating Income/(loss)		30		(14,373	)		258			250
Other Income/(expense)		-		-			-			-
Income/(loss) before Interest Expense and Income Taxes		30		(14,373	)		258			250
Interest Expense		-		-			-			-
Income/(loss) before Reorganization Items and Income Taxes		30		(14,373	)		258			250
Reorganization Items, net		-		-			-			-
Income/(loss) before Income Taxes		30		(14,373	)		258			250
Income Tax (Benefit)/Provision		-		-			-			-
Net Income/(Loss)	$	30	$	(14,373	)	$	258		$	250

Preliminary and Unaudited

See Notes to Unaudited Condensed Consolidating Statements of Operations and Balance Sheets

Page 48 of 174

Appendix C

Overseas Shipholding Group, Inc.

Unaudited Condensed Consolidating Statements of Operations

For the Periods from June 1 - 30, 2014 and November 14, 2012 to June 30, 2014

	Andromar Limited						Antigmar Limited
(000's)	June 1 - 30, 2014			November 14, 2012 - June 30, 2014			June 1 - 30, 2014			November 14, 2012 - June 30, 2014

Shipping Revenues:

Pool revenues	$	368		$	7,463		$	165		$	7,445
Time and bareboat charter revenues		-			-			-			-
Voyage charter revenues		-			(5	)		-			51
		368			7,458			165			7,496
Operating Expenses:
Voyage expenses		-			(0	)		-			73
Vessel expenses		310			4,035			63			4,068
Charter hire expenses		-			-			-			-
Depreciation and amortization		82			2,033			113			1,856
General and administrative		-			0			-			0
Goodwill and intangible assets impairment charge		-			-			-			-
(Gain)/loss on disposal of vessels, including impairments		-			19,207			-			18,905
Total Operating Expenses		393			25,275			176			24,902
Income/(loss) from Vessel Operations		(24	)		(17,817	)		(11	)		(17,406	)
Equity in Income/(loss) of Affiliated Companies		-			-			-			-
Operating Income/(loss)		(24	)		(17,817	)		(11	)		(17,406	)
Other Income/(expense)		-			-			-			-
Income/(loss) before Interest Expense and Income Taxes		(24	)		(17,817	)		(11	)		(17,406	)
Interest Expense		(240	)		(248	)		(240	)		(248	)
Income/(loss) before Reorganization Items and Income Taxes		(264	)		(18,065	)		(251	)		(17,654	)
Reorganization Items, net		328			447			328			447
Income/(loss) before Income Taxes		(592	)		(18,512	)		(579	)		(18,101	)
Income Tax (Benefit)/Provision		-			-			-			-
Net Income/(Loss)	$	(592	)	$	(18,512	)	$	(579	)	$	(18,101	)

Preliminary and Unaudited

See Notes to Unaudited Condensed Consolidating Statements of Operations and Balance Sheets

Page 49 of 174

Appendix C

Overseas Shipholding Group, Inc.

Unaudited Condensed Consolidating Statements of Operations

For the Periods from June 1 - 30, 2014 and November 14, 2012 to June 30, 2014

	Aqua Tanker Corporation						Aquarius Tanker Corporation
(000's)	June 1 - 30, 2014			November 14, 2012 - June 30, 2014			June 1 - 30, 2014			November 14, 2012 - June 30, 2014

Shipping Revenues:

Pool revenues	$	(0	)	$	(4	)	$	-		$	-
Time and bareboat charter revenues		-			-			-			-
Voyage charter revenues		-			-			-			4,599
		(0	)		(4	)		-			4,599
Operating Expenses:
Voyage expenses		-			-			(1	)		2,694
Vessel expenses		-			-			-			15
Charter hire expenses		-			(203	)		-			1,918
Depreciation and amortization		-			-			-			-
General and administrative		-			3			-			-
Goodwill and intangible assets impairment charge		-			-			-			-
(Gain)/loss on disposal of vessels, including impairments		-			-			-			-
Total Operating Expenses		-			(200	)		(1	)		4,627
Income/(loss) from Vessel Operations		(0	)		196			1			(28	)
Equity in Income/(loss) of Affiliated Companies		-			-			-			-
Operating Income/(loss)		(0	)		196			1			(28	)
Other Income/(expense)		-			-			-			-
Income/(loss) before Interest Expense and Income Taxes		(0	)		196			1			(28	)
Interest Expense		-			-			(162	)		(162	)
Income/(loss) before Reorganization Items and Income Taxes		(0	)		196			(161	)		(190	)
Reorganization Items, net		-			-			-			2,343
Income/(loss) before Income Taxes		(0	)		196			(161	)		(2,533	)
Income Tax (Benefit)/Provision		-			-			-			-
Net Income/(Loss)	$	(0	)	$	196		$	(161	)	$	(2,533	)

Preliminary and Unaudited

See Notes to Unaudited Condensed Consolidating Statements of Operations and Balance Sheets

Page 50 of 174

Appendix C

Overseas Shipholding Group, Inc.

Unaudited Condensed Consolidating Statements of Operations

For the Periods from June 1 - 30, 2014 and November 14, 2012 to June 30, 2014

	Ariadmar Limited						Aspro Tanker Corporation
(000's)	June 1 - 30, 2014			November 14, 2012 - June 30, 2014			June 1 - 30, 2014		November 14, 2012 - June 30, 2014

Shipping Revenues:

Pool revenues	$	226		$	7,708		$	8	$	5
Time and bareboat charter revenues		-			-			-		-
Voyage charter revenues		-			-			-		-
		226			7,708			8		5
Operating Expenses:
Voyage expenses		-			26			-		-
Vessel expenses		342			3,845			-		-
Charter hire expenses		-			-			-		57
Depreciation and amortization		102			2,155			-		-
General and administrative		-			0			-		-
Goodwill and intangible assets impairment charge		-			-			-		-
(Gain)/loss on disposal of vessels, including impairments		-			19,082			-		-
Total Operating Expenses		444			25,108			-		57
Income/(loss) from Vessel Operations		(218	)		(17,400	)		8		(52	)
Equity in Income/(loss) of Affiliated Companies		-			-			-		-
Operating Income/(loss)		(218	)		(17,400	)		8		(52	)
Other Income/(expense)		-			-			-		-
Income/(loss) before Interest Expense and Income Taxes		(218	)		(17,400	)		8		(52	)
Interest Expense		(240	)		(248	)		-		-
Income/(loss) before Reorganization Items and Income Taxes		(458	)		(17,648	)		8		(52	)
Reorganization Items, net		328			447			-		-
Income/(loss) before Income Taxes		(786	)		(18,095	)		8		(52	)
Income Tax (Benefit)/Provision		-			-			-		-
Net Income/(Loss)	$	(786	)	$	(18,095	)	$	8	$	(52	)

Preliminary and Unaudited

See Notes to Unaudited Condensed Consolidating Statements of Operations and Balance Sheets

Page 51 of 174

Appendix C

Overseas Shipholding Group, Inc.

Unaudited Condensed Consolidating Statements of Operations

For the Periods from June 1 - 30, 2014 and November 14, 2012 to June 30, 2014

	Atalmar Limited						Athens Product Tanker Corporation
(000's)	June 1 - 30, 2014			November 14, 2012 - June 30, 2014			June 1 - 30, 2014			November 14, 2012 - June 30, 2014

Shipping Revenues:

Pool revenues	$	-		$	-		$	145		$	145
Time and bareboat charter revenues		-			-			-			-
Voyage charter revenues		17			17,791			164			18,536
		17			17,791			309			18,681
Operating Expenses:
Voyage expenses		(107	)		10,486			188			9,495
Vessel expenses		371			3,840			289			3,295
Charter hire expenses		-			-			-			-
Depreciation and amortization		96			2,040			132			2,611
General and administrative		-			0			-			0
Goodwill and intangible assets impairment charge		-			-			-			-
(Gain)/loss on disposal of vessels, including impairments		-			18,960			-			-
Total Operating Expenses		360			35,327			609			15,401
Income/(loss) from Vessel Operations		(342	)		(17,536	)		(300	)		3,280
Equity in Income/(loss) of Affiliated Companies		-			-			-			-
Operating Income/(loss)		(342	)		(17,536	)		(300	)		3,280
Other Income/(expense)		-			-			-			-
Income/(loss) before Interest Expense and Income Taxes		(342	)		(17,536	)		(300	)		3,280
Interest Expense		-			-			-			-
Income/(loss) before Reorganization Items and Income Taxes		(342	)		(17,536	)		(300	)		3,280
Reorganization Items, net		-			-			-			-
Income/(loss) before Income Taxes		(342	)		(17,536	)		(300	)		3,280
Income Tax (Benefit)/Provision		-			-			-			-
Net Income/(Loss)	$	(342	)	$	(17,536	)	$	(300	)	$	3,280

Preliminary and Unaudited

See Notes to Unaudited Condensed Consolidating Statements of Operations and Balance Sheets

Page 52 of 174

Appendix C

Overseas Shipholding Group, Inc.

Unaudited Condensed Consolidating Statements of Operations

For the Periods from June 1 - 30, 2014 and November 14, 2012 to June 30, 2014

	Atlas Chartering Corporation						Aurora Shipping Corporation
(000's)	June 1 - 30, 2014			November 14, 2012 - June 30, 2014			June 1 - 30, 2014			November 14, 2012 - June 30, 2014

Shipping Revenues:

Pool revenues	$	-		$	-		$	42		$	3,501
Time and bareboat charter revenues		-			-			-			2,808
Voyage charter revenues		-			3,975			1,597			8,618
		-			3,975			1,639			14,926
Operating Expenses:
Voyage expenses		0			2,058			1,519			6,352
Vessel expenses		-			9			275			6,874
Charter hire expenses		-			1,982			-			-
Depreciation and amortization		-			-			237			4,636
General and administrative		-			-			-			0
Goodwill and intangible assets impairment charge		-			-			-			-
(Gain)/loss on disposal of vessels, including impairments		-			-			-			-
Total Operating Expenses		0			4,050			2,032			17,862
Income/(loss) from Vessel Operations		(0	)		(75	)		(392	)		(2,936	)
Equity in Income/(loss) of Affiliated Companies		-			-			-			-
Operating Income/(loss)		(0	)		(75	)		(392	)		(2,936	)
Other Income/(expense)		-			-			-			-
Income/(loss) before Interest Expense and Income Taxes		(0	)		(75	)		(392	)		(2,936	)
Interest Expense		(302	)		(302	)		-			-
Income/(loss) before Reorganization Items and Income Taxes		(302	)		(377	)		(392	)		(2,936	)
Reorganization Items, net		-			4,376			-			-
Income/(loss) before Income Taxes		(302	)		(4,753	)		(392	)		(2,936	)
Income Tax (Benefit)/Provision		-			-			-			-
Net Income/(Loss)	$	(302	)	$	(4,753	)	$	(392	)	$	(2,936	)

Preliminary and Unaudited

See Notes to Unaudited Condensed Consolidating Statements of Operations and Balance Sheets

Page 53 of 174

Appendix C

Overseas Shipholding Group, Inc.

Unaudited Condensed Consolidating Statements of Operations

For the Periods from June 1 - 30, 2014 and November 14, 2012 to June 30, 2014

	Avila Tanker Corporation					Batangas Tanker Corporation
(000's)	June 1 - 30, 2014		November 14, 2012 - June 30, 2014			June 1 - 30, 2014			November 14, 2012 - June 30, 2014

Shipping Revenues:

Pool revenues	$	8	$	4		$	-		$	-
Time and bareboat charter revenues		-		-			-			-
Voyage charter revenues		-		-			990			17,854
		8		4			990			17,854
Operating Expenses:
Voyage expenses		-		-			704			11,183
Vessel expenses		-		-			155			2,361
Charter hire expenses		-		(81	)		-			-
Depreciation and amortization		-		-			217			2,537
General and administrative		-		-			-			-
Goodwill and intangible assets impairment charge		-		-			-			-
(Gain)/loss on disposal of vessels, including impairments		-		-			-			-
Total Operating Expenses		-		(81	)		1,076			16,082
Income/(loss) from Vessel Operations		8		85			(86	)		1,772
Equity in Income/(loss) of Affiliated Companies		-		-			-			-
Operating Income/(loss)		8		85			(86	)		1,772
Other Income/(expense)		-		-			-			-
Income/(loss) before Interest Expense and Income Taxes		8		85			(86	)		1,772
Interest Expense		-		-			-			-
Income/(loss) before Reorganization Items and Income Taxes		8		85			(86	)		1,772
Reorganization Items, net		-		-			-			-
Income/(loss) before Income Taxes		8		85			(86	)		1,772
Income Tax (Benefit)/Provision		-		-			-			-
Net Income/(Loss)	$	8	$	85		$	(86	)	$	1,772

Preliminary and Unaudited

See Notes to Unaudited Condensed Consolidating Statements of Operations and Balance Sheets

Page 54 of 174

Appendix C

Overseas Shipholding Group, Inc.

Unaudited Condensed Consolidating Statements of Operations

For the Periods from June 1 - 30, 2014 and November 14, 2012 to June 30, 2014

	Beta Aframax Corporation						Brooklyn Product Tanker Corporation
(000's)	June 1 - 30, 2014			November 14, 2012 - June 30, 2014			June 1 - 30, 2014			November 14, 2012 - June 30, 2014

Shipping Revenues:

Pool revenues	$	0		$	(11	)	$	-		$	-
Time and bareboat charter revenues		-			1,708			-			-
Voyage charter revenues		-			-			-			22
		0			1,697			-			22
Operating Expenses:
Voyage expenses		-			-			-			(68	)
Vessel expenses		0			571			(1	)		62
Charter hire expenses		-			1,714			-			-
Depreciation and amortization		-			26			-			-
General and administrative		-			1			-			-
Goodwill and intangible assets impairment charge		-			-			-			-
(Gain)/loss on disposal of vessels, including impairments		-			-			-			(20	)
Total Operating Expenses		0			2,311			(1	)		(26	)
Income/(loss) from Vessel Operations		0			(614	)		1			47
Equity in Income/(loss) of Affiliated Companies		-			-			-			-
Operating Income/(loss)		0			(614	)		1			47
Other Income/(expense)		-			-			-			-
Income/(loss) before Interest Expense and Income Taxes		0			(614	)		1			47
Interest Expense		-			-			-			-
Income/(loss) before Reorganization Items and Income Taxes		0			(614	)		1			47
Reorganization Items, net		1,492			33,452			-			-
Income/(loss) before Income Taxes		(1,492	)		(34,066	)		1			47
Income Tax (Benefit)/Provision		-			-			-			-
Net Income/(Loss)	$	(1,492	)	$	(34,066	)	$	1		$	47

Preliminary and Unaudited

See Notes to Unaudited Condensed Consolidating Statements of Operations and Balance Sheets

Page 55 of 174

Appendix C

Overseas Shipholding Group, Inc.

Unaudited Condensed Consolidating Statements of Operations

For the Periods from June 1 - 30, 2014 and November 14, 2012 to June 30, 2014

	Cabo Hellas Limited						Cabo Sounion Limited
(000's)	June 1 - 30, 2014			November 14, 2012 - June 30, 2014			June 1 - 30, 2014			November 14, 2012 - June 30, 2014

Shipping Revenues:

Pool revenues	$	-		$	-		$	-		$	-
Time and bareboat charter revenues		398			6,999			398			7,157
Voyage charter revenues		-			12			-			19
		398			7,011			398			7,177
Operating Expenses:
Voyage expenses		16			196			8			199
Vessel expenses		258			4,181			436			4,371
Charter hire expenses		-			-			-			-
Depreciation and amortization		150			3,591			155			3,772
General and administrative		-			0			-			0
Goodwill and intangible assets impairment charge		-			-			-			-
(Gain)/loss on disposal of vessels, including impairments		-			17,172			-			18,004
Total Operating Expenses		424			25,140			599			26,345
Income/(loss) from Vessel Operations		(27	)		(18,129	)		(202	)		(19,169	)
Equity in Income/(loss) of Affiliated Companies		-			-			-			-
Operating Income/(loss)		(27	)		(18,129	)		(202	)		(19,169	)
Other Income/(expense)		-			-			-			-
Income/(loss) before Interest Expense and Income Taxes		(27	)		(18,129	)		(202	)		(19,169	)
Interest Expense		-			-			-			-
Income/(loss) before Reorganization Items and Income Taxes		(27	)		(18,129	)		(202	)		(19,169	)
Reorganization Items, net		-			-			-			-
Income/(loss) before Income Taxes		(27	)		(18,129	)		(202	)		(19,169	)
Income Tax (Benefit)/Provision		-			-			-			-
Net Income/(Loss)	$	(27	)	$	(18,129	)	$	(202	)	$	(19,169	)

Preliminary and Unaudited

See Notes to Unaudited Condensed Consolidating Statements of Operations and Balance Sheets

Page 56 of 174

Appendix C

Overseas Shipholding Group, Inc.

Unaudited Condensed Consolidating Statements of Operations

For the Periods from June 1 - 30, 2014 and November 14, 2012 to June 30, 2014

	Caribbean Tanker Corporation						Carina Tanker Corporation
(000's)	June 1 - 30, 2014			November 14, 2012 - June 30, 2014			June 1 - 30, 2014			November 14, 2012 - June 30, 2014

Shipping Revenues:

Pool revenues	$	(0	)	$	(5	)	$	-		$	-
Time and bareboat charter revenues		-			-			-			-
Voyage charter revenues		1,066			18,215			(0	)		4,818
		1,066			18,210			(0	)		4,818
Operating Expenses:
Voyage expenses		919			9,696			(23	)		2,082
Vessel expenses		228			5,761			0			14
Charter hire expenses		-			-			-			2,146
Depreciation and amortization		50			1,346			-			-
General and administrative		-			0			-			-
Goodwill and intangible assets impairment charge		-			-			-			-
(Gain)/loss on disposal of vessels, including impairments		-			17,385			-			-
Total Operating Expenses		1,198			34,188			(23	)		4,242
Income/(loss) from Vessel Operations		(132	)		(15,979	)		23			575
Equity in Income/(loss) of Affiliated Companies		-			-			-			-
Operating Income/(loss)		(132	)		(15,979	)		23			575
Other Income/(expense)		-			-			-			-
Income/(loss) before Interest Expense and Income Taxes		(132	)		(15,979	)		23			575
Interest Expense		-			-			(283	)		(283	)
Income/(loss) before Reorganization Items and Income Taxes		(132	)		(15,979	)		(260	)		292
Reorganization Items, net		-			-			-			4,102
Income/(loss) before Income Taxes		(132	)		(15,979	)		(260	)		(3,810	)
Income Tax (Benefit)/Provision		-			-			-			-
Net Income/(Loss)	$	(132	)	$	(15,979	)	$	(260	)	$	(3,810	)

Preliminary and Unaudited

See Notes to Unaudited Condensed Consolidating Statements of Operations and Balance Sheets

Page 57 of 174

Appendix C

Overseas Shipholding Group, Inc.

Unaudited Condensed Consolidating Statements of Operations

For the Periods from June 1 - 30, 2014 and November 14, 2012 to June 30, 2014

	Carl Product Corporation						Concept Tanker Corporation
(000's)	June 1 - 30, 2014			November 14, 2012 - June 30, 2014			June 1 - 30, 2014			November 14, 2012 - June 30, 2014

Shipping Revenues:

Pool revenues	$	4		$	(5	)	$	299		$	8,115
Time and bareboat charter revenues		431			7,776			-			-
Voyage charter revenues		-			14			-			-
		435			7,785			299			8,115
Operating Expenses:
Voyage expenses		11			(168	)		-			21
Vessel expenses		211			3,703			4			92
Charter hire expenses		-			-			491			8,183
Depreciation and amortization		247			5,591			-			-
General and administrative		-			0			-			-
Goodwill and intangible assets impairment charge		-			-			-			-
(Gain)/loss on disposal of vessels, including impairments		-			-			-			-
Total Operating Expenses		469			9,126			495			8,296
Income/(loss) from Vessel Operations		(34	)		(1,341	)		(196	)		(181	)
Equity in Income/(loss) of Affiliated Companies		-			-			-			-
Operating Income/(loss)		(34	)		(1,341	)		(196	)		(181	)
Other Income/(expense)		-			-			-			-
Income/(loss) before Interest Expense and Income Taxes		(34	)		(1,341	)		(196	)		(181	)
Interest Expense		-			-			(188	)		(188	)
Income/(loss) before Reorganization Items and Income Taxes		(34	)		(1,341	)		(385	)		(369	)
Reorganization Items, net		-			-			-			1,943
Income/(loss) before Income Taxes		(34	)		(1,341	)		(385	)		(2,312	)
Income Tax (Benefit)/Provision		-			-			-			-
Net Income/(Loss)	$	(34	)	$	(1,341	)	$	(385	)	$	(2,312	)

Preliminary and Unaudited

See Notes to Unaudited Condensed Consolidating Statements of Operations and Balance Sheets

Page 58 of 174

Appendix C

Overseas Shipholding Group, Inc.

Unaudited Condensed Consolidating Statements of Operations

For the Periods from June 1 - 30, 2014 and November 14, 2012 to June 30, 2014

	Crown Tanker Corporation				Delphina Tanker Corporation
(000's)	June 1 - 30, 2014		November 14, 2012 - June 30, 2014		June 1 - 30, 2014		November 14, 2012 - June 30, 2014

Shipping Revenues:

Pool revenues	$	-	$	39	$	-	$	-
Time and bareboat charter revenues		-		-		-		-
Voyage charter revenues		-		-		-		-
		-		39		-		-
Operating Expenses:
Voyage expenses		-		-		-		-
Vessel expenses		-		0		-		-
Charter hire expenses		-		-		-		-
Depreciation and amortization		-		-		-		-
General and administrative		-		-		-		-
Goodwill and intangible assets impairment charge		-		-		-		-
(Gain)/loss on disposal of vessels, including impairments		-		-		-		-
Total Operating Expenses		-		0		-		-
Income/(loss) from Vessel Operations		-		39		-		-
Equity in Income/(loss) of Affiliated Companies		-		-		-		-
Operating Income/(loss)		-		39		-		-
Other Income/(expense)		-		-		-		-
Income/(loss) before Interest Expense and Income Taxes		-		39		-		-
Interest Expense		-		-		-		-
Income/(loss) before Reorganization Items and Income Taxes		-		39		-		-
Reorganization Items, net		-		-		-		-
Income/(loss) before Income Taxes		-		39		-		-
Income Tax (Benefit)/Provision		-		-		-		-
Net Income/(Loss)	$	-	$	39	$	-	$	-

Preliminary and Unaudited

See Notes to Unaudited Condensed Consolidating Statements of Operations and Balance Sheets

Page 59 of 174

Appendix C

Overseas Shipholding Group, Inc.

Unaudited Condensed Consolidating Statements of Operations

For the Periods from June 1 - 30, 2014 and November 14, 2012 to June 30, 2014

	Delta Aframax Corporation						DHT Ania Aframax Corp.
(000's)	June 1 - 30, 2014			November 14, 2012 - June 30, 2014			June 1 - 30, 2014			November 14, 2012 - June 30, 2014

Shipping Revenues:

Pool revenues	$	4		$	(66	)	$	(0	)	$	(5	)
Time and bareboat charter revenues		-			6,163			-			-
Voyage charter revenues		1,394			4,594			-			-
		1,397			10,691			(0	)		(5	)
Operating Expenses:
Voyage expenses		720			3,576			-			-
Vessel expenses		216			5,169			-			-
Charter hire expenses		-			-			-			-
Depreciation and amortization		151			3,563			-			-
General and administrative		-			0			-			-
Goodwill and intangible assets impairment charge		-			-			-			-
(Gain)/loss on disposal of vessels, including impairments		-			24,359			-			-
Total Operating Expenses		1,087			36,666			-			-
Income/(loss) from Vessel Operations		310			(25,976	)		(0	)		(5	)
Equity in Income/(loss) of Affiliated Companies		-			-			-			-
Operating Income/(loss)		310			(25,976	)		(0	)		(5	)
Other Income/(expense)		-			-			-			-
Income/(loss) before Interest Expense and Income Taxes		310			(25,976	)		(0	)		(5	)
Interest Expense		(1,654	)		(1,688	)		-			-
Income/(loss) before Reorganization Items and Income Taxes		(1,344	)		(27,663	)		(0	)		(5	)
Reorganization Items, net		609			1,037			-			(12	)
Income/(loss) before Income Taxes		(1,953	)		(28,700	)		(0	)		7
Income Tax (Benefit)/Provision		-			-			-			-
Net Income/(Loss)	$	(1,953	)	$	(28,700	)	$	(0	)	$	7

Preliminary and Unaudited

See Notes to Unaudited Condensed Consolidating Statements of Operations and Balance Sheets

Page 60 of 174

Appendix C

Overseas Shipholding Group, Inc.

Unaudited Condensed Consolidating Statements of Operations

For the Periods from June 1 - 30, 2014 and November 14, 2012 to June 30, 2014

	DHT Ann VLCC Corp.					DHT Cathy Aframax Corp.
(000's)	June 1 - 30, 2014		November 14, 2012 - June 30, 2014			June 1 - 30, 2014		November 14, 2012 - June 30, 2014

Shipping Revenues:

Pool revenues	$	-	$	586		$	4	$	223
Time and bareboat charter revenues		-		-			-		-
Voyage charter revenues		-		-			-		-
		-		586			4		223
Operating Expenses:
Voyage expenses		-		101			-		24
Vessel expenses		-		3			-		(4	)
Charter hire expenses		-		1,615			-		964
Depreciation and amortization		-		-			-		-
General and administrative		-		-			-		-
Goodwill and intangible assets impairment charge		-		-			-		-
(Gain)/loss on disposal of vessels, including impairments		-		-			-		-
Total Operating Expenses		-		1,719			-		984
Income/(loss) from Vessel Operations		-		(1,133	)		4		(761	)
Equity in Income/(loss) of Affiliated Companies		-		-			-		-
Operating Income/(loss)		-		(1,133	)		4		(761	)
Other Income/(expense)		-		-			-		-
Income/(loss) before Interest Expense and Income Taxes		-		(1,133	)		4		(761	)
Interest Expense		-		-			-		-
Income/(loss) before Reorganization Items and Income Taxes		-		(1,133	)		4		(761	)
Reorganization Items, net		-		(119	)		-		(12	)
Income/(loss) before Income Taxes		-		(1,014	)		4		(749	)
Income Tax (Benefit)/Provision		-		-			-		-
Net Income/(Loss)	$	-	$	(1,014	)	$	4	$	(749	)

Preliminary and Unaudited

See Notes to Unaudited Condensed Consolidating Statements of Operations and Balance Sheets

Page 61 of 174

Appendix C

Overseas Shipholding Group, Inc.

Unaudited Condensed Consolidating Statements of Operations

For the Periods from June 1 - 30, 2014 and November 14, 2012 to June 30, 2014

	DHT Chris VLCC Corp.					DHT Rebecca Aframax Corp.
(000's)	June 1 - 30, 2014		November 14, 2012 - June 30, 2014			June 1 - 30, 2014			November 14, 2012 - June 30, 2014

Shipping Revenues:

Pool revenues	$	-	$	43		$	(0	)	$	(6	)
Time and bareboat charter revenues		-		-			-			-
Voyage charter revenues		-		-			-			-
		-		43			(0	)		(6	)
Operating Expenses:
Voyage expenses		-		(0	)		-			-
Vessel expenses		-		(6	)		-			(0	)
Charter hire expenses		-		-			-			-
Depreciation and amortization		-		-			-			-
General and administrative		-		-			-			-
Goodwill and intangible assets impairment charge		-		-			-			-
(Gain)/loss on disposal of vessels, including impairments		-		-			-			-
Total Operating Expenses		-		(6	)		-			(0	)
Income/(loss) from Vessel Operations		-		48			(0	)		(5	)
Equity in Income/(loss) of Affiliated Companies		-		-			-			-
Operating Income/(loss)		-		48			(0	)		(5	)
Other Income/(expense)		-		-			-			-
Income/(loss) before Interest Expense and Income Taxes		-		48			(0	)		(5	)
Interest Expense		-		-			-			-
Income/(loss) before Reorganization Items and Income Taxes		-		48			(0	)		(5	)
Reorganization Items, net		-		144			-			-
Income/(loss) before Income Taxes		-		(96	)		(0	)		(5	)
Income Tax (Benefit)/Provision		-		-			-			-
Net Income/(Loss)	$	-	$	(96	)	$	(0	)	$	(5	)

Preliminary and Unaudited

See Notes to Unaudited Condensed Consolidating Statements of Operations and Balance Sheets

Page 62 of 174

Appendix C

Overseas Shipholding Group, Inc.

Unaudited Condensed Consolidating Statements of Operations

For the Periods from June 1 - 30, 2014 and November 14, 2012 to June 30, 2014

	DHT Regal Unity VLCC Corp.					DHT Sophie Aframax Corp.
(000's)	June 1 - 30, 2014		November 14, 2012 - June 30, 2014			June 1 - 30, 2014		November 14, 2012 - June 30, 2014

Shipping Revenues:

Pool revenues	$	-	$	(22	)	$	4	$	(80	)
Time and bareboat charter revenues		-		-			-		-
Voyage charter revenues		-		-			-		-
		-		(22	)		4		(80	)
Operating Expenses:
Voyage expenses		-		-			-		(3	)
Vessel expenses		-		0			-		16
Charter hire expenses		-		-			-		-
Depreciation and amortization		-		-			-		-
General and administrative		-		-			-		-
Goodwill and intangible assets impairment charge		-		-			-		-
(Gain)/loss on disposal of vessels, including impairments		-		-			-		-
Total Operating Expenses		-		0			-		13
Income/(loss) from Vessel Operations		-		(22	)		4		(93	)
Equity in Income/(loss) of Affiliated Companies		-		-			-		-
Operating Income/(loss)		-		(22	)		4		(93	)
Other Income/(expense)		-		-			-		-
Income/(loss) before Interest Expense and Income Taxes		-		(22	)		4		(93	)
Interest Expense		-		-			-		-
Income/(loss) before Reorganization Items and Income Taxes		-		(22	)		4		(93	)
Reorganization Items, net		-		258			-		17
Income/(loss) before Income Taxes		-		(280	)		4		(110	)
Income Tax (Benefit)/Provision		-		-			-		-
Net Income/(Loss)	$	-	$	(280	)	$	4	$	(110	)

Preliminary and Unaudited

See Notes to Unaudited Condensed Consolidating Statements of Operations and Balance Sheets

Page 63 of 174

Appendix C

Overseas Shipholding Group, Inc.

Unaudited Condensed Consolidating Statements of Operations

For the Periods from June 1 - 30, 2014 and November 14, 2012 to June 30, 2014

	Dignity Chartering Corporation						Edindun Shipping Corporation
(000's)	June 1 - 30, 2014			November 14, 2012 - June 30, 2014			June 1 - 30, 2014		November 14, 2012 – June 30, 2014

Shipping Revenues:

Pool revenues	$	7		$	385		$	-	$	-
Time and bareboat charter revenues		-			-			-		-
Voyage charter revenues		-			(14	)		-		-
		7			372			-		-
Operating Expenses:
Voyage expenses		-			16			-		-
Vessel expenses		(1	)		360			-		-
Charter hire expenses		-			1,059			-		-
Depreciation and amortization		-			68			-		-
General and administrative		-			0			-		-
Goodwill and intangible assets impairment charge		-			-			-		-
(Gain)/loss on disposal of vessels, including impairments		-			-			-		-
Total Operating Expenses		(1	)		1,503			-		-
Income/(loss) from Vessel Operations		8			(1,131	)		-		-
Equity in Income/(loss) of Affiliated Companies		-			-			-		-
Operating Income/(loss)		8			(1,131	)		-		-
Other Income/(expense)		-			-			-		-
Income/(loss) before Interest Expense and Income Taxes		8			(1,131	)		-		-
Interest Expense		(1,200	)		(1,200	)		-		-
Income/(loss) before Reorganization Items and Income Taxes		(1,193	)		(2,332	)		-		-
Reorganization Items, net		-			34,442			-		-
Income/(loss) before Income Taxes		(1,193	)		(36,774	)		-		-
Income Tax (Benefit)/Provision		-			-			-		-
Net Income/(Loss)	$	(1,193	)	$	(36,774	)	$	-	$	-

Preliminary and Unaudited

See Notes to Unaudited Condensed Consolidating Statements of Operations and Balance Sheets

Page 64 of 174

Appendix C

Overseas Shipholding Group, Inc.

Unaudited Condensed Consolidating Statements of Operations

For the Periods from June 1 - 30, 2014 and November 14, 2012 to June 30, 2014

	Eighth Aframax Tanker Corporation					Epsilon Aframax Corporation
(000's)	June 1 - 30, 2014			November 14, 2012 - June 30, 2014		June 1 - 30, 2014			November 14, 2012 - June 30, 2014

Shipping Revenues:

Pool revenues	$	-		$	2,012	$	(0	)	$	1,947
Time and bareboat charter revenues		-			-		-			-
Voyage charter revenues		1,280			17,546		822			13,467
		1,280			19,558		822			15,414
Operating Expenses:
Voyage expenses		1,000			11,643		794			8,905
Vessel expenses		311			4,664		59			4,422
Charter hire expenses		-			-		-			-
Depreciation and amortization		136			2,675		125			3,442
General and administrative		-			0		-			0
Goodwill and intangible assets impairment charge		-			-		-			-
(Gain)/loss on disposal of vessels, including impairments		-			-		-			24,905
Total Operating Expenses		1,447			18,983		979			41,674
Income/(loss) from Vessel Operations		(167	)		575		(157	)		(26,260	)
Equity in Income/(loss) of Affiliated Companies		-			-		-			-
Operating Income/(loss)		(167	)		575		(157	)		(26,260	)
Other Income/(expense)		-			-		(2	)		(26	)
Income/(loss) before Interest Expense and Income Taxes		(167	)		575		(159	)		(26,285	)
Interest Expense		-			-		(1,654	)		(1,683	)
Income/(loss) before Reorganization Items and Income Taxes		(167	)		575		(1,813	)		(27,968	)
Reorganization Items, net		-			-		609			1,036
Income/(loss) before Income Taxes		(167	)		575		(2,422	)		(29,004	)
Income Tax (Benefit)/Provision		-			-		-			-
Net Income/(Loss)	$	(167	)	$	575	$	(2,422	)	$	(29,004	)

Preliminary and Unaudited

See Notes to Unaudited Condensed Consolidating Statements of Operations and Balance Sheets

Page 65 of 174

Appendix C

Overseas Shipholding Group, Inc.

Unaudited Condensed Consolidating Statements of Operations

For the Periods from June 1 - 30, 2014 and November 14, 2012 to June 30, 2014

	First Chemical Carrier Corporation						First LPG Tanker Corporation
(000's)	June 1 - 30, 2014			November 14, 2012 - June 30, 2014			June 1 - 30, 2014			November 14, 2012 - June 30, 2014

Shipping Revenues:

Pool revenues	$	-		$	-		$	-		$	-
Time and bareboat charter revenues		-			3,888			(148	)		(9	)
Voyage charter revenues		(6	)		(6	)		(24	)		(24	)
		(6	)		3,881			(172	)		(33	)
Operating Expenses:
Voyage expenses		11			67			-			-
Vessel expenses		2			48			-			0
Charter hire expenses		2			2,978			-			(8	)
Depreciation and amortization		-			-			-			-
General and administrative		-			-			-			-
Goodwill and intangible assets impairment charge		-			-			-			-
(Gain)/loss on disposal of vessels, including impairments		-			-			-			-
Total Operating Expenses		15			3,093			-			(8	)
Income/(loss) from Vessel Operations		(22	)		788			(172	)		(25	)
Equity in Income/(loss) of Affiliated Companies		-			-			-			-
Operating Income/(loss)		(22	)		788			(172	)		(25	)
Other Income/(expense)		-			-			-			-
Income/(loss) before Interest Expense and Income Taxes		(22	)		788			(172	)		(25	)
Interest Expense		-			-			-			-
Income/(loss) before Reorganization Items and Income Taxes		(22	)		788			(172	)		(25	)
Reorganization Items, net		-			-			-			-
Income/(loss) before Income Taxes		(22	)		788			(172	)		(25	)
Income Tax (Benefit)/Provision		-			-			-			-
Net Income/(Loss)	$	(22	)	$	788		$	(172	)	$	(25	)

Preliminary and Unaudited

See Notes to Unaudited Condensed Consolidating Statements of Operations and Balance Sheets

Page 66 of 174

Appendix C

Overseas Shipholding Group, Inc.

Unaudited Condensed Consolidating Statements of Operations

For the Periods from June 1 - 30, 2014 and November 14, 2012 to June 30, 2014

	First Union Tanker Corporation						Fourth Aframax Tanker Corporation
(000's)	June 1 - 30, 2014			November 14, 2012 - June 30, 2014			June 1 - 30, 2014			November 14, 2012 - June 30, 2014

Shipping Revenues:

Pool revenues	$	343		$	8,843		$	(0	)	$	(4	)
Time and bareboat charter revenues		-			-			-			-
Voyage charter revenues		-			12			-			15,632
		343			8,855			(0	)		15,627
Operating Expenses:
Voyage expenses		61			880			30			9,425
Vessel expenses		343			6,365			6			3,832
Charter hire expenses		-			-			-			-
Depreciation and amortization		160			3,398			-			1,510
General and administrative		-			0			-			0
Goodwill and intangible assets impairment charge		-			-			-			-
(Gain)/loss on disposal of vessels, including impairments		-			16,903			7			14,218
Total Operating Expenses		565			27,546			43			28,985
Income/(loss) from Vessel Operations		(222	)		(18,691	)		(43	)		(13,358	)
Equity in Income/(loss) of Affiliated Companies		-			-			-			-
Operating Income/(loss)		(222	)		(18,691	)		(43	)		(13,358	)
Other Income/(expense)		-			-			-			-
Income/(loss) before Interest Expense and Income Taxes		(222	)		(18,691	)		(43	)		(13,358	)
Interest Expense		-			-			-			-
Income/(loss) before Reorganization Items and Income Taxes		(222	)		(18,691	)		(43	)		(13,358	)
Reorganization Items, net		-			-			-			-
Income/(loss) before Income Taxes		(222	)		(18,691	)		(43	)		(13,358	)
Income Tax (Benefit)/Provision		-			-			-			-
Net Income/(Loss)	$	(222	)	$	(18,691	)	$	(43	)	$	(13,358	)

Preliminary and Unaudited

See Notes to Unaudited Condensed Consolidating Statements of Operations and Balance Sheets

Page 67 of 174

Appendix C

Overseas Shipholding Group, Inc.

Unaudited Condensed Consolidating Statements of Operations

For the Periods from June 1 - 30, 2014 and November 14, 2012 to June 30, 2014

	Front President Inc.						Goldmar Limited
(000's)	June 1 - 30, 2014			November 14, 2012 - June 30, 2014			June 1 - 30, 2014		November 14, 2012 - June 30, 2014

Shipping Revenues:

Pool revenues	$	370		$	13,784		$	572	$	10,817
Time and bareboat charter revenues		-			-			-		-
Voyage charter revenues		-			-			-		1
		370			13,784			572		10,819
Operating Expenses:
Voyage expenses		13			510			1		11
Vessel expenses		330			4,867			361		4,416
Charter hire expenses		-			-			-		-
Depreciation and amortization		356			7,036			157		3,772
General and administrative		-			0			-		0
Goodwill and intangible assets impairment charge		-			-			-		-
(Gain)/loss on disposal of vessels, including impairments		-			(0	)		-		16,753
Total Operating Expenses		699			12,414			519		24,954
Income/(loss) from Vessel Operations		(329	)		1,370			53		(14,135	)
Equity in Income/(loss) of Affiliated Companies		-			-			-		-
Operating Income/(loss)		(329	)		1,370			53		(14,135	)
Other Income/(expense)		(2	)		(36	)		-		-
Income/(loss) before Interest Expense and Income Taxes		(332	)		1,334			53		(14,135	)
Interest Expense		(3,089	)		(3,142	)		-		-
Income/(loss) before Reorganization Items and Income Taxes		(3,420	)		(1,808	)		53		(14,135	)
Reorganization Items, net		1,215			1,850			-		-
Income/(loss) before Income Taxes		(4,635	)		(3,658	)		53		(14,135	)
Income Tax (Benefit)/Provision		-			-			-		-
Net Income/(Loss)	$	(4,635	)	$	(3,658	)	$	53	$	(14,135	)

Preliminary and Unaudited

See Notes to Unaudited Condensed Consolidating Statements of Operations and Balance Sheets

Page 68 of 174

Appendix C

Overseas Shipholding Group, Inc.

Unaudited Condensed Consolidating Statements of Operations

For the Periods from June 1 - 30, 2014 and November 14, 2012 to June 30, 2014

	GPC Aframax Corporation						Grace Chartering Corporation
(000's)	June 1 - 30, 2014			November 14, 2012 - June 30, 2014			June 1 - 30, 2014			November 14, 2012 - June 30, 2014

Shipping Revenues:

Pool revenues	$	5		$	912		$	5		$	1,560
Time and bareboat charter revenues		-			-			-			-
Voyage charter revenues		-			-			-			-
		5			912			5			1,560
Operating Expenses:
Voyage expenses		(6	)		18			-			6
Vessel expenses		(17	)		864			-			8
Charter hire expenses		-			1,788			-			1,612
Depreciation and amortization		77			195			-			-
General and administrative		-			0			-			-
Goodwill and intangible assets impairment charge		-			-			-			-
(Gain)/loss on disposal of vessels, including impairments		-			-			-			-
Total Operating Expenses		54			2,865			-			1,626
Income/(loss) from Vessel Operations		(49	)		(1,953	)		5			(66	)
Equity in Income/(loss) of Affiliated Companies		-			-			-			-
Operating Income/(loss)		(49	)		(1,953	)		5			(66	)
Other Income/(expense)		-			-			-			-
Income/(loss) before Interest Expense and Income Taxes		(49	)		(1,953	)		5			(66	)
Interest Expense		(1,402	)		(1,402	)		(61	)		(61	)
Income/(loss) before Reorganization Items and Income Taxes		(1,451	)		(3,355	)		(55	)		(127	)
Reorganization Items, net		-			21,847			-			881
Income/(loss) before Income Taxes		(1,451	)		(25,202	)		(55	)		(1,008	)
Income Tax (Benefit)/Provision		-			-			-			-
Net Income/(Loss)	$	(1,451	)	$	(25,202	)	$	(55	)	$	(1,008	)

Preliminary and Unaudited

See Notes to Unaudited Condensed Consolidating Statements of Operations and Balance Sheets

Page 69 of 174

Appendix C

Overseas Shipholding Group, Inc.

Unaudited Condensed Consolidating Statements of Operations

For the Periods from June 1 - 30, 2014 and November 14, 2012 to June 30, 2014

	International Seaways, Inc.					Jademar Limited
(000's)	June 1 - 30, 2014			November 14, 2012 - June 30, 2014		June 1 - 30, 2014		November 14, 2012 - June 30, 2014

Shipping Revenues:

Pool revenues	$	(3	)	$	14,649	$	577	$	11,112
Time and bareboat charter revenues		-			-		-		-
Voyage charter revenues		6,290			104,688		0		12
		6,286			119,338		577		11,124
Operating Expenses:
Voyage expenses		3,634			65,893		-		26
Vessel expenses		204			5,624		284		3,884
Charter hire expenses		1,714			41,957		-		-
Depreciation and amortization		89			804		154		3,822
General and administrative		-			0		-		0
Goodwill and intangible assets impairment charge		-			-		-		-
(Gain)/loss on disposal of vessels, including impairments		-			1		-		17,729
Total Operating Expenses		5,642			114,280		438		25,462
Income/(loss) from Vessel Operations		644			5,057		138		(14,338	)
Equity in Income/(loss) of Affiliated Companies		-			-		-		-
Operating Income/(loss)		644			5,057		138		(14,338	)
Other Income/(expense)		-			2		-		-
Income/(loss) before Interest Expense and Income Taxes		644			5,060		138		(14,338	)
Interest Expense		-			-		-		-
Income/(loss) before Reorganization Items and Income Taxes		644			5,060		138		(14,338	)
Reorganization Items, net		-			-		-		-
Income/(loss) before Income Taxes		644			5,060		138		(14,338	)
Income Tax (Benefit)/Provision		-			-		-		-
Net Income/(Loss)	$	644		$	5,060	$	138	$	(14,338	)

Preliminary and Unaudited

See Notes to Unaudited Condensed Consolidating Statements of Operations and Balance Sheets

Page 70 of 174

Appendix C

Overseas Shipholding Group, Inc.

Unaudited Condensed Consolidating Statements of Operations

For the Periods from June 1 - 30, 2014 and November 14, 2012 to June 30, 2014

	Joyce Car Carrier Corporation						Juneau Tanker Corporation
(000's)	June 1 - 30, 2014			November 14, 2012 - June 30, 2014			June 1 - 30, 2014		November 14, 2012 - June 30, 2014

Shipping Revenues:

Pool revenues	$	-		$	-		$	-	$	-
Time and bareboat charter revenues		61			-			-		-
Voyage charter revenues		-			-			-		-
		61			-			-		-
Operating Expenses:
Voyage expenses		(10	)		2			-		-
Vessel expenses		(6	)		(13	)		-		-
Charter hire expenses		-			-			-		-
Depreciation and amortization		-			-			-		-
General and administrative		-			0			-		-
Goodwill and intangible assets impairment charge		-			-			-		-
(Gain)/loss on disposal of vessels, including impairments		-			(110	)		-		-
Total Operating Expenses		(16	)		(121	)		-		-
Income/(loss) from Vessel Operations		78			121			-		-
Equity in Income/(loss) of Affiliated Companies		-			-			-		-
Operating Income/(loss)		78			121			-		-
Other Income/(expense)		-			-			-		-
Income/(loss) before Interest Expense and Income Taxes		78			121			-		-
Interest Expense		-			-			-		-
Income/(loss) before Reorganization Items and Income Taxes		78			121			-		-
Reorganization Items, net		-			-			-		-
Income/(loss) before Income Taxes		78			121			-		-
Income Tax (Benefit)/Provision		-			-			-		-
Net Income/(Loss)	$	78		$	121		$	-	$	-

Preliminary and Unaudited

See Notes to Unaudited Condensed Consolidating Statements of Operations and Balance Sheets

Page 71 of 174

Appendix C

Overseas Shipholding Group, Inc.

Unaudited Condensed Consolidating Statements of Operations

For the Periods from June 1 - 30, 2014 and November 14, 2012 to June 30, 2014

	Kimolos Tanker Corporation						Kythnos Chartering Corporation
(000's)	June 1 - 30, 2014			November 14, 2012 - June 30, 2014			June 1 - 30, 2014		November 14, 2012 - June 30, 2014

Shipping Revenues:

Pool revenues	$	-		$	-		$	-	$	-
Time and bareboat charter revenues		-			-			-		-
Voyage charter revenues		539			16,646			867		17,712
		539			16,646			867		17,712
Operating Expenses:
Voyage expenses		498			9,891			464		9,512
Vessel expenses		286			3,708			284		3,511
Charter hire expenses		188			4,435			-		-
Depreciation and amortization		28			588			118		2,305
General and administrative		-			0			-		0
Goodwill and intangible assets impairment charge		-			-			-		-
(Gain)/loss on disposal of vessels, including impairments		-			-			-		-
Total Operating Expenses		1,000			18,622			866		15,328
Income/(loss) from Vessel Operations		(461	)		(1,976	)		1		2,384
Equity in Income/(loss) of Affiliated Companies		-			-			-		-
Operating Income/(loss)		(461	)		(1,976	)		1		2,384
Other Income/(expense)		-			-			-		8
Income/(loss) before Interest Expense and Income Taxes		(461	)		(1,976	)		1		2,392
Interest Expense		(277	)		(277	)		-		-
Income/(loss) before Reorganization Items and Income Taxes		(739	)		(2,253	)		1		2,392
Reorganization Items, net		-			14,130			-		-
Income/(loss) before Income Taxes		(739	)		(16,383	)		1		2,392
Income Tax (Benefit)/Provision		-			-			-		-
Net Income/(Loss)	$	(739	)	$	(16,383	)	$	1	$	2,392

Preliminary and Unaudited

See Notes to Unaudited Condensed Consolidating Statements of Operations and Balance Sheets

Page 72 of 174

Appendix C

Overseas Shipholding Group, Inc.

Unaudited Condensed Consolidating Statements of Operations

For the Periods from June 1 - 30, 2014 and November 14, 2012 to June 30, 2014

	Leo Tanker Corporation						Leyte Product Tanker Corporation
(000's)	June 1 - 30, 2014			November 14, 2012 - June 30, 2014			June 1 - 30, 2014			November 14, 2012 - June 30, 2014

Shipping Revenues:

Pool revenues	$	-		$	-		$	599		$	8,644
Time and bareboat charter revenues		-			-			-			-
Voyage charter revenues		-			4,696			(1	)		3,416
		-			4,696			597			12,060
Operating Expenses:
Voyage expenses		(1	)		2,836			(0	)		1,378
Vessel expenses		-			18			176			3,634
Charter hire expenses		-			2,213			-			-
Depreciation and amortization		-			-			145			3,324
General and administrative		-			-			-			0
Goodwill and intangible assets impairment charge		-			-			-			-
(Gain)/loss on disposal of vessels, including impairments		-			-			-			19,022
Total Operating Expenses		(1	)		5,066			320			27,359
Income/(loss) from Vessel Operations		1			(370	)		277			(15,299	)
Equity in Income/(loss) of Affiliated Companies		-			-			-			-
Operating Income/(loss)		1			(370	)		277			(15,299	)
Other Income/(expense)		-			-			(0	)		(4	)
Income/(loss) before Interest Expense and Income Taxes		1			(370	)		277			(15,303	)
Interest Expense		(167	)		(167	)		(869	)		(883	)
Income/(loss) before Reorganization Items and Income Taxes		(166	)		(537	)		(592	)		(16,186	)
Reorganization Items, net		-			2,416			754			1,040
Income/(loss) before Income Taxes		(166	)		(2,953	)		(1,345	)		(17,225	)
Income Tax (Benefit)/Provision		-			-			-			-
Net Income/(Loss)	$	(166	)	$	(2,953	)	$	(1,345	)	$	(17,225	)

Preliminary and Unaudited

See Notes to Unaudited Condensed Consolidating Statements of Operations and Balance Sheets

Page 73 of 174

Appendix C

Overseas Shipholding Group, Inc.

Unaudited Condensed Consolidating Statements of Operations

For the Periods from June 1 - 30, 2014 and November 14, 2012 to June 30, 2014

	Limar Charter Corporation						Luxmar Product Tanker Corporation
(000's)	June 1 - 30, 2014			November 14, 2012 - June 30, 2014			June 1 - 30, 2014			November 14, 2012 - June 30, 2014

Shipping Revenues:

Pool revenues	$	-		$	-		$	-		$	-
Time and bareboat charter revenues		-			255			-			-
Voyage charter revenues		-			1,757			557			16,132
		-			2,012			557			16,132
Operating Expenses:
Voyage expenses		(1	)		834			264			9,302
Vessel expenses		(2	)		352			288			4,382
Charter hire expenses		-			776			-			-
Depreciation and amortization		-			437			91			2,065
General and administrative		-			0			-			-
Goodwill and intangible assets impairment charge		-			-			-			-
(Gain)/loss on disposal of vessels, including impairments		-			-			-			16,941
Total Operating Expenses		(2	)		2,400			642			32,691
Income/(loss) from Vessel Operations		2			(388	)		(85	)		(16,559	)
Equity in Income/(loss) of Affiliated Companies		-			-			-			-
Operating Income/(loss)		2			(388	)		(85	)		(16,559	)
Other Income/(expense)		-			-			-			-
Income/(loss) before Interest Expense and Income Taxes		2			(388	)		(85	)		(16,559	)
Interest Expense		-			-			-			-
Income/(loss) before Reorganization Items and Income Taxes		2			(388	)		(85	)		(16,559	)
Reorganization Items, net		253			7,878			-			-
Income/(loss) before Income Taxes		(251	)		(8,265	)		(85	)		(16,559	)
Income Tax (Benefit)/Provision		-			-			-			-
Net Income/(Loss)	$	(251	)	$	(8,265	)	$	(85	)	$	(16,559	)

Preliminary and Unaudited

See Notes to Unaudited Condensed Consolidating Statements of Operations and Balance Sheets

Page 74 of 174

Appendix C

Overseas Shipholding Group, Inc.

Unaudited Condensed Consolidating Statements of Operations

For the Periods from June 1 - 30, 2014 and November 14, 2012 to June 30, 2014

	Luxmar Tanker LLC						Majestic Tankers Corporation
(000's)	June 1 - 30, 2014			November 14, 2012 - June 30, 2014			June 1 - 30, 2014			November 14, 2012 - June 30, 2014

Shipping Revenues:

Pool revenues	$	-		$	-		$	65		$	8,656
Time and bareboat charter revenues		-			-			-			-
Voyage charter revenues		-			-			9			9
		-			-			74			8,665
Operating Expenses:
Voyage expenses		(48	)		(75	)		32			989
Vessel expenses		16			186			315			7,224
Charter hire expenses		-			-			-			-
Depreciation and amortization		-			-			177			3,769
General and administrative		1			1			-			0
Goodwill and intangible assets impairment charge		-			-			-			-
(Gain)/loss on disposal of vessels, including impairments		-			-			-			20,232
Total Operating Expenses		(31	)		113			523			32,214
Income/(loss) from Vessel Operations		31			(113	)		(450	)		(23,549	)
Equity in Income/(loss) of Affiliated Companies		-			-			-			-
Operating Income/(loss)		31			(113	)		(450	)		(23,549	)
Other Income/(expense)		-			-			-			-
Income/(loss) before Interest Expense and Income Taxes		31			(113	)		(450	)		(23,549	)
Interest Expense		-			-			-			-
Income/(loss) before Reorganization Items and Income Taxes		31			(113	)		(450	)		(23,549	)
Reorganization Items, net		-			-			-			-
Income/(loss) before Income Taxes		31			(113	)		(450	)		(23,549	)
Income Tax (Benefit)/Provision		-			-			-			-
Net Income/(Loss)	$	31		$	(113	)	$	(450	)	$	(23,549	)

Preliminary and Unaudited

See Notes to Unaudited Condensed Consolidating Statements of Operations and Balance Sheets

Page 75 of 174

Appendix C

Overseas Shipholding Group, Inc.

Unaudited Condensed Consolidating Statements of Operations

For the Periods from June 1 - 30, 2014 and November 14, 2012 to June 30, 2014

	Oak Tanker Corporation						Maremar Product Tanker Corporation
(000's)	June 1 - 30, 2014			November 14, 2012 - June 30, 2014			June 1 - 30, 2014			November 14, 2012 - June 30, 2014

Shipping Revenues:

Pool revenues	$	497		$	11,620		$	-		$	-
Time and bareboat charter revenues		-			-			-			-
Voyage charter revenues		-			3			-			-
		497			11,623			-			-
Operating Expenses:
Voyage expenses		79			502			-			-
Vessel expenses		241			4,410			-			(3	)
Charter hire expenses		-			-			-			-
Depreciation and amortization		283			7,757			2			2
General and administrative		-			0			-			-
Goodwill and intangible assets impairment charge		-			-			-			-
(Gain)/loss on disposal of vessels, including impairments		-			61,052			-			-
Total Operating Expenses		603			73,721			2			(1	)
Income/(loss) from Vessel Operations		(107	)		(62,098	)		(2	)		1
Equity in Income/(loss) of Affiliated Companies		-			-			-			-
Operating Income/(loss)		(107	)		(62,098	)		(2	)		1
Other Income/(expense)		(3	)		(49	)		-			-
Income/(loss) before Interest Expense and Income Taxes		(109	)		(62,147	)		(2	)		1
Interest Expense		(3,892	)		(3,959	)		-			-
Income/(loss) before Reorganization Items and Income Taxes		(4,002	)		(66,107	)		(2	)		1
Reorganization Items, net		1,434			2,822			-			-
Income/(loss) before Income Taxes		(5,436	)		(68,928	)		(2	)		1
Income Tax (Benefit)/Provision		-			-			-			-
Net Income/(Loss)	$	(5,436	)	$	(68,928	)	$	(2	)	$	1

Preliminary and Unaudited

See Notes to Unaudited Condensed Consolidating Statements of Operations and Balance Sheets

Page 76 of 174

Appendix C

Overseas Shipholding Group, Inc.

Unaudited Condensed Consolidating Statements of Operations

For the Periods from June 1 - 30, 2014 and November 14, 2012 to June 30, 2014

	Maremar Tanker LLC						Marilyn Vessel Corporation
(000's)	June 1 - 30, 2014			November 14, 2012 - June 30, 2014			June 1 - 30, 2014		November 14, 2012 - June 30, 2014

Shipping Revenues:

Pool revenues	$	-		$	-		$	-	$	-
Time and bareboat charter revenues		165			1,928			-		-
Voyage charter revenues		-			5,816			-		-
		165			7,744			-		-
Operating Expenses:
Voyage expenses		(50	)		3,612			-		-
Vessel expenses		59			1,933			-		-
Charter hire expenses		-			-			-		-
Depreciation and amortization		44			1,382			-		-
General and administrative		3			7			-		-
Goodwill and intangible assets impairment charge		-			-			-		-
(Gain)/loss on disposal of vessels, including impairments		(1,517	)		14,540			-		-
Total Operating Expenses		(1,461	)		21,473			-		-
Income/(loss) from Vessel Operations		1,626			(13,729	)		-		-
Equity in Income/(loss) of Affiliated Companies		-			-			-		-
Operating Income/(loss)		1,626			(13,729	)		-		-
Other Income/(expense)		-			-			-		-
Income/(loss) before Interest Expense and Income Taxes		1,626			(13,729	)		-		-
Interest Expense		-			-			-		-
Income/(loss) before Reorganization Items and Income Taxes		1,626			(13,729	)		-		-
Reorganization Items, net		-			-			-		-
Income/(loss) before Income Taxes		1,626			(13,729	)		-		-
Income Tax (Benefit)/Provision		-			-			-		-
Net Income/(Loss)	$	1,626		$	(13,729	)	$	-	$	-

Preliminary and Unaudited

See Notes to Unaudited Condensed Consolidating Statements of Operations and Balance Sheets

Page 77 of 174

Appendix C

Overseas Shipholding Group, Inc.

Unaudited Condensed Consolidating Statements of Operations

For the Periods from June 1 - 30, 2014 and November 14, 2012 to June 30, 2014

	Maritrans General Partner Inc.						Maritrans Operating Company L.P.
(000's)	June 1 - 30, 2014			November 14, 2012 - June 30, 2014			June 1 - 30, 2014		November 14, 2012 - June 30, 2014

Shipping Revenues:

Pool revenues	$	-		$	-		$	-	$	-
Time and bareboat charter revenues		-			-			-		-
Voyage charter revenues		-			-			-		-
		-			-			-		-
Operating Expenses:
Voyage expenses		-			-			-		-
Vessel expenses		-			-			-		-
Charter hire expenses		-			-			-		-
Depreciation and amortization		-			-			-		-
General and administrative		-			-			-		-
Goodwill and intangible assets impairment charge		-			-			-		-
(Gain)/loss on disposal of vessels, including impairments		-			-			-		-
Total Operating Expenses		-			-			-		-
Income/(loss) from Vessel Operations		-			-			-		-
Equity in Income/(loss) of Affiliated Companies		-			-			-		-
Operating Income/(loss)		-			-			-		-
Other Income/(expense)		-			-			-		-
Income/(loss) before Interest Expense and Income Taxes		-			-			-		-
Interest Expense		-			-			-		-
Income/(loss) before Reorganization Items and Income Taxes		-			-			-		-
Reorganization Items, net		-			-			-		-
Income/(loss) before Income Taxes		-			-			-		-
Income Tax (Benefit)/Provision		12			12			-		-
Net Income/(Loss)	$	(12	)	$	(12	)	$	-	$	-

Preliminary and Unaudited

See Notes to Unaudited Condensed Consolidating Statements of Operations and Balance Sheets

Page 78 of 174

Appendix C

Overseas Shipholding Group, Inc.

Unaudited Condensed Consolidating Statements of Operations

For the Periods from June 1 - 30, 2014 and November 14, 2012 to June 30, 2014

	Milos Product Tanker Corporation					Mindanao Tanker Corporation
(000's)	June 1 - 30, 2014			November 14, 2012 - June 30, 2014		June 1 - 30, 2014			November 14, 2012 - June 30, 2014

Shipping Revenues:

Pool revenues	$	-		$	-	$	-		$	-
Time and bareboat charter revenues		-			-		-			-
Voyage charter revenues		781			18,789		-			-
		781			18,789		-			-
Operating Expenses:
Voyage expenses		571			9,390		-			-
Vessel expenses		224			3,308		13			38
Charter hire expenses		-			-		-			-
Depreciation and amortization		135			2,677		-			-
General and administrative		-			0		-			-
Goodwill and intangible assets impairment charge		-			-		-			-
(Gain)/loss on disposal of vessels, including impairments		-			-		-			-
Total Operating Expenses		930			15,375		13			38
Income/(loss) from Vessel Operations		(149	)		3,414		(13	)		(38	)
Equity in Income/(loss) of Affiliated Companies		-			-		-			-
Operating Income/(loss)		(149	)		3,414		(13	)		(38	)
Other Income/(expense)		-			-		-			-
Income/(loss) before Interest Expense and Income Taxes		(149	)		3,414		(13	)		(38	)
Interest Expense		-			-		-			-
Income/(loss) before Reorganization Items and Income Taxes		(149	)		3,414		(13	)		(38	)
Reorganization Items, net		-			-		-			-
Income/(loss) before Income Taxes		(149	)		3,414		(13	)		(38	)
Income Tax (Benefit)/Provision		-			-		-			-
Net Income/(Loss)	$	(149	)	$	3,414	$	(13	)	$	(38	)

Preliminary and Unaudited

See Notes to Unaudited Condensed Consolidating Statements of Operations and Balance Sheets

Page 79 of 174

Appendix C

Overseas Shipholding Group, Inc.

Unaudited Condensed Consolidating Statements of Operations

For the Periods from June 1 - 30, 2014 and November 14, 2012 to June 30, 2014

	Mykonos Tanker LLC				Nedimar Charter Corporation
(000's)	June 1 - 30, 2014		November 14, 2012 - June 30, 2014		June 1 - 30, 2014			November 14, 2012 - June 30, 2014

Shipping Revenues:

Pool revenues	$	-	$	-	$	-		$	-
Time and bareboat charter revenues		-		-		-			-
Voyage charter revenues		1,708		29,867		-			894
		1,708		29,867		-			894
Operating Expenses:
Voyage expenses		639		11,683		(1	)		454
Vessel expenses		322		6,239		(10	)		434
Charter hire expenses		-		-		-			609
Depreciation and amortization		168		3,308		-			172
General and administrative		16		315		-			0
Goodwill and intangible assets impairment charge		-		-		-			-
(Gain)/loss on disposal of vessels, including impairments		-		19		-			-
Total Operating Expenses		1,144		21,565		(11	)		1,669
Income/(loss) from Vessel Operations		564		8,302		11			(776	)
Equity in Income/(loss) of Affiliated Companies		-		-		-			-
Operating Income/(loss)		564		8,302		11			(776	)
Other Income/(expense)		-		-		-			-
Income/(loss) before Interest Expense and Income Taxes		564		8,302		11			(776	)
Interest Expense		-		-		-			-
Income/(loss) before Reorganization Items and Income Taxes		564		8,302		11			(776	)
Reorganization Items, net		-		-		288			6,140
Income/(loss) before Income Taxes		564		8,302		(277	)		(6,916	)
Income Tax (Benefit)/Provision		-		-		-			-
Net Income/(Loss)	$	564	$	8,302	$	(277	)	$	(6,916	)

Preliminary and Unaudited

See Notes to Unaudited Condensed Consolidating Statements of Operations and Balance Sheets

Page 80 of 174

Appendix C

Overseas Shipholding Group, Inc.

Unaudited Condensed Consolidating Statements of Operations

For the Periods from June 1 - 30, 2014 and November 14, 2012 to June 30, 2014

	Maple Tanker Corporation						Ocean Bulk Ships, Inc.
(000's)	June 1 - 30, 2014			November 14, 2012 - June 30, 2014			June 1 - 30, 2014		November 14, 2012 - June 30, 2014

Shipping Revenues:

Pool revenues	$	678		$	13,460		$	-	$	-
Time and bareboat charter revenues		-			-			-		-
Voyage charter revenues		-			-			-		-
		678			13,460			-		-
Operating Expenses:
Voyage expenses		100			721			-		-
Vessel expenses		293			4,493			-		-
Charter hire expenses		-			-			-		-
Depreciation and amortization		280			7,683			-		-
General and administrative		-			0			-		-
Goodwill and intangible assets impairment charge		-			-			-		-
(Gain)/loss on disposal of vessels, including impairments		-			62,874			-		-
Total Operating Expenses		673			75,772			-		-
Income/(loss) from Vessel Operations		4			(62,312	)		-		-
Equity in Income/(loss) of Affiliated Companies		-			-			-		-
Operating Income/(loss)		4			(62,312	)		-		-
Other Income/(expense)		(2	)		(33	)		-		-
Income/(loss) before Interest Expense and Income Taxes		2			(62,345	)		-		-
Interest Expense		(3,791	)		(3,857	)		-		-
Income/(loss) before Reorganization Items and Income Taxes		(3,789	)		(66,202	)		-		-
Reorganization Items, net		1,397			2,770			-		-
Income/(loss) before Income Taxes		(5,186	)		(68,972	)		-		-
Income Tax (Benefit)/Provision		-			-			-		-
Net Income/(Loss)	$	(5,186	)	$	(68,972	)	$	-	$	-

Preliminary and Unaudited

See Notes to Unaudited Condensed Consolidating Statements of Operations and Balance Sheets

Page 81 of 174

Appendix C

Overseas Shipholding Group, Inc.

Unaudited Condensed Consolidating Statements of Operations

For the Periods from June 1 - 30, 2014 and November 14, 2012 to June 30, 2014

	Oceania Tanker Corporation						OSG 192 LLC
(000's)	June 1 - 30, 2014			November 14, 2012 - June 30, 2014			June 1 - 30, 2014		November 14, 2012 - June 30, 2014

Shipping Revenues:

Pool revenues	$	-		$	796		$	-	$	-
Time and bareboat charter revenues		-			-			876		15,146
Voyage charter revenues		-			-			-		35
		-			796			876		15,181
Operating Expenses:
Voyage expenses		-			310			12		228
Vessel expenses		69			2,734			26		803
Charter hire expenses		-			-			-		-
Depreciation and amortization		150			3,194			171		3,988
General and administrative		-			0			-		-
Goodwill and intangible assets impairment charge		-			-			-		-
(Gain)/loss on disposal of vessels, including impairments		-			31,352			-		-
Total Operating Expenses		218			37,590			209		5,018
Income/(loss) from Vessel Operations		(218	)		(36,794	)		667		10,163
Equity in Income/(loss) of Affiliated Companies		-			-			-		-
Operating Income/(loss)		(218	)		(36,794	)		667		10,163
Other Income/(expense)		-			-			-		-
Income/(loss) before Interest Expense and Income Taxes		(218	)		(36,794	)		667		10,163
Interest Expense		-			-			-		-
Income/(loss) before Reorganization Items and Income Taxes		(218	)		(36,794	)		667		10,163
Reorganization Items, net		-			-			-		-
Income/(loss) before Income Taxes		(218	)		(36,794	)		667		10,163
Income Tax (Benefit)/Provision		-			-			-		-
Net Income/(Loss)	$	(218	)	$	(36,794	)	$	667	$	10,163

Preliminary and Unaudited

See Notes to Unaudited Condensed Consolidating Statements of Operations and Balance Sheets

Page 82 of 174

Appendix C

Overseas Shipholding Group, Inc.

Unaudited Condensed Consolidating Statements of Operations

For the Periods from June 1 - 30, 2014 and November 14, 2012 to June 30, 2014

	OSG 209 LLC					OSG 214 LLC
(000's)	June 1 - 30, 2014			November 14, 2012 - June 30, 2014		June 1 - 30, 2014		November 14, 2012 - June 30, 2014

Shipping Revenues:

Pool revenues	$	-		$	-	$	-	$	-
Time and bareboat charter revenues		175			15,769		900		16,133
Voyage charter revenues		3			168		83		1,188
		179			15,937		983		17,322
Operating Expenses:
Voyage expenses		2			315		74		1,421
Vessel expenses		32			774		20		985
Charter hire expenses		-			-		-		-
Depreciation and amortization		441			3,848		129		4,313
General and administrative		-			-		-		-
Goodwill and intangible assets impairment charge		-			-		-		-
(Gain)/loss on disposal of vessels, including impairments		-			-		-		-
Total Operating Expenses		475			4,937		223		6,718
Income/(loss) from Vessel Operations		(296	)		10,999		760		10,603
Equity in Income/(loss) of Affiliated Companies		-			-		-		-
Operating Income/(loss)		(296	)		10,999		760		10,603
Other Income/(expense)		-			-		-		-
Income/(loss) before Interest Expense and Income Taxes		(296	)		10,999		760		10,603
Interest Expense		-			-		-		-
Income/(loss) before Reorganization Items and Income Taxes		(296	)		10,999		760		10,603
Reorganization Items, net		-			-		-		-
Income/(loss) before Income Taxes		(296	)		10,999		760		10,603
Income Tax (Benefit)/Provision		-			-		-		-
Net Income/(Loss)	$	(296	)	$	10,999	$	760	$	10,603

Preliminary and Unaudited

See Notes to Unaudited Condensed Consolidating Statements of Operations and Balance Sheets

Page 83 of 174

Appendix C

Overseas Shipholding Group, Inc.

Unaudited Condensed Consolidating Statements of Operations

For the Periods from June 1 - 30, 2014 and November 14, 2012 to June 30, 2014

	OSG 215 Corporation				OSG 242 LLC
(000's)	June 1 - 30, 2014		November 14, 2012 - June 30, 2014		June 1 - 30, 2014		November 14, 2012 - June 30, 2014

Shipping Revenues:

Pool revenues	$	-	$	-	$	-	$	-
Time and bareboat charter revenues		-		-		1,350		25,829
Voyage charter revenues		-		-		3		986
		-		-		1,353		26,815
Operating Expenses:
Voyage expenses		-		-		17		711
Vessel expenses		-		-		31		801
Charter hire expenses		-		-		-		-
Depreciation and amortization		-		-		161		3,900
General and administrative		-		-		-		-
Goodwill and intangible assets impairment charge		-		-		-		-
(Gain)/loss on disposal of vessels, including impairments		-		-		-		-
Total Operating Expenses		-		-		209		5,412
Income/(loss) from Vessel Operations		-		-		1,144		21,403
Equity in Income/(loss) of Affiliated Companies		-		-		-		-
Operating Income/(loss)		-		-		1,144		21,403
Other Income/(expense)		-		-		-		-
Income/(loss) before Interest Expense and Income Taxes		-		-		1,144		21,403
Interest Expense		-		-		-		-
Income/(loss) before Reorganization Items and Income Taxes		-		-		1,144		21,403
Reorganization Items, net		-		-		-		-
Income/(loss) before Income Taxes		-		-		1,144		21,403
Income Tax (Benefit)/Provision		-		-		-		-
Net Income/(Loss)	$	-	$	-	$	1,144	$	21,403

Preliminary and Unaudited

See Notes to Unaudited Condensed Consolidating Statements of Operations and Balance Sheets

Page 84 of 174

Appendix C

Overseas Shipholding Group, Inc.

Unaudited Condensed Consolidating Statements of Operations

For the Periods from June 1 - 30, 2014 and November 14, 2012 to June 30, 2014

	OSG 243 LLC				OSG 244 LLC
(000's)	June 1 - 30, 2014		November 14, 2012 - June 30, 2014		June 1 - 30, 2014		November 14, 2012 - June 30, 2014

Shipping Revenues:

Pool revenues	$	-	$	-	$	-	$	-
Time and bareboat charter revenues		1,320		20,748		960		16,679
Voyage charter revenues		9		5,927		28		376
		1,329		26,675		988		17,055
Operating Expenses:
Voyage expenses		17		2,496		13		231
Vessel expenses		17		917		69		703
Charter hire expenses		-		-		-		-
Depreciation and amortization		241		4,693		239		4,996
General and administrative		-		-		-		-
Goodwill and intangible assets impairment charge		-		-		-		-
(Gain)/loss on disposal of vessels, including impairments		-		-		-		-
Total Operating Expenses		275		8,106		321		5,929
Income/(loss) from Vessel Operations		1,054		18,569		667		11,125
Equity in Income/(loss) of Affiliated Companies		-		-		-		-
Operating Income/(loss)		1,054		18,569		667		11,125
Other Income/(expense)		-		-		-		-
Income/(loss) before Interest Expense and Income Taxes		1,054		18,569		667		11,125
Interest Expense		-		-		-		-
Income/(loss) before Reorganization Items and Income Taxes		1,054		18,569		667		11,125
Reorganization Items, net		-		-		-		-
Income/(loss) before Income Taxes		1,054		18,569		667		11,125
Income Tax (Benefit)/Provision		-		-		-		-
Net Income/(Loss)	$	1,054	$	18,569	$	667	$	11,125

Preliminary and Unaudited

See Notes to Unaudited Condensed Consolidating Statements of Operations and Balance Sheets

Page 85 of 174

Appendix C

Overseas Shipholding Group, Inc.

Unaudited Condensed Consolidating Statements of Operations

For the Periods from June 1 - 30, 2014 and November 14, 2012 to June 30, 2014

	OSG 252 LLC				OSG 254 LLC
(000's)	June 1 - 30, 2014		November 14, 2012 - June 30, 2014		June 1 - 30, 2014		November 14, 2012 - June 30, 2014

Shipping Revenues:

Pool revenues	$	-	$	-	$	-	$	-
Time and bareboat charter revenues		1,000		17,200		1,020		10,781
Voyage charter revenues		-		4,686		-		8,419
		1,000		21,886		1,020		19,200
Operating Expenses:
Voyage expenses		13		1,474		15		284
Vessel expenses		20		907		25		966
Charter hire expenses		-		-		-		-
Depreciation and amortization		155		4,237		264		5,279
General and administrative		-		-		-		-
Goodwill and intangible assets impairment charge		-		-		-		-
(Gain)/loss on disposal of vessels, including impairments		-		-		-		-
Total Operating Expenses		188		6,618		304		6,529
Income/(loss) from Vessel Operations		812		15,268		716		12,671
Equity in Income/(loss) of Affiliated Companies		-		-		-		-
Operating Income/(loss)		812		15,268		716		12,671
Other Income/(expense)		-		-		-		-
Income/(loss) before Interest Expense and Income Taxes		812		15,268		716		12,671
Interest Expense		-		-		-		-
Income/(loss) before Reorganization Items and Income Taxes		812		15,268		716		12,671
Reorganization Items, net		-		-		-		-
Income/(loss) before Income Taxes		812		15,268		716		12,671
Income Tax (Benefit)/Provision		-		-		-		-
Net Income/(Loss)	$	812	$	15,268	$	716	$	12,671

Preliminary and Unaudited

See Notes to Unaudited Condensed Consolidating Statements of Operations and Balance Sheets

Page 86 of 174

Appendix C

Overseas Shipholding Group, Inc.

Unaudited Condensed Consolidating Statements of Operations

For the Periods from June 1 - 30, 2014 and November 14, 2012 to June 30, 2014

	OSG 300 LLC				OSG 400 LLC
(000's)	June 1 - 30, 2014		November 14, 2012 - June 30, 2014		June 1 - 30, 2014		November 14, 2012 - June 30, 2014

Shipping Revenues:

Pool revenues	$	-	$	-	$	-	$	-
Time and bareboat charter revenues		-		-		-		-
Voyage charter revenues		-		-		-		-
		-		-		-		-
Operating Expenses:
Voyage expenses		-		-		-		-
Vessel expenses		-		-		-		(226	)
Charter hire expenses		-		-		-		-
Depreciation and amortization		-		-		-		-
General and administrative		-		-		-		-
Goodwill and intangible assets impairment charge		-		-		-		-
(Gain)/loss on disposal of vessels, including impairments		-		-		-		-
Total Operating Expenses		-		-		-		(226	)
Income/(loss) from Vessel Operations		-		-		-		226
Equity in Income/(loss) of Affiliated Companies		-		-		-		-
Operating Income/(loss)		-		-		-		226
Other Income/(expense)		-		-		-		-
Income/(loss) before Interest Expense and Income Taxes		-		-		-		226
Interest Expense		-		-		-		-
Income/(loss) before Reorganization Items and Income Taxes		-		-		-		226
Reorganization Items, net		-		-		-		-
Income/(loss) before Income Taxes		-		-		-		226
Income Tax (Benefit)/Provision		-		-		-		-
Net Income/(Loss)	$	-	$	-	$	-	$	226

Preliminary and Unaudited

See Notes to Unaudited Condensed Consolidating Statements of Operations and Balance Sheets

Page 87 of 174

Appendix C

Overseas Shipholding Group, Inc.

Unaudited Condensed Consolidating Statements of Operations

For the Periods from June 1 - 30, 2014 and November 14, 2012 to June 30, 2014

	OSG America L.P.				OSG America LLC
(000's)	June 1 - 30, 2014		November 14, 2012 - June 30, 2014		June 1 - 30, 2014		November 14, 2012 - June 30, 2014

Shipping Revenues:

Pool revenues	$	-	$	-	$	-	$	-
Time and bareboat charter revenues		-		-		-		-
Voyage charter revenues		-		-		-		-
		-		-		-		-
Operating Expenses:
Voyage expenses		-		-		-		-
Vessel expenses		-		-		-		-
Charter hire expenses		-		-		-		-
Depreciation and amortization		-		-		-		-
General and administrative		-		-		-		-
Goodwill and intangible assets impairment charge		-		-		-		-
(Gain)/loss on disposal of vessels, including impairments		-		-		-		-
Total Operating Expenses		-		-		-		-
Income/(loss) from Vessel Operations		-		-		-		-
Equity in Income/(loss) of Affiliated Companies		-		-		-		-
Operating Income/(loss)		-		-		-		-
Other Income/(expense)		-		-		-		-
Income/(loss) before Interest Expense and Income Taxes		-		-		-		-
Interest Expense		-		-		-		-
Income/(loss) before Reorganization Items and Income Taxes		-		-		-		-
Reorganization Items, net		-		-		-		-
Income/(loss) before Income Taxes		-		-		-		-
Income Tax (Benefit)/Provision		-		-		-		1
Net Income/(Loss)	$	-	$	-	$	-	$	(1	)

Preliminary and Unaudited

See Notes to Unaudited Condensed Consolidating Statements of Operations and Balance Sheets

Page 88 of 174

Appendix C

Overseas Shipholding Group, Inc.

Unaudited Condensed Consolidating Statements of Operations

For the Periods from June 1 - 30, 2014 and November 14, 2012 to June 30, 2014

	OSG America Operating Company LLC						OSG Car Carriers, Inc.
(000's)	June 1 - 30, 2014			November 14, 2012 - June 30, 2014			June 1 - 30, 2014			November 14, 2012 - June 30, 2014

Shipping Revenues:

Pool revenues	$	-		$	-		$	-		$	-
Time and bareboat charter revenues		-			-			-			-
Voyage charter revenues		-			100			-			-
		-			100			-			-
Operating Expenses:
Voyage expenses		-			-			-			-
Vessel expenses		-			2			12			12
Charter hire expenses		-			-			-			-
Depreciation and amortization		383			7,501			-			-
General and administrative		-			-			0			0
Goodwill and intangible assets impairment charge		-			-			-			-
(Gain)/loss on disposal of vessels, including impairments		-			-			-			-
Total Operating Expenses		383			7,502			13			13
Income/(loss) from Vessel Operations		(383	)		(7,403	)		(13	)		(13	)
Equity in Income/(loss) of Affiliated Companies		388			6,877			-			-
Operating Income/(loss)		5			(525	)		(13	)		(13	)
Other Income/(expense)		38			428			-			-
Income/(loss) before Interest Expense and Income Taxes		43			(97	)		(13	)		(13	)
Interest Expense		-			0			-			-
Income/(loss) before Reorganization Items and Income Taxes		43			(97	)		(13	)		(13	)
Reorganization Items, net		-			-			-			-
Income/(loss) before Income Taxes		43			(97	)		(13	)		(13	)
Income Tax (Benefit)/Provision		-			1			-			-
Net Income/(Loss)	$	43		$	(98	)	$	(13	)	$	(13	)

Preliminary and Unaudited

See Notes to Unaudited Condensed Consolidating Statements of Operations and Balance Sheets

Page 89 of 174

Appendix C

Overseas Shipholding Group, Inc.

Unaudited Condensed Consolidating Statements of Operations

For the Periods from June 1 - 30, 2014 and November 14, 2012 to June 30, 2014

	OSG Clean Products International, Inc.				OSG Columbia LLC
(000's)	June 1 - 30, 2014		November 14, 2012 - June 30, 2014		June 1 - 30, 2014			November 14, 2012 - June 30, 2014

Shipping Revenues:

Pool revenues	$	-	$	-	$	-		$	-
Time and bareboat charter revenues		-		-		-			-
Voyage charter revenues		-		-		-			-
		-		-		-			-
Operating Expenses:
Voyage expenses		-		-		-			(0	)
Vessel expenses		-		-		259			4,546
Charter hire expenses		-		-		-			-
Depreciation and amortization		-		-		35			1,290
General and administrative		-		-		8			135
Goodwill and intangible assets impairment charge		-		-		-			-
(Gain)/loss on disposal of vessels, including impairments		-		-		-			-
Total Operating Expenses		-		-		302			5,971
Income/(loss) from Vessel Operations		-		-		(302	)		(5,971	)
Equity in Income/(loss) of Affiliated Companies		-		-		-			-
Operating Income/(loss)		-		-		(302	)		(5,971	)
Other Income/(expense)		-		-		-			-
Income/(loss) before Interest Expense and Income Taxes		-		-		(302	)		(5,971	)
Interest Expense		-		-		-			-
Income/(loss) before Reorganization Items and Income Taxes		-		-		(302	)		(5,971	)
Reorganization Items, net		-		-		-			-
Income/(loss) before Income Taxes		-		-		(302	)		(5,971	)
Income Tax (Benefit)/Provision		-		-		-			-
Net Income/(Loss)	$	-	$	-	$	(302	)	$	(5,971	)

Preliminary and Unaudited

See Notes to Unaudited Condensed Consolidating Statements of Operations and Balance Sheets

Page 90 of 174

Appendix C

Overseas Shipholding Group, Inc.

Unaudited Condensed Consolidating Statements of Operations

For the Periods from June 1 - 30, 2014 and November 14, 2012 to June 30, 2014

	OSG Constitution LLC						OSG Courageous LLC
(000's)	June 1 - 30, 2014			November 14, 2012 - June 30, 2014			June 1 - 30, 2014			November 14, 2012 - June 30, 2014

Shipping Revenues:

Pool revenues	$	-		$	-		$	-		$	-
Time and bareboat charter revenues		-			-			-			-
Voyage charter revenues		-			-			-			-
		-			-			-			-
Operating Expenses:
Voyage expenses		-			-			-			-
Vessel expenses		(3	)		(0	)		298			4,664
Charter hire expenses		-			-			-			-
Depreciation and amortization		-			-			81			1,548
General and administrative		-			-			8			139
Goodwill and intangible assets impairment charge		-			-			-			-
(Gain)/loss on disposal of vessels, including impairments		-			-			-			-
Total Operating Expenses		(3	)		(0	)		388			6,351
Income/(loss) from Vessel Operations		3			0			(388	)		(6,351	)
Equity in Income/(loss) of Affiliated Companies		-			-			-			-
Operating Income/(loss)		3			0			(388	)		(6,351	)
Other Income/(expense)		-			-			-			-
Income/(loss) before Interest Expense and Income Taxes		3			0			(388	)		(6,351	)
Interest Expense		-			-			-			-
Income/(loss) before Reorganization Items and Income Taxes		3			0			(388	)		(6,351	)
Reorganization Items, net		-			-			-			-
Income/(loss) before Income Taxes		3			0			(388	)		(6,351	)
Income Tax (Benefit)/Provision		-			-			-			-
Net Income/(Loss)	$	3		$	0		$	(388	)	$	(6,351	)

Preliminary and Unaudited

See Notes to Unaudited Condensed Consolidating Statements of Operations and Balance Sheets

Page 91 of 174

Appendix C

Overseas Shipholding Group, Inc.

Unaudited Condensed Consolidating Statements of Operations

For the Periods from June 1 - 30, 2014 and November 14, 2012 to June 30, 2014

	OSG Delaware Bay Lightering LLC				OSG Discovery LLC
(000's)	June 1 - 30, 2014		November 14, 2012 - June 30, 2014		June 1 - 30, 2014		November 14, 2012 - June 30, 2014

Shipping Revenues:

Pool revenues	$	-	$	-	$	-	$	-
Time and bareboat charter revenues		-		-		-		-
Voyage charter revenues		6,172		90,865		-		-
		6,172		90,865		-		-
Operating Expenses:
Voyage expenses		939		15,371		-		-
Vessel expenses		1,254		20,498		-		-
Charter hire expenses		-		-		-		-
Depreciation and amortization		1,106		21,704		-		-
General and administrative		25		451		-		-
Goodwill and intangible assets impairment charge		-		-		-		-
(Gain)/loss on disposal of vessels, including impairments		-		-		-		(956	)
Total Operating Expenses		3,324		58,025		-		(956	)
Income/(loss) from Vessel Operations		2,849		32,839		-		956
Equity in Income/(loss) of Affiliated Companies		-		-		-		-
Operating Income/(loss)		2,849		32,839		-		956
Other Income/(expense)		-		-		-		-
Income/(loss) before Interest Expense and Income Taxes		2,849		32,839		-		956
Interest Expense		-		-		-		-
Income/(loss) before Reorganization Items and Income Taxes		2,849		32,839		-		956
Reorganization Items, net		-		-		-		-
Income/(loss) before Income Taxes		2,849		32,839		-		956
Income Tax (Benefit)/Provision		-		-		-		-
Net Income/(Loss)	$	2,849	$	32,839	$	-	$	956

Preliminary and Unaudited

See Notes to Unaudited Condensed Consolidating Statements of Operations and Balance Sheets

Page 92 of 174

Appendix C

Overseas Shipholding Group, Inc.

Unaudited Condensed Consolidating Statements of Operations

For the Periods from June 1 - 30, 2014 and November 14, 2012 to June 30, 2014

	OSG Endeavor LLC					OSG Endurance LLC
(000's)	June 1 - 30, 2014		November 14, 2012 - June 30, 2014			June 1 - 30, 2014			November 14, 2012 - June 30, 2014

Shipping Revenues:

Pool revenues	$	-	$	-		$	-		$	-
Time and bareboat charter revenues		-		-			-			-
Voyage charter revenues		-		-			-			-
		-		-			-			-
Operating Expenses:
Voyage expenses		-		-			(2	)		-
Vessel expenses		-		-			269			4,368
Charter hire expenses		-		-			-			-
Depreciation and amortization		-		-			83			1,634
General and administrative		-		-			8			132
Goodwill and intangible assets impairment charge		-		-			-			-
(Gain)/loss on disposal of vessels, including impairments		-		72			-			-
Total Operating Expenses		-		72			359			6,134
Income/(loss) from Vessel Operations		-		(72	)		(359	)		(6,134	)
Equity in Income/(loss) of Affiliated Companies		-		-			-			-
Operating Income/(loss)		-		(72	)		(359	)		(6,134	)
Other Income/(expense)		-		-			-			-
Income/(loss) before Interest Expense and Income Taxes		-		(72	)		(359	)		(6,134	)
Interest Expense		-		-			-			-
Income/(loss) before Reorganization Items and Income Taxes		-		(72	)		(359	)		(6,134	)
Reorganization Items, net		-		-			-			-
Income/(loss) before Income Taxes		-		(72	)		(359	)		(6,134	)
Income Tax (Benefit)/Provision		-		-			-			-
Net Income/(Loss)	$	-	$	(72	)	$	(359	)	$	(6,134	)

Preliminary and Unaudited

See Notes to Unaudited Condensed Consolidating Statements of Operations and Balance Sheets

Page 93 of 174

Appendix C

Overseas Shipholding Group, Inc.

Unaudited Condensed Consolidating Statements of Operations

For the Periods from June 1 - 30, 2014 and November 14, 2012 to June 30, 2014

	OSG Enterprise LLC						OSG Financial Corp.
(000's)	June 1 - 30, 2014			November 14, 2012 - June 30, 2014			June 1 - 30, 2014		November 14, 2012 - June 30, 2014

Shipping Revenues:

Pool revenues	$	-		$	-		$	-	$	-
Time and bareboat charter revenues		-			-			-		-
Voyage charter revenues		-			-			-		-
		-			-			-		-
Operating Expenses:
Voyage expenses		-			(1	)		-		-
Vessel expenses		229			4,699			-		-
Charter hire expenses		-			-			-		-
Depreciation and amortization		24			1,971			-		-
General and administrative		8			131			-		-
Goodwill and intangible assets impairment charge		-			-			-		-
(Gain)/loss on disposal of vessels, including impairments		-			-			-		-
Total Operating Expenses		260			6,801			-		-
Income/(loss) from Vessel Operations		(260	)		(6,801	)		-		-
Equity in Income/(loss) of Affiliated Companies		-			-			-		-
Operating Income/(loss)		(260	)		(6,801	)		-		-
Other Income/(expense)		-			-			-		(174	)
Income/(loss) before Interest Expense and Income Taxes		(260	)		(6,801	)		-		(174	)
Interest Expense		-			-			-		-
Income/(loss) before Reorganization Items and Income Taxes		(260	)		(6,801	)		-		(174	)
Reorganization Items, net		-			-			-		-
Income/(loss) before Income Taxes		(260	)		(6,801	)		-		(174	)
Income Tax (Benefit)/Provision		-			-			-		-
Net Income/(Loss)	$	(260	)	$	(6,801	)	$	-	$	(174	)

Preliminary and Unaudited

See Notes to Unaudited Condensed Consolidating Statements of Operations and Balance Sheets

Page 94 of 174

Appendix C

Overseas Shipholding Group, Inc.

Unaudited Condensed Consolidating Statements of Operations

For the Periods from June 1 - 30, 2014 and November 14, 2012 to June 30, 2014

	OSG Freedom LLC						OSG Honour LLC
(000's)	June 1 - 30, 2014			November 14, 2012 - June 30, 2014			June 1 - 30, 2014			November 14, 2012 - June 30, 2014

Shipping Revenues:

Pool revenues	$	-		$	-		$	-		$	-
Time and bareboat charter revenues		-			-			-			-
Voyage charter revenues		-			-			-			-
		-			-			-			-
Operating Expenses:
Voyage expenses		-			-			-			-
Vessel expenses		(14	)		3			240			4,561
Charter hire expenses		-			-			-			-
Depreciation and amortization		-			290			261			1,366
General and administrative		-			-			8			138
Goodwill and intangible assets impairment charge		-			-			-			-
(Gain)/loss on disposal of vessels, including impairments		-			709			-			-
Total Operating Expenses		(14	)		1,002			509			6,065
Income/(loss) from Vessel Operations		14			(1,002	)		(509	)		(6,065	)
Equity in Income/(loss) of Affiliated Companies		-			-			-			-
Operating Income/(loss)		14			(1,002	)		(509	)		(6,065	)
Other Income/(expense)		-			-			-			-
Income/(loss) before Interest Expense and Income Taxes		14			(1,002	)		(509	)		(6,065	)
Interest Expense		-			-			-			-
Income/(loss) before Reorganization Items and Income Taxes		14			(1,002	)		(509	)		(6,065	)
Reorganization Items, net		-			-			-			-
Income/(loss) before Income Taxes		14			(1,002	)		(509	)		(6,065	)
Income Tax (Benefit)/Provision		-			-			-			-
Net Income/(Loss)	$	14		$	(1,002	)	$	(509	)	$	(6,065	)

Preliminary and Unaudited

See Notes to Unaudited Condensed Consolidating Statements of Operations and Balance Sheets

Page 95 of 174

Appendix C

Overseas Shipholding Group, Inc.

Unaudited Condensed Consolidating Statements of Operations

For the Periods from June 1 - 30, 2014 and November 14, 2012 to June 30, 2014

	OSG Independence LLC						OSG Intrepid LLC
(000's)	June 1 - 30, 2014			November 14, 2012 - June 30, 2014			June 1 - 30, 2014			November 14, 2012 - June 30, 2014

Shipping Revenues:

Pool revenues	$	-		$	-		$	-		$	-
Time and bareboat charter revenues		-			-			-			-
Voyage charter revenues		-			-			-			-
		-			-			-			-
Operating Expenses:
Voyage expenses		-			9			-			-
Vessel expenses		260			4,466			257			4,657
Charter hire expenses		-			-			-			-
Depreciation and amortization		71			1,338			78			1,667
General and administrative		8			133			8			137
Goodwill and intangible assets impairment charge		-			-			-			-
(Gain)/loss on disposal of vessels, including impairments		-			-			-			-
Total Operating Expenses		339			5,945			343			6,461
Income/(loss) from Vessel Operations		(339	)		(5,945	)		(343	)		(6,461	)
Equity in Income/(loss) of Affiliated Companies		-			-			-			-
Operating Income/(loss)		(339	)		(5,945	)		(343	)		(6,461	)
Other Income/(expense)		-			-			-			-
Income/(loss) before Interest Expense and Income Taxes		(339	)		(5,945	)		(343	)		(6,461	)
Interest Expense		-			-			-			-
Income/(loss) before Reorganization Items and Income Taxes		(339	)		(5,945	)		(343	)		(6,461	)
Reorganization Items, net		-			-			-			-
Income/(loss) before Income Taxes		(339	)		(5,945	)		(343	)		(6,461	)
Income Tax (Benefit)/Provision		-			-			-			-
Net Income/(Loss)	$	(339	)	$	(5,945	)	$	(343	)	$	(6,461	)

Preliminary and Unaudited

See Notes to Unaudited Condensed Consolidating Statements of Operations and Balance Sheets

Page 96 of 174

Appendix C

Overseas Shipholding Group, Inc.

Unaudited Condensed Consolidating Statements of Operations

For the Periods from June 1 - 30, 2014 and November 14, 2012 to June 30, 2014

	OSG Liberty LLC					OSG Lightering LLC
(000's)	June 1 - 30, 2014		November 14, 2012 - June 30, 2014			June 1 - 30, 2014			November 14, 2012 - June 30, 2014

Shipping Revenues:

Pool revenues	$	-	$	-		$	-		$	-
Time and bareboat charter revenues		-		-			-			-
Voyage charter revenues		-		-			3,670			123,421
		-		-			3,670			123,421
Operating Expenses:
Voyage expenses		-		-			2,491			73,314
Vessel expenses		-		(9	)		7			168
Charter hire expenses		-		-			1,009			41,806
Depreciation and amortization		-		-			58			2,250
General and administrative		-		-			211			4,818
Goodwill and intangible assets impairment charge		-		-			-			14,726
(Gain)/loss on disposal of vessels, including impairments		-		-			-			470
Total Operating Expenses		-		(9	)		3,775			137,553
Income/(loss) from Vessel Operations		-		9			(105	)		(14,132	)
Equity in Income/(loss) of Affiliated Companies		-		-			-			-
Operating Income/(loss)		-		9			(105	)		(14,132	)
Other Income/(expense)		-		-			2			20
Income/(loss) before Interest Expense and Income Taxes		-		9			(103	)		(14,112	)
Interest Expense		-		-			-			-
Income/(loss) before Reorganization Items and Income Taxes		-		9			(103	)		(14,112	)
Reorganization Items, net		-		-			56			(5	)
Income/(loss) before Income Taxes		-		9			(159	)		(14,107	)
Income Tax (Benefit)/Provision		-		-			-			-
Net Income/(Loss)	$	-	$	9		$	(159	)	$	(14,107	)

Preliminary and Unaudited

See Notes to Unaudited Condensed Consolidating Statements of Operations and Balance Sheets

Page 97 of 174

Appendix C

Overseas Shipholding Group, Inc.

Unaudited Condensed Consolidating Statements of Operations

For the Periods from June 1 - 30, 2014 and November 14, 2012 to June 30, 2014

	OSG Lightering Acquisition Corporation				OSG Lightering Solutions LLC
(000's)	June 1 - 30, 2014		November 14, 2012 – June 30, 2014		June 1 - 30, 2014		November 14, 2012 - June 30, 2014

Shipping Revenues:

Pool revenues	$	-	$	-	$	-	$	-
Time and bareboat charter revenues		-		-		-		-
Voyage charter revenues		-		-		-		-
		-		-		-		-
Operating Expenses:
Voyage expenses		-		-		-		-
Vessel expenses		-		-		-		-
Charter hire expenses		-		-		-		-
Depreciation and amortization		-		-		-		-
General and administrative		-		-		-		-
Goodwill and intangible assets impairment charge		-		-		-		1,567
(Gain)/loss on disposal of vessels, including impairments		-		-		-		-
Total Operating Expenses		-		-		-		1,567
Income/(loss) from Vessel Operations		-		-		-		(1,567	)
Equity in Income/(loss) of Affiliated Companies		-		-		-		-
Operating Income/(loss)		-		-		-		(1,567	)
Other Income/(expense)		-		-		-		-
Income/(loss) before Interest Expense and Income Taxes		-		-		-		(1,567	)
Interest Expense		-		-		-		-
Income/(loss) before Reorganization Items and Income Taxes		-		-		-		(1,567	)
Reorganization Items, net		-		-		-		-
Income/(loss) before Income Taxes		-		-		-		(1,567	)
Income Tax (Benefit)/Provision		-		-		-		-
Net Income/(Loss)	$	-	$	-	$	-	$	(1,567	)

Preliminary and Unaudited

See Notes to Unaudited Condensed Consolidating Statements of Operations and Balance Sheets

Page 98 of 174

Appendix C

Overseas Shipholding Group, Inc.

Unaudited Condensed Consolidating Statements of Operations

For the Periods from June 1 - 30, 2014 and November 14, 2012 to June 30, 2014

	OSG Mariner LLC					OSG Maritrans Parent LLC
(000's)	June 1 - 30, 2014		November 14, 2012 - June 30, 2014			June 1 - 30, 2014			November 14, 2012 - June 30, 2014

Shipping Revenues:

Pool revenues	$	-	$	-		$	-		$	-
Time and bareboat charter revenues		-		-			-			-
Voyage charter revenues		-		-			-			-
		-		-			-			-
Operating Expenses:
Voyage expenses		-		-			-			-
Vessel expenses		-		-			-			-
Charter hire expenses		-		-			-			-
Depreciation and amortization		-		-			6			111
General and administrative		-		-			-			-
Goodwill and intangible assets impairment charge		-		-			-			-
(Gain)/loss on disposal of vessels, including impairments		-		72			-			-
Total Operating Expenses		-		72			6			111
Income/(loss) from Vessel Operations		-		(72	)		(6	)		(111	)
Equity in Income/(loss) of Affiliated Companies		-		-			-			-
Operating Income/(loss)		-		(72	)		(6	)		(111	)
Other Income/(expense)		-		-			-			-
Income/(loss) before Interest Expense and Income Taxes		-		(72	)		(6	)		(111	)
Interest Expense		-		-			-			-
Income/(loss) before Reorganization Items and Income Taxes		-		(72	)		(6	)		(111	)
Reorganization Items, net		-		-			-			-
Income/(loss) before Income Taxes		-		(72	)		(6	)		(111	)
Income Tax (Benefit)/Provision		-		-			-			-
Net Income/(Loss)	$	-	$	(72	)	$	(6	)	$	(111	)

Preliminary and Unaudited

See Notes to Unaudited Condensed Consolidating Statements of Operations and Balance Sheets

Page 99 of 174

Appendix C

Overseas Shipholding Group, Inc.

Unaudited Condensed Consolidating Statements of Operations

For the Periods from June 1 - 30, 2014 and November 14, 2012 to June 30, 2014

	OSG Navigator LLC						OSG New York, Inc.
(000's)	June 1 - 30, 2014			November 14, 2012 - June 30, 2014			June 1 - 30, 2014			November 14, 2012 - June 30, 2014

Shipping Revenues:

Pool revenues	$	-		$	-		$	12		$	9,353
Time and bareboat charter revenues		-			-			-			-
Voyage charter revenues		-			-			-			4,034
		-			-			12			13,387
Operating Expenses:
Voyage expenses		-			-			2			2,169
Vessel expenses		303			4,536			2			139
Charter hire expenses		-			-			-			12,916
Depreciation and amortization		30			1,185			-			-
General and administrative		8			137			-			-
Goodwill and intangible assets impairment charge		-			-			-			-
(Gain)/loss on disposal of vessels, including impairments		-			-			-			-
Total Operating Expenses		342			5,858			3			15,224
Income/(loss) from Vessel Operations		(342	)		(5,858	)		8			(1,837	)
Equity in Income/(loss) of Affiliated Companies		-			-			-			-
Operating Income/(loss)		(342	)		(5,858	)		8			(1,837	)
Other Income/(expense)		-			-			-			-
Income/(loss) before Interest Expense and Income Taxes		(342	)		(5,858	)		8			(1,837	)
Interest Expense		-			-			(21	)		(21	)
Income/(loss) before Reorganization Items and Income Taxes		(342	)		(5,858	)		(12	)		(1,858	)
Reorganization Items, net		-			-			-			306
Income/(loss) before Income Taxes		(342	)		(5,858	)		(12	)		(2,163	)
Income Tax (Benefit)/Provision		-			-			-			-
Net Income/(Loss)	$	(342	)	$	(5,858	)	$	(12	)	$	(2,163	)

Preliminary and Unaudited

See Notes to Unaudited Condensed Consolidating Statements of Operations and Balance Sheets

Page 100 of 174

Appendix C

Overseas Shipholding Group, Inc.

Unaudited Condensed Consolidating Statements of Operations

For the Periods from June 1 - 30, 2014 and November 14, 2012 to June 30, 2014

OSG Product Tankers AVTC, LLC

OSG Product Tankers I, LLC

(000's)

June 1 - 30, 2014

November 14,
2012 - June 30,
2014

June 1 - 30, 2014

November 14,
2012 - June 30,
2014

Shipping Revenues:

Pool revenues

Time and bareboat charter revenues

Voyage charter revenues

Operating Expenses:

Voyage expenses

Vessel expenses

Charter hire expenses

Depreciation and amortization

General and administrative

Goodwill and intangible assets impairment charge

(Gain)/loss on disposal of vessels, including impairments

Total Operating Expenses

Income/(loss) from Vessel Operations

Equity in Income/(loss) of Affiliated Companies

Operating Income/(loss)

Other Income/(expense)

Income/(loss) before Interest Expense and Income Taxes

Interest Expense

Income/(loss) before Reorganization Items and Income Taxes

Reorganization Items, net

Income/(loss) before Income Taxes

Income Tax (Benefit)/Provision

Net Income/(Loss)

Preliminary and Unaudited

See Notes to Unaudited Condensed Consolidating Statements of Operations and Balance Sheets

Page 101 of 174

Appendix C

Overseas Shipholding Group, Inc.

Unaudited Condensed Consolidating Statements of Operations

For the Periods from June 1 - 30, 2014 and November 14, 2012 to June 30, 2014

OSG Product Tankers II, LLC

OSG Product Tankers Member LLC

(000's)

June 1 - 30, 2014

November 14,
2012 - June 30,
2014

June 1 - 30, 2014

November 14,
2012 - June 30,
2014

Shipping Revenues:

Pool revenues

Time and bareboat charter revenues

Voyage charter revenues

Operating Expenses:

Voyage expenses

Vessel expenses

Charter hire expenses

Depreciation and amortization

General and administrative

Goodwill and intangible assets impairment charge

(Gain)/loss on disposal of vessels, including impairments

Total Operating Expenses

Income/(loss) from Vessel Operations

Equity in Income/(loss) of Affiliated Companies

Operating Income/(loss)

Other Income/(expense)

Income/(loss) before Interest Expense and Income Taxes

Interest Expense

Income/(loss) before Reorganization Items and Income Taxes

Reorganization Items, net

Income/(loss) before Income Taxes

Income Tax (Benefit)/Provision

Net Income/(Loss)

Preliminary and Unaudited

See Notes to Unaudited Condensed Consolidating Statements of Operations and Balance Sheets

Page 102 of 174

Appendix C

Overseas Shipholding Group, Inc.

Unaudited Condensed Consolidating Statements of Operations

For the Periods from June 1 - 30, 2014 and November 14, 2012 to June 30, 2014

	OSG Product Tankers, LLC				OSG Quest LLC
(000's)	June 1 - 30, 2014		November 14, 2012 – June 30, 2014		June 1 - 30, 2014		November 14, 2012 - June 30, 2014

Shipping Revenues:

Pool revenues	$	-	$	-	$	-	$	-
Time and bareboat charter revenues		-		-		-		-
Voyage charter revenues		-		-		-		-
		-		-		-		-
Operating Expenses:
Voyage expenses		-		-		-		-
Vessel expenses		-		-		-		-
Charter hire expenses		-		-		-		-
Depreciation and amortization		-		-		-		-
General and administrative		-		-		-		-
Goodwill and intangible assets impairment charge		-		-		-		-
(Gain)/loss on disposal of vessels, including impairments		-		-		-		41
Total Operating Expenses		-		-		-		41
Income/(loss) from Vessel Operations		-		-		-		(41	)
Equity in Income/(loss) of Affiliated Companies		-		-		-		-
Operating Income/(loss)		-		-		-		(41	)
Other Income/(expense)		-		-		-		-
Income/(loss) before Interest Expense and Income Taxes		-		-		-		(41	)
Interest Expense		-		-		-		-
Income/(loss) before Reorganization Items and Income Taxes		-		-		-		(41	)
Reorganization Items, net		-		-		-		-
Income/(loss) before Income Taxes		-		-		-		(41	)
Income Tax (Benefit)/Provision		-		-		-		-
Net Income/(Loss)	$	-	$	-	$	-	$	(41	)

Preliminary and Unaudited

See Notes to Unaudited Condensed Consolidating Statements of Operations and Balance Sheets

Page 103 of 174

Appendix C

Overseas Shipholding Group, Inc.

Unaudited Condensed Consolidating Statements of Operations

For the Periods from June 1 - 30, 2014 and November 14, 2012 to June 30, 2014

	OSG Seafarer LLC					OSG Ship Management, Inc.
(000's)	June 1 - 30, 2014		November 14, 2012 - June 30, 2014			June 1 - 30, 2014			November 14, 2012 - June 30, 2014

Shipping Revenues:

Pool revenues	$	-	$	-		$	-		$	-
Time and bareboat charter revenues		-		-			-			-
Voyage charter revenues		-		-			-			-
		-		-			-			-
Operating Expenses:
Voyage expenses		-		-			-			-
Vessel expenses		-		(0	)		-			-
Charter hire expenses		-		-			-			-
Depreciation and amortization		-		-			116			4,102
General and administrative		-		-			3,843			59,114
Goodwill and intangible assets impairment charge		-		-			-			-
(Gain)/loss on disposal of vessels, including impairments		-		-			-			-
Total Operating Expenses		-		(0	)		3,958			63,215
Income/(loss) from Vessel Operations		-		0			(3,958	)		(63,215	)
Equity in Income/(loss) of Affiliated Companies		-		-			-			-
Operating Income/(loss)		-		0			(3,958	)		(63,215	)
Other Income/(expense)		-		-			-			36
Income/(loss) before Interest Expense and Income Taxes		-		0			(3,958	)		(63,179	)
Interest Expense		-		-			-			-
Income/(loss) before Reorganization Items and Income Taxes		-		0			(3,958	)		(63,179	)
Reorganization Items, net		-		-			2,788			5,071
Income/(loss) before Income Taxes		-		0			(6,747	)		(68,250	)
Income Tax (Benefit)/Provision		-		-			2			5
Net Income/(Loss)	$	-	$	0		$	(6,749	)	$	(68,255	)

Preliminary and Unaudited

See Notes to Unaudited Condensed Consolidating Statements of Operations and Balance Sheets

Page 104 of 174

Appendix C

Overseas Shipholding Group, Inc.

Unaudited Condensed Consolidating Statements of Operations

For the Periods from June 1 - 30, 2014 and November 14, 2012 to June 30, 2014

OSG Valour LLC

Overseas Allegiance Corporation

(000's)

June 1 - 30, 2014

November 14,
2012 - June 30,
2014

June 1 - 30, 2014

November 14,
2012 - June 30,
2014

Shipping Revenues:

Pool revenues

Time and bareboat charter revenues

Voyage charter revenues

Operating Expenses:

Voyage expenses

Vessel expenses

Charter hire expenses

Depreciation and amortization

General and administrative

Goodwill and intangible assets impairment charge

(Gain)/loss on disposal of vessels, including impairments

Total Operating Expenses

Income/(loss) from Vessel Operations

Equity in Income/(loss) of Affiliated Companies

Operating Income/(loss)

Other Income/(expense)

Income/(loss) before Interest Expense and Income Taxes

Interest Expense

Income/(loss) before Reorganization Items and Income Taxes

Reorganization Items, net

Income/(loss) before Income Taxes

Income Tax (Benefit)/Provision

Net Income/(Loss)

Preliminary and Unaudited

See Notes to Unaudited Condensed Consolidating Statements of Operations and Balance Sheets

Page 105 of 174

Appendix C

Overseas Shipholding Group, Inc.

Unaudited Condensed Consolidating Statements of Operations

For the Periods from June 1 - 30, 2014 and November 14, 2012 to June 30, 2014

	Overseas Anacortes LLC				Overseas Boston LLC
(000's)	June 1 - 30, 2014		November 14, 2012 - June 30, 2014		June 1 - 30, 2014		November 14, 2012 - June 30, 2014

Shipping Revenues:

Pool revenues	$	-	$	-	$	-	$	-
Time and bareboat charter revenues		1,950		36,680		1,733		30,707
Voyage charter revenues		3		36		-		60
		1,953		36,716		1,733		30,768
Operating Expenses:
Voyage expenses		27		495		22		457
Vessel expenses		542		10,853		543		11,347
Charter hire expenses		784		15,242		768		14,980
Depreciation and amortization		32		377		49		949
General and administrative		17		327		17		333
Goodwill and intangible assets impairment charge		-		-		-		-
(Gain)/loss on disposal of vessels, including impairments		-		-		-		-
Total Operating Expenses		1,403		27,294		1,399		28,066
Income/(loss) from Vessel Operations		550		9,422		333		2,702
Equity in Income/(loss) of Affiliated Companies		-		-		-		-
Operating Income/(loss)		550		9,422		333		2,702
Other Income/(expense)		-		-		-		-
Income/(loss) before Interest Expense and Income Taxes		550		9,422		333		2,702
Interest Expense		-		-		-		-
Income/(loss) before Reorganization Items and Income Taxes		550		9,422		333		2,702
Reorganization Items, net		-		-		-		-
Income/(loss) before Income Taxes		550		9,422		333		2,702
Income Tax (Benefit)/Provision		-		22		-		7
Net Income/(Loss)	$	550	$	9,400	$	333	$	2,695

Preliminary and Unaudited

See Notes to Unaudited Condensed Consolidating Statements of Operations and Balance Sheets

Page 106 of 174

Appendix C

Overseas Shipholding Group, Inc.

Unaudited Condensed Consolidating Statements of Operations

For the Periods from June 1 - 30, 2014 and November 14, 2012 to June 30, 2014

	Overseas Diligence LLC					Overseas Galena Bay LLC
(000's)	June 1 - 30, 2014		November 14, 2012 - June 30, 2014			June 1 - 30, 2014			November 14, 2012 - June 30, 2014

Shipping Revenues:

Pool revenues	$	-	$	-		$	-		$	-
Time and bareboat charter revenues		-		-			-			-
Voyage charter revenues		-		-			-			-
		-		-			-			-
Operating Expenses:
Voyage expenses		-		-			-			-
Vessel expenses		-		(2	)		14			14
Charter hire expenses		-		-			-			-
Depreciation and amortization		-		-			-			-
General and administrative		-		-			1			1
Goodwill and intangible assets impairment charge		-		-			-			-
(Gain)/loss on disposal of vessels, including impairments		-		-			-			-
Total Operating Expenses		-		(2	)		15			15
Income/(loss) from Vessel Operations		-		2			(15	)		(15	)
Equity in Income/(loss) of Affiliated Companies		-		-			-			-
Operating Income/(loss)		-		2			(15	)		(15	)
Other Income/(expense)		-		-			-			-
Income/(loss) before Interest Expense and Income Taxes		-		2			(15	)		(15	)
Interest Expense		-		-			-			-
Income/(loss) before Reorganization Items and Income Taxes		-		2			(15	)		(15	)
Reorganization Items, net		-		-			-			-
Income/(loss) before Income Taxes		-		2			(15	)		(15	)
Income Tax (Benefit)/Provision		-		-			-			-
Net Income/(Loss)	$	-	$	2		$	(15	)	$	(15	)

Preliminary and Unaudited

See Notes to Unaudited Condensed Consolidating Statements of Operations and Balance Sheets

Page 107 of 174

Appendix C

Overseas Shipholding Group, Inc.

Unaudited Condensed Consolidating Statements of Operations

For the Periods from June 1 - 30, 2014 and November 14, 2012 to June 30, 2014

	Overseas Houston LLC				Overseas Integrity LLC
(000's)	June 1 - 30, 2014		November 14, 2012 - June 30, 2014		June 1 - 30, 2014		November 14, 2012 - June 30, 2014

Shipping Revenues:

Pool revenues	$	-	$	-	$	-	$	-
Time and bareboat charter revenues		1,493		28,133		-		-
Voyage charter revenues		-		-		-		-
		1,493		28,133		-		-
Operating Expenses:
Voyage expenses		6		117		-		-
Vessel expenses		551		10,850		-		(3	)
Charter hire expenses		835		14,402		-		-
Depreciation and amortization		55		1,204		-		-
General and administrative		17		331		-		-
Goodwill and intangible assets impairment charge		-		-		-		-
(Gain)/loss on disposal of vessels, including impairments		-		-		-		-
Total Operating Expenses		1,465		26,904		-		(3	)
Income/(loss) from Vessel Operations		28		1,229		-		3
Equity in Income/(loss) of Affiliated Companies		-		-		-		-
Operating Income/(loss)		28		1,229		-		3
Other Income/(expense)		-		-		-		-
Income/(loss) before Interest Expense and Income Taxes		28		1,229		-		3
Interest Expense		-		-		-		-
Income/(loss) before Reorganization Items and Income Taxes		28		1,229		-		3
Reorganization Items, net		-		-		-		-
Income/(loss) before Income Taxes		28		1,229		-		3
Income Tax (Benefit)/Provision		-		-		-		-
Net Income/(Loss)	$	28	$	1,229	$	-	$	3

Preliminary and Unaudited

See Notes to Unaudited Condensed Consolidating Statements of Operations and Balance Sheets

Page 108 of 174

Appendix C

Overseas Shipholding Group, Inc.

Unaudited Condensed Consolidating Statements of Operations

For the Periods from June 1 - 30, 2014 and November 14, 2012 to June 30, 2014

	Overseas Long Beach LLC				Overseas Los Angeles LLC
(000's)	June 1 - 30, 2014		November 14, 2012 - June 30, 2014		June 1 - 30, 2014		November 14, 2012 - June 30, 2014

Shipping Revenues:

Pool revenues	$	-	$	-	$	-	$	-
Time and bareboat charter revenues		1,410		27,801		1,410		27,721
Voyage charter revenues		-		-		-		7
		1,410		27,801		1,410		27,728
Operating Expenses:
Voyage expenses		12		235		12		238
Vessel expenses		526		10,768		568		11,133
Charter hire expenses		736		14,263		736		14,324
Depreciation and amortization		37		855		42		811
General and administrative		17		327		17		329
Goodwill and intangible assets impairment charge		-		-		-		-
(Gain)/loss on disposal of vessels, including impairments		-		-		-		-
Total Operating Expenses		1,328		26,448		1,375		26,834
Income/(loss) from Vessel Operations		82		1,353		35		894
Equity in Income/(loss) of Affiliated Companies		-		-		-		-
Operating Income/(loss)		82		1,353		35		894
Other Income/(expense)		-		-		-		-
Income/(loss) before Interest Expense and Income Taxes		82		1,353		35		894
Interest Expense		-		-		-		-
Income/(loss) before Reorganization Items and Income Taxes		82		1,353		35		894
Reorganization Items, net		-		-		-		-
Income/(loss) before Income Taxes		82		1,353		35		894
Income Tax (Benefit)/Provision		-		1		-		1
Net Income/(Loss)	$	82	$	1,352	$	35	$	893

Preliminary and Unaudited

See Notes to Unaudited Condensed Consolidating Statements of Operations and Balance Sheets

Page 109 of 174

Appendix C

Overseas Shipholding Group, Inc.

Unaudited Condensed Consolidating Statements of Operations

For the Periods from June 1 - 30, 2014 and November 14, 2012 to June 30, 2014

	Overseas Martinez LLC				Overseas New Orleans LLC
(000's)	June 1 - 30, 2014		November 14, 2012 - June 30, 2014		June 1 - 30, 2014			November 14, 2012 - June 30, 2014

Shipping Revenues:

Pool revenues	$	-	$	-	$	-		$	-
Time and bareboat charter revenues		1,733		32,688		-			-
Voyage charter revenues		-		61		-			-
		1,733		32,749		-			-
Operating Expenses:
Voyage expenses		22		485		-			-
Vessel expenses		597		11,549		7			12
Charter hire expenses		760		15,054		-			-
Depreciation and amortization		40		619		-			-
General and administrative		18		334		0			0
Goodwill and intangible assets impairment charge		-		-		-			-
(Gain)/loss on disposal of vessels, including impairments		-		-		-			-
Total Operating Expenses		1,436		28,042		7			12
Income/(loss) from Vessel Operations		297		4,707		(7	)		(12	)
Equity in Income/(loss) of Affiliated Companies		-		-		-			-
Operating Income/(loss)		297		4,707		(7	)		(12	)
Other Income/(expense)		-		-		-			-
Income/(loss) before Interest Expense and Income Taxes		297		4,707		(7	)		(12	)
Interest Expense		-		-		-			-
Income/(loss) before Reorganization Items and Income Taxes		297		4,707		(7	)		(12	)
Reorganization Items, net		-		-		-			-
Income/(loss) before Income Taxes		297		4,707		(7	)		(12	)
Income Tax (Benefit)/Provision		-		7		-			-
Net Income/(Loss)	$	297	$	4,700	$	(7	)	$	(12	)

Preliminary and Unaudited

See Notes to Unaudited Condensed Consolidating Statements of Operations and Balance Sheets

Page 110 of 174

Appendix C

Overseas Shipholding Group, Inc.

Unaudited Condensed Consolidating Statements of Operations

For the Periods from June 1 - 30, 2014 and November 14, 2012 to June 30, 2014

	Overseas New York LLC				Overseas Nikiski LLC
(000's)	June 1 - 30, 2014		November 14, 2012 - June 30, 2014		June 1 - 30, 2014		November 14, 2012 - June 30, 2014

Shipping Revenues:

Pool revenues	$	-	$	-	$	-	$	-
Time and bareboat charter revenues		1,403		26,800		1,598		29,365
Voyage charter revenues		-		-		-		66
		1,403		26,800		1,598		29,431
Operating Expenses:
Voyage expenses		6		112		21		451
Vessel expenses		517		10,669		599		11,953
Charter hire expenses		740		14,404		770		15,005
Depreciation and amortization		31		747		45		1,163
General and administrative		17		329		17		335
Goodwill and intangible assets impairment charge		-		-		-		-
(Gain)/loss on disposal of vessels, including impairments		-		-		-		-
Total Operating Expenses		1,311		26,261		1,452		28,907
Income/(loss) from Vessel Operations		91		539		145		524
Equity in Income/(loss) of Affiliated Companies		-		-		-		-
Operating Income/(loss)		91		539		145		524
Other Income/(expense)		-		-		-		-
Income/(loss) before Interest Expense and Income Taxes		91		539		145		524
Interest Expense		-		-		-		-
Income/(loss) before Reorganization Items and Income Taxes		91		539		145		524
Reorganization Items, net		-		-		-		-
Income/(loss) before Income Taxes		91		539		145		524
Income Tax (Benefit)/Provision		-		-		-		7
Net Income/(Loss)	$	91	$	539	$	145	$	517

Preliminary and Unaudited

See Notes to Unaudited Condensed Consolidating Statements of Operations and Balance Sheets

Page 111 of 174

Appendix C

Overseas Shipholding Group, Inc.

Unaudited Condensed Consolidating Statements of Operations

For the Periods from June 1 - 30, 2014 and November 14, 2012 to June 30, 2014

	Overseas Perseverance Corporation				Overseas Philadelphia LLC
(000's)	June 1 - 30, 2014		November 14, 2012 - June 30, 2014		June 1 - 30, 2014			November 14, 2012 - June 30, 2014

Shipping Revenues:

Pool revenues	$	-	$	-	$	-		$	-
Time and bareboat charter revenues		-		-		-			-
Voyage charter revenues		-		-		-			-
		-		-		-			-
Operating Expenses:
Voyage expenses		-		-		-			-
Vessel expenses		-		-		5			8
Charter hire expenses		-		-		-			-
Depreciation and amortization		-		-		-			-
General and administrative		-		-		0			0
Goodwill and intangible assets impairment charge		-		-		-			-
(Gain)/loss on disposal of vessels, including impairments		-		-		-			-
Total Operating Expenses		-		-		5			9
Income/(loss) from Vessel Operations		-		-		(5	)		(9	)
Equity in Income/(loss) of Affiliated Companies		-		-		-			-
Operating Income/(loss)		-		-		(5	)		(9	)
Other Income/(expense)		-		-		-			-
Income/(loss) before Interest Expense and Income Taxes		-		-		(5	)		(9	)
Interest Expense		-		-		-			-
Income/(loss) before Reorganization Items and Income Taxes		-		-		(5	)		(9	)
Reorganization Items, net		-		-		-			-
Income/(loss) before Income Taxes		-		-		(5	)		(9	)
Income Tax (Benefit)/Provision		-		-		-			-
Net Income/(Loss)	$	-	$	-	$	(5	)	$	(9	)

Preliminary and Unaudited

See Notes to Unaudited Condensed Consolidating Statements of Operations and Balance Sheets

Page 112 of 174

Appendix C

Overseas Shipholding Group, Inc.

Unaudited Condensed Consolidating Statements of Operations

For the Periods from June 1 - 30, 2014 and November 14, 2012 to June 30, 2014

	Overseas Puget Sound LLC						Overseas Sea Swift Corporation
(000's)	June 1 - 30, 2014			November 14, 2012 - June 30, 2014			June 1 - 30, 2014		November 14, 2012 - June 30, 2014

Shipping Revenues:

Pool revenues	$	-		$	-		$	-	$	-
Time and bareboat charter revenues		-			-			-		-
Voyage charter revenues		-			-			-		-
		-			-			-		-
Operating Expenses:
Voyage expenses		-			-			-		-
Vessel expenses		7			16			-		-
Charter hire expenses		-			-			-		-
Depreciation and amortization		-			-			-		-
General and administrative		0			0			-		-
Goodwill and intangible assets impairment charge		-			-			-		-
(Gain)/loss on disposal of vessels, including impairments		-			-			-		-
Total Operating Expenses		7			16			-		-
Income/(loss) from Vessel Operations		(7	)		(16	)		-		-
Equity in Income/(loss) of Affiliated Companies		-			-			-		-
Operating Income/(loss)		(7	)		(16	)		-		-
Other Income/(expense)		-			-			-		-
Income/(loss) before Interest Expense and Income Taxes		(7	)		(16	)		-		-
Interest Expense		-			-			-		-
Income/(loss) before Reorganization Items and Income Taxes		(7	)		(16	)		-		-
Reorganization Items, net		-			-			-		-
Income/(loss) before Income Taxes		(7	)		(16	)		-		-
Income Tax (Benefit)/Provision		-			-			-		-
Net Income/(Loss)	$	(7	)	$	(16	)	$	-	$	-

Preliminary and Unaudited

See Notes to Unaudited Condensed Consolidating Statements of Operations and Balance Sheets

Page 113 of 174

Appendix C

Overseas Shipholding Group, Inc.

Unaudited Condensed Consolidating Statements of Operations

For the Periods from June 1 - 30, 2014 and November 14, 2012 to June 30, 2014

	Overseas Shipping (GR) Ltd.					Overseas ST Holding LLC
(000's)	June 1 - 30, 2014		November 14, 2012 - June 30, 2014			June 1 - 30, 2014		November 14, 2012 - June 30, 2014

Shipping Revenues:

Pool revenues	$	-	$	-		$	-	$	-
Time and bareboat charter revenues		-		-			4,414		84,358
Voyage charter revenues		-		-			-		47
		-		-			4,414		84,405
Operating Expenses:
Voyage expenses		-		-			33		671
Vessel expenses		-		3			1,172		22,216
Charter hire expenses		-		-			-		-
Depreciation and amortization		-		-			881		17,595
General and administrative		-		-			35		668
Goodwill and intangible assets impairment charge		-		-			-		-
(Gain)/loss on disposal of vessels, including impairments		-		-			-		-
Total Operating Expenses		-		3			2,121		41,150
Income/(loss) from Vessel Operations		-		(3	)		2,293		43,255
Equity in Income/(loss) of Affiliated Companies		-		-			-		-
Operating Income/(loss)		-		(3	)		2,293		43,255
Other Income/(expense)		-		-			-		-
Income/(loss) before Interest Expense and Income Taxes		-		(3	)		2,293		43,255
Interest Expense		-		-			-		-
Income/(loss) before Reorganization Items and Income Taxes		-		(3	)		2,293		43,255
Reorganization Items, net		-		-			-		-
Income/(loss) before Income Taxes		-		(3	)		2,293		43,255
Income Tax (Benefit)/Provision		-		-			-		-
Net Income/(Loss)	$	-	$	(3	)	$	2,293	$	43,255

Preliminary and Unaudited

See Notes to Unaudited Condensed Consolidating Statements of Operations and Balance Sheets

Page 114 of 174

Appendix C

Overseas Shipholding Group, Inc.

Unaudited Condensed Consolidating Statements of Operations

For the Periods from June 1 - 30, 2014 and November 14, 2012 to June 30, 2014

	Overseas Tampa LLC					Overseas Texas City LLC
(000's)	June 1 - 30, 2014			November 14, 2012 - June 30, 2014		June 1 - 30, 2014		November 14, 2012 - June 30, 2014

Shipping Revenues:

Pool revenues	$	-		$	-	$	-	$	-
Time and bareboat charter revenues		(0	)		34,541		1,950		36,733
Voyage charter revenues		-			71		-		24
		(0	)		34,612		1,950		36,758
Operating Expenses:
Voyage expenses		(0	)		503		24		505
Vessel expenses		688			11,393		533		11,184
Charter hire expenses		765			15,551		723		14,337
Depreciation and amortization		2			43		39		663
General and administrative		13			328		17		330
Goodwill and intangible assets impairment charge		-			-		-		-
(Gain)/loss on disposal of vessels, including impairments		-			-		-		-
Total Operating Expenses		1,468			27,818		1,337		27,018
Income/(loss) from Vessel Operations		(1,468	)		6,794		613		9,739
Equity in Income/(loss) of Affiliated Companies		-			-		-		-
Operating Income/(loss)		(1,468	)		6,794		613		9,739
Other Income/(expense)		-			-		-		-
Income/(loss) before Interest Expense and Income Taxes		(1,468	)		6,794		613		9,739
Interest Expense		-			-		-		-
Income/(loss) before Reorganization Items and Income Taxes		(1,468	)		6,794		613		9,739
Reorganization Items, net		-			-		-		-
Income/(loss) before Income Taxes		(1,468	)		6,794		613		9,739
Income Tax (Benefit)/Provision		-			13		-		-
Net Income/(Loss)	$	(1,468	)	$	6,781	$	613	$	9,739

Preliminary and Unaudited

See Notes to Unaudited Condensed Consolidating Statements of Operations and Balance Sheets

Page 115 of 174

Appendix C

Overseas Shipholding Group, Inc.

Unaudited Condensed Consolidating Statements of Operations

For the Periods from June 1 - 30, 2014 and November 14, 2012 to June 30, 2014

	Pearlmar Limited						Petromar Limited
(000's)	June 1 - 30, 2014			November 14, 2012 - June 30, 2014			June 1 - 30, 2014		November 14, 2012 - June 30, 2014

Shipping Revenues:

Pool revenues	$	567		$	11,129		$	20	$	20
Time and bareboat charter revenues		-			-			-		-
Voyage charter revenues		(4	)		14			1,054		15,550
		562			11,143			1,074		15,570
Operating Expenses:
Voyage expenses		-			16			522		8,914
Vessel expenses		209			4,438			206		4,298
Charter hire expenses		-			-			-		-
Depreciation and amortization		159			3,901			82		1,659
General and administrative		-			0			8		1,142
Goodwill and intangible assets impairment charge		-			-			-		-
(Gain)/loss on disposal of vessels, including impairments		-			17,346			-		14,775
Total Operating Expenses		368			25,702			818		30,788
Income/(loss) from Vessel Operations		195			(14,559	)		256		(15,218	)
Equity in Income/(loss) of Affiliated Companies		-			-			-		-
Operating Income/(loss)		195			(14,559	)		256		(15,218	)
Other Income/(expense)		-			-			-		-
Income/(loss) before Interest Expense and Income Taxes		195			(14,559	)		256		(15,218	)
Interest Expense		-			-			-		-
Income/(loss) before Reorganization Items and Income Taxes		195			(14,559	)		256		(15,218	)
Reorganization Items, net		-			-			-		-
Income/(loss) before Income Taxes		195			(14,559	)		256		(15,218	)
Income Tax (Benefit)/Provision		-			-			-		-
Net Income/(Loss)	$	195		$	(14,559	)	$	256	$	(15,218	)

Preliminary and Unaudited

See Notes to Unaudited Condensed Consolidating Statements of Operations and Balance Sheets

Page 116 of 174

Appendix C

Overseas Shipholding Group, Inc.

Unaudited Condensed Consolidating Statements of Operations

For the Periods from June 1 - 30, 2014 and November 14, 2012 to June 30, 2014

	Pisces Tanker Corporation						Polaris Tanker Corporation
(000's)	June 1 - 30, 2014			November 14, 2012 - June 30, 2014			June 1 - 30, 2014			November 14, 2012 - June 30, 2014

Shipping Revenues:

Pool revenues	$	-		$	-		$	-		$	-
Time and bareboat charter revenues		-			-			-			-
Voyage charter revenues		(0	)		3,939			116			3,937
		(0	)		3,939			116			3,937
Operating Expenses:
Voyage expenses		(0	)		2,381			109			2,479
Vessel expenses		-			26			-			16
Charter hire expenses		-			2,350			-			1,996
Depreciation and amortization		-			-			-			-
General and administrative		-			-			-			-
Goodwill and intangible assets impairment charge		-			-			-			-
(Gain)/loss on disposal of vessels, including impairments		-			-			-			-
Total Operating Expenses		(0	)		4,758			109			4,490
Income/(loss) from Vessel Operations		0			(818	)		7			(553	)
Equity in Income/(loss) of Affiliated Companies		-			-			-			-
Operating Income/(loss)		0			(818	)		7			(553	)
Other Income/(expense)		-			-			-			-
Income/(loss) before Interest Expense and Income Taxes		0			(818	)		7			(553	)
Interest Expense		(402	)		(402	)		(384	)		(384	)
Income/(loss) before Reorganization Items and Income Taxes		(402	)		(1,220	)		(377	)		(938	)
Reorganization Items, net		-			5,816			-			5,570
Income/(loss) before Income Taxes		(402	)		(7,036	)		(377	)		(6,508	)
Income Tax (Benefit)/Provision		-			-			-			-
Net Income/(Loss)	$	(402	)	$	(7,036	)	$	(377	)	$	(6,508	)

Preliminary and Unaudited

See Notes to Unaudited Condensed Consolidating Statements of Operations and Balance Sheets

Page 117 of 174

Appendix C

Overseas Shipholding Group, Inc.

Unaudited Condensed Consolidating Statements of Operations

For the Periods from June 1 - 30, 2014 and November 14, 2012 to June 30, 2014

	Queens Product Tanker Corporation					Reymar Limited
(000's)	June 1 - 30, 2014		November 14, 2012 - June 30, 2014			June 1 - 30, 2014			November 14, 2012 - June 30, 2014

Shipping Revenues:

Pool revenues	$	-	$	-		$	(69	)	$	6,103
Time and bareboat charter revenues		-		-			408			2,399
Voyage charter revenues		-		9			-			20
		-		9			339			8,522
Operating Expenses:
Voyage expenses		-		3			34			(426	)
Vessel expenses		-		70			315			5,128
Charter hire expenses		-		-			-			-
Depreciation and amortization		-		-			157			3,488
General and administrative		-		-			0			0
Goodwill and intangible assets impairment charge		-		-			-			-
(Gain)/loss on disposal of vessels, including impairments		-		-			-			15,911
Total Operating Expenses		-		73			506			24,101
Income/(loss) from Vessel Operations		-		(65	)		(167	)		(15,579	)
Equity in Income/(loss) of Affiliated Companies		-		-			-			-
Operating Income/(loss)		-		(65	)		(167	)		(15,579	)
Other Income/(expense)		-		-			-			-
Income/(loss) before Interest Expense and Income Taxes		-		(65	)		(167	)		(15,579	)
Interest Expense		-		-			-			-
Income/(loss) before Reorganization Items and Income Taxes		-		(65	)		(167	)		(15,579	)
Reorganization Items, net		-		-			-			-
Income/(loss) before Income Taxes		-		(65	)		(167	)		(15,579	)
Income Tax (Benefit)/Provision		-		-			-			-
Net Income/(Loss)	$	-	$	(65	)	$	(167	)	$	(15,579	)

Preliminary and Unaudited

See Notes to Unaudited Condensed Consolidating Statements of Operations and Balance Sheets

Page 118 of 174

Appendix C

Overseas Shipholding Group, Inc.

Unaudited Condensed Consolidating Statements of Operations

For the Periods from June 1 - 30, 2014 and November 14, 2012 to June 30, 2014

	Rich Tanker Corporation						Rimar Chartering Corporation
(000's)	June 1 - 30, 2014			November 14, 2012 - June 30, 2014			June 1 - 30, 2014			November 14, 2012 - June 30, 2014

Shipping Revenues:

Pool revenues	$	130		$	130		$	-		$	-
Time and bareboat charter revenues		-			455			-			-
Voyage charter revenues		510			15,140			-			982
		640			15,725			-			982
Operating Expenses:
Voyage expenses		122			8,813			-			489
Vessel expenses		4			119			5			294
Charter hire expenses		413			8,134			-			626
Depreciation and amortization		-			-			-			80
General and administrative		-			-			-			0
Goodwill and intangible assets impairment charge		-			-			-			-
(Gain)/loss on disposal of vessels, including impairments		-			-			-			-
Total Operating Expenses		539			17,065			5			1,489
Income/(loss) from Vessel Operations		101			(1,340	)		(5	)		(507	)
Equity in Income/(loss) of Affiliated Companies		-			-			-			-
Operating Income/(loss)		101			(1,340	)		(5	)		(507	)
Other Income/(expense)		-			-			-			-
Income/(loss) before Interest Expense and Income Taxes		101			(1,340	)		(5	)		(507	)
Interest Expense		(205	)		(205	)		-			-
Income/(loss) before Reorganization Items and Income Taxes		(104	)		(1,545	)		(5	)		(507	)
Reorganization Items, net		-			2,159			517			9,342
Income/(loss) before Income Taxes		(104	)		(3,704	)		(522	)		(9,849	)
Income Tax (Benefit)/Provision		-			-			-			-
Net Income/(Loss)	$	(104	)	$	(3,704	)	$	(522	)	$	(9,849	)

Preliminary and Unaudited

See Notes to Unaudited Condensed Consolidating Statements of Operations and Balance Sheets

Page 119 of 174

Appendix C

Overseas Shipholding Group, Inc.

Unaudited Condensed Consolidating Statements of Operations

For the Periods from June 1 - 30, 2014 and November 14, 2012 to June 30, 2014

	Rosalyn Tanker Corporation					Rosemar Limited
(000's)	June 1 - 30, 2014		November 14, 2012 - June 30, 2014			June 1 - 30, 2014			November 14, 2012 - June 30, 2014

Shipping Revenues:

Pool revenues	$	899	$	11,872		$	-		$	-
Time and bareboat charter revenues		-		-			401			7,029
Voyage charter revenues		-		(1	)		-			16
		899		11,871			401			7,045
Operating Expenses:
Voyage expenses		2		337			11			194
Vessel expenses		206		5,674			268			4,969
Charter hire expenses		-		-			-			-
Depreciation and amortization		256		4,719			152			3,808
General and administrative		-		0			-			0
Goodwill and intangible assets impairment charge		-		-			-			-
(Gain)/loss on disposal of vessels, including impairments		-		-			-			18,026
Total Operating Expenses		464		10,731			431			26,998
Income/(loss) from Vessel Operations		435		1,140			(31	)		(19,953	)
Equity in Income/(loss) of Affiliated Companies		-		-			-			-
Operating Income/(loss)		435		1,140			(31	)		(19,953	)
Other Income/(expense)		-		-			-			-
Income/(loss) before Interest Expense and Income Taxes		435		1,140			(31	)		(19,953	)
Interest Expense		-		-			-			-
Income/(loss) before Reorganization Items and Income Taxes		435		1,140			(31	)		(19,953	)
Reorganization Items, net		-		53			-			-
Income/(loss) before Income Taxes		435		1,087			(31	)		(19,953	)
Income Tax (Benefit)/Provision		-		-			-			-
Net Income/(Loss)	$	435	$	1,087		$	(31	)	$	(19,953	)

Preliminary and Unaudited

See Notes to Unaudited Condensed Consolidating Statements of Operations and Balance Sheets

Page 120 of 174

Appendix C

Overseas Shipholding Group, Inc.

Unaudited Condensed Consolidating Statements of Operations

For the Periods from June 1 - 30, 2014 and November 14, 2012 to June 30, 2014

	Rubymar Limited					Sakura Transport Corp.
(000's)	June 1 - 30, 2014		November 14, 2012 - June 30, 2014			June 1 - 30, 2014			November 14, 2012 - June 30, 2014

Shipping Revenues:

Pool revenues	$	-	$	-		$	364		$	10,171
Time and bareboat charter revenues		288		4,999			-			-
Voyage charter revenues		-		-			-			-
		288		4,999			364			10,171
Operating Expenses:
Voyage expenses		-		(10	)		45			519
Vessel expenses		0		64			247			6,627
Charter hire expenses		-		-			-			-
Depreciation and amortization		152		3,691			270			5,462
General and administrative		-		0			-			0
Goodwill and intangible assets impairment charge		-		-			-			-
(Gain)/loss on disposal of vessels, including impairments		-		16,563			-			-
Total Operating Expenses		152		20,308			562			12,608
Income/(loss) from Vessel Operations		136		(15,310	)		(198	)		(2,438	)
Equity in Income/(loss) of Affiliated Companies		-		-			-			-
Operating Income/(loss)		136		(15,310	)		(198	)		(2,438	)
Other Income/(expense)		-		-			-			-
Income/(loss) before Interest Expense and Income Taxes		136		(15,310	)		(198	)		(2,438	)
Interest Expense		-		-			-			-
Income/(loss) before Reorganization Items and Income Taxes		136		(15,310	)		(198	)		(2,438	)
Reorganization Items, net		-		-			-			-
Income/(loss) before Income Taxes		136		(15,310	)		(198	)		(2,438	)
Income Tax (Benefit)/Provision		-		-			-			-
Net Income/(Loss)	$	136	$	(15,310	)	$	(198	)	$	(2,438	)

Preliminary and Unaudited

See Notes to Unaudited Condensed Consolidating Statements of Operations and Balance Sheets

Page 121 of 174

Appendix C

Overseas Shipholding Group, Inc.

Unaudited Condensed Consolidating Statements of Operations

For the Periods from June 1 - 30, 2014 and November 14, 2012 to June 30, 2014

	Samar Product Tanker Corporation						Santorini Tanker LLC
(000's)	June 1 - 30, 2014			November 14, 2012 - June 30, 2014			June 1 - 30, 2014		November 14, 2012 - June 30, 2014

Shipping Revenues:

Pool revenues	$	-		$	-		$	-	$	-
Time and bareboat charter revenues		403			7,715			-		-
Voyage charter revenues		-			6			1,600		27,169
		403			7,721			1,600		27,169
Operating Expenses:
Voyage expenses		6			229			559		10,436
Vessel expenses		220			3,559			359		6,856
Charter hire expenses		-			-			-		-
Depreciation and amortization		143			3,304			166		3,278
General and administrative		-			0			17		311
Goodwill and intangible assets impairment charge		-			-			-		-
(Gain)/loss on disposal of vessels, including impairments		-			19,279			-		-
Total Operating Expenses		369			26,371			1,101		20,881
Income/(loss) from Vessel Operations		34			(18,650	)		499		6,287
Equity in Income/(loss) of Affiliated Companies		-			-			-		-
Operating Income/(loss)		34			(18,650	)		499		6,287
Other Income/(expense)		(0	)		(4	)		-		-
Income/(loss) before Interest Expense and Income Taxes		34			(18,654	)		499		6,287
Interest Expense		(773	)		(787	)		-		-
Income/(loss) before Reorganization Items and Income Taxes		(739	)		(19,440	)		499		6,287
Reorganization Items, net		686			972			-		-
Income/(loss) before Income Taxes		(1,425	)		(20,413	)		499		6,287
Income Tax (Benefit)/Provision		-			-			-		-
Net Income/(Loss)	$	(1,425	)	$	(20,413	)	$	499	$	6,287

Preliminary and Unaudited

See Notes to Unaudited Condensed Consolidating Statements of Operations and Balance Sheets

Page 122 of 174

Appendix C

Overseas Shipholding Group, Inc.

Unaudited Condensed Consolidating Statements of Operations

For the Periods from June 1 - 30, 2014 and November 14, 2012 to June 30, 2014

	Serifos Tanker Corporation						Seventh Aframax Tanker Corporation
(000's)	June 1 - 30, 2014			November 14, 2012 - June 30, 2014			June 1 - 30, 2014			November 14, 2012 - June 30, 2014

Shipping Revenues:

Pool revenues	$	5		$	531		$	-		$	2,051
Time and bareboat charter revenues		-			-			-			-
Voyage charter revenues		785			13,579			1,333			17,286
		790			14,110			1,333			19,338
Operating Expenses:
Voyage expenses		663			8,212			1,122			11,337
Vessel expenses		143			2,919			325			4,778
Charter hire expenses		188			3,513			-			-
Depreciation and amortization		17			325			139			2,744
General and administrative		-			0			-			-
Goodwill and intangible assets impairment charge		-			-			-			-
(Gain)/loss on disposal of vessels, including impairments		-			-			-			-
Total Operating Expenses		1,011			14,969			1,587			18,859
Income/(loss) from Vessel Operations		(221	)		(859	)		(254	)		479
Equity in Income/(loss) of Affiliated Companies		-			-			-			-
Operating Income/(loss)		(221	)		(859	)		(254	)		479
Other Income/(expense)		-			(13	)		-			-
Income/(loss) before Interest Expense and Income Taxes		(221	)		(872	)		(254	)		479
Interest Expense		(296	)		(296	)		-			-
Income/(loss) before Reorganization Items and Income Taxes		(517	)		(1,168	)		(254	)		479
Reorganization Items, net		-			15,145			-			-
Income/(loss) before Income Taxes		(517	)		(16,313	)		(254	)		479
Income Tax (Benefit)/Provision		-			-			-			-
Net Income/(Loss)	$	(517	)	$	(16,313	)	$	(254	)	$	479

Preliminary and Unaudited

See Notes to Unaudited Condensed Consolidating Statements of Operations and Balance Sheets

Page 123 of 174

Appendix C

Overseas Shipholding Group, Inc.

Unaudited Condensed Consolidating Statements of Operations

For the Periods from June 1 - 30, 2014 and November 14, 2012 to June 30, 2014

	Shirley Tanker SRL						Sifnos Tanker Corporation
(000's)	June 1 - 30, 2014			November 14, 2012 - June 30, 2014			June 1 - 30, 2014			November 14, 2012 - June 30, 2014

Shipping Revenues:

Pool revenues	$	-		$	2,004		$	22		$	7,492
Time and bareboat charter revenues		-			-			-			-
Voyage charter revenues		(21	)		14,420			820			820
		(21	)		16,424			842			8,312
Operating Expenses:
Voyage expenses		266			9,837			397			416
Vessel expenses		179			5,403			305			3,945
Charter hire expenses		-			-			188			4,435
Depreciation and amortization		318			6,125			32			487
General and administrative		70			149			-			0
Goodwill and intangible assets impairment charge		-			-			-			-
(Gain)/loss on disposal of vessels, including impairments		-			-			-			-
Total Operating Expenses		832			21,513			921			9,284
Income/(loss) from Vessel Operations		(853	)		(5,090	)		(79	)		(972	)
Equity in Income/(loss) of Affiliated Companies		-			-			-			-
Operating Income/(loss)		(853	)		(5,090	)		(79	)		(972	)
Other Income/(expense)		-			0			-			(13	)
Income/(loss) before Interest Expense and Income Taxes		(853	)		(5,090	)		(79	)		(985	)
Interest Expense		(445	)		(460	)		(270	)		(270	)
Income/(loss) before Reorganization Items and Income Taxes		(1,299	)		(5,549	)		(349	)		(1,256	)
Reorganization Items, net		609			855			-			13,781
Income/(loss) before Income Taxes		(1,908	)		(6,404	)		(349	)		(15,037	)
Income Tax (Benefit)/Provision		-			-			-			-
Net Income/(Loss)	$	(1,908	)	$	(6,404	)	$	(349	)	$	(15,037	)

Preliminary and Unaudited

See Notes to Unaudited Condensed Consolidating Statements of Operations and Balance Sheets

Page 124 of 174

Appendix C

Overseas Shipholding Group, Inc.

Unaudited Condensed Consolidating Statements of Operations

For the Periods from June 1 - 30, 2014 and November 14, 2012 to June 30, 2014

	Silvermar Limited					Sixth Aframax Tanker Corporation
(000's)	June 1 - 30, 2014		November 14, 2012 - June 30, 2014			June 1 - 30, 2014			November 14, 2012 - June 30, 2014

Shipping Revenues:

Pool revenues	$	581	$	10,905		$	87		$	944
Time and bareboat charter revenues		-		-			-			1,886
Voyage charter revenues		-		17			1,058			17,222
		581		10,922			1,145			20,052
Operating Expenses:
Voyage expenses		1		21			890			11,470
Vessel expenses		310		3,653			304			5,036
Charter hire expenses		-		-			-			-
Depreciation and amortization		160		3,844			148			2,750
General and administrative		-		0			-			0
Goodwill and intangible assets impairment charge		-		-			-			-
(Gain)/loss on disposal of vessels, including impairments		-		16,981			-			-
Total Operating Expenses		471		24,500			1,341			19,256
Income/(loss) from Vessel Operations		110		(13,578	)		(196	)		796
Equity in Income/(loss) of Affiliated Companies		-		-			-			-
Operating Income/(loss)		110		(13,578	)		(196	)		796
Other Income/(expense)		-		-			-			-
Income/(loss) before Interest Expense and Income Taxes		110		(13,578	)		(196	)		796
Interest Expense		-		-			-			-
Income/(loss) before Reorganization Items and Income Taxes		110		(13,578	)		(196	)		796
Reorganization Items, net		-		-			-			-
Income/(loss) before Income Taxes		110		(13,578	)		(196	)		796
Income Tax (Benefit)/Provision		-		-			-			-
Net Income/(Loss)	$	110	$	(13,578	)	$	(196	)	$	796

Preliminary and Unaudited

See Notes to Unaudited Condensed Consolidating Statements of Operations and Balance Sheets

Page 125 of 174

Appendix C

Overseas Shipholding Group, Inc.

Unaudited Condensed Consolidating Statements of Operations

For the Periods from June 1 - 30, 2014 and November 14, 2012 to June 30, 2014

	Skopelos Product Tanker Corporation					Star Chartering Corporation
				November 14,					November 14,
				2012 - June 30,					2012 - June 30,
(000's)	June 1 - 30, 2014			2014		June 1 - 30, 2014			2014

Shipping Revenues:

Pool revenues	$	70		$	70	$	-		$	-
Time and bareboat charter revenues		-			-		450			8,458
Voyage charter revenues		699			18,597		-			-
		769			18,666		450			8,458
Operating Expenses:
Voyage expenses		777			11,978		9			9
Vessel expenses		333			3,790		2			48
Charter hire expenses		-			-		450			8,459
Depreciation and amortization		110			2,149		-			-
General and administrative		0			0		-			-
Goodwill and intangible assets impairment charge		-			-		-			-
(Gain)/loss on disposal of vessels, including impairments		-			-		-			-
Total Operating Expenses		1,220			17,918		462			8,517
Income/(loss) from Vessel Operations		(451	)		749		(12	)		(59	)
Equity in Income/(loss) of Affiliated Companies		-			-		-			-
Operating Income/(loss)		(451	)		749		(12	)		(59	)
Other Income/(expense)		-			-		-			-
Income/(loss) before Interest Expense and Income Taxes		(451	)		749		(12	)		(59	)
Interest Expense		-			-		-			-
Income/(loss) before Reorganization Items and Income Taxes		(451	)		749		(12	)		(59	)
Reorganization Items, net		-			-		-			-
Income/(loss) before Income Taxes		(451	)		749		(12	)		(59	)
Income Tax (Benefit)/Provision		-			-		-			-
Net Income/(Loss)	$	(451	)	$	749	$	(12	)	$	(59	)

Preliminary and Unaudited

See Notes to Unaudited Condensed Consolidating Statements of Operations and Balance Sheets

Page 126 of 174

Appendix C

Overseas Shipholding Group, Inc.

Unaudited Condensed Consolidating Statements of Operations

For the Periods from June 1 - 30, 2014 and November 14, 2012 to June 30, 2014

	Suezmax International Agencies, Inc.						Talara Chartering Corporation
				November 14,						November 14,
				2012 - June 30,						2012 - June 30,
(000's)	June 1 - 30, 2014			2014			June 1 - 30, 2014			2014

Shipping Revenues:

Pool revenues	$	16		$	10,881		$	8		$	1,406
Time and bareboat charter revenues		-			-			-			-
Voyage charter revenues		11			8,112			-			7
		27			18,993			8			1,414
Operating Expenses:
Voyage expenses		-			5,310			(355	)		(661	)
Vessel expenses		-			133			6			548
Charter hire expenses		-			16,577			-			1,730
Depreciation and amortization		-			-			-			34
General and administrative		60			1,470			-			0
Goodwill and intangible assets impairment charge		-			-			-			-
(Gain)/loss on disposal of vessels, including impairments		-			-			-			-
Total Operating Expenses		60			23,490			(349	)		1,651
Income/(loss) from Vessel Operations		(32	)		(4,497	)		357			(237	)
Equity in Income/(loss) of Affiliated Companies		-			-			-			-
Operating Income/(loss)		(32	)		(4,497	)		357			(237	)
Other Income/(expense)		-			-			-			-
Income/(loss) before Interest Expense and Income Taxes		(32	)		(4,497	)		357			(237	)
Interest Expense		-			-			-			-
Income/(loss) before Reorganization Items and Income Taxes		(32	)		(4,497	)		357			(237	)
Reorganization Items, net		-			-			1,723			37,763
Income/(loss) before Income Taxes		(32	)		(4,497	)		(1,366	)		(38,000	)
Income Tax (Benefit)/Provision		-			-			-			-
Net Income/(Loss)	$	(32	)	$	(4,497	)	$	(1,366	)	$	(38,000	)

Preliminary and Unaudited

See Notes to Unaudited Condensed Consolidating Statements of Operations and Balance Sheets

Page 127 of 174

Appendix C

Overseas Shipholding Group, Inc.

Unaudited Condensed Consolidating Statements of Operations

For the Periods from June 1 - 30, 2014 and November 14, 2012 to June 30, 2014

	Third United Shipping Corporation				Tokyo Transport Corp.
			November 14,					November 14,
			2012 - June					2012 - June 30,
(000's)	June 1 - 30, 2014		30, 2014		June 1 - 30, 2014			2014

Shipping Revenues:

Pool revenues	$	-	$	-	$	561		$	13,814
Time and bareboat charter revenues		-		-		-			-
Voyage charter revenues		-		-		-			-
		-		-		561			13,814
Operating Expenses:
Voyage expenses		-		-		65			521
Vessel expenses		-		-		254			5,612
Charter hire expenses		-		-		-			-
Depreciation and amortization		-		-		262			5,247
General and administrative		-		-		-			0
Goodwill and intangible assets impairment charge		-		-		-			-
(Gain)/loss on disposal of vessels, including impairments		-		-		-			-
Total Operating Expenses		-		-		581			11,381
Income/(loss) from Vessel Operations		-		-		(20	)		2,433
Equity in Income/(loss) of Affiliated Companies		-		-		-			-
Operating Income/(loss)		-		-		(20	)		2,433
Other Income/(expense)		-		-		-			-
Income/(loss) before Interest Expense and Income Taxes		-		-		(20	)		2,433
Interest Expense		-		-		-			-
Income/(loss) before Reorganization Items and Income Taxes		-		-		(20	)		2,433
Reorganization Items, net		-		-		-			-
Income/(loss) before Income Taxes		-		-		(20	)		2,433
Income Tax (Benefit)/Provision		-		-		-			-
Net Income/(Loss)	$	-	$	-	$	(20	)	$	2,433

Preliminary and Unaudited

See Notes to Unaudited Condensed Consolidating Statements of Operations and Balance Sheets

Page 128 of 174

Appendix C

Overseas Shipholding Group, Inc.

Unaudited Condensed Consolidating Statements of Operations

For the Periods from June 1 - 30, 2014 and November 14, 2012 to June 30, 2014

	Transbulk Carriers, Inc.						Troy Chartering Corporation
				November 14,						November 14,
				2012 - June 30,						2012 - June 30,
(000's)	June 1 - 30, 2014			2014			June 1 - 30, 2014			2014

Shipping Revenues:

Pool revenues	$	-		$	-		$	2		$	1,210
Time and bareboat charter revenues		-			-			-			-
Voyage charter revenues		-			-			-			12
		-			-			2			1,222
Operating Expenses:
Voyage expenses		-			-			-			42
Vessel expenses		(6	)		(6	)		(3	)		459
Charter hire expenses		-			-			-			1,676
Depreciation and amortization		-			-			-			35
General and administrative		(0	)		(0	)		-			1
Goodwill and intangible assets impairment charge		-			-			-			-
(Gain)/loss on disposal of vessels, including impairments		-			-			-			-
Total Operating Expenses		(7	)		(7	)		(3	)		2,212
Income/(loss) from Vessel Operations		7			7			6			(990	)
Equity in Income/(loss) of Affiliated Companies		-			-			-			-
Operating Income/(loss)		7			7			6			(990	)
Other Income/(expense)		-			-			-			-
Income/(loss) before Interest Expense and Income Taxes		7			7			6			(990	)
Interest Expense		-			-			-			-
Income/(loss) before Reorganization Items and Income Taxes		7			7			6			(990	)
Reorganization Items, net		-			-			1,778			38,972
Income/(loss) before Income Taxes		7			7			(1,773	)		(39,962	)
Income Tax (Benefit)/Provision		-			-			-			-
Net Income/(Loss)	$	7		$	7		$	(1,773	)	$	(39,962	)

Preliminary and Unaudited

See Notes to Unaudited Condensed Consolidating Statements of Operations and Balance Sheets

Page 129 of 174

Appendix C

Overseas Shipholding Group, Inc.

Unaudited Condensed Consolidating Statements of Operations

For the Periods from June 1 - 30, 2014 and November 14, 2012 to June 30, 2014

	Troy Product Corporation				Urban Tanker Corporation
			November 14,					November 14,
			2012 - June					2012 - June 30,
(000's)	June 1 - 30, 2014		30, 2014		June 1 - 30, 2014			2014

Shipping Revenues:

Pool revenues	$	-	$	-	$	292		$	8,122
Time and bareboat charter revenues		-		-		-			-
Voyage charter revenues		-		-		-			(8	)
		-		-		292			8,114
Operating Expenses:
Voyage expenses		-		-		-			(27	)
Vessel expenses		-		-		4			116
Charter hire expenses		-		-		413			8,231
Depreciation and amortization		-		-		-			-
General and administrative		-		-		-			-
Goodwill and intangible assets impairment charge		-		-		-			-
(Gain)/loss on disposal of vessels, including impairments		-		-		-			-
Total Operating Expenses		-		-		417			8,319
Income/(loss) from Vessel Operations		-		-		(125	)		(206	)
Equity in Income/(loss) of Affiliated Companies		-		-		-			-
Operating Income/(loss)		-		-		(125	)		(206	)
Other Income/(expense)		-		-		-			-
Income/(loss) before Interest Expense and Income Taxes		-		-		(125	)		(206	)
Interest Expense		-		-		(336	)		(336	)
Income/(loss) before Reorganization Items and Income Taxes		-		-		(461	)		(542	)
Reorganization Items, net		-		-		-			4,083
Income/(loss) before Income Taxes		-		-		(461	)		(4,625	)
Income Tax (Benefit)/Provision		-		-		-			-
Net Income/(Loss)	$	-	$	-	$	(461	)	$	(4,625	)

Preliminary and Unaudited

See Notes to Unaudited Condensed Consolidating Statements of Operations and Balance Sheets

Page 130 of 174

Appendix C

Overseas Shipholding Group, Inc.

Unaudited Condensed Consolidating Statements of Operations

For the Periods from June 1 - 30, 2014 and November 14, 2012 to June 30, 2014

	Vega Tanker Corporation					View Tanker Corporation
			November 14,						November 14,
			2012 - June 30,						2012 - June 30,
(000's)	June 1 - 30, 2014		2014			June 1 - 30, 2014			2014

Shipping Revenues:

Pool revenues	$	-	$	-		$	160		$	199
Time and bareboat charter revenues		-		-			-			4,689
Voyage charter revenues		-		-			658			7,081
		-		-			818			11,969
Operating Expenses:
Voyage expenses		-		-			119			3,694
Vessel expenses		-		79			14			126
Charter hire expenses		-		-			413			7,756
Depreciation and amortization		-		-			-			-
General and administrative		-		-			-			52
Goodwill and intangible assets impairment charge		-		-			-			-
(Gain)/loss on disposal of vessels, including impairments		-		-			-			-
Total Operating Expenses		-		79			545			11,629
Income/(loss) from Vessel Operations		-		(79	)		273			340
Equity in Income/(loss) of Affiliated Companies		-		-			-			-
Operating Income/(loss)		-		(79	)		273			340
Other Income/(expense)		-		-			-			-
Income/(loss) before Interest Expense and Income Taxes		-		(79	)		273			340
Interest Expense		-		-			(272	)		(272	)
Income/(loss) before Reorganization Items and Income Taxes		-		(79	)		1			68
Reorganization Items, net		-		-			-			3,104
Income/(loss) before Income Taxes		-		(79	)		1			(3,036	)
Income Tax (Benefit)/Provision		-		-			-			-
Net Income/(Loss)	$	-	$	(79	)	$	1		$	(3,036	)

Preliminary and Unaudited

See Notes to Unaudited Condensed Consolidating Statements of Operations and Balance Sheets

Page 131 of 174

Appendix C

Overseas Shipholding Group, Inc.

Unaudited Condensed Consolidating Statements of Operations

For the Periods from June 1 - 30, 2014 and November 14, 2012 to June 30, 2014

	Vivian Tankships Corporation				Vulpecula Chartering Corporation
			November 14,					November 14,
			2012 - June					2012 - June 30,
(000's)	June 1 - 30, 2014		30, 2014		June 1 - 30, 2014			2014

Shipping Revenues:

Pool revenues	$	-	$	-	$	-		$	-
Time and bareboat charter revenues		-		-		-			-
Voyage charter revenues		-		-		(5	)		3,798
		-		-		(5	)		3,798
Operating Expenses:
Voyage expenses		-		-		(2	)		1,979
Vessel expenses		-		-		-			8
Charter hire expenses		-		-		-			1,831
Depreciation and amortization		-		-		-			-
General and administrative		-		-		-			-
Goodwill and intangible assets impairment charge		-		-		-			-
(Gain)/loss on disposal of vessels, including impairments		-		-		-			-
Total Operating Expenses		-		-		(2	)		3,817
Income/(loss) from Vessel Operations		-		-		(3	)		(19	)
Equity in Income/(loss) of Affiliated Companies		-		-		-			-
Operating Income/(loss)		-		-		(3	)		(19	)
Other Income/(expense)		-		-		-			-
Income/(loss) before Interest Expense and Income Taxes		-		-		(3	)		(19	)
Interest Expense		-		-		(300	)		(300	)
Income/(loss) before Reorganization Items and Income Taxes		-		-		(303	)		(320	)
Reorganization Items, net		-		-		-			4,357
Income/(loss) before Income Taxes		-		-		(303	)		(4,677	)
Income Tax (Benefit)/Provision		-		-		-			-
Net Income/(Loss)	$	-	$	-	$	(303	)	$	(4,677	)

Preliminary and Unaudited

See Notes to Unaudited Condensed Consolidating Statements of Operations and Balance Sheets

Page 132 of 174

Appendix C

Overseas Shipholding Group, Inc.

Unaudited Condensed Consolidating Statements of Operations

For the Periods from June 1 - 30, 2014 and November 14, 2012 to June 30, 2014

						Combined
	Wind Aframax Tanker Corporation					Debtors
			November 14,						November 14,
			2012 - June 30,						2012 - June 30,
(000's)	June 1 - 30, 2014		2014			June 1 - 30, 2014			2014

Shipping Revenues:

Pool revenues	$	-	$	-		$	9,478		$	278,855
Time and bareboat charter revenues		-		-			30,370			616,139
Voyage charter revenues		-		-			38,256			803,614
		-		-			78,105			1,698,609
Operating Expenses:
Voyage expenses		-		-			22,428			436,291
Vessel expenses		-		(0	)		23,291			437,437
Charter hire expenses		-		10			13,085			347,078
Depreciation and amortization		-		-			13,491			283,435
General and administrative		-		-			5,456			115,895
Goodwill and intangible assets impairment charge		-		-			-			16,293
(Gain)/loss on disposal of vessels, including impairments		-		-			(1,510	)		641,600
Total Operating Expenses		-		10			76,239			2,278,030
Income/(loss) from Vessel Operations		-		(10	)		1,866			(579,421	)
Equity in Income/(loss) of Affiliated Companies		-		-			3,466			66,019
Operating Income/(loss)		-		(10	)		5,331			(513,402	)
Other Income/(expense)		-		-			(2,084	)		(28,504	)
Income/(loss) before Interest Expense and Income Taxes		-		(10	)		3,247			(541,906	)
Interest Expense		-		-			(174,501	)		(174,848	)
Income/(loss) before Reorganization Items and Income Taxes		-		(10	)		(171,254	)		(716,754	)
Reorganization Items, net		-		-			65,317			483,420
Income/(loss) before Income Taxes		-		(10	)		(236,571	)		(1,200,175	)
Income Tax (Benefit)/Provision		-		-			(52,700	)		(70,796	)
Net Income/(Loss)	$	-	$	(10	)	$	(183,871	)	$	(1,129,379	)

Preliminary and Unaudited

See Notes to Unaudited Condensed Consolidating Statements of Operations and Balance Sheets

Page 133 of 174

Appendix C

Overseas Shipholding Group, Inc.

Unaudited Condensed Consolidating Statements of Operations

For the Periods from June 1 - 30, 2014 and November 14, 2012 to June 30, 2014

	Eliminations						Consolidated Debtors
(000's)	June 1 - 30, 2014			November 14, 2012 - June 30, 2014			June 1 - 30, 2014			November 14, 2012 - June 30, 2014

Shipping Revenues:

Pool revenues	$	-		$	(1,554	)	$	9,478		$	277,302
Time and bareboat charter revenues		-			(9,756	)		30,370			606,383
Voyage charter revenues		-			-			38,256			803,614
		-			(11,310	)		78,105			1,687,299
Operating Expenses:
Voyage expenses		-			-			22,428			436,291
Vessel expenses		-			-			23,291			437,437
Charter hire expenses		-			(11,310	)		13,085			335,768
Depreciation and amortization		-			-			13,491			283,435
General and administrative		-			-			5,456			115,895
Goodwill and intangible assets impairment charge		-			-			-			16,293
(Gain)/loss on disposal of vessels, including impairments		1,517			1,517			7			643,117
Total Operating Expenses		1,517			(9,793	)		77,755			2,268,236
Income/(loss) from Vessel Operations		(1,517	)		(1,517	)		350			(580,938	)
Equity in Income/(loss) of Affiliated Companies		-			-			3,466			66,018
Operating Income/(loss)		(1,517	)		(1,517	)		3,815			(514,920	)
Other Income/(expense)		-			-			(2,084	)		(28,504	)
Income/(loss) before Interest Expense and Income Taxes		(1,517	)		(1,517	)		1,731			(543,424	)
Interest Expense		-			-			(174,501	)		(174,849	)
Income/(loss) before Reorganization Items and Income Taxes		(1,517	)		(1,517	)		(172,770	)		(718,273	)
Reorganization Items, net		-			-			65,317			483,420
Income/(loss) before Income Taxes		(1,517	)		(1,517	)		(238,087	)		(1,201,693	)
Income Tax (Benefit)/Provision		-			-			(52,700	)		(70,796	)
Net Income/(Loss)	$	(1,517	)	$	(1,517	)	$	(185,387	)	$	(1,130,898	)

Preliminary and Unaudited

See Notes to Unaudited Condensed Consolidating Statements of Operations and Balance Sheets

Page 134 of 174

Appendix C

Overseas Shipholding Group, Inc.

Unaudited Condensed Consolidating Statements of Operations

For the Periods from June 1 - 30, 2014 and November 14, 2012 to June 30, 2014

	Total
	Non-Debtors						Eliminations
				November 14,					November 14,
				2012 - June 30,					2012 - June
(000's)	June 1 - 30, 2014			2014			June 1 - 30, 2014		30, 2014

Shipping Revenues:

Pool revenues	$	(54	)	$	121		$	-	$	-
Time and bareboat charter revenues		-			117			-		-
Voyage charter revenues		0			(167	)		-		-
		(54	)		71			-		-
Operating Expenses:
Voyage expenses		-			(415	)		-		-
Vessel expenses		98			419			-		-
Charter hire expenses		-			334			-		-
Depreciation and amortization		(116	)		(1,346	)		-		-
General and administrative		3,754			52,037			-		-
Goodwill and intangible assets impairment charge		-			(79	)		-		-
(Gain)/loss on disposal of vessels, including impairments		-			70			-		-
Total Operating Expenses		3,736			51,021			-		-
Income/(loss) from Vessel Operations		(3,790	)		(50,950	)		-		-
Equity in Income/(loss) of Affiliated Companies		-			-			-		-
Operating Income/(loss)		(3,790	)		(50,950	)		-		-
Other Income/(expense)		2,110			29,867			-		-
Income/(loss) before Interest Expense and Income Taxes		(1,679	)		(21,083	)		-		-
Interest Expense		-			0			-		-
Income/(loss) before Reorganization Items and Income Taxes		(1,679	)		(21,082	)		-		-
Reorganization Items, net		237			237			-		-
Income/(loss) before Income Taxes		(1,916	)		(21,319	)		-		-
Income Tax (Benefit)/Provision		11			4,174			-		-
Net Income/(Loss)	$	(1,927	)	$	(25,493	)	$	-	$	-

Preliminary and Unaudited

See Notes to Unaudited Condensed Consolidating Statements of Operations and Balance Sheets

Page 135 of 174

Appendix C

Overseas Shipholding Group, Inc.

Unaudited Condensed Consolidating Statements of Operations

For the Periods from June 1 - 30, 2014 and November 14, 2012 to June 30, 2014

	Consolidated Overseas Shipholding
	Group, Inc.
				November 14,
				2012 - June 30,
(000's)	June 1 - 30, 2014			2014

Shipping Revenues:

Pool revenues	$	9,424		$	277,422
Time and bareboat charter revenues		30,370			606,500
Voyage charter revenues		38,256			803,447
		78,050			1,687,369
Operating Expenses:
Voyage expenses		22,428			435,877
Vessel expenses		23,389			437,856
Charter hire expenses		13,085			336,103
Depreciation and amortization		13,374			282,088
General and administrative		9,209			167,932
Goodwill and intangible assets impairment charge		-			16,214
(Gain)/loss on disposal of vessels, including impairments		7			643,188
Total Operating Expenses		81,492			2,319,258
Income/(loss) from Vessel Operations		(3,442	)		(631,889	)
Equity in Income/(loss) of Affiliated Companies		3,466			66,018
Operating Income/(loss)		24			(565,871	)
Other Income/(expense)		26			1,363
Income/(loss) before Interest Expense and Income Taxes		50			(564,508	)
Interest Expense		(174,501	)		(174,849	)
Income/(loss) before Reorganization Items and Income Taxes		(174,451	)		(739,357	)
Reorganization Items, net		65,554			483,657
Income/(loss) before Income Taxes		(240,005	)		(1,223,014	)
Income Tax (Benefit)/Provision		(52,689	)		(66,622	)
Net Income/(Loss)	$	(187,316	)	$	(1,156,392	)

Preliminary and Unaudited

See Notes to Unaudited Condensed Consolidating Statements of Operations and Balance Sheets

Page 136 of 174

Appendix C

Overseas Shipholding Group, Inc.

Unaudited Condensed Consolidating Balance Sheets

As of November 13, 2012 and June 30, 2014

	Overseas Shipholding Group, Inc.						OSG International, Inc.					OSG Bulk Ships, Inc.				1372 Tanker Corporation						Africa Tanker Corporation
(000's)	November 13, 2012			June 30, 2014			November 13, 2012			June 30, 2014		November 13, 2012		June 30, 2014		November 13, 2012			June 30, 2014			November 13, 2012			June 30, 2014
ASSETS
Current Assets:
Cash and cash equivalents	$	3,20,126		$	1,32,754		$	3,986		$	1,50,918	$	46,300	$	30,441	$	-		$	-		$	-		$	-
Voyage receivables		530			-			(990	)		962		-		-		2,611			1,824			-			-
Other receivables, including income taxes recoverable		5,011			23,438			13,363			206		746		37		27			19			(1	)		(1	)
Inventory		-			-			-			-		-		-		-			4,302			-			-
Prepaid expenses and other current assets		16,696			6,892			(133	)		-		-		-		75			215			18			152
Total Current Assets		3,42,364			1,63,083			16,227			1,52,086		47,046		30,478		2,713			6,360			18			151
Vessels and other property, less accumulated depreciation		-			-			-			1,030		-		-		50,585			46,301			-			-
Deferred drydock expenditures, net		-			-			-			-		-		-		2,212			1,477			-			-
Total Vessels, Deferred Drydock and Other Property		-			-			-			1,030		-		-		52,797			47,778			-			-
Investments in Affiliated Companies		38			453			(2,998	)		41,897		-		-		-			-			2,31,376			2,84,157
Intangible Assets, less accumulated amortization		-			-			-			-		-		-		-			-			-			-
Goodwill		-			-			-			-		-		-		-			-			-			-
Investments in subsidiaries		8,16,000			8,16,000			20,36,505			20,36,512		15,12,260		15,12,260		-			-			-			-
Intercompany loans receivable and accrued interest		2,67,376			2,77,025			1,80,732			1,49,980		-		-		-			-			-			-
Pre-petition intercompany receivables from debtors		3,31,328			3,52,780			3,39,231			3,39,233		9,86,889		9,86,888		16,336			16,336			2,59,313			2,59,313
Pre-petition Intercompany receivables from non-debtors		10,840			10,345			14,87,388			14,98,820		4,045		4,045		-			-			4,350			4,350
Post-petition intercompany receivables from non-debtors		-			762			-			24,205		-		-		-			-			-			-
Post-petition Intercompany receivables from debtors		-			35,511			-			59,475		-		56,135		-			1,048			-			-
Other Assets		0			9,174			6			5,427		237		5,538		21			(91	)		-			-
Total Assets	$	17,67,945		$	16,65,133		$	40,57,090		$	43,08,664	$	25,50,477	$	25,95,345	$	71,867		$	71,431		$	4,95,057		$	5,47,972

LIABILITIES AND (DEFICIT)/EQUITY
Current Liabilities Not Subject to Compromise:
Accounts payable, accrued expenses and other current liabilities		8,019			3,05,396			-			5,081		55		3,877		1,150			3,019			-			-
Total Current Liabilities Not Subject to Compromise		8,019			3,05,396			-			5,081		55		3,877		1,150			3,019			-			-

Noncurrent Liabilities Not Subject to Compromise:
Intercompany loans payable and accrued interest		-			-			-			80,790		-		53,860		-			502			-			-
Post-petition intercompany payables to non-debtors		-			-			-			32,510		-		5		-			575			-			-
Post-petition intercompany payables to other debtors		-			15,914			-			2,26,942		-		41,259		-			-			-			397
Deferred Gain/(loss) on Sale and Leaseback of Vessels		-			-			-			-		-		-		-			-			-			-
Deferred Income Taxes and Other Liabilities		7,24,132			3,51,813			-			-		-		-		-			-			43			-
Total Liabilities Not Subject to Compromise		7,32,151			6,73,123			-			3,45,323		55		99,001		1,150			4,097			43			397

Liabilities Subject to Compromise:
Pre-petition intercompany loans payable and accrued interest		-			-			2,27,716			1,52,549		50,033		33		-			-			-			-
Pre-petition intercompany payables to non-debtors		12,677			12,677			3,17,740			3,17,740		59,165		59,165		28,127			28,120			17			17
Pre-petition intercompany payables to other debtors		29,734			44,070			19,32,666			19,54,310		10,79,806		10,79,614		-			-			39			39
Other liabilities		20,18,557			22,02,723			509			542		2,210		3,683		47,035			48,135			-			-
Total Liabilities Subject to Compromise		20,60,968			22,59,470			24,78,631			24,25,142		11,91,215		11,42,495		75,161			76,255			56			56

Total Liabilities		27,93,118			29,32,593			24,78,631			27,70,466		11,91,270		12,41,497		76,311			80,351			99			453
(Deficit)/Equity:
Total Equity/(Deficit)		(10,25,174	)		(12,67,460	)		15,78,459			15,38,199		13,59,207		13,53,848		(4,444	)		(8,920	)		4,94,959			5,47,519
Total Liabilities and (Deficit)/Equity	$	17,67,945		$	16,65,133		$	40,57,090		$	43,08,664	$	25,50,477	$	25,95,345	$	71,867		$	71,431		$	4,95,057		$	5,47,972

Preliminary and Unaudited

See Notes to Unaudited Condensed Consolidating Statements of Operations and Balance Sheets

Page 137 of 174

Appendix C

Overseas Shipholding Group, Inc.

Unaudited Condensed Consolidating Balance Sheets

As of November 13, 2012 and June 30, 2014

	Alcesmar Limited						Alcmar Limited						Alpha Suezmax Corporation						Alpha Tanker Corporation					Amalia Product Corporation
(000's)	November 13, 2012			June 30, 2014			November 13, 2012			June 30, 2014			November 13, 2012			June 30, 2014			November 13, 2012			June 30, 2014		November 13, 2012			June 30, 2014
ASSETS
Current Assets:
Cash and cash equivalents	$	-		$	-		$	-		$	-		$	-		$	-		$	-		$	-	$	-		$	-
Voyage receivables		1,547			1,373			153			1,363			2,957			-			(62	)		-		2,562			1,529
Other receivables, including income taxes recoverable		11			35			(24	)		79			2,741			-			131			-		6			(12	)
Inventory		-			-			-			-			-			-			-			-		38			-
Prepaid expenses and other current assets		21			60			21			76			528			-			-			-		388			90
Total Current Assets		1,579			1,468			150			1,518			6,226			-			69			-		2,995			1,608
Vessels and other property, less accumulated depreciation		34,822			14,630			34,750			14,917			228			-			-			-		51,954			47,058
Deferred drydock expenditures, net		674			863			401			870			1,800			-			-			-		1,747			980
Total Vessels, Deferred Drydock and Other Property		35,496			15,493			35,151			15,788			2,028			-			-			-		53,701			48,038
Investments in Affiliated Companies		300			300			600			300			-			-			-			-		601			-
Intangible Assets, less accumulated amortization		-			-			-			-			-			-			-			-		-			-
Goodwill		-			-			-			-			-			-			-			-		-			-
Investments in subsidiaries		-			-			-			-			-			-			-			-		-			-
Intercompany loans receivable and accrued interest		-			-			-			-			-			-			-			-		-			-
Pre-petition intercompany receivables from debtors		3,930			3,930			7,926			7,926			6,502			6,502			157			157		6,826			6,826
Pre-petition Intercompany receivables from non-debtors		0			0			-			-			14			14			481			481		-			-
Post-petition intercompany receivables from non-debtors		-			-			-			-			-			-			-			-		-			-
Post-petition Intercompany receivables from debtors		-			2,583			-			1,459			-			5,042			-			-		-			8,975
Other Assets		(13	)		(14	)		0			(7	)		55			-			-			-		(1	)		(1	)
Total Assets	$	41,292		$	23,761		$	43,827		$	26,983		$	14,825		$	11,558		$	707		$	638	$	64,121		$	65,446

LIABILITIES AND (DEFICIT)/EQUITY
Current Liabilities Not Subject to Compromise:
Accounts payable, accrued expenses and other current liabilities		44			145			708			177			116			-			-			-		41			538
Total Current Liabilities Not Subject to Compromise		44			145			708			177			116			-			-			-		41			538

Noncurrent Liabilities Not Subject to Compromise:
Intercompany loans payable and accrued interest		-			-			-			-			-			-			-			-		-			-
Post-petition intercompany payables to non-debtors		-			305			-			1,136			-			-			-			-		-			-
Post-petition intercompany payables to other debtors		-			-			-			-			-			-			-			7		-			-
Deferred Gain/(loss) on Sale and Leaseback of Vessels		-			-			-			-			-			-			-			-		-			-
Deferred Income Taxes and Other Liabilities		-			-			-			-			-			-			-			-		-			-
Total Liabilities Not Subject to Compromise		44			450			708			1,313			116			-			-			7		41			538

Liabilities Subject to Compromise:
Pre-petition intercompany loans payable and accrued interest		-			-			-			-			-			-			-			-		-			-
Pre-petition intercompany payables to non-debtors		6,818			6,818			7,706			7,706			26,898			26,898			-			-		6,322			6,322
Pre-petition intercompany payables to other debtors		238			238			222			222			2,722			2,722			147			147		3			3
Other liabilities		19,883			20,257			19,883			20,257			-			13,946			-			-		-			-
Total Liabilities Subject to Compromise		26,940			27,314			27,811			28,185			29,620			43,566			147			147		6,325			6,325

Total Liabilities		26,984			27,763			28,519			29,498			29,736			43,566			147			154		6,366			6,863
(Deficit)/Equity:
Total Equity/(Deficit)		14,308			(4,003	)		15,308			(2,515	)		(14,912	)		(32,008	)		560			484		57,755			58,583
Total Liabilities and (Deficit)/Equity	$	41,292		$	23,761		$	43,827		$	26,983		$	14,825		$	11,558		$	707		$	638	$	64,121		$	65,446

Preliminary and Unaudited

See Notes to Unaudited Condensed Consolidating Statements of Operations and Balance Sheets

Page 138 of 174

Appendix C

Overseas Shipholding Group, Inc.

Unaudited Condensed Consolidating Balance Sheets

As of November 13, 2012 and June 30, 2014

	Ambermar Product Carrier Corporation					Ambermar Tanker Corporation					Andromar Limited						Antigmar Limited						Aqua Tanker Corporation
(000's)	November 13, 2012		June 30, 2014			November 13, 2012			June 30, 2014		November 13, 2012			June 30, 2014			November 13, 2012			June 30, 2014			November 13, 2012		June 30, 2014
ASSETS
Current Assets:
Cash and cash equivalents	$	-	$	-		$	-		$	-	$	-		$	-		$	-		$	-		$	-	$	-
Voyage receivables		1,417		1,195			(22	)		-		1,480			1,616			270			1,247			455		-
Other receivables, including income taxes recoverable		14		64			-			-		20			167			(27	)		285			3,779		4,038
Inventory		318		350			-			-		-			-			484			-			-		-
Prepaid expenses and other current assets		21		71			1,071			-		23			88			21			69			4,651		4,651
Total Current Assets		1,769		1,679			1,049			-		1,523			1,870			748			1,601			8,884		8,688
Vessels and other property, less accumulated depreciation		26,361		9,566			-			-		35,473			14,818			35,287			14,945			-		-
Deferred drydock expenditures, net		1,657		1,032			-			-		534			940			395			888			-		-
Total Vessels, Deferred Drydock and Other Property		28,018		10,598			-			-		36,006			15,757			35,682			15,833			-		-
Investments in Affiliated Companies		-		-			-			-		600			300			600			600			-		-
Intangible Assets, less accumulated amortization		-		-			-			-		-			-			-			-			-		-
Goodwill		-		-			-			-		-			-			-			-			-		-
Investments in subsidiaries		-		-			-			-		-			-			-			-			-		-
Intercompany loans receivable and accrued interest		-		-			-			-		-			-			-			-			-		-
Pre-petition intercompany receivables from debtors		16,108		16,108			102			102		14,837			14,837			15,228			15,228			199		199
Pre-petition Intercompany receivables from non-debtors		-		-			783			783		1			1			-			-			440		440
Post-petition intercompany receivables from non-debtors		-		-			-			-		-			-			-			-			-		-
Post-petition Intercompany receivables from debtors		-		3,160			-			1,323		-			2,157			-			2,554			-		448
Other Assets		33		(3	)		-			-		(20	)		(15	)		(24	)		3			-		-
Total Assets	$	45,929	$	31,543		$	1,934		$	2,208	$	52,947		$	34,907		$	52,233		$	35,819		$	9,523	$	9,776

LIABILITIES AND (DEFICIT)/EQUITY
Current Liabilities Not Subject to Compromise:
Accounts payable, accrued expenses and other current liabilities		374		360			4			29		928			349			469			903			57		113
Total Current Liabilities Not Subject to Compromise		374		360			4			29		928			349			469			903			57		113

Noncurrent Liabilities Not Subject to Compromise:
Intercompany loans payable and accrued interest		-		-			-			-		-			-			-			-			-		-
Post-petition intercompany payables to non-debtors		-		-			-			-		-			678			-			946			-		-
Post-petition intercompany payables to other debtors		-		-			-			-		-			-			-			-			-		-
Deferred Gain/(loss) on Sale and Leaseback of Vessels		-		-			-			-		-			-			-			-			-		-
Deferred Income Taxes and Other Liabilities		-		-			-			-		-			-			-			-			-		-
Total Liabilities Not Subject to Compromise		374		360			4			29		928			1,027			469			1,849			57		113

Liabilities Subject to Compromise:
Pre-petition intercompany loans payable and accrued interest		-		-			-			-		-			-			-			-			-		-
Pre-petition intercompany payables to non-debtors		17,078		17,078			-			-		16,388			16,388			17,540			17,540			1,979		1,979
Pre-petition intercompany payables to other debtors		335		335			840			840		226			226			241			241			18		18
Other liabilities		-		-			-			-		19,883			20,257			19,950			20,257			-		-
Total Liabilities Subject to Compromise		17,413		17,413			840			840		36,498			36,872			37,731			38,038			1,997		1,997

Total Liabilities		17,787		17,774			844			868		37,426			37,899			38,200			39,887			2,053		2,110
(Deficit)/Equity:
Total Equity/(Deficit)		28,142		13,769			1,090			1,340		15,521			(2,991	)		14,033			(4,068	)		7,470		7,666
Total Liabilities and (Deficit)/Equity	$	45,929	$	31,543		$	1,934		$	2,208	$	52,947		$	34,907		$	52,233		$	35,819		$	9,523	$	9,776

Preliminary and Unaudited

See Notes to Unaudited Condensed Consolidating Statements of Operations and Balance Sheets

Page 139 of 174

Appendix C

Overseas Shipholding Group, Inc.

Unaudited Condensed Consolidating Balance Sheets

As of November 13, 2012 and June 30, 2014

	Aquarius Tanker Corporation						Ariadmar Limited						Aspro Tanker Corporation				Atalmar Limited					Athens Product Tanker Corporation
(000's)	November 13, 2012			June 30, 2014			November 13, 2012			June 30, 2014			November 13, 2012		June 30, 2014		November 13, 2012			June 30, 2014		November 13, 2012			June 30, 2014
ASSETS
Current Assets:
Cash and cash equivalents	$	-		$	-		$	-		$	-		$	-	$	-	$	-		$	-	$	-		$	-
Voyage receivables		2,193			-			1,578			1,320			330		-		1,936			928		1,699			901
Other receivables, including income taxes recoverable		15			-			6			21			26		-		2			796		(4	)		625
Inventory		150			-			-			-			-		-		182			-		323			(0	)
Prepaid expenses and other current assets		273			-			29			68			31		-		23			74		19			79
Total Current Assets		2,631			-			1,612			1,409			386		-		2,143			1,798		2,037			1,604
Vessels and other property, less accumulated depreciation		-			-			35,133			14,643			-		-		35,037			14,668		41,872			39,261
Deferred drydock expenditures, net		-			-			762			107			-		-		726			1,384		-			-
Total Vessels, Deferred Drydock and Other Property		-			-			35,895			14,750			-		-		35,762			16,052		41,872			39,261
Investments in Affiliated Companies		-			-			300			300			-		-		-			600		-			300
Intangible Assets, less accumulated amortization		-			-			-			-			-		-		-			-		-			-
Goodwill		-			-			-			-			-		-		-			-		-			-
Investments in subsidiaries		-			-			-			-			-		-		-			-		-			-
Intercompany loans receivable and accrued interest		-			-			-			-			-		-		-			-		-			-
Pre-petition intercompany receivables from debtors		19,515			19,515			4,859			4,859			1,193		1,193		13,184			13,184		16			16
Pre-petition Intercompany receivables from non-debtors		-			-			1			1			550		550		-			-		-			-
Post-petition intercompany receivables from non-debtors		-			-			-			-			-		-		-			-		-			-
Post-petition Intercompany receivables from debtors		-			2,126			-			4,299			-		334		-			3,206		-			6,219
Other Assets		-			-			(37	)		-			-		-		(114	)		-		2			-
Total Assets	$	22,146		$	21,641		$	42,631		$	25,618		$	2,130	$	2,078	$	50,976		$	34,840	$	43,926		$	47,400

LIABILITIES AND (DEFICIT)/EQUITY
Current Liabilities Not Subject to Compromise:
Accounts payable, accrued expenses and other current liabilities		478			0			42			203			-		-		571			1,972		63			257
Total Current Liabilities Not Subject to Compromise		478			0			42			203			-		-		571			1,972		63			257

Noncurrent Liabilities Not Subject to Compromise:
Intercompany loans payable and accrued interest		-			-			-			-			-		-		-			-		-			-
Post-petition intercompany payables to non-debtors		-			-			-			548			-		-		-			-		-			-
Post-petition intercompany payables to other debtors		-			-			-			-			-		-		-			-		-			-
Deferred Gain/(loss) on Sale and Leaseback of Vessels		-			-			-			-			-		-		-			-		-			-
Deferred Income Taxes and Other Liabilities		-			-			-			-			-		-		-			-		-			-
Total Liabilities Not Subject to Compromise		478			0			42			750			-		-		571			1,972		63			257

Liabilities Subject to Compromise:
Pre-petition intercompany loans payable and accrued interest		-			-			-			-			-		-		-			-		-			-
Pre-petition intercompany payables to non-debtors		23,009			23,009			7,987			7,987			-		-		9,783			9,783		7,512			7,512
Pre-petition intercompany payables to other debtors		-			-			223			223			1,193		1,193		261			261		35,276			35,276
Other liabilities		-			2,505			19,883			20,257			-		-		-			-		-			-
Total Liabilities Subject to Compromise		23,009			25,513			28,093			28,467			1,193		1,193		10,045			10,045		42,788			42,788

Total Liabilities		23,487			25,514			28,135			29,217			1,193		1,193		10,616			12,016		42,851			43,045
(Deficit)/Equity:
Total Equity/(Deficit)		(1,340	)		(3,873	)		14,496			(3,599	)		936		884		40,360			22,824		1,075			4,355
Total Liabilities and (Deficit)/Equity	$	22,146		$	21,641		$	42,631		$	25,618		$	2,130	$	2,078	$	50,976		$	34,840	$	43,926		$	47,400

Preliminary and Unaudited

See Notes to Unaudited Condensed Consolidating Statements of Operations and Balance Sheets

Page 140 of 174

Appendix C

Overseas Shipholding Group, Inc.

Unaudited Condensed Consolidating Balance Sheets

As of November 13, 2012 and June 30, 2014

	Atlas Chartering Corporation						Aurora Shipping Corporation					Avila Tanker Corporation					Batangas Tanker Corporation				Beta Aframax Corporation
(000's)	November 13, 2012			June 30, 2014			November 13, 2012			June 30, 2014		November 13, 2012			June 30, 2014		November 13, 2012		June 30, 2014		November 13, 2012			June 30, 2014
ASSETS
Current Assets:
Cash and cash equivalents	$	-		$	-		$	-		$	-	$	-		$	-	$	-	$	-	$	-		$	-
Voyage receivables		904			-			3,187			3,874		171			-		-		1,051		697			-
Other receivables, including income taxes recoverable		-			-			28			74		(53	)		-		-		76		13			-
Inventory		433			-			-			2,095		-			-		-		1,038		-			-
Prepaid expenses and other current assets		605			-			96			248		221			-		-		107		44			-
Total Current Assets		1,941			-			3,311			6,290		339			-		-		2,272		753			-
Vessels and other property, less accumulated depreciation		-			-			38,944			35,576		-			-		59,564		69,656		141			-
Deferred drydock expenditures, net		-			-			1,486			625		-			-		-		-		65			-
Total Vessels, Deferred Drydock and Other Property		-			-			40,429			36,201		-			-		59,564		69,656		206			-
Investments in Affiliated Companies		-			-			-			-		-			-		-		-		-			-
Intangible Assets, less accumulated amortization		-			-			-			-		-			-		-		-		-			-
Goodwill		-			-			-			-		-			-		-		-		-			-
Investments in subsidiaries		-			-			-			-		-			-		-		-		-			-
Intercompany loans receivable and accrued interest		-			-			-			-		-			-		-		-		-			-
Pre-petition intercompany receivables from debtors		22,309			22,309			12,328			12,328		1,271			1,271		22,063		22,063		10,281			9,741
Pre-petition Intercompany receivables from non-debtors		-			-			-			-		-			-		299		299		-			-
Post-petition intercompany receivables from non-debtors		-			-			-			-		-			-		-		-		-			-
Post-petition Intercompany receivables from debtors		-			1,797			-			-		-			176		-		-		-			99
Other Assets		(9	)		-			(37	)		-		-			-		-		7		105			-
Total Assets	$	24,241		$	24,106		$	56,032		$	54,820	$	1,611		$	1,447	$	81,926	$	94,297	$	11,345		$	9,840

LIABILITIES AND (DEFICIT)/EQUITY
Current Liabilities Not Subject to Compromise:
Accounts payable, accrued expenses and other current liabilities		59			-			321			587		249			-		-		627		609			-
Total Current Liabilities Not Subject to Compromise		59			-			321			587		249			-		-		627		609			-

Noncurrent Liabilities Not Subject to Compromise:
Intercompany loans payable and accrued interest		-			-			-			-		-			-		-		-		-			-
Post-petition intercompany payables to non-debtors		-			-			-			-		-			-		-		-		-			-
Post-petition intercompany payables to other debtors		-			-			-			1,458		-			-		-		9,974		-			-
Deferred Gain/(loss) on Sale and Leaseback of Vessels		-			-			-			-		-			-		-		-		(854	)		-
Deferred Income Taxes and Other Liabilities		-			-			-			-		-			-		-		-		-			-
Total Liabilities Not Subject to Compromise		59			-			321			2,045		249			-		-		10,601		(245	)		-

Liabilities Subject to Compromise:
Pre-petition intercompany loans payable and accrued interest		-			-			-			-		-			-		57,592		57,592		-			-
Pre-petition intercompany payables to non-debtors		25,381			25,381			6,453			6,453		-			-		24,229		24,229		15,430			15,430
Pre-petition intercompany payables to other debtors		365			365			7			7		1,208			1,208		5		5		341			341
Other liabilities		-			4,677			-			-		-			-		-		-		-			32,316
Total Liabilities Subject to Compromise		25,746			30,423			6,460			6,460		1,208			1,208		81,826		81,826		15,771			48,087

Total Liabilities		25,805			30,423			6,782			8,506		1,457			1,208		81,826		92,427		15,526			48,087
(Deficit)/Equity:
Total Equity/(Deficit)		(1,564	)		(6,317	)		49,250			46,314		154			239		100		1,870		(4,181	)		(38,247	)
Total Liabilities and (Deficit)/Equity	$	24,241		$	24,106		$	56,032		$	54,820	$	1,611		$	1,447	$	81,926	$	94,297	$	11,345		$	9,840

Preliminary and Unaudited

See Notes to Unaudited Condensed Consolidating Statements of Operations and Balance Sheets

Page 141 of 174

Appendix C

Overseas Shipholding Group, Inc.

Unaudited Condensed Consolidating Balance Sheets

As of November 13, 2012 and June 30, 2014

	Brooklyn Product Tanker Corporation						Cabo Hellas Limited				Cabo Sounion Limited					Caribbean Tanker Corporation					Carina Tanker Corporation
(000's)	November 13, 2012			June 30, 2014			November 13, 2012		June 30, 2014		November 13, 2012			June 30, 2014		November 13, 2012		June 30, 2014			November 13, 2012			June 30, 2014
ASSETS
Current Assets:
Cash and cash equivalents	$	-		$	-		$	-	$	-	$	-		$	-	$	-	$	-		$	-		$	-
Voyage receivables		710			-			195		-		205			2		887		975			908			(0	)
Other receivables, including income taxes recoverable		(3	)		-			22		6		(9	)		3		908		(24	)		-			-
Inventory		-			-			-		-		-			-		344		1,232			752			-
Prepaid expenses and other current assets		-			-			47		79		33			104		54		139			3			-
Total Current Assets		707			-			264		85		230			109		2,194		2,323			1,662			(0	)
Vessels and other property, less accumulated depreciation		-			-			36,005		16,328		37,294			16,996		22,147		5,043			-			-
Deferred drydock expenditures, net		-			-			358		1,578		306			1,454		789		553			-			-
Total Vessels, Deferred Drydock and Other Property		-			-			36,364		17,907		37,600			18,450		22,935		5,596			-			-
Investments in Affiliated Companies		-			-			-		-		-			-		-		-			-			-
Intangible Assets, less accumulated amortization		-			-			-		-		-			-		-		-			-			-
Goodwill		-			-			-		-		-			-		-		-			-			-
Investments in subsidiaries		-			-			-		-		-			-		-		-			-			-
Intercompany loans receivable and accrued interest		-			-			-		-		-			-		-		-			-			-
Pre-petition intercompany receivables from debtors		2,827			2,827			26,270		26,270		27,240			27,240		28,974		28,974			18,588			18,588
Pre-petition Intercompany receivables from non-debtors		25,270			25,270			4		4		3			3		18		18			0			0
Post-petition intercompany receivables from non-debtors		-			-			-		-		-			-		-		-			-			-
Post-petition Intercompany receivables from debtors		-			453			-		710		-			391		-		3,473			-			2,218
Other Assets		(3	)		-			-		-		(41	)		-		14		(22	)		-			-
Total Assets	$	28,802		$	28,550		$	62,901	$	44,975	$	65,032		$	46,193	$	54,135	$	40,360		$	20,251		$	20,807

LIABILITIES AND (DEFICIT)/EQUITY
Current Liabilities Not Subject to Compromise:
Accounts payable, accrued expenses and other current liabilities		279			-			461		664		489			820		651		1,438			19			1
Total Current Liabilities Not Subject to Compromise		279			-			461		664		489			820		651		1,438			19			1

Noncurrent Liabilities Not Subject to Compromise:
Intercompany loans payable and accrued interest		-			-			-		-		-			-		-		-			-			-
Post-petition intercompany payables to non-debtors		-			-			-		-		-			-		-		-			-			-
Post-petition intercompany payables to other debtors		-			-			-		-		-			-		-		1,435			-			-
Deferred Gain/(loss) on Sale and Leaseback of Vessels		-			-			-		-		-			-		-		-			-			-
Deferred Income Taxes and Other Liabilities		-			-			-		-		-			-		-		-			-			-
Total Liabilities Not Subject to Compromise		279			-			461		664		489			820		651		2,873			19			1

Liabilities Subject to Compromise:
Pre-petition intercompany loans payable and accrued interest		-			-			-		-		-			-		-		-			-			-
Pre-petition intercompany payables to non-debtors		370			370			3,342		3,342		2,979			2,979		20,445		20,445			24,230			24,230
Pre-petition intercompany payables to other debtors		47,640			47,620			17,008		17,008		17,774			17,774		3,073		3,073			-			-
Other liabilities		-			-			-		-		-			-		-		-			-			4,383
Total Liabilities Subject to Compromise		48,010			47,990			20,350		20,350		20,753			20,753		23,518		23,518			24,230			28,613

Total Liabilities		48,289			47,990			20,811		21,013		21,242			21,573		24,169		26,391			24,249			28,614
(Deficit)/Equity:
Total Equity/(Deficit)		(19,488	)		(19,440	)		42,091		23,962		43,790			24,621		29,966		13,969			(3,998	)		(7,808	)
Total Liabilities and (Deficit)/Equity	$	28,802		$	28,550		$	62,901	$	44,975	$	65,032		$	46,193	$	54,135	$	40,360		$	20,251		$	20,807

Preliminary and Unaudited

See Notes to Unaudited Condensed Consolidating Statements of Operations and Balance Sheets

Page 142 of 174

Appendix C

Overseas Shipholding Group, Inc.

Unaudited Condensed Consolidating Balance Sheets

As of November 13, 2012 and June 30, 2014

	Carl Product Corporation					Concept Tanker Corporation						Crown Tanker Corporation				Delphina Tanker Corporation				Delta Aframax Corporation
(000's)	November 13, 2012			June 30, 2014		November 13, 2012			June 30, 2014			November 13, 2012		June 30, 2014		November 13, 2012		June 30, 2014		November 13, 2012			June 30, 2014
ASSETS
Current Assets:
Cash and cash equivalents	$	-		$	-	$	-		$	-		$	-	$	-	$	-	$	-	$	1		$	1
Voyage receivables		2,622			65		1,991			1,381			90		-		-		-		758			905
Other receivables, including income taxes recoverable		11			24		-			-			-		-		-		-		4			153
Inventory		-			-		-			-			-		-		-		-		-			849
Prepaid expenses and other current assets		33			108		241			224			-		-		-		-		42			128
Total Current Assets		2,667			197		2,232			1,605			90		-		-		-		805			2,035
Vessels and other property, less accumulated depreciation		51,896			47,126		-			-			-		-		-		-		56,274			28,665
Deferred drydock expenditures, net		1,873			1,069		-			-			-		-		-		-		43			1,351
Total Vessels, Deferred Drydock and Other Property		53,768			48,194		-			-			-		-		-		-		56,317			30,016
Investments in Affiliated Companies		612			-		300			300			-		-		-		-		-			-
Intangible Assets, less accumulated amortization		-			-		-			-			-		-		-		-		-			-
Goodwill		-			-		-			-			-		-		-		-		-			-
Investments in subsidiaries		-			-		-			-			-		-		-		-		-			-
Intercompany loans receivable and accrued interest		-			-		-			-			-		-		-		-		-			-
Pre-petition intercompany receivables from debtors		6,388			6,388		7,495			7,495			431		431		-		-		3,875			3,875
Pre-petition Intercompany receivables from non-debtors		-			-		-			-			-		-		-		-		-			-
Post-petition intercompany receivables from non-debtors		-			-		-			-			-		-		-		-		-			-
Post-petition Intercompany receivables from debtors		-			7,673		-			737			-		129		-		-		-			630
Other Assets		(58	)		68		-			-			-		-		-		-		(47	)		(118	)
Total Assets	$	63,377		$	62,520	$	10,027		$	10,136		$	522	$	560	$	-	$	-	$	60,949		$	36,438

LIABILITIES AND (DEFICIT)/EQUITY
Current Liabilities Not Subject to Compromise:
Accounts payable, accrued expenses and other current liabilities		102			586		-			-			-		-		-		-		660			727
Total Current Liabilities Not Subject to Compromise		102			586		-			-			-		-		-		-		660			727

Noncurrent Liabilities Not Subject to Compromise:
Intercompany loans payable and accrued interest		-			-		-			-			-		-		-		-		-			-
Post-petition intercompany payables to non-debtors		-			-		-			-			-		-		-		-		-			3,259
Post-petition intercompany payables to other debtors		-			-		-			-			-		-		-		-		-			-
Deferred Gain/(loss) on Sale and Leaseback of Vessels		-			-		-			-			-		-		-		-		-			-
Deferred Income Taxes and Other Liabilities		-			-		493			-			-		-		-		-		-			-
Total Liabilities Not Subject to Compromise		102			586		493			-			-		-		-		-		660			3,986

Liabilities Subject to Compromise:
Pre-petition intercompany loans payable and accrued interest		-			-		-			-			-		-		-		-		-			-
Pre-petition intercompany payables to non-debtors		6,327			6,327		11,522			11,522			83		83		-		-		7,653			7,649
Pre-petition intercompany payables to other debtors		2			2		1			1			18		18		-		-		2			2
Other liabilities		-			-		-			2,914			10		10		-		-		36,791			37,658
Total Liabilities Subject to Compromise		6,330			6,330		11,523			14,437			111		111		-		-		44,446			45,308

Total Liabilities		6,431			6,916		12,015			14,437			111		111		-		-		45,105			49,294
(Deficit)/Equity:
Total Equity/(Deficit)		56,946			55,604		(1,989	)		(4,301	)		410		449		-		-		15,844			(12,856	)
Total Liabilities and (Deficit)/Equity	$	63,377		$	62,520	$	10,027		$	10,136		$	522	$	560	$	-	$	-	$	60,949		$	36,438

Preliminary and Unaudited

See Notes to Unaudited Condensed Consolidating Statements of Operations and Balance Sheets

Page 143 of 174

Appendix C

Overseas Shipholding Group, Inc.

Unaudited Condensed Consolidating Balance Sheets

As of November 13, 2012 and June 30, 2014

	DHT Ania Aframax Corp.					DHT Ann VLCC Corp.					DHT Cathy Aframax Corp.						DHT Chris VLCC Corp.				DHT Rebecca Aframax Corp.
(000's)	November 13, 2012			June 30, 2014		November 13, 2012			June 30, 2014		November 13, 2012			June 30, 2014			November 13, 2012		June 30, 2014		November 13, 2012		June 30, 2014
ASSETS
Current Assets:
Cash and cash equivalents	$	-		$	-	$	-		$	-	$	-		$	-		$	-	$	-	$	-	$	-
Voyage receivables		(40	)		-		3,455			-		1,711			-			2,422		-		243		-
Other receivables, including income taxes recoverable		(15	)		-		687			-		883			-			44		-		373		-
Inventory		-			-		-			-		-			-			-		-		-		-
Prepaid expenses and other current assets		(60	)		-		579			-		409			-			479		-		-		-
Total Current Assets		(115	)		-		4,721			-		3,003			-			2,945		-		616		-
Vessels and other property, less accumulated depreciation		-			-		-			-		-			-			-		-		-		-
Deferred drydock expenditures, net		-			-		-			-		-			-			-		-		-		-
Total Vessels, Deferred Drydock and Other Property		-			-		-			-		-			-			-		-		-		-
Investments in Affiliated Companies		-			-		-			-		-			-			-		-		-		-
Intangible Assets, less accumulated amortization		-			-		-			-		-			-			-		-		-		-
Goodwill		-			-		-			-		-			-			-		-		-		-
Investments in subsidiaries		-			-		-			-		-			-			-		-		-		-
Intercompany loans receivable and accrued interest		-			-		-			-		-			-			-		-		-		-
Pre-petition intercompany receivables from debtors		1,477			1,477		31,966			31,966		14,591			14,591			26,495		26,495		1,106		1,106
Pre-petition Intercompany receivables from non-debtors		119			119		1,186			1,186		66			66			1,332		1,332		835		835
Post-petition intercompany receivables from non-debtors		-			-		-			-		-			-			-		-		-		-
Post-petition Intercompany receivables from debtors		-			-		-			3,114		-			1,418			-		2,759		-		289
Other Assets		-			-		(1	)		-		(5	)		-			-		-		51		-
Total Assets	$	1,481		$	1,596	$	37,873		$	36,266	$	17,655		$	16,074		$	30,772	$	30,585	$	2,608	$	2,229

LIABILITIES AND (DEFICIT)/EQUITY
Current Liabilities Not Subject to Compromise:
Accounts payable, accrued expenses and other current liabilities		-			-		285			-		-			-			100		-		-		-
Total Current Liabilities Not Subject to Compromise		-			-		285			-		-			-			100		-		-		-

Noncurrent Liabilities Not Subject to Compromise:
Intercompany loans payable and accrued interest		-			-		-			-		-			-			-		-		-		-
Post-petition intercompany payables to non-debtors		-			-		-			-		-			-			-		-		-		-
Post-petition intercompany payables to other debtors		-			105		-			-		-			-			-		-		-		-
Deferred Gain/(loss) on Sale and Leaseback of Vessels		-			-		-			-		-			-			-		-		-		-
Deferred Income Taxes and Other Liabilities		-			-		-			-		-			-			-		-		-		-
Total Liabilities Not Subject to Compromise		-			105		285			-		-			-			100		-		-		-

Liabilities Subject to Compromise:
Pre-petition intercompany loans payable and accrued interest		-			-		-			-		-			-			-		-		-		-
Pre-petition intercompany payables to non-debtors		1,337			1,341		28,300			27,613		18,440			17,564			22,718		22,394		1,046		673
Pre-petition intercompany payables to other debtors		-			-		-			-		1			1			955		955		835		835
Other liabilities		-			0		-			380		-			44			-		334		-		-
Total Liabilities Subject to Compromise		1,337			1,341		28,300			27,993		18,441			17,609			23,673		23,683		1,881		1,508

Total Liabilities		1,337			1,446		28,585			27,993		18,441			17,609			23,773		23,683		1,881		1,508
(Deficit)/Equity:
Total Equity/(Deficit)		144			150		9,288			8,274		(786	)		(1,535	)		6,999		6,903		727		721
Total Liabilities and (Deficit)/Equity	$	1,481		$	1,596	$	37,873		$	36,266	$	17,655		$	16,074		$	30,772	$	30,585	$	2,608	$	2,229

Preliminary and Unaudited

See Notes to Unaudited Condensed Consolidating Statements of Operations and Balance Sheets

Page 144 of 174

Appendix C

Overseas Shipholding Group, Inc.

Unaudited Condensed Consolidating Balance Sheets

As of November 13, 2012 and June 30, 2014

	DHT Regal Unity VLCC Corp.						DHT Sophie Aframax Corp.						Dignity Chartering Corporation						Edindun Shipping Corporation				Eighth Aframax Tanker Corporation
(000's)	November 13, 2012			June 30, 2014			November 13, 2012			June 30, 2014			November 13, 2012			June 30, 2014			November 13, 2012		June 30, 2014		November 13, 2012		June 30, 2014
ASSETS
Current Assets:
Cash and cash equivalents	$	-		$	-		$	-		$	-		$	-		$	-		$	-	$	-	$	-	$	-
Voyage receivables		1,247			-			581			-			3,016			-			-		-		1,427		1,640
Other receivables, including income taxes recoverable		750			-			865			-			8			-			-		-		33		101
Inventory		-			-			-			-			-			-			-		-		-		955
Prepaid expenses and other current assets		-			-			(31	)		-			511			-			-		-		46		132
Total Current Assets		1,997			-			1,415			-			3,534			-			-		-		1,506		2,827
Vessels and other property, less accumulated depreciation		-			-			-			-			483			-			-		-		23,283		21,267
Deferred drydock expenditures, net		-			-			-			-			1,422			-			-		-		1,671		1,012
Total Vessels, Deferred Drydock and Other Property		-			-			-			-			1,905			-			-		-		24,954		22,279
Investments in Affiliated Companies		-			-			-			-			-			-			-		-		-		-
Intangible Assets, less accumulated amortization		-			-			-			-			-			-			-		-		-		-
Goodwill		-			-			-			-			-			-			-		-		-		-
Investments in subsidiaries		-			-			-			-			-			-			-		-		-		-
Intercompany loans receivable and accrued interest		-			-			-			-			-			-			-		-		-		-
Pre-petition intercompany receivables from debtors		10,664			10,664			10,543			10,543			9,160			9,160			-		-		7,170		7,170
Pre-petition Intercompany receivables from non-debtors		2,601			2,601			8			8			-			-			-		-		-		-
Post-petition intercompany receivables from non-debtors		-			-			-			-			-			-			-		-		-		-
Post-petition Intercompany receivables from debtors		-			1,222			-			470			-			2,257			-		-		-		2,180
Other Assets		-			-			0			-			26			23			-		-		85		88
Total Assets	$	15,262		$	14,487		$	11,965		$	11,021		$	14,624		$	11,439		$	-	$	-	$	33,715	$	34,544

LIABILITIES AND (DEFICIT)/EQUITY
Current Liabilities Not Subject to Compromise:
Accounts payable, accrued expenses and other current liabilities		-			-			7			-			162			-			-		-		119		373
Total Current Liabilities Not Subject to Compromise		-			-			7			-			162			-			-		-		119		373

Noncurrent Liabilities Not Subject to Compromise:
Intercompany loans payable and accrued interest		-			-			-			-			-			-			-		-		-		-
Post-petition intercompany payables to non-debtors		-			-			-			-			-			-			-		-		-		-
Post-petition intercompany payables to other debtors		-			-			-			-			-			-			-		-		-		-
Deferred Gain/(loss) on Sale and Leaseback of Vessels		-			-			-			-			-			-			-		-		-		-
Deferred Income Taxes and Other Liabilities		-			-			-			-			-			-			-		-		-		-
Total Liabilities Not Subject to Compromise		-			-			7			-			162			-			-		-		119		373

Liabilities Subject to Compromise:
Pre-petition intercompany loans payable and accrued interest		-			-			-			-			-			-			-		-		-		-
Pre-petition intercompany payables to non-debtors		16,475			15,769			12,505			11,677			26,406			26,407			-		-		32,826		32,826
Pre-petition intercompany payables to other debtors		-			-			-			-			0			0			-		-		7		7
Other liabilities		-			213			-			-			-			33,750			-		-		-		(0	)
Total Liabilities Subject to Compromise		16,475			15,982			12,505			11,677			26,407			60,158			-		-		32,833		32,833

Total Liabilities		16,475			15,982			12,512			11,677			26,569			60,158			-		-		32,952		33,206
(Deficit)/Equity:
Total Equity/(Deficit)		(1,213	)		(1,495	)		(547	)		(657	)		(11,944	)		(48,718	)		-		-		763		1,338
Total Liabilities and (Deficit)/Equity	$	15,262		$	14,487		$	11,965		$	11,021		$	14,624		$	11,439		$	-	$	-	$	33,715	$	34,544

Preliminary and Unaudited

See Notes to Unaudited Condensed Consolidating Statements of Operations and Balance Sheets

Page 145 of 174

Appendix C

Overseas Shipholding Group, Inc.

Unaudited Condensed Consolidating Balance Sheets

As of November 13, 2012 and June 30, 2014

	Epsilon Aframax Corporation					First Chemical Carrier Corporation						First LPG Tanker Corporation					First Union Tanker Corporation					Fourth Aframax Tanker Corporation
(000's)	November 13, 2012		June 30, 2014			November 13, 2012			June 30, 2014			November 13, 2012			June 30, 2014		November 13, 2012		June 30, 2014			November 13, 2012		June 30, 2014
ASSETS
Current Assets:
Cash and cash equivalents	$	1	$	1		$	-		$	-		$	-		$	-	$	-	$	-		$	-	$	-
Voyage receivables		1,703		1,192			22			-			287			-		2,635		3,365			924		358
Other receivables, including income taxes recoverable		73		285			-			-			0			-		7		69			53		-
Inventory		-		870			-			-			(0	)		-		-		-			893		-
Prepaid expenses and other current assets		42		127			335			-			0			-		107		314			216		-
Total Current Assets		1,819		2,474			357			-			288			-		2,749		3,747			2,086		358
Vessels and other property, less accumulated depreciation		56,928		28,807			-			-			-			-		38,368		19,687			21,167		-
Deferred drydock expenditures, net		-		777			-			-			-			-		2,032		414			1,676		-
Total Vessels, Deferred Drydock and Other Property		56,928		29,584			-			-			-			-		40,401		20,101			22,843		-
Investments in Affiliated Companies		-		-			-			-			-			-		-		-			-		-
Intangible Assets, less accumulated amortization		-		-			-			-			-			-		-		-			-		-
Goodwill		-		-			-			-			-			-		-		-			-		-
Investments in subsidiaries		-		-			-			-			-			-		-		-			-		-
Intercompany loans receivable and accrued interest		-		-			-			-			-			-		-		-			-		-
Pre-petition intercompany receivables from debtors		2,383		2,383			5,755			5,755			7,053			7,053		21,750		21,750			30,407		30,407
Pre-petition Intercompany receivables from non-debtors		-		-			-			-			-			-		117		117			0		0
Post-petition intercompany receivables from non-debtors		-		-			-			-			-			-		-		-			-		-
Post-petition Intercompany receivables from debtors		-		2,222			-			-			-			-		-		848			-		13,155
Other Assets		108		(33	)		-			-			-			-		421		(3	)		107		-
Total Assets	$	61,238	$	36,629		$	6,113		$	5,755		$	7,341		$	7,053	$	65,438	$	46,560		$	55,442	$	43,920

LIABILITIES AND (DEFICIT)/EQUITY
Current Liabilities Not Subject to Compromise:
Accounts payable, accrued expenses and other current liabilities		423		2,223			2,054			-			995			-		525		304			65		21
Total Current Liabilities Not Subject to Compromise		423		2,223			2,054			-			995			-		525		304			65		21

Noncurrent Liabilities Not Subject to Compromise:
Intercompany loans payable and accrued interest		-		748			-			-			-			-		-		-			-		-
Post-petition intercompany payables to non-debtors		-		981			-			-			-			-		-		-			-		-
Post-petition intercompany payables to other debtors		-		-			-			908			-			732		-		-			-		1,864
Deferred Gain/(loss) on Sale and Leaseback of Vessels		-		-			-			-			-			-		-		-			-		-
Deferred Income Taxes and Other Liabilities		-		-			-			-			-			-		-		-			-		-
Total Liabilities Not Subject to Compromise		423		3,952			2,054			908			995			732		525		304			65		1,885

Liabilities Subject to Compromise:
Pre-petition intercompany loans payable and accrued interest		-		-			-			-			-			-		-		-			-		-
Pre-petition intercompany payables to non-debtors		7,606		7,606			8,117			8,117			5,815			5,815		11,373		11,407			22,491		22,528
Pre-petition intercompany payables to other debtors		34		34			-			-			-			-		10		10			3,432		3,432
Other liabilities		36,792		37,658			-			-			-			-		-		-			-		0
Total Liabilities Subject to Compromise		44,432		45,298			8,117			8,117			5,815			5,815		11,383		11,417			25,923		25,960

Total Liabilities		44,854		49,250			10,170			9,025			6,810			6,547		11,908		11,721			25,988		27,845
(Deficit)/Equity:
Total Equity/(Deficit)		16,383		(12,621	)		(4,058	)		(3,269	)		531			507		53,530		34,838			29,454		16,075
Total Liabilities and (Deficit)/Equity	$	61,238	$	36,629		$	6,113		$	5,755		$	7,341		$	7,053	$	65,438	$	46,560		$	55,442	$	43,920

Preliminary and Unaudited

See Notes to Unaudited Condensed Consolidating Statements of Operations and Balance Sheets

Page 146 of 174

Appendix C

Overseas Shipholding Group, Inc.

Unaudited Condensed Consolidating Balance Sheets

As of November 13, 2012 and June 30, 2014

	Front President Inc.				Goldmar Limited				GPC Aframax Corporation						Grace Chartering Corporation						International Seaways, Inc.
(000's)	November 13, 2012		June 30, 2014		November 13, 2012		June 30, 2014		November 13, 2012			June 30, 2014			November 13, 2012			June 30, 2014			November 13, 2012			June 30, 2014
ASSETS
Current Assets:
Cash and cash equivalents	$	1	$	1	$	-	$	-	$	-		$	-		$	-		$	-		$	-		$	-
Voyage receivables		2,991		3,191		2,099		3,172		1,818			-			1,564			-			5,877			7,994
Other receivables, including income taxes recoverable		179		7		0		38		25			-			-			-			75			433
Inventory		-		-		-		-		-			-			-			-			-			5,709
Prepaid expenses and other current assets		90		188		33		99		470			-			242			-			917			1,328
Total Current Assets		3,261		3,387		2,132		3,309		2,312			-			1,806			-			6,869			15,464
Vessels and other property, less accumulated depreciation		1,05,641		99,011		34,252		14,368		77			-			-			-			-			-
Deferred drydock expenditures, net		-		122		1,546		1,184		16			-			-			-			-			447
Total Vessels, Deferred Drydock and Other Property		1,05,641		99,133		35,798		15,553		93			-			-			-			-			447
Investments in Affiliated Companies		-		-		641		641		-			-			300			-			-			-
Intangible Assets, less accumulated amortization		-		-		-		-		-			-			-			-			-			-
Goodwill		-		-		-		-		-			-			-			-			-			-
Investments in subsidiaries		-		-		-		-		-			-			-			-			-			-
Intercompany loans receivable and accrued interest		-		-		-		-		-			-			-			-			-			-
Pre-petition intercompany receivables from debtors		65,978		65,978		19,307		19,307		1,460			1,460			6,486			6,486			15,356			15,356
Pre-petition Intercompany receivables from non-debtors		0		0		8		8		9,871			9,871			2			2			49			49
Post-petition intercompany receivables from non-debtors		-		-		-		-		-			-			-			-			-			-
Post-petition Intercompany receivables from debtors		-		5,617		-		5,194		-			152			-			2,038			-			4,832
Other Assets		61		-		67		-		(185	)		(20	)		-			-			-			(25	)
Total Assets	$	1,74,942	$	1,74,115	$	57,955	$	44,013	$	13,551		$	11,463		$	8,594		$	8,526		$	22,274		$	36,123

LIABILITIES AND (DEFICIT)/EQUITY
Current Liabilities Not Subject to Compromise:
Accounts payable, accrued expenses and other current liabilities		239		430		39		237		224			6			-			-			5			3,361
Total Current Liabilities Not Subject to Compromise		239		430		39		237		224			6			-			-			5			3,361

Noncurrent Liabilities Not Subject to Compromise:
Intercompany loans payable and accrued interest		-		773		-		-		-			-			-			-			-			-
Post-petition intercompany payables to non-debtors		-		270		-		-		-			-			-			-			-			-
Post-petition intercompany payables to other debtors		-		-		-		-		-			-			-			-			-			5,274
Deferred Gain/(loss) on Sale and Leaseback of Vessels		-		-		-		-		(1,626	)		-			-			-			-			-
Deferred Income Taxes and Other Liabilities		-		-		-		-		-			-			-			-			-			160
Total Liabilities Not Subject to Compromise		239		1,473		39		237		(1,402	)		6			-			-			5			8,795

Liabilities Subject to Compromise:
Pre-petition intercompany loans payable and accrued interest		-		-		-		-		-			-			-			-			-			-
Pre-petition intercompany payables to non-debtors		12,424		12,424		5,499		5,499		21,856			21,856			9,511			9,511			21,891			21,891
Pre-petition intercompany payables to other debtors		3		3		11,659		11,659		1			1			-			-			7,825			7,825
Other liabilities		68,723		70,320		-		-		-			21,706			-			940			0			-
Total Liabilities Subject to Compromise		81,150		82,747		17,158		17,158		21,857			43,563			9,511			10,451			29,716			29,716

Total Liabilities		81,389		84,220		17,198		17,395		20,455			43,569			9,511			10,451			29,721			38,511
(Deficit)/Equity:
Total Equity/(Deficit)		93,553		89,895		40,757		26,617		(6,905	)		(32,107	)		(918	)		(1,926	)		(7,448	)		(2,388	)
Total Liabilities and (Deficit)/Equity	$	1,74,942	$	1,74,115	$	57,955	$	44,013	$	13,551		$	11,463		$	8,594		$	8,526		$	22,274		$	36,123

Preliminary and Unaudited

See Notes to Unaudited Condensed Consolidating Statements of Operations and Balance Sheets

Page 147 of 174

Appendix C

Overseas Shipholding Group, Inc.

Unaudited Condensed Consolidating Balance Sheets

As of November 13, 2012 and June 30, 2014

	Jademar Limited					Joyce Car Carrier Corporation					Juneau Tanker Corporation				Kimolos Tanker Corporation						Kythnos Chartering Corporation
(000's)	November 13, 2012			June 30, 2014		November 13, 2012			June 30, 2014		November 13, 2012		June 30, 2014		November 13, 2012			June 30, 2014			November 13, 2012			June 30, 2014
ASSETS
Current Assets:
Cash and cash equivalents	$	-		$	-	$	-		$	-	$	-	$	-	$	-		$	-		$	-		$	-
Voyage receivables		2,067			3,132		-			-		-		-		2,143			2,236			1,368			1,490
Other receivables, including income taxes recoverable		21			18		(19	)		-		-		-		21			(2	)		42			95
Inventory		-			-		-			-		-		-		524			446			216			552
Prepaid expenses and other current assets		29			85		0			-		-		-		240			276			263			84
Total Current Assets		2,116			3,235		(19	)		-		-		-		2,928			2,955			1,889			2,221
Vessels and other property, less accumulated depreciation		35,721			14,720		-			-		-		-		982			694			35,080			32,809
Deferred drydock expenditures, net		1,321			875		-			-		-		-		164			679			-			80
Total Vessels, Deferred Drydock and Other Property		37,042			15,595		-			-		-		-		1,146			1,374			35,080			32,889
Investments in Affiliated Companies		420			420		-			-		-		-		-			-			-			-
Intangible Assets, less accumulated amortization		-			-		-			-		-		-		-			-			-			-
Goodwill		-			-		-			-		-		-		-			-			-			-
Investments in subsidiaries		-			-		-			-		-		-		-			-			-			-
Intercompany loans receivable and accrued interest		-			-		-			-		-		-		-			-			-			-
Pre-petition intercompany receivables from debtors		33,198			33,198		27,330			27,330		10,114		10,114		13,389			13,389			18,822			18,822
Pre-petition Intercompany receivables from non-debtors		5,584			5,584		-			-		-		-		-			-			-			-
Post-petition intercompany receivables from non-debtors		-			-		-			-		-		-		-			-			-			-
Post-petition Intercompany receivables from debtors		-			6,367		-			-		-		-		-			-			-			4,558
Other Assets		(34	)		2		(198	)		-		-		-		(22	)		(1	)		(20	)		-
Total Assets	$	78,326		$	64,402	$	27,112		$	27,330	$	10,114	$	10,114	$	17,441		$	17,717		$	55,771		$	58,491

LIABILITIES AND (DEFICIT)/EQUITY
Current Liabilities Not Subject to Compromise:
Accounts payable, accrued expenses and other current liabilities		53			467		56			-		-		-		719			250			99			426
Total Current Liabilities Not Subject to Compromise		53			467		56			-		-		-		719			250			99			426

Noncurrent Liabilities Not Subject to Compromise:
Intercompany loans payable and accrued interest		-			-		-			-		-		-		-			-			-			-
Post-petition intercompany payables to non-debtors		-			-		-			-		-		-		-			-			-			-
Post-petition intercompany payables to other debtors		-			-		-			152		-		-		-			2,722			-			-
Deferred Gain/(loss) on Sale and Leaseback of Vessels		-			-		-			-		-		-		-			-			-			-
Deferred Income Taxes and Other Liabilities		-			-		-			-		-		-		-			-			-			-
Total Liabilities Not Subject to Compromise		53			467		56			152		-		-		719			2,972			99			426

Liabilities Subject to Compromise:
Pre-petition intercompany loans payable and accrued interest		-			-		-			-		-		-		-			-			-			-
Pre-petition intercompany payables to non-debtors		6,402			6,402		5,554			5,554		-		-		23,413			23,413			15,205			15,205
Pre-petition intercompany payables to other debtors		32,050			32,050		4			4		8,114		8,114		5			5			-			-
Other liabilities		-			-		-			-		-		-		-			14,407			-			-
Total Liabilities Subject to Compromise		38,453			38,453		5,558			5,558		8,114		8,114		23,418			37,825			15,205			15,205

Total Liabilities		38,506			38,920		5,614			5,711		8,114		8,114		24,137			40,797			15,304			15,631
(Deficit)/Equity:
Total Equity/(Deficit)		39,820			25,482		21,498			21,619		2,000		2,000		(6,696	)		(23,080	)		40,468			42,860
Total Liabilities and (Deficit)/Equity	$	78,326		$	64,402	$	27,112		$	27,330	$	10,114	$	10,114	$	17,441		$	17,717		$	55,771		$	58,491

Preliminary and Unaudited

See Notes to Unaudited Condensed Consolidating Statements of Operations and Balance Sheets

Page 148 of 174

Appendix C

Overseas Shipholding Group, Inc.

Unaudited Condensed Consolidating Balance Sheets

As of November 13, 2012 and June 30, 2014

	Leo Tanker Corporation						Leyte Product Tanker Corporation						Limar Charter Corporation						Luxmar Product Tanker Corporation						Luxmar Tanker LLC
(000's)	November 13, 2012			June 30, 2014			November 13, 2012			June 30, 2014			November 13, 2012			June 30, 2014			November 13, 2012			June 30, 2014			November 13, 2012		June 30, 2014
ASSETS
Current Assets:
Cash and cash equivalents	$	-		$	-		$	-		$	-		$	-		$	-		$	-		$	-		$	-	$	-
Voyage receivables		2,865			-			2,668			3,086			812			-			410			967			0		-
Other receivables, including income taxes recoverable		-			-			23			55			27			-			-			572			12		-
Inventory		259			-			479			-			206			-			52			-			-		-
Prepaid expenses and other current assets		273			-			27			107			246			-			(9	)		74			-		-
Total Current Assets		3,397			-			3,198			3,247			1,290			-			454			1,612			12		-
Vessels and other property, less accumulated depreciation		-			-			55,430			33,125			199			-			23,904			6,173			-		-
Deferred drydock expenditures, net		-			-			-			93			3,322			-			482			587			0		-
Total Vessels, Deferred Drydock and Other Property		-			-			55,430			33,218			3,521			-			24,386			6,760			0		-
Investments in Affiliated Companies		-			-			-			925			-			-			-			600			-		-
Intangible Assets, less accumulated amortization		-			-			-			-			-			-			-			-			-		-
Goodwill		-			-			-			-			-			-			-			-			-		-
Investments in subsidiaries		-			-			-			-			-			-			-			-			-		-
Intercompany loans receivable and accrued interest		-			-			-			-			-			-			-			-			-		-
Pre-petition intercompany receivables from debtors		19,471			19,471			6,981			6,981			8,467			8,467			24,007			24,007			56,792		56,792
Pre-petition Intercompany receivables from non-debtors		-			-			11			11			-			-			-			-			-		-
Post-petition intercompany receivables from non-debtors		-			-			-			-			-			-			-			-			-		-
Post-petition Intercompany receivables from debtors		-			2,288			-			4,463			-			264			-			-			-		-
Other Assets		-			-			30			-			(26	)		-			-			25			13		66
Total Assets	$	22,868		$	21,759		$	65,649		$	48,845		$	13,253		$	8,731		$	48,847		$	33,005		$	56,818	$	56,858

LIABILITIES AND (DEFICIT)/EQUITY
Current Liabilities Not Subject to Compromise:
Accounts payable, accrued expenses and other current liabilities		745			-			1,398			179			1,021			311			636			1,115			121		19
Total Current Liabilities Not Subject to Compromise		745			-			1,398			179			1,021			311			636			1,115			121		19

Noncurrent Liabilities Not Subject to Compromise:
Intercompany loans payable and accrued interest		-			-			-			137			-			-			-			-			-		-
Post-petition intercompany payables to non-debtors		-			-			-			532			-			-			-			-			-		-
Post-petition intercompany payables to other debtors		-			-			-			-			-			-			-			237			-		254
Deferred Gain/(loss) on Sale and Leaseback of Vessels		-			-			-			-			972			-			-			-			-		-
Deferred Income Taxes and Other Liabilities		-			-			-			-			60			-			-			-			-		-
Total Liabilities Not Subject to Compromise		745			-			1,398			848			2,053			311			636			1,352			121		274

Liabilities Subject to Compromise:
Pre-petition intercompany loans payable and accrued interest		-			-			-			-			-			-			-			-			-		-
Pre-petition intercompany payables to non-debtors		23,812			23,812			25,031			25,031			26,414			26,414			24,205			24,205			568		568
Pre-petition intercompany payables to other debtors		-			-			267			267			9			9			11,407			11,407			31,784		31,784
Other liabilities		-			2,589			41,435			42,422			-			5,486			-			-			-		-
Total Liabilities Subject to Compromise		23,812			26,401			66,734			67,721			26,423			31,908			35,612			35,612			32,351		32,351

Total Liabilities		24,557			26,401			68,131			68,569			28,476			32,220			36,248			36,964			32,472		32,625
(Deficit)/Equity:
Total Equity/(Deficit)		(1,689	)		(4,642	)		(2,482	)		(19,724	)		(15,223	)		(23,488	)		12,600			(3,959	)		24,346		24,233
Total Liabilities and (Deficit)/Equity	$	22,868		$	21,759		$	65,649		$	48,845		$	13,253		$	8,731		$	48,847		$	33,005		$	56,818	$	56,858

Preliminary and Unaudited

See Notes to Unaudited Condensed Consolidating Statements of Operations and Balance Sheets

Page 149 of 174

Appendix C

Overseas Shipholding Group, Inc.

Unaudited Condensed Consolidating Balance Sheets

As of November 13, 2012 and June 30, 2014

	Majestic Tankers Corporation						Oak Tanker Corporation						Maremar Product Tanker Corporation				Maremar Tanker LLC					Marilyn Vessel Corporation
(000's)	November 13, 2012			June 30, 2014			November 13, 2012			June 30, 2014			November 13, 2012		June 30, 2014		November 13, 2012			June 30, 2014		November 13, 2012		June 30, 2014
ASSETS
Current Assets:
Cash and cash equivalents	$	-		$	-		$	1		$	1		$	-	$	-	$	-		$	-	$	-	$	-
Voyage receivables		2,926			3,352			(430	)		3,253			-		-		3,112			161		-		-
Other receivables, including income taxes recoverable		21			158			86			206			-		-		427			-		-		-
Inventory		-			-			-			-			-		-		198			-		-		-
Prepaid expenses and other current assets		86			230			62			211			-		-		36			3		-		-
Total Current Assets		3,032			3,740			(282	)		3,670			-		-		3,772			165		-		-
Vessels and other property, less accumulated depreciation		40,698			18,805			1,41,583			72,773			-		8,998		24,600			-		-		-
Deferred drydock expenditures, net		2,099			-			-			-			-		-		310			-		-		-
Total Vessels, Deferred Drydock and Other Property		42,797			18,805			1,41,583			72,773			-		8,998		24,910			-		-		-
Investments in Affiliated Companies		-			-			3,629			-			-		-		-			-		-		-
Intangible Assets, less accumulated amortization		-			-			-			-			-		-		-			-		-		-
Goodwill		-			-			-			-			-		-		-			-		-		-
Investments in subsidiaries		-			-			-			-			-		-		-			-		-		-
Intercompany loans receivable and accrued interest		-			-			-			-			-		-		-			-		-		-
Pre-petition intercompany receivables from debtors		11,354			11,354			40			40			99		99		40,336			40,336		901		901
Pre-petition Intercompany receivables from non-debtors		-			-			-			-			-		-		-			-		52		52
Post-petition intercompany receivables from non-debtors		-			-			-			-			-		-		-			-		-		-
Post-petition Intercompany receivables from debtors		-			-			-			3,541			-		-		-			13,922		-		-
Other Assets		(2	)		(0	)		-			-			9		-		(216	)		92		-		-
Total Assets	$	57,181		$	33,898		$	1,44,970		$	80,025		$	108	$	9,097	$	68,802		$	54,514	$	953	$	953

LIABILITIES AND (DEFICIT)/EQUITY
Current Liabilities Not Subject to Compromise:
Accounts payable, accrued expenses and other current liabilities		461			141			424			215			-		-		726			167		-		-
Total Current Liabilities Not Subject to Compromise		461			141			424			215			-		-		726			167		-		-

Noncurrent Liabilities Not Subject to Compromise:
Intercompany loans payable and accrued interest		-			-			-			976			-		-		-			-		-		-
Post-petition intercompany payables to non-debtors		-			-			-			462			-		-		-			-		-		-
Post-petition intercompany payables to other debtors		-			587			-			-			-		8,988		-			-		-		-
Deferred Gain/(loss) on Sale and Leaseback of Vessels		-			-			-			-			-		-		-			-		-		-
Deferred Income Taxes and Other Liabilities		-			-			-			-			-		-		-			-		-		-
Total Liabilities Not Subject to Compromise		461			728			424			1,654			-		8,988		726			167		-		-

Liabilities Subject to Compromise:
Pre-petition intercompany loans payable and accrued interest		-			-			-			-			-		-		-			-		-		-
Pre-petition intercompany payables to non-debtors		10,471			10,471			14,674			14,674			7		7		435			435		-		-
Pre-petition intercompany payables to other debtors		16			16			44,979			44,979			1		1		30,577			30,577		-		-
Other liabilities		-			-			85,862			88,616			-		-		-			-		-		-
Total Liabilities Subject to Compromise		10,487			10,487			1,45,514			1,48,268			8		8		31,011			31,011		-		-

Total Liabilities		10,949			11,215			1,45,938			1,49,922			8		8,996		31,738			31,178		-		-
(Deficit)/Equity:
Total Equity/(Deficit)		46,232			22,683			(968	)		(69,897	)		100		101		37,064			23,336		953		953
Total Liabilities and (Deficit)/Equity	$	57,181		$	33,898		$	1,44,970		$	80,025		$	108	$	9,097	$	68,802		$	54,514	$	953	$	953

Preliminary and Unaudited

See Notes to Unaudited Condensed Consolidating Statements of Operations and Balance Sheets

Page 150 of 174

Appendix C

Overseas Shipholding Group, Inc.

Unaudited Condensed Consolidating Balance Sheets

As of November 13, 2012 and June 30, 2014

	Maritrans General Partner Inc.						Maritrans Operating Company L.P.				Milos Product Tanker Corporation					Mindanao Tanker Corporation				Mykonos Tanker LLC
(000's)	November 13, 2012			June 30, 2014			November 13, 2012		June 30, 2014		November 13, 2012			June 30, 2014		November 13, 2012		June 30, 2014		November 13, 2012		June 30, 2014
ASSETS
Current Assets:
Cash and cash equivalents	$	-		$	-		$	-	$	-	$	-		$	-	$	-	$	-	$	-	$	-
Voyage receivables		-			-			-		-		1,078			303		-		-		881		1,030
Other receivables, including income taxes recoverable		-			-			-		-		(12	)		42		-		0		-		446
Inventory		-			-			-		-		733			356		-		-		55		620
Prepaid expenses and other current assets		-			-			-		-		25			80		-		12		24		26
Total Current Assets		-			-			-		-		1,824			781		-		13		959		2,122
Vessels and other property, less accumulated depreciation		-			-			-		-		42,284			39,607		34,414		61,859		47,429		44,188
Deferred drydock expenditures, net		-			-			-		-		-			-		-		-		-		59
Total Vessels, Deferred Drydock and Other Property		-			-			-		-		42,284			39,607		34,414		61,859		47,429		44,248
Investments in Affiliated Companies		-			-			-		-		-			-		-		-		-		-
Intangible Assets, less accumulated amortization		-			-			-		-		-			-		-		-		-		-
Goodwill		-			-			-		-		-			-		-		-		-		-
Investments in subsidiaries		(385	)		(385	)		-		-		-			-		-		-		-		-
Intercompany loans receivable and accrued interest		-			-			-		-		-			-		-		-		-		-
Pre-petition intercompany receivables from debtors		-			-			53,629		53,629		0			0		5		5		47,635		47,615
Pre-petition Intercompany receivables from non-debtors		-			-			-		-		-			-		135		135		-		-
Post-petition intercompany receivables from non-debtors		-			-			-		-		-			-		-		-		-		-
Post-petition Intercompany receivables from debtors		-			-			-		-		-			8,161		-		-		-		10,625
Other Assets		-			-			-		-		-			-		-		-		-		14
Total Assets	$	(385	)	$	(385	)	$	53,629	$	53,629	$	44,109		$	48,548	$	34,554	$	62,011	$	96,023	$	104,625

LIABILITIES AND (DEFICIT)/EQUITY
Current Liabilities Not Subject to Compromise:
Accounts payable, accrued expenses and other current liabilities		-			12			-		-		114			1,140		-		100		277		576
Total Current Liabilities Not Subject to Compromise		-			12			-		-		114			1,140		-		100		277		576

Noncurrent Liabilities Not Subject to Compromise:
Intercompany loans payable and accrued interest		-			-			-		-		-			-		-		10,800		-		-
Post-petition intercompany payables to non-debtors		-			-			-		-		-			-		-		-		-		-
Post-petition intercompany payables to other debtors		-			-			-		-		-			-		-		16,595		-		-
Deferred Gain/(loss) on Sale and Leaseback of Vessels		-			-			-		-		-			-		-		-		-		-
Deferred Income Taxes and Other Liabilities		-			-			-		-		-			-		-		-		-		-
Total Liabilities Not Subject to Compromise		-			12			-		-		114			1,140		-		27,496		277		576

Liabilities Subject to Compromise:
Pre-petition intercompany loans payable and accrued interest		-			-			-		-		-			-		33,894		33,894		-		-
Pre-petition intercompany payables to non-debtors		-			-			7		7		22,672			22,672		345		345		47,682		47,682
Pre-petition intercompany payables to other debtors		146			146			-		-		19,387			19,387		214		214		26,607		26,607
Other liabilities		-			-			-		-		-			-		-		-		-		-
Total Liabilities Subject to Compromise		146			146			7		7		42,059			42,059		34,454		34,454		74,289		74,289

Total Liabilities		146			158			7		7		42,173			43,199		34,454		61,950		74,566		74,865
(Deficit)/Equity:
Total Equity/(Deficit)		(531	)		(543	)		53,622		53,622		1,936			5,350		100		62		21,457		29,759
Total Liabilities and (Deficit)/Equity	$	(385	)	$	(385	)	$	53,629	$	53,629	$	44,109		$	48,548	$	34,554	$	62,011	$	96,023	$	104,625

Preliminary and Unaudited

See Notes to Unaudited Condensed Consolidating Statements of Operations and Balance Sheets

Page 151 of 174

Appendix C

Overseas Shipholding Group, Inc.

Unaudited Condensed Consolidating Balance Sheets

As of November 13, 2012 and June 30, 2014

	Nedimar Charter Corporation						Maple Tanker Corporation						Ocean Bulk Ships, Inc.						Oceania Tanker Corporation				OSG 192 LLC
(000's)	November 13, 2012			June 30, 2014			November 13, 2012			June 30, 2014			November 13, 2012			June 30, 2014			November 13, 2012		June 30, 2014		November 13, 2012			June 30, 2014
ASSETS
Current Assets:
Cash and cash equivalents	$	-		$	-		$	1		$	1		$	-		$	-		$	-	$	-	$	-		$	-
Voyage receivables		1,553			-			(234	)		3,643			-			-			2,100		-		(20	)		-
Other receivables, including income taxes recoverable		(5	)		-			115			179			-			-			114		20		-			-
Inventory		333			-			-			-			-			-			-		878		-			-
Prepaid expenses and other current assets		256			-			61			209			-			-			96		146		9			35
Total Current Assets		2,137			-			(57	)		4,033			-			-			2,310		1,043		(11	)		35
Vessels and other property, less accumulated depreciation		47			-			138,736			68,280			-			-			79,751		45,167		9,219			6,677
Deferred drydock expenditures, net		1,379			-			-			238			-			-			168		-		796			650
Total Vessels, Deferred Drydock and Other Property		1,426			-			138,736			68,518			-			-			79,920		45,167		10,015			7,327
Investments in Affiliated Companies		-			-			3,788			-			-			-			-		-		-			-
Intangible Assets, less accumulated amortization		-			-			-			-			-			-			-		-		-			-
Goodwill		-			-			-			-			-			-			-		-		-			-
Investments in subsidiaries		-			-			-			-			-			-			-		-		-			-
Intercompany loans receivable and accrued interest		-			-			-			-			-			-			-		-		-			-
Pre-petition intercompany receivables from debtors		12,466			12,466			422			422			-			-			84,867		84,867		24,239			24,239
Pre-petition Intercompany receivables from non-debtors		2			2			0			0			-			-			-		-		3,001			3,001
Post-petition intercompany receivables from non-debtors		-			-			-			-			-			-			-		-		-			-
Post-petition Intercompany receivables from debtors		-			713			-			5,124			-			-			-		-		-			12,428
Other Assets		(41	)		-			68			-			-			-			-		-		-			-
Total Assets	$	15,991		$	13,182		$	142,957		$	78,097		$	-		$	-		$	167,097	$	131,078	$	37,244		$	47,031

LIABILITIES AND (DEFICIT)/EQUITY
Current Liabilities Not Subject to Compromise:
Accounts payable, accrued expenses and other current liabilities		591			-			325			379			-			-			102		120		440			63
Total Current Liabilities Not Subject to Compromise		591			-			325			379			-			-			102		120		440			63

Noncurrent Liabilities Not Subject to Compromise:
Intercompany loans payable and accrued interest		-			-			-			772			-			-			-		-		-			-
Post-petition intercompany payables to non-debtors		-			-			-			588			-			-			-		-		-			-
Post-petition intercompany payables to other debtors		-			-			-			-			-			-			-		776		-			-
Deferred Gain/(loss) on Sale and Leaseback of Vessels		1,339			-			-			-			-			-			-		-		-			-
Deferred Income Taxes and Other Liabilities		197			-			-			-			-			-			-		-		-			-
Total Liabilities Not Subject to Compromise		2,127			-			325			1,739			-			-			102		895		440			63

Liabilities Subject to Compromise:
Pre-petition intercompany loans payable and accrued interest		-			-			-			-			-			-			-		-		-			-
Pre-petition intercompany payables to non-debtors		24,337			24,337			16,128			16,128			-			-			10,310		10,292		52			52
Pre-petition intercompany payables to other debtors		9			9			46,972			46,972			15			15			360		360		14,899			14,899
Other liabilities		-			6,234			83,617			86,315			-			-			-		-		-			-
Total Liabilities Subject to Compromise		24,346			30,580			146,717			149,415			15			15			10,670		10,652		14,950			14,950

Total Liabilities		26,473			30,580			147,042			151,154			15			15			10,772		11,547		15,391			15,014
(Deficit)/Equity:
Total Equity/(Deficit)		(10,482	)		(17,398	)		(4,085	)		(73,057	)		(15	)		(15	)		156,325		119,531		21,853			32,017
Total Liabilities and (Deficit)/Equity	$	15,991		$	13,182		$	142,957		$	78,097		$	-		$	0		$	167,097	$	131,078	$	37,244		$	47,031

Preliminary and Unaudited

See Notes to Unaudited Condensed Consolidating Statements of Operations and Balance Sheets

Page 152 of 174

Appendix C

Overseas Shipholding Group, Inc.

Unaudited Condensed Consolidating Balance Sheets

As of November 13, 2012 and June 30, 2014

	OSG 209 LLC					OSG 214 LLC				OSG 215 Corporation						OSG 242 LLC				OSG 243 LLC
(000's)	November 13, 2012			June 30, 2014		November 13, 2012		June 30, 2014		November 13, 2012			June 30, 2014			November 13, 2012		June 30, 2014		November 13, 2012			June 30, 2014
ASSETS
Current Assets:
Cash and cash equivalents	$	-		$	-	$	-	$	-	$	-		$	-		$	-	$	-	$	-		$	-
Voyage receivables		(9	)		48		34		28		-			-			1,551		4		1,820			13
Other receivables, including income taxes recoverable		265			0		298		0		-			-			284		-		60			-
Inventory		-			-		-		-		-			-			315		-		166			-
Prepaid expenses and other current assets		5			38		5		36		-			-			5		38		15			39
Total Current Assets		261			86		337		64		-			-			2,155		41		2,061			52
Vessels and other property, less accumulated depreciation		22,021			19,273		18,892		16,336		-			-			29,890		26,735		31,327			28,202
Deferred drydock expenditures, net		1,099			304		1,762		-		-			-			746		22		703			252
Total Vessels, Deferred Drydock and Other Property		23,121			19,576		20,653		16,336		-			-			30,636		26,757		32,030			28,454
Investments in Affiliated Companies		-			-		-		-		-			-			-		-		-			-
Intangible Assets, less accumulated amortization		-			-		-		-		-			-			-		-		-			-
Goodwill		-			-		-		-		-			-			-		-		-			-
Investments in subsidiaries		-			-		-		-		-			-			-		-		-			-
Intercompany loans receivable and accrued interest		-			-		-		-		-			-			-		-		-			-
Pre-petition intercompany receivables from debtors		24,400			24,400		14,836		14,836		124			124			29,932		29,932		2,761			2,761
Pre-petition Intercompany receivables from non-debtors		-			-		-		-		-			-			-		-		25,647			25,647
Post-petition intercompany receivables from non-debtors		-			-		-		-		-			-			-		-		-			-
Post-petition Intercompany receivables from debtors		-			14,762		-		15,764		-			-			-		27,773		-			35,411
Other Assets		19			323		-		-		-			-			17		-		(94	)		(50	)
Total Assets	$	47,801		$	59,146	$	35,826	$	47,000	$	124		$	124		$	62,739	$	84,503	$	62,405		$	92,275

LIABILITIES AND (DEFICIT)/EQUITY
Current Liabilities Not Subject to Compromise:
Accounts payable, accrued expenses and other current liabilities		464			810		398		968		-			-			1,084		1,445		20			33
Total Current Liabilities Not Subject to Compromise		464			810		398		968		-			-			1,084		1,445		20			33

Noncurrent Liabilities Not Subject to Compromise:
Intercompany loans payable and accrued interest		-			-		-		-		-			-			-		-		-			-
Post-petition intercompany payables to non-debtors		-			-		-		-		-			-			-		-		-			-
Post-petition intercompany payables to other debtors		-			-		-		-		-			-			-		-		-			11,288
Deferred Gain/(loss) on Sale and Leaseback of Vessels		-			-		-		-		-			-			-		-		-			-
Deferred Income Taxes and Other Liabilities		-			-		-		-		-			-			-		-		-			-
Total Liabilities Not Subject to Compromise		464			810		398		968		-			-			1,084		1,445		20			11,322

Liabilities Subject to Compromise:
Pre-petition intercompany loans payable and accrued interest		-			-		-		-		-			-			-		-		-			-
Pre-petition intercompany payables to non-debtors		54			54		50		50		-			-			58		58		70			70
Pre-petition intercompany payables to other debtors		11,106			11,106		8,902		8,902		124			124			8,725		8,725		10,001			10,001
Other liabilities		-			-		-		-		-			-			-		-		-			-
Total Liabilities Subject to Compromise		11,160			11,160		8,951		8,951		124			124			8,783		8,783		10,070			10,070

Total Liabilities		11,624			11,969		9,349		9,920		124			124			9,867		10,228		10,090			21,392
(Deficit)/Equity:
Total Equity/(Deficit)		36,177			47,176		26,477		37,080		(0	)		(0	)		52,872		74,275		52,314			70,883
Total Liabilities and (Deficit)/Equity	$	47,801		$	59,146	$	35,826	$	47,000	$	124		$	124		$	62,739	$	84,503	$	62,405		$	92,275

Preliminary and Unaudited

See Notes to Unaudited Condensed Consolidating Statements of Operations and Balance Sheets

Page 153 of 174

Appendix C

Overseas Shipholding Group, Inc.

Unaudited Condensed Consolidating Balance Sheets

As of November 13, 2012 and June 30, 2014

	OSG 244 LLC					OSG 252 LLC						OSG 254 LLC				OSG 300 LLC				OSG 400 LLC
(000's)	November 13, 2012		June 30, 2014			November 13, 2012			June 30, 2014			November 13, 2012		June 30, 2014		November 13, 2012		June 30, 2014		November 13, 2012			June 30, 2014
ASSETS
Current Assets:
Cash and cash equivalents	$	-	$	-		$	-		$	-		$	-	$	-	$	-	$	-	$	-		$	-
Voyage receivables		68		28			1,600			23			-		-		-		-		-			-
Other receivables, including income taxes recoverable		276		-			328			3			247		55		-		-		-			-
Inventory		-		-			278			-			-		-		-		-		-			-
Prepaid expenses and other current assets		5		36			5			36			5		36		-		-		-			-
Total Current Assets		350		64			2,211			62			252		91		-		-		-			-
Vessels and other property, less accumulated depreciation		16,006		12,774			18,995			15,910			21,186		17,681		-		-		-			-
Deferred drydock expenditures, net		1,102		1,545			1,152			527			1,870		968		-		-		-			-
Total Vessels, Deferred Drydock and Other Property		17,108		14,319			20,147			16,437			23,056		18,649		-		-		-			-
Investments in Affiliated Companies		-		-			-			-			-		-		-		-		-			-
Intangible Assets, less accumulated amortization		-		-			-			-			-		-		-		-		-			-
Goodwill		-		-			-			-			-		-		-		-		-			-
Investments in subsidiaries		-		-			-			-			-		-		-		-		-			-
Intercompany loans receivable and accrued interest		-		-			-			-			-		-		-		-		-			-
Pre-petition intercompany receivables from debtors		27,376		27,376			18,417			18,417			22,276		22,276		84		84		4,141			4,141
Pre-petition Intercompany receivables from non-debtors		-		-			-			-			-		-		-		-		18,323			18,323
Post-petition intercompany receivables from non-debtors		-		-			-			-			-		-		-		-		-			-
Post-petition Intercompany receivables from debtors		-		13,833			-			21,128			-		17,276		-		-		-			-
Other Assets		-		(31	)		(7	)		(30	)		-		-		-		-		532			771
Total Assets	$	44,834	$	55,562		$	40,769		$	56,014		$	45,584	$	58,292	$	84	$	84	$	22,996		$	23,235

LIABILITIES AND (DEFICIT)/EQUITY
Current Liabilities Not Subject to Compromise:
Accounts payable, accrued expenses and other current liabilities		474		77			386			363			1		39		-		-		(1	)		-
Total Current Liabilities Not Subject to Compromise		474		77			386			363			1		39		-		-		(1	)		-

Noncurrent Liabilities Not Subject to Compromise:
Intercompany loans payable and accrued interest		-		-			-			-			-		-		-		-		-			-
Post-petition intercompany payables to non-debtors		-		-			-			-			-		-		-		-		-			-
Post-petition intercompany payables to other debtors		-		-			-			-			-		-		-		-		-			20
Deferred Gain/(loss) on Sale and Leaseback of Vessels		-		-			-			-			-		-		-		-		-			-
Deferred Income Taxes and Other Liabilities		-		-			-			-			-		-		-		-		-			-
Total Liabilities Not Subject to Compromise		474		77			386			363			1		39		-		-		(1	)		20

Liabilities Subject to Compromise:
Pre-petition intercompany loans payable and accrued interest		-		-			-			-			-		-		-		-		-			-
Pre-petition intercompany payables to non-debtors		51		51			53			53			55		55		-		-		50			50
Pre-petition intercompany payables to other debtors		11,421		11,421			1,872			1,872			5,994		5,994		-		-		6,183			6,183
Other liabilities		-		-			-			-			-		-		-		-		-			-
Total Liabilities Subject to Compromise		11,472		11,472			1,925			1,925			6,048		6,048		-		-		6,233			6,233

Total Liabilities		11,946		11,549			2,312			2,288			6,050		6,087		-		-		6,232			6,254
(Deficit)/Equity:
Total Equity/(Deficit)		32,888		44,013			38,457			53,726			39,535		52,205		84		84		16,764			16,982
Total Liabilities and (Deficit)/Equity	$	44,834	$	55,562		$	40,769		$	56,014		$	45,584	$	58,292	$	84	$	84	$	22,996		$	23,235

Preliminary and Unaudited

See Notes to Unaudited Condensed Consolidating Statements of Operations and Balance Sheets

Page 154 of 174

Appendix C

Overseas Shipholding Group, Inc.

Unaudited Condensed Consolidating Balance Sheets

As of November 13, 2012 and June 30, 2014

	OSG America L.P.						OSG America LLC				OSG America Operating Company LLC					OSG Car Carriers, Inc.						OSG Clean Products International, Inc.
(000's)	November 13, 2012			June 30, 2014			November 13, 2012		June 30, 2014		November 13, 2012			June 30, 2014		November 13, 2012			June 30, 2014			November 13, 2012		June 30, 2014
ASSETS
Current Assets:
Cash and cash equivalents	$	-		$	-		$	-	$	-	$	23,350		$	287,184	$	-		$	-		$	-	$	-
Voyage receivables		-			-			-		-		(1,501	)		-		-			-			-		-
Other receivables, including income taxes recoverable		-			-			-		-		-			-		-			-			-		-
Inventory		-			-			-		-		-			-		-			-			-		-
Prepaid expenses and other current assets		-			-			-		-		(1	)		-		-			-			-		-
Total Current Assets		-			-			-		-		21,847			287,184		-			-			-		-
Vessels and other property, less accumulated depreciation		-			-			-		-		-			-		-			-			-		-
Deferred drydock expenditures, net		-			-			-		-		-			-		-			-			-		-
Total Vessels, Deferred Drydock and Other Property		-			-			-		-		-			-		-			-			-		-
Investments in Affiliated Companies		-			-			-		-		995			803		-			-			-		-
Intangible Assets, less accumulated amortization		-			-			-		-		64,617			57,117		-			-			-		-
Goodwill		-			-			-		-		-			-		-			-			-		-
Investments in subsidiaries		-			-			0		0		423,001			423,001		-			-			-		-
Intercompany loans receivable and accrued interest		-			-			-		-		-			-		-			-			-		-
Pre-petition intercompany receivables from debtors		-			-			458		458		834,346			834,346		6,682			6,682			100		100
Pre-petition Intercompany receivables from non-debtors		-			-			-		-		1			1		205			205			-		-
Post-petition intercompany receivables from non-debtors		-			-			-		-		-			-		-			-			-		-
Post-petition Intercompany receivables from debtors		-			-			-		-		-			99,592		-			-			-		-
Other Assets		-			-			-		-		-			-		-			-			-		-
Total Assets	$	-		$	-		$	459	$	459	$	1,344,807		$	1,702,044	$	6,887		$	6,887		$	100	$	100

LIABILITIES AND (DEFICIT)/EQUITY
Current Liabilities Not Subject to Compromise:
Accounts payable, accrued expenses and other current liabilities		-			-			-		-		16			34		-			13			-		-
Total Current Liabilities Not Subject to Compromise		-			-			-		-		16			34		-			13			-		-

Noncurrent Liabilities Not Subject to Compromise:
Intercompany loans payable and accrued interest		-			-			-		-		-			-		-			-			-		-
Post-petition intercompany payables to non-debtors		-			-			-		-		-			741		-			-			-		-
Post-petition intercompany payables to other debtors		-			-			-		1		-			355,225		-			-			-		-
Deferred Gain/(loss) on Sale and Leaseback of Vessels		-			-			-		-		-			-		-			-			-		-
Deferred Income Taxes and Other Liabilities		-			-			-		-		-			-		-			-			-		-
Total Liabilities Not Subject to Compromise		-			-			-		1		16			356,000		-			13			-		-

Liabilities Subject to Compromise:
Pre-petition intercompany loans payable and accrued interest		-			-			-		-		-			-		-			-			-		-
Pre-petition intercompany payables to non-debtors		-			-			-		-		134,975			134,975		0			0			-		-
Pre-petition intercompany payables to other debtors		79			79			-		-		686,794			686,794		6,899			6,899			-		-
Other liabilities		-			-			-		-		302			302		-			-			-		-
Total Liabilities Subject to Compromise		79			79			-		-		822,070			822,070		6,899			6,899			-		-

Total Liabilities		79			79			-		1		822,086			1,178,070		6,899			6,912			-		-
(Deficit)/Equity:
Total Equity/(Deficit)		(79	)		(79	)		459		458		522,721			523,974		(13	)		(26	)		100		100
Total Liabilities and (Deficit)/Equity	$	-		$	-		$	459	$	459	$	1,344,807		$	1,702,044	$	6,887		$	6,887		$	100	$	100

Preliminary and Unaudited

See Notes to Unaudited Condensed Consolidating Statements of Operations and Balance Sheets

Page 155 of 174

Appendix C

Overseas Shipholding Group, Inc.

Unaudited Condensed Consolidating Balance Sheets

As of November 13, 2012 and June 30, 2014

	OSG Columbia LLC					OSG Constitution LLC						OSG Courageous LLC					OSG Delaware Bay Lightering LLC				OSG Discovery LLC
(000's)	November 13, 2012		June 30, 2014			November 13, 2012			June 30, 2014			November 13, 2012			June 30, 2014		November 13, 2012		June 30, 2014		November 13, 2012		June 30, 2014
ASSETS
Current Assets:
Cash and cash equivalents	$	-	$	-		$	-		$	-		$	-		$	-	$	-	$	-	$	-	$	-
Voyage receivables		-		-			-			-			-			-		5,421		4,672		-		-
Other receivables, including income taxes recoverable		26		26			-			-			10			10		63		167		-		-
Inventory		-		-			-			-			-			-		710		837		-		-
Prepaid expenses and other current assets		4		21			-			-			4			27		47		177		-		-
Total Current Assets		29		47			-			-			14			37		6,241		5,854		-		-
Vessels and other property, less accumulated depreciation		7,024		6,337			-			-			30,264			28,771		382,438		361,194		-		-
Deferred drydock expenditures, net		602		9			-			-			-			125		-		478		-		-
Total Vessels, Deferred Drydock and Other Property		7,626		6,346			-			-			30,264			28,896		382,438		361,672		-		-
Investments in Affiliated Companies		-		-			-			-			-			-		-		-		-		-
Intangible Assets, less accumulated amortization		-		-			-			-			-			-		-		-		-		-
Goodwill		-		-			-			-			-			-		-		-		-		-
Investments in subsidiaries		-		-			-			-			-			-		-		-		-		-
Intercompany loans receivable and accrued interest		-		-			-			-			-			-		-		-		-		-
Pre-petition intercompany receivables from debtors		2,435		2,435			1,070			1,070			2,062			2,062		15,144		15,144		1,272		1,272
Pre-petition Intercompany receivables from non-debtors		-		-			-			-			-			-		104,456		104,456		-		-
Post-petition intercompany receivables from non-debtors		-		-			-			-			-			-		-		-		-		-
Post-petition Intercompany receivables from debtors		-		-			-			-			-			-		-		72,099		-		935
Other Assets		-		(1	)		0			-			(2	)		3		0		4		-		-
Total Assets	$	10,091	$	8,827		$	1,070		$	1,070		$	32,339		$	30,997	$	508,278	$	559,229	$	1,272	$	2,207

LIABILITIES AND (DEFICIT)/EQUITY
Current Liabilities Not Subject to Compromise:
Accounts payable, accrued expenses and other current liabilities		125		160			2			-			140			220		598		1,131		21		-
Total Current Liabilities Not Subject to Compromise		125		160			2			-			140			220		598		1,131		21		-

Noncurrent Liabilities Not Subject to Compromise:
Intercompany loans payable and accrued interest		-		-			-			-			-			-		-		-		-		-
Post-petition intercompany payables to non-debtors		-		-			-			-			-			-		-		-		-		-
Post-petition intercompany payables to other debtors		-		4,671			-			2			-			4,930		-		17,578		-		-
Deferred Gain/(loss) on Sale and Leaseback of Vessels		-		-			-			-			-			-		-		-		-		-
Deferred Income Taxes and Other Liabilities		-		-			-			-			-			-		-		-		-		-
Total Liabilities Not Subject to Compromise		125		4,832			2			2			140			5,150		598		18,709		21		-

Liabilities Subject to Compromise:
Pre-petition intercompany loans payable and accrued interest		-		-			-			-			-			-		-		-		-		-
Pre-petition intercompany payables to non-debtors		33		33			32			32			1			1		380		380		-		-
Pre-petition intercompany payables to other debtors		9,323		9,323			4,544			4,544			17,212			17,212		88,794		88,794		508		508
Other liabilities		-		-			-			-			-			-		-		-		-		-
Total Liabilities Subject to Compromise		9,355		9,355			4,576			4,576			17,213			17,213		89,174		89,174		508		508

Total Liabilities		9,480		14,187			4,579			4,579			17,353			22,362		89,772		107,883		529		508
(Deficit)/Equity:
Total Equity/(Deficit)		611		(5,361	)		(3,508	)		(3,508	)		14,986			8,635		418,506		451,346		743		1,698
Total Liabilities and (Deficit)/Equity	$	10,091	$	8,827		$	1,070		$	1,070		$	32,339		$	30,997	$	508,278	$	559,229	$	1,272	$	2,207

Preliminary and Unaudited

See Notes to Unaudited Condensed Consolidating Statements of Operations and Balance Sheets

Page 156 of 174

Appendix C

Overseas Shipholding Group, Inc.

Unaudited Condensed Consolidating Balance Sheets

As of November 13, 2012 and June 30, 2014

	OSG Endeavor LLC						OSG Endurance LLC						OSG Enterprise LLC					OSG Financial Corp.				OSG Freedom LLC
(000's)	November 13, 2012			June 30, 2014			November 13, 2012			June 30, 2014			November 13, 2012		June 30, 2014			November 13, 2012		June 30, 2014		November 13, 2012			June 30, 2014
ASSETS
Current Assets:
Cash and cash equivalents	$	-		$	-		$	-		$	-		$	-	$	-		$	16	$	371	$	-		$	-
Voyage receivables		-			-			-			-			-		-			-		-		-			-
Other receivables, including income taxes recoverable		-			-			23			23			10		10			-		-		-			-
Inventory		-			-			-			-			-		-			-		-		0			-
Prepaid expenses and other current assets		-			-			4			27			4		21			-		-		5			-
Total Current Assets		-			-			27			50			14		31			16		371		5			-
Vessels and other property, less accumulated depreciation		-			-			32,214			30,622			4,238		3,760			-		-		1,478			-
Deferred drydock expenditures, net		-			-			-			43			1,494		13			-		-		-			-
Total Vessels, Deferred Drydock and Other Property		-			-			32,214			30,665			5,732		3,774			-		-		1,478			-
Investments in Affiliated Companies		-			-			-			-			-		-			-		-		-			-
Intangible Assets, less accumulated amortization		-			-			-			-			-		-			-		-		-			-
Goodwill		-			-			-			-			-		-			-		-		-			-
Investments in subsidiaries		-			-			-			-			-		-			-		-		-			-
Intercompany loans receivable and accrued interest		-			-			-			-			-		-			-		-		-			-
Pre-petition intercompany receivables from debtors		-			-			69			69			3,140		3,140			10,251		10,251		829			829
Pre-petition Intercompany receivables from non-debtors		-			-			-			-			-		-			-		-		-			-
Post-petition intercompany receivables from non-debtors		-			-			-			-			-		-			-		-		-			-
Post-petition Intercompany receivables from debtors		-			-			-			-			-		-			-		-		-			485
Other Assets		-			-			(30	)		(15	)		9		85			731		203		0			-
Total Assets	$	-		$	-		$	32,280		$	30,768		$	8,895	$	7,030		$	10,999	$	10,825	$	2,312		$	1,315

LIABILITIES AND (DEFICIT)/EQUITY
Current Liabilities Not Subject to Compromise:
Accounts payable, accrued expenses and other current liabilities		-			-			145			184			189		181			-		-		(7	)		(0	)
Total Current Liabilities Not Subject to Compromise		-			-			145			184			189		181			-		-		(7	)		(0	)

Noncurrent Liabilities Not Subject to Compromise:
Intercompany loans payable and accrued interest		-			-			-			-			-		-			-		-		-			-
Post-petition intercompany payables to non-debtors		-			-			-			-			-		-			-		-		-			-
Post-petition intercompany payables to other debtors		-			72			-			4,583			-		4,944			-		-		-			-
Deferred Gain/(loss) on Sale and Leaseback of Vessels		-			-			-			-			-		-			-		-		-			-
Deferred Income Taxes and Other Liabilities		-			-			-			-			-		-			-		-		-			-
Total Liabilities Not Subject to Compromise		-			72			145			4,767			189		5,125			-		-		(7	)		(0	)

Liabilities Subject to Compromise:
Pre-petition intercompany loans payable and accrued interest		-			-			-			-			-		-			-		-		-			-
Pre-petition intercompany payables to non-debtors		111			111			1			1			29		29			-		-		28			28
Pre-petition intercompany payables to other debtors		310			310			15,683			15,683			8,420		8,420			9,457		9,457		3,753			3,753
Other liabilities		-			-			-			-			-		-			-		-		-			-
Total Liabilities Subject to Compromise		421			421			15,684			15,684			8,449		8,449			9,457		9,457		3,781			3,781

Total Liabilities		421			494			15,828			20,451			8,638		13,575			9,457		9,457		3,775			3,781
(Deficit)/Equity:
Total Equity/(Deficit)		(421	)		(494	)		16,452			10,318			257		(6,545	)		1,541		1,368		(1,462	)		(2,466	)
Total Liabilities and (Deficit)/Equity	$	-		$	-		$	32,280		$	30,768		$	8,895	$	7,030		$	10,999	$	10,825	$	2,312		$	1,315

Preliminary and Unaudited

See Notes to Unaudited Condensed Consolidating Statements of Operations and Balance Sheets

Page 157 of 174

Appendix C

Overseas Shipholding Group, Inc.

Unaudited Condensed Consolidating Balance Sheets

As of November 13, 2012 and June 30, 2014

	OSG Honour LLC						OSG Independence LLC						OSG Intrepid LLC						OSG Liberty LLC						OSG Lightering LLC
(000's)	November 13, 2012			June 30, 2014			November 13, 2012			June 30, 2014			November 13, 2012			June 30, 2014			November 13, 2012			June 30, 2014			November 13, 2012			June 30, 2014
ASSETS
Current Assets:
Cash and cash equivalents	$	-		$	-		$	-		$	-		$	-		$	-		$	-		$	-		$	3,502		$	22,611
Voyage receivables		-			-			-			-			-			-			-			-			8,284			5,856
Other receivables, including income taxes recoverable		16			16			14			17			13			17			-			-			9,798			2,082
Inventory		-			-			-			-			-			-			-			-			2,227			1,018
Prepaid expenses and other current assets		4			21			4			21			4			21			-			-			1,623			650
Total Current Assets		20			37			18			38			17			37			-			-			25,433			32,218
Vessels and other property, less accumulated depreciation		3,802			3,297			6,615			5,964			2,897			2,284			-			-			4,340			2,571
Deferred drydock expenditures, net		848			314			311			114			1,219			518			-			-			-			-
Total Vessels, Deferred Drydock and Other Property		4,649			3,611			6,926			6,078			4,116			2,802			-			-			4,340			2,571
Investments in Affiliated Companies		-			-			-			-			-			-			-			-			-			-
Intangible Assets, less accumulated amortization		-			-			-			-			-			-			-			-			7,190			-
Goodwill		-			-			-			-			-			-			-			-			8,101			-
Investments in subsidiaries		-			-			-			-			-			-			-			-			-			-
Intercompany loans receivable and accrued interest		-			-			-			-			-			-			-			-			-			-
Pre-petition intercompany receivables from debtors		2,458			2,458			246			246			2			2			9,493			9,493			127,232			127,232
Pre-petition Intercompany receivables from non-debtors		-			-			1			1			-			-			1			1			137,738			137,738
Post-petition intercompany receivables from non-debtors		-			-			-			-			-			-			-			-			-			-
Post-petition Intercompany receivables from debtors		-			-			-			5,998			-			-			-			1			-			5,154
Other Assets		(3	)		(2	)		0			1			(8	)		0			(9	)		-			-			-
Total Assets	$	7,124		$	6,105		$	7,191		$	12,362		$	4,126		$	2,841		$	9,485		$	9,495		$	310,035		$	304,913

LIABILITIES AND (DEFICIT)/EQUITY
Current Liabilities Not Subject to Compromise:
Accounts payable, accrued expenses and other current liabilities		143			198			270			177			134			177			(1	)		-			3,384			3,435
Total Current Liabilities Not Subject to Compromise		143			198			270			177			134			177			(1	)		-			3,384			3,435

Noncurrent Liabilities Not Subject to Compromise:
Intercompany loans payable and accrued interest		-			-			-			-			-			-			-			-			-			-
Post-petition intercompany payables to non-debtors		-			-			-			-			-			-			-			-			-			-
Post-petition intercompany payables to other debtors		-			4,990			-			11,208			-			5,132			-			-			-			11,228
Deferred Gain/(loss) on Sale and Leaseback of Vessels		-			-			-			-			-			-			-			-			-			-
Deferred Income Taxes and Other Liabilities		-			-			-			-			-			-			-			-			-			-
Total Liabilities Not Subject to Compromise		143			5,189			270			11,385			134			5,309			(1	)		-			3,384			14,664

Liabilities Subject to Compromise:
Pre-petition intercompany loans payable and accrued interest		-			-			-			-			-			-			-			-			-			-
Pre-petition intercompany payables to non-debtors		31			31			33			33			30			30			32			32			127,578			125,361
Pre-petition intercompany payables to other debtors		8,722			8,722			6,907			6,907			7,284			7,284			10,766			10,766			167,222			166,275
Other liabilities		-			-			-			-			-			-			-			-			(11	)		850
Total Liabilities Subject to Compromise		8,753			8,753			6,940			6,941			7,314			7,314			10,799			10,799			294,790			292,487

Total Liabilities		8,896			13,942			7,210			18,326			7,447			12,623			10,798			10,799			298,174			307,150
(Deficit)/Equity:
Total Equity/(Deficit)		(1,772	)		(7,837	)		(19	)		(5,964	)		(3,321	)		(9,782	)		(1,313	)		(1,304	)		11,861			(2,237	)
Total Liabilities and (Deficit)/Equity	$	7,124		$	6,105		$	7,191		$	12,362		$	4,126		$	2,841		$	9,485		$	9,495		$	310,035		$	304,913

Preliminary and Unaudited

See Notes to Unaudited Condensed Consolidating Statements of Operations and Balance Sheets

Page 158 of 174

Appendix C

Overseas Shipholding Group, Inc.

Unaudited Condensed Consolidating Balance Sheets

As of November 13, 2012 and June 30, 2014

	OSG Lightering Acquisition Corporation				OSG Lightering Solutions LLC				OSG Mariner LLC						OSG Maritrans Parent LLC						OSG Navigator LLC
(000's)	November 13, 2012		June 30, 2014		November 13, 2012		June 30, 2014		November 13, 2012			June 30, 2014			November 13, 2012			June 30, 2014			November 13, 2012			June 30, 2014
ASSETS
Current Assets:
Cash and cash equivalents	$	-	$	-	$	-	$	-	$	-		$	-		$	-		$	-		$	-		$	-
Voyage receivables		-		-		-		-		-			-			-			-			-			-
Other receivables, including income taxes recoverable		-		-		-		-		-			-			-			-			18			10
Inventory		-		-		-		-		-			-			-			-			-			-
Prepaid expenses and other current assets		-		-		-		-		-			-			-			-			4			20
Total Current Assets		-		-		-		-		-			-			-			-			21			30
Vessels and other property, less accumulated depreciation		-		-		-		-		-			-			-			-			2,853			2,255
Deferred drydock expenditures, net		-		-		-		-		-			-			-			-			587			89
Total Vessels, Deferred Drydock and Other Property		-		-		-		-		-			-			-			-			3,440			2,344
Investments in Affiliated Companies		-		-		-		-		-			-			-			-			-			-
Intangible Assets, less accumulated amortization		-		-		-		-		-			-			606			494			-			-
Goodwill		-		-		1,567		-		-			-			-			-			-			-
Investments in subsidiaries		2,000		2,000		-		-		-			-			103,806			103,806			-			-
Intercompany loans receivable and accrued interest		-		-		-		-		-			-			-			-			-			-
Pre-petition intercompany receivables from debtors		-		-		2,650		2,650		-			-			-			-			19			19
Pre-petition Intercompany receivables from non-debtors		-		-		-		-		-			-			-			-			-			-
Post-petition intercompany receivables from non-debtors		-		-		-		-		-			-			-			-			-			-
Post-petition Intercompany receivables from debtors		-		-		-		-		-			-			-			-			-			-
Other Assets		-		-		-		-		-			-			-			-			(4	)		20
Total Assets	$	2,000	$	2,000	$	4,216	$	2,650	$	-		$	-		$	104,411		$	104,300		$	3,476		$	2,412

LIABILITIES AND (DEFICIT)/EQUITY
Current Liabilities Not Subject to Compromise:
Accounts payable, accrued expenses and other current liabilities		-		-		-		-		-			-			-			-			167			198
Total Current Liabilities Not Subject to Compromise		-		-		-		-		-			-			-			-			167			198

Noncurrent Liabilities Not Subject to Compromise:
Intercompany loans payable and accrued interest		-		-		-		-		-			-			-			-			-			-
Post-petition intercompany payables to non-debtors		-		-		-		-		-			-			-			-			-			-
Post-petition intercompany payables to other debtors		-		-		-		-		-			72			-			-			-			4,764
Deferred Gain/(loss) on Sale and Leaseback of Vessels		-		-		-		-		-			-			-			-			-			-
Deferred Income Taxes and Other Liabilities		-		-		-		-		-			-			-			-			-			-
Total Liabilities Not Subject to Compromise		-		-		-		-		-			72			-			-			167			4,962

Liabilities Subject to Compromise:
Pre-petition intercompany loans payable and accrued interest		-		-		-		-		-			-			-			-			-			-
Pre-petition intercompany payables to non-debtors		-		-		-		-		111			111			-			-			30			30
Pre-petition intercompany payables to other debtors		1,999		1,999		2,650		2,650		311			311			120,341			120,341			6,801			6,801
Other liabilities		-		-		-		-		-			-			-			-			-			-
Total Liabilities Subject to Compromise		1,999		1,999		2,650		2,650		422			422			120,341			120,341			6,831			6,831

Total Liabilities		1,999		1,999		2,650		2,650		422			494			120,341			120,341			6,999			11,793
(Deficit)/Equity:
Total Equity/(Deficit)		1		1		1,567		-		(422	)		(494	)		(15,930	)		(16,041	)		(3,523	)		(9,381	)
Total Liabilities and (Deficit)/Equity	$	2,000	$	2,000	$	4,216	$	2,650	$	-		$	-		$	104,411		$	104,300		$	3,476		$	2,412

Preliminary and Unaudited

See Notes to Unaudited Condensed Consolidating Statements of Operations and Balance Sheets

Page 159 of 174

Appendix C

Overseas Shipholding Group, Inc.

Unaudited Condensed Consolidating Balance Sheets

As of November 13, 2012 and June 30, 2014

	OSG New York, Inc.						OSG Product Tankers AVTC, LLC				OSG Product Tankers I, LLC						OSG Product Tankers II, LLC						OSG Product Tankers Member LLC
(000's)	November 13, 2012			June 30, 2014			November 13, 2012		June 30, 2014		November 13, 2012			June 30, 2014			November 13, 2012			June 30, 2014			November 13, 2012		June 30, 2014
ASSETS
Current Assets:
Cash and cash equivalents	$	-		$	-		$	-	$	-	$	-		$	-		$	-		$	-		$	-	$	-
Voyage receivables		5,178			25			-		-		-			-			-			-			-		-
Other receivables, including income taxes recoverable		-			192			-		-		-			-			-			-			-		-
Inventory		352			-			-		-		-			-			-			-			-		-
Prepaid expenses and other current assets		781			7			-		-		-			-			-			-			-		-
Total Current Assets		6,311			224			-		-		-			-			-			-			-		-
Vessels and other property, less accumulated depreciation		-			-			-		-		-			-			-			-			-		-
Deferred drydock expenditures, net		-			-			-		-		-			-			-			-			-		-
Total Vessels, Deferred Drydock and Other Property		-			-			-		-		-			-			-			-			-		-
Investments in Affiliated Companies		300			-			-		-		-			-			-			-			-		-
Intangible Assets, less accumulated amortization		-			-			-		-		-			-			-			-			-		-
Goodwill		-			-			-		-		-			-			-			-			-		-
Investments in subsidiaries		-			-			-		-		-			-			-			-			-		-
Intercompany loans receivable and accrued interest		-			-			-		-		-			-			-			-			-		-
Pre-petition intercompany receivables from debtors		21,479			21,479			100		100		-			-			-			-			1		-
Pre-petition Intercompany receivables from non-debtors		-			-			-		-		-			-			-			-			-		-
Post-petition intercompany receivables from non-debtors		-			-			-		-		-			-			-			-			-		-
Post-petition Intercompany receivables from debtors		-			6,108			-		-		-			-			-			-			-		-
Other Assets		-			-			-		-		-			-			-			-			-		-
Total Assets	$	28,090		$	27,811		$	100	$	100	$	-		$	-		$	-		$	-		$	1	$	-

LIABILITIES AND (DEFICIT)/EQUITY
Current Liabilities Not Subject to Compromise:
Accounts payable, accrued expenses and other current liabilities		506			531			-		-		-			-			-			-			-		-
Total Current Liabilities Not Subject to Compromise		506			531			-		-		-			-			-			-			-		-

Noncurrent Liabilities Not Subject to Compromise:
Intercompany loans payable and accrued interest		-			-			-		-		-			-			-			-			-		-
Post-petition intercompany payables to non-debtors		-			-			-		-		-			-			-			-			-		-
Post-petition intercompany payables to other debtors		-			1,539			-		-		-			-			-			-			-		-
Deferred Gain/(loss) on Sale and Leaseback of Vessels		-			-			-		-		-			-			-			-			-		-
Deferred Income Taxes and Other Liabilities		-			-			-		-		-			-			-			-			-		-
Total Liabilities Not Subject to Compromise		506			2,070			-		-		-			-			-			-			-		-

Liabilities Subject to Compromise:
Pre-petition intercompany loans payable and accrued interest		-			-			-		-		-			-			-			-			-		-
Pre-petition intercompany payables to non-debtors		26,292			26,292			-		-		-			-			-			-			-		-
Pre-petition intercompany payables to other debtors		10,719			10,719			-		-		8			8			8			8			1		-
Other liabilities		-			321			-		-		-			-			-			-			-		-
Total Liabilities Subject to Compromise		37,011			37,331			-		-		8			8			8			8			1		-

Total Liabilities		37,517			39,402			-		-		8			8			8			8			1		-
(Deficit)/Equity:
Total Equity/(Deficit)		(9,427	)		(11,591	)		100		100		(8	)		(8	)		(8	)		(8	)		-		-
Total Liabilities and (Deficit)/Equity	$	28,090		$	27,811		$	100	$	100	$	-		$	-		$	-		$	-		$	1	$	-

Preliminary and Unaudited

See Notes to Unaudited Condensed Consolidating Statements of Operations and Balance Sheets

Page 160 of 174

Appendix C

Overseas Shipholding Group, Inc.

Unaudited Condensed Consolidating Balance Sheets

As of November 13, 2012 and June 30, 2014

	OSG Product Tankers, LLC						OSG Quest LLC						OSG Seafarer LLC				OSG Ship Management, Inc.						OSG Valour LLC
(000's)	November 13, 2012			June 30, 2014			November 13, 2012			June 30, 2014			November 13, 2012		June 30, 2014		November 13, 2012			June 30, 2014			November 13, 2012		June 30, 2014
ASSETS
Current Assets:
Cash and cash equivalents	$	-		$	-		$	-		$	-		$	-	$	-	$	1,431		$	1,876		$	-	$	-
Voyage receivables		-			-			-			-			-		-		-			-			-		-
Other receivables, including income taxes recoverable		-			-			-			-			-		-		1,773			962			-		-
Inventory		-			-			-			-			-		-		-			-			-		-
Prepaid expenses and other current assets		-			-			-			-			-		-		2,832			1,441			-		-
Total Current Assets		-			-			-			-			-		-		6,036			4,279			-		-
Vessels and other property, less accumulated depreciation		-			-			-			-			-		-		12,623			3,422			-		-
Deferred drydock expenditures, net		-			-			-			-			-		-		-			-			-		-
Total Vessels, Deferred Drydock and Other Property		-			-			-			-			-		-		12,623			3,422			-		-
Investments in Affiliated Companies		-			-			-			-			-		-		-			-			-		-
Intangible Assets, less accumulated amortization		-			-			-			-			-		-		-			-			-		-
Goodwill		-			-			-			-			-		-		-			-			-		-
Investments in subsidiaries		-			-			-			-			-		-		139			139			-		-
Intercompany loans receivable and accrued interest		-			-			-			-			-		-		-			-			-		-
Pre-petition intercompany receivables from debtors		-			-			64			64			1,000		1,000		193,029			207,365			1,163		1,163
Pre-petition Intercompany receivables from non-debtors		-			-			-			-			-		-		993			943			-		-
Post-petition intercompany receivables from non-debtors		-			-			-			-			-		-		-			-			-		-
Post-petition Intercompany receivables from debtors		-			-			-			-			-		0		-			(1,152	)		-		-
Other Assets		-			-			-			-			-		-		117			514			-		-
Total Assets	$	-		$	-		$	64		$	64		$	1,000	$	1,001	$	212,936		$	215,510		$	1,163	$	1,163

LIABILITIES AND (DEFICIT)/EQUITY
Current Liabilities Not Subject to Compromise:
Accounts payable, accrued expenses and other current liabilities		-			-			4			-			-		-		9,813			12,393			-		-
Total Current Liabilities Not Subject to Compromise		-			-			4			-			-		-		9,813			12,393			-		-

Noncurrent Liabilities Not Subject to Compromise:
Intercompany loans payable and accrued interest		-			-			-			-			-		-		-			-			-		-
Post-petition intercompany payables to non-debtors		-			-			-			-			-		-		-			-			-		-
Post-petition intercompany payables to other debtors		-			-			-			44			-		-		-			52,764			-		-
Deferred Gain/(loss) on Sale and Leaseback of Vessels		-			-			-			-			-		-		-			-			-		-
Deferred Income Taxes and Other Liabilities		-			-			-			-			-		-		528			607			-		-
Total Liabilities Not Subject to Compromise		-			-			4			44			-		-		10,341			65,764			-		-

Liabilities Subject to Compromise:
Pre-petition intercompany loans payable and accrued interest		-			-			-			-			-		-		-			-			-		-
Pre-petition intercompany payables to non-debtors		-			-			140			140			27		27		328			328			-		-
Pre-petition intercompany payables to other debtors		16			16			61			61			343		343		369,019			369,019			1,075		1,075
Other liabilities		-			-			-			-			-		-		23,988			12,506			-		-
Total Liabilities Subject to Compromise		16			16			201			201			370		370		393,334			381,853			1,075		1,075

Total Liabilities		16			16			205			245			370		370		403,675			447,617			1,075		1,075
(Deficit)/Equity:
Total Equity/(Deficit)		(16	)		(16	)		(140	)		(181	)		631		631		(190,740	)		(232,107	)		88		88
Total Liabilities and (Deficit)/Equity	$	-		$	-		$	64		$	64		$	1,000	$	1,001	$	212,936		$	215,510		$	1,163	$	1,163

Preliminary and Unaudited

See Notes to Unaudited Condensed Consolidating Statements of Operations and Balance Sheets

Page 161 of 174

Appendix C

Overseas Shipholding Group, Inc.

Unaudited Condensed Consolidating Balance Sheets

As of November 13, 2012 and June 30, 2014

	Overseas Allegiance Corporation				Overseas Anacortes LLC				Overseas Boston LLC				Overseas Diligence LLC						Overseas Galena Bay LLC
(000's)	November 13, 2012		June 30, 2014		November 13, 2012		June 30, 2014		November 13, 2012		June 30, 2014		November 13, 2012			June 30, 2014			November 13, 2012		June 30, 2014
ASSETS
Current Assets:
Cash and cash equivalents	$	-	$	-	$	-	$	-	$	-	$	-	$	-		$	-		$	-	$	-
Voyage receivables		-		-		13		3		-		-		-			-			-		-
Other receivables, including income taxes recoverable		-		-		28		21		21		41		137			-			276		-
Inventory		-		-		-		-		-		-		-			-			-		-
Prepaid expenses and other current assets		-		-		450		808		448		806		-			-			-		-
Total Current Assets		-		-		492		832		468		848		137			-			276		-
Vessels and other property, less accumulated depreciation		-		-		274		112		171		28		-			-			-		-
Deferred drydock expenditures, net		-		-		4		501		606		2,531		-			-			-		-
Total Vessels, Deferred Drydock and Other Property		-		-		279		613		776		2,559		-			-			-		-
Investments in Affiliated Companies		-		-		-		-		-		-		-			-			-		-
Intangible Assets, less accumulated amortization		-		-		-		-		-		-		-			-			-		-
Goodwill		-		-		-		-		-		-		-			-			-		-
Investments in subsidiaries		-		-		-		-		-		-		-			-			-		-
Intercompany loans receivable and accrued interest		-		-		-		-		-		-		-			-			-		-
Pre-petition intercompany receivables from debtors		2		2		42,388		42,388		40,291		40,291		311			311			4,465		4,465
Pre-petition Intercompany receivables from non-debtors		-		-		30		30		-		-		2			2			4		4
Post-petition intercompany receivables from non-debtors		-		-		-		-		-		-		-			-			-		-
Post-petition Intercompany receivables from debtors		-		-		-		8,295		-		1,703		-			137			-		275
Other Assets		-		-		2,141		1,662		1,159		909		-			-			-		-
Total Assets	$	2	$	2	$	45,329	$	53,820	$	42,695	$	46,310	$	451		$	451		$	4,744	$	4,744

LIABILITIES AND (DEFICIT)/EQUITY
Current Liabilities Not Subject to Compromise:
Accounts payable, accrued expenses and other current liabilities		-		-		1,193		284		1,192		2,112		(0	)		(0	)		-		14
Total Current Liabilities Not Subject to Compromise		-		-		1,193		284		1,192		2,112		(0	)		(0	)		-		14

Noncurrent Liabilities Not Subject to Compromise:
Intercompany loans payable and accrued interest		-		-		-		-		-		-		-			-			-		-
Post-petition intercompany payables to non-debtors		-		-		-		-		-		-		-			-			-		-
Post-petition intercompany payables to other debtors		-		-		-		-		-		-		-			-			-		-
Deferred Gain/(loss) on Sale and Leaseback of Vessels		-		-		-		-		-		-		-			-			-		-
Deferred Income Taxes and Other Liabilities		-		-		-		-		-		-		-			-			-		-
Total Liabilities Not Subject to Compromise		-		-		1,193		284		1,192		2,112		(0	)		(0	)		-		14

Liabilities Subject to Compromise:
Pre-petition intercompany loans payable and accrued interest		-		-		-		-		-		-		-			-			-		-
Pre-petition intercompany payables to non-debtors		-		-		106		106		91		91		49			49			-		-
Pre-petition intercompany payables to other debtors		2		2		35,688		35,688		36,030		36,030		300			300			565		565
Other liabilities		-		-		-		-		-		-		-			-			-		-
Total Liabilities Subject to Compromise		2		2		35,794		35,794		36,122		36,122		348			348			565		565

Total Liabilities		2		2		36,986		36,077		37,313		38,233		348			348			565		579
(Deficit)/Equity:
Total Equity/(Deficit)		0		0		8,343		17,743		5,382		8,077		103			103			4,179		4,165
Total Liabilities and (Deficit)/Equity	$	2	$	2	$	45,329	$	53,820	$	42,695	$	46,310	$	451		$	451		$	4,744	$	4,744

Preliminary and Unaudited

See Notes to Unaudited Condensed Consolidating Statements of Operations and Balance Sheets

Page 162 of 174

Appendix C

Overseas Shipholding Group, Inc.

Unaudited Condensed Consolidating Balance Sheets

As of November 13, 2012 and June 30, 2014

	Overseas Houston LLC					Overseas Integrity LLC				Overseas Long Beach LLC				Overseas Los Angeles LLC						Overseas Martinez LLC
(000's)	November 13, 2012			June 30, 2014		November 13, 2012		June 30, 2014		November 13, 2012		June 30, 2014		November 13, 2012			June 30, 2014			November 13, 2012		June 30, 2014
ASSETS
Current Assets:
Cash and cash equivalents	$	-		$	-	$	-	$	-	$	-	$	-	$	-		$	-		$	-	$	-
Voyage receivables		-			-		-		-		-		-		-			-			-		-
Other receivables, including income taxes recoverable		289			27		8		-		307		42		358			22			34		48
Inventory		-			-		-		-		-		-		-			-			-		-
Prepaid expenses and other current assets		357			784		-		-		357		784		360			690			447		807
Total Current Assets		646			811		8		-		664		826		719			712			482		855
Vessels and other property, less accumulated depreciation		143			-		-		-		164		-		167			28			345		118
Deferred drydock expenditures, net		2,793			1,734		-		-		2,195		1,300		2,489			1,363			-		450
Total Vessels, Deferred Drydock and Other Property		2,936			1,734		-		-		2,359		1,300		2,656			1,392			345		568
Investments in Affiliated Companies		-			-		-		-		-		-		-			-			-		-
Intangible Assets, less accumulated amortization		-			-		-		-		-		-		-			-			-		-
Goodwill		-			-		-		-		-		-		-			-			-		-
Investments in subsidiaries		-			-		-		-		-		-		-			-			-		-
Intercompany loans receivable and accrued interest		-			-		-		-		-		-		-			-			-		-
Pre-petition intercompany receivables from debtors		35,162			35,194		1,150		1,150		35,775		35,774		34,432			34,432			14,892		14,892
Pre-petition Intercompany receivables from non-debtors		-			-		-		-		3		3		3			3			3		3
Post-petition intercompany receivables from non-debtors		-			-		-		-		-		-		-			-			-		-
Post-petition Intercompany receivables from debtors		-			2,673		-		59		-		2,811		-			2,645			-		5,482
Other Assets		601			397		-		-		588		471		921			693			2,138		1,643
Total Assets	$	39,345		$	40,810	$	1,157	$	1,209	$	39,388	$	41,185	$	38,730		$	39,876		$	17,860	$	23,444

LIABILITIES AND (DEFICIT)/EQUITY
Current Liabilities Not Subject to Compromise:
Accounts payable, accrued expenses and other current liabilities		990			651		-		-		1,268		657		1,881			608			1,207		2,090
Total Current Liabilities Not Subject to Compromise		990			651		-		-		1,268		657		1,881			608			1,207		2,090

Noncurrent Liabilities Not Subject to Compromise:
Intercompany loans payable and accrued interest		-			-		-		-		-		-		-			-			-		-
Post-petition intercompany payables to non-debtors		-			-		-		-		-		-		-			-			-		-
Post-petition intercompany payables to other debtors		-			-		-		-		-		-		-			-			-		-
Deferred Gain/(loss) on Sale and Leaseback of Vessels		-			-		-		-		-		-		-			-			-		-
Deferred Income Taxes and Other Liabilities		5,875			6,417		-		-		5,458		6,514		5,016			6,542			-		-
Total Liabilities Not Subject to Compromise		6,865			7,068		-		-		6,726		7,171		6,897			7,151			1,207		2,090

Liabilities Subject to Compromise:
Pre-petition intercompany loans payable and accrued interest		-			-		-		-		-		-		-			-			-		-
Pre-petition intercompany payables to non-debtors		96			96		-		-		95		95		98			98			97		97
Pre-petition intercompany payables to other debtors		33,329			33,361		932		932		31,967		31,966		33,285			33,285			8,451		8,451
Other liabilities		-			-		-		-		-		-		-			-			-		-
Total Liabilities Subject to Compromise		33,425			33,456		932		932		32,062		32,061		33,383			33,383			8,549		8,549

Total Liabilities		40,289			40,524		932		932		38,788		39,232		40,280			40,534			9,755		10,639
(Deficit)/Equity:
Total Equity/(Deficit)		(944	)		285		225		277		600		1,952		(1,551	)		(658	)		8,104		12,805
Total Liabilities and (Deficit)/Equity	$	39,345		$	40,810	$	1,157	$	1,209	$	39,388	$	41,185	$	38,730		$	39,876		$	17,860	$	23,444

Preliminary and Unaudited

See Notes to Unaudited Condensed Consolidating Statements of Operations and Balance Sheets

Page 163 of 174

Appendix C

Overseas Shipholding Group, Inc.

Unaudited Condensed Consolidating Balance Sheets

As of November 13, 2012 and June 30, 2014

	Overseas New Orleans LLC				Overseas New York LLC				Overseas Nikiski LLC				Overseas Perseverance Corporation				Overseas Philadelphia LLC
(000's)	November 13, 2012		June 30, 2014		November 13, 2012		June 30, 2014		November 13, 2012		June 30, 2014		November 13, 2012		June 30, 2014		November 13, 2012			June 30, 2014
ASSETS
Current Assets:
Cash and cash equivalents	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-		$	-
Voyage receivables		-		-		-		-		-		-		-		-		-			-
Other receivables, including income taxes recoverable		211		-		119		35		30		50		-		-		211			-
Inventory		-		-		-		-		-		-		-		-		-			-
Prepaid expenses and other current assets		-		-		357		689		448		806		-		-		-			-
Total Current Assets		211		-		476		724		477		857		-		-		211			-
Vessels and other property, less accumulated depreciation		-		-		51		17		244		0		-		-		-			-
Deferred drydock expenditures, net		-		-		209		1,567		891		1,870		-		-		-			-
Total Vessels, Deferred Drydock and Other Property		-		-		260		1,584		1,134		1,870		-		-		-			-
Investments in Affiliated Companies		-		-		-		-		-		-		-		-		-			-
Intangible Assets, less accumulated amortization		-		-		-		-		-		-		-		-		-			-
Goodwill		-		-		-		-		-		-		-		-		-			-
Investments in subsidiaries		-		-		-		-		-		-		-		-		-			-
Intercompany loans receivable and accrued interest		-		-		-		-		-		-		-		-		-			-
Pre-petition intercompany receivables from debtors		3,717		3,717		35,303		35,303		39,256		39,256		383		383		596			596
Pre-petition Intercompany receivables from non-debtors		-		-		6,190		6,190		-		-		-		-		2			2
Post-petition intercompany receivables from non-debtors		-		-		-		-		-		-		-		-		-			-
Post-petition Intercompany receivables from debtors		-		195		-		288		-		905		-		-		-			273
Other Assets		-		-		1,189		909		1,246		929		-		-		66			1
Total Assets	$	3,928	$	3,912	$	43,418	$	44,998	$	42,113	$	43,816	$	383	$	383	$	875		$	872

LIABILITIES AND (DEFICIT)/EQUITY
Current Liabilities Not Subject to Compromise:
Accounts payable, accrued expenses and other current liabilities		11		7		1,043		364		1,239		2,425		-		-		-			5
Total Current Liabilities Not Subject to Compromise		11		7		1,043		364		1,239		2,425		-		-		-			5

Noncurrent Liabilities Not Subject to Compromise:
Intercompany loans payable and accrued interest		-		-		-		-		-		-		-		-		-			-
Post-petition intercompany payables to non-debtors		-		-		-		-		-		-		-		-		-			-
Post-petition intercompany payables to other debtors		-		-		-		-		-		-		-		-		-			-
Deferred Gain/(loss) on Sale and Leaseback of Vessels		-		-		-		-		-		-		-		-		-			-
Deferred Income Taxes and Other Liabilities		-		-		4,570		6,290		-		-		-		-		-			-
Total Liabilities Not Subject to Compromise		11		7		5,613		6,654		1,239		2,425		-		-		-			5

Liabilities Subject to Compromise:
Pre-petition intercompany loans payable and accrued interest		-		-		-		-		-		-		-		-		-			-
Pre-petition intercompany payables to non-debtors		28		28		95		95		91		91		-		-		-			-
Pre-petition intercompany payables to other debtors		459		459		36,723		36,723		35,177		35,177		378		378		940			940
Other liabilities		-		-		-		-		-		-		-		-		-			-
Total Liabilities Subject to Compromise		488		488		36,818		36,818		35,268		35,268		378		378		940			940

Total Liabilities		498		495		42,430		43,472		36,507		37,693		378		378		940			945
(Deficit)/Equity:
Total Equity/(Deficit)		3,430		3,418		987		1,526		5,606		6,123		4		4		(65	)		(73	)
Total Liabilities and (Deficit)/Equity	$	3,928	$	3,912	$	43,418	$	44,998	$	42,113	$	43,816	$	383	$	383	$	875		$	872

Preliminary and Unaudited

See Notes to Unaudited Condensed Consolidating Statements of Operations and Balance Sheets

Page 164 of 174

Appendix C

Overseas Shipholding Group, Inc.

Unaudited Condensed Consolidating Balance Sheets

As of November 13, 2012 and June 30, 2014

	Overseas Puget Sound LLC				Overseas Sea Swift Corporation				Overseas Shipping (GR) Ltd.				Overseas ST Holding LLC				Overseas Tampa LLC
(000's)	November 13, 2012		June 30, 2014		November 13, 2012		June 30, 2014		November 13, 2012		June 30, 2014		November 13, 2012		June 30, 2014		November 13, 2012		June 30, 2014
ASSETS
Current Assets:
Cash and cash equivalents	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-
Voyage receivables		-		-		-		-		-		-		211		-		10		-
Other receivables, including income taxes recoverable		222		-		-		-		-		-		188		124		51		131
Inventory		-		-		-		-		-		-		-		-		-		683
Prepaid expenses and other current assets		-		-		-		-		7		-		36		90		443		810
Total Current Assets		222		-		-		-		7		-		436		213		504		1,624
Vessels and other property, less accumulated depreciation		-		-		-		-		-		-		244,259		227,189		219		176
Deferred drydock expenditures, net		-		-		-		-		-		-		235		491		-		296
Total Vessels, Deferred Drydock and Other Property		-		-		-		-		-		-		244,494		227,680		219		472
Investments in Affiliated Companies		-		-		-		-		-		-		-		-		-		-
Intangible Assets, less accumulated amortization		-		-		-		-		-		-		-		-		-		-
Goodwill		-		-		-		-		-		-		-		-		-		-
Investments in subsidiaries		-		-		-		-		432,794		471,451		-		-		-		-
Intercompany loans receivable and accrued interest		-		-		-		-		-		-		-		-		-		-
Pre-petition intercompany receivables from debtors		10,663		10,663		9		9		370,028		370,028		96,424		96,424		4,190		4,190
Pre-petition Intercompany receivables from non-debtors		-		-		-		-		314,966		314,966		6		6		5		5
Post-petition intercompany receivables from non-debtors		-		-		-		-		-		-		-		-		-		-
Post-petition Intercompany receivables from debtors		-		194		-		-		-		-		-		62,433		-		-
Other Assets		-		-		-		-		-		-		88		89		3,469		12,228
Total Assets	$	10,885	$	10,857	$	9	$	9	$	1,117,796	$	1,156,444	$	341,448	$	386,846	$	8,387	$	18,518

LIABILITIES AND (DEFICIT)/EQUITY
Current Liabilities Not Subject to Compromise:
Accounts payable, accrued expenses and other current liabilities		18		7		-		-		5		-		3,003		5,145		1,186		276
Total Current Liabilities Not Subject to Compromise		18		7		-		-		5		-		3,003		5,145		1,186		276

Noncurrent Liabilities Not Subject to Compromise:
Intercompany loans payable and accrued interest		-		-		-		-		-		-		-		-		-		-
Post-petition intercompany payables to non-debtors		-		-		-		-		-		-		-		-		-		-
Post-petition intercompany payables to other debtors		-		-		-		-		-		-		-		-		-		4,261
Deferred Gain/(loss) on Sale and Leaseback of Vessels		-		-		-		-		-		-		-		-		-		-
Deferred Income Taxes and Other Liabilities		-		-		-		-		-		-		-		-		-		-
Total Liabilities Not Subject to Compromise		18		7		-		-		5		-		3,003		5,145		1,186		4,536

Liabilities Subject to Compromise:
Pre-petition intercompany loans payable and accrued interest		-		-		-		-		-		-		-		-		-		-
Pre-petition intercompany payables to non-debtors		31		31		-		-		5,976		5,975		110		110		-		-
Pre-petition intercompany payables to other debtors		6,220		6,220		7		7		45		45		158,460		158,460		6,866		6,866
Other liabilities		-		-		-		-		-		-		-		-		-		-
Total Liabilities Subject to Compromise		6,251		6,251		7		7		6,021		6,021		158,570		158,570		6,866		6,866

Total Liabilities		6,269		6,257		7		7		6,025		6,021		161,573		163,715		8,052		11,403
(Deficit)/Equity:
Total Equity/(Deficit)		4,616		4,600		2		2		1,111,770		1,150,424		179,876		223,131		334		7,116
Total Liabilities and (Deficit)/Equity	$	10,885	$	10,857	$	9	$	9	$	1,117,796	$	1,156,444	$	341,448	$	386,846	$	8,387	$	18,518

Preliminary and Unaudited

See Notes to Unaudited Condensed Consolidating Statements of Operations and Balance Sheets

Page 165 of 174

Appendix C

Overseas Shipholding Group, Inc.

Unaudited Condensed Consolidating Balance Sheets

As of November 13, 2012 and June 30, 2014

	Overseas Texas City LLC					Pearlmar Limited				Petromar Limited					Pisces Tanker Corporation						Polaris Tanker Corporation
(000's)	November 13, 2012			June 30, 2014		November 13, 2012		June 30, 2014		November 13, 2012			June 30, 2014		November 13, 2012			June 30, 2014			November 13, 2012			June 30, 2014
ASSETS
Current Assets:
Cash and cash equivalents	$	-		$	-	$	-	$	-	$	-		$	-	$	-		$	-		$	-		$	-
Voyage receivables		-			-		2,457		3,169		1,407			524		1,982			-			1,168			13
Other receivables, including income taxes recoverable		(30	)		20		21		19		10			538		-			-			(5	)		-
Inventory		-			-		-		-		421			-		248			-			359			-
Prepaid expenses and other current assets		358			693		29		76		27			77		282			-			282			-
Total Current Assets		328			714		2,507		3,264		1,865			1,139		2,512			-			1,804			13
Vessels and other property, less accumulated depreciation		9			5		35,337		14,685		24,544			8,773		-			-			-			-
Deferred drydock expenditures, net		309			1,946		1,450		854		1,497			963		-			-			-			-
Total Vessels, Deferred Drydock and Other Property		318			1,951		36,787		15,539		26,041			9,736		-			-			-			-
Investments in Affiliated Companies		-			-		440		440		-			-		-			-			-			-
Intangible Assets, less accumulated amortization		-			-		-		-		-			-		-			-			-			-
Goodwill		-			-		-		-		-			-		-			-			-			-
Investments in subsidiaries		-			-		-		-		-			-		-			-			-			-
Intercompany loans receivable and accrued interest		-			-		-		-		-			-		-			-			-			-
Pre-petition intercompany receivables from debtors		41,721			41,721		32,776		32,776		13,809			13,809		20,752			20,752			21,287			21,287
Pre-petition Intercompany receivables from non-debtors		-			-		5,550		5,550		-			-		-			-			-			-
Post-petition intercompany receivables from non-debtors		-			-		-		-		-			-		-			-			-			-
Post-petition Intercompany receivables from debtors		-			9,289		-		5,962		-			2,525		-			1,611			-			792
Other Assets		1,584			1,220		-		47		(40	)		23		(1	)		-			(3	)		-
Total Assets	$	43,952		$	54,895	$	78,059	$	63,578	$	41,675		$	27,232	$	23,264		$	22,363		$	23,088		$	22,091

LIABILITIES AND (DEFICIT)/EQUITY
Current Liabilities Not Subject to Compromise:
Accounts payable, accrued expenses and other current liabilities		1,050			437		373		450		67			843		84			0			438			0
Total Current Liabilities Not Subject to Compromise		1,050			437		373		450		67			843		84			0			438			0

Noncurrent Liabilities Not Subject to Compromise:
Intercompany loans payable and accrued interest		-			-		-		-		-			-		-			-			-			-
Post-petition intercompany payables to non-debtors		-			-		-		-		-			-		-			-			-			-
Post-petition intercompany payables to other debtors		-			-		-		-		-			-		-			-			-			-
Deferred Gain/(loss) on Sale and Leaseback of Vessels		-			-		-		-		-			-		-			-			-			-
Deferred Income Taxes and Other Liabilities		4,079			5,896		-		-		-			-		-			-			-			-
Total Liabilities Not Subject to Compromise		5,129			6,333		373		450		67			843		84			0			438			0

Liabilities Subject to Compromise:
Pre-petition intercompany loans payable and accrued interest		-			-		-		-		-			-		-			-			-			-
Pre-petition intercompany payables to non-debtors		98			98		6,226		6,226		14,353			14,353		24,007			24,007			24,709			24,709
Pre-petition intercompany payables to other debtors		29,053			29,053		31,100		31,100		166			166		162			162			741			741
Other liabilities		-			-		-		-		-			-		-			6,218			-			5,949
Total Liabilities Subject to Compromise		29,152			29,152		37,326		37,326		14,519			14,519		24,168			30,387			25,450			31,399

Total Liabilities		34,280			35,485		37,700		37,777		14,586			15,362		24,252			30,387			25,888			31,399
(Deficit)/Equity:
Total Equity/(Deficit)		9,671			19,410		40,360		25,801		27,089			11,871		(989	)		(8,024	)		(2,800	)		(9,308	)
Total Liabilities and (Deficit)/Equity	$	43,952		$	54,895	$	78,059	$	63,578	$	41,675		$	27,232	$	23,264		$	22,363		$	23,088		$	22,091

Preliminary and Unaudited

See Notes to Unaudited Condensed Consolidating Statements of Operations and Balance Sheets

Page 166 of 174

Appendix C

Overseas Shipholding Group, Inc.

Unaudited Condensed Consolidating Balance Sheets

As of November 13, 2012 and June 30, 2014

	Queens Product Tanker Corporation						Reymar Limited					Rich Tanker Corporation						Rimar Chartering Corporation						Rosalyn Tanker Corporation
(000's)	November 13, 2012			June 30, 2014			November 13, 2012			June 30, 2014		November 13, 2012			June 30, 2014			November 13, 2012			June 30, 2014			November 13, 2012			June 30, 2014
ASSETS
Current Assets:
Cash and cash equivalents	$	-		$	-		$	-		$	-	$	-		$	-		$	-		$	-		$	-		$	-
Voyage receivables		418			-			2,373			979		2,779			2,017			598			-			3,110			3,577
Other receivables, including income taxes recoverable		11			-			(7	)		35		9			717			53			-			21			2
Inventory		658			-			-			-		-			-			192			-			-			-
Prepaid expenses and other current assets		34			-			29			89		243			197			303			-			75			204
Total Current Assets		1,122			-			2,395			1,103		3,031			2,931			1,147			-			3,206			3,783
Vessels and other property, less accumulated depreciation		-			-			37,449			18,911		-			-			269			-			51,807			49,215
Deferred drydock expenditures, net		-			-			331			1,982		-			-			387			-			73			1,752
Total Vessels, Deferred Drydock and Other Property		-			-			37,780			20,893		-			-			656			-			51,879			50,967
Investments in Affiliated Companies		-			-			414			-		-			600			-			-			-			-
Intangible Assets, less accumulated amortization		-			-			-			-		-			-			-			-			-			-
Goodwill		-			-			-			-		-			-			-			-			-			-
Investments in subsidiaries		-			-			-			-		-			-			-			-			-			-
Intercompany loans receivable and accrued interest		-			-			-			-		-			-			-			-			-			-
Pre-petition intercompany receivables from debtors		4,141			4,141			26,868			26,868		15,814			15,814			52,488			52,488			10,179			10,179
Pre-petition Intercompany receivables from non-debtors		47,372			47,372			11,856			11,856		-			-			-			-			-			-
Post-petition intercompany receivables from non-debtors		-			-			-			-		-			-			-			-			-			-
Post-petition Intercompany receivables from debtors		-			629			-			3,124		-			-			-			-			-			1,542
Other Assets		3			-			(33	)		33		-			-			(96	)		-			(23	)		(22	)
Total Assets	$	52,639		$	52,143		$	79,279		$	63,877	$	18,845		$	19,345		$	54,195		$	52,488		$	65,241		$	66,449

LIABILITIES AND (DEFICIT)/EQUITY
Current Liabilities Not Subject to Compromise:
Accounts payable, accrued expenses and other current liabilities		431			-			59			236		367			861			350			1			301			149
Total Current Liabilities Not Subject to Compromise		431			-			59			236		367			861			350			1			301			149

Noncurrent Liabilities Not Subject to Compromise:
Intercompany loans payable and accrued interest		-			-			-			-		-			-			-			-			-			-
Post-petition intercompany payables to non-debtors		-			-			-			-		-			-			-			-			-			271
Post-petition intercompany payables to other debtors		-			-			-			-		-			1,049			-			1,576			-			-
Deferred Gain/(loss) on Sale and Leaseback of Vessels		-			-			-			-		-			-			4,284			-			-			-
Deferred Income Taxes and Other Liabilities		-			-			-			-		511			-			-			-			-			-
Total Liabilities Not Subject to Compromise		431			-			59			236		878			1,910			4,633			1,577			301			420

Liabilities Subject to Compromise:
Pre-petition intercompany loans payable and accrued interest		-			-			-			-		-			-			-			-			-			-
Pre-petition intercompany payables to non-debtors		23,799			23,799			2,567			2,567		19,532			19,532			27,292			27,292			6,406			6,406
Pre-petition intercompany payables to other debtors		47,711			47,711			30,609			30,609		11			11			30,274			30,274			1			1
Other liabilities		-			-			-			-		-			3,172			-			11,198			-			-
Total Liabilities Subject to Compromise		71,510			71,510			33,177			33,177		19,542			22,715			57,566			68,764			6,407			6,407

Total Liabilities		71,941			71,510			33,236			33,413		20,420			24,624			62,199			70,341			6,707			6,827
(Deficit)/Equity:
Total Equity/(Deficit)		(19,302	)		(19,367	)		46,044			30,464		(1,576	)		(5,280	)		(8,004	)		(17,853	)		58,534			59,621
Total Liabilities and (Deficit)/Equity	$	52,639		$	52,143		$	79,279		$	63,877	$	18,845		$	19,345		$	54,195		$	52,488		$	65,241		$	66,449

Preliminary and Unaudited

See Notes to Unaudited Condensed Consolidating Statements of Operations and Balance Sheets

Page 167 of 174

Appendix C

Overseas Shipholding Group, Inc.

Unaudited Condensed Consolidating Balance Sheets

As of November 13, 2012 and June 30, 2014

	Rosemar Limited					Rubymar Limited					Sakura Transport Corp.						Samar Product Tanker Corporation						Santorini Tanker LLC
(000's)	November 13, 2012			June 30, 2014		November 13, 2012		June 30, 2014			November 13, 2012			June 30, 2014			November 13, 2012			June 30, 2014			November 13, 2012		June 30, 2014
ASSETS
Current Assets:
Cash and cash equivalents	$	-		$	-	$	-	$	-		$	-		$	-		$	-		$	-		$	-	$	-
Voyage receivables		24			-		66		240			2,925			3,476			226			-			364		2,839
Other receivables, including income taxes recoverable		11			44		445		-			61			33			33			59			-		351
Inventory		-			-		-		-			-			-			-			-			486		635
Prepaid expenses and other current assets		34			97		2		4			94			260			30			102			119		26
Total Current Assets		69			141		513		244			3,080			3,769			289			162			969		3,852
Vessels and other property, less accumulated depreciation		35,909			14,657		34,354		14,674			47,915			43,379			55,715			33,133			47,696		44,552
Deferred drydock expenditures, net		1,270			962		1,392		908			1,970			1,158			-			105			-		29
Total Vessels, Deferred Drydock and Other Property		37,179			15,619		35,746		15,582			49,885			44,537			55,715			33,238			47,696		44,581
Investments in Affiliated Companies		-			-		-		-			-			-			-			-			-		-
Intangible Assets, less accumulated amortization		-			-		-		-			-			-			-			-			-		-
Goodwill		-			-		-		-			-			-			-			-			-		-
Investments in subsidiaries		-			-		-		-			-			-			-			-			-		-
Intercompany loans receivable and accrued interest		-			-		-		-			-			-			-			-			-		-
Pre-petition intercompany receivables from debtors		25,954			25,954		39,950		39,950			9,838			9,838			1,349			1,349			47,700		47,700
Pre-petition Intercompany receivables from non-debtors		-			-		18		18			0			0			-			-			-		-
Post-petition intercompany receivables from non-debtors		-			-		-		-			-			-			-			-			-		-
Post-petition Intercompany receivables from debtors		-			1,786		-		4,469			-			2,042			-			3,921			-		8,095
Other Assets		(38	)		6		-		-			(33	)		(12	)		(3	)		-			-		(1	)
Total Assets	$	63,163		$	43,506	$	76,226	$	60,262		$	62,770		$	60,174		$	57,350		$	38,670		$	96,365	$	104,227

LIABILITIES AND (DEFICIT)/EQUITY
Current Liabilities Not Subject to Compromise:
Accounts payable, accrued expenses and other current liabilities		247			543		652		(3	)		260			101			438			498			30		1,604
Total Current Liabilities Not Subject to Compromise		247			543		652		(3	)		260			101			438			498			30		1,604

Noncurrent Liabilities Not Subject to Compromise:
Intercompany loans payable and accrued interest		-			-		-		-			-			-			-			122			-		-
Post-petition intercompany payables to non-debtors		-			-		-		-			-			-			-			588			-		-
Post-petition intercompany payables to other debtors		-			-		-		-			-			-			-			-			-		-
Deferred Gain/(loss) on Sale and Leaseback of Vessels		-			-		-		-			-			-			-			-			-		-
Deferred Income Taxes and Other Liabilities		-			-		-		-			-			-			-			-			-		-
Total Liabilities Not Subject to Compromise		247			543		652		(3	)		260			101			438			1,208			30		1,604

Liabilities Subject to Compromise:
Pre-petition intercompany loans payable and accrued interest		-			-		-		-			-			-			-			-			-		-
Pre-petition intercompany payables to non-debtors		6,632			6,632		4,148		4,148			8,952			8,952			15,238			15,238			1		1
Pre-petition intercompany payables to other debtors		18,287			18,287		26,155		26,155			-			-			284			284			74,363		74,363
Other liabilities		-			-		-		-			-			-			41,435			42,414			-		-
Total Liabilities Subject to Compromise		24,919			24,919		30,303		30,303			8,952			8,952			56,956			57,936			74,364		74,364

Total Liabilities		25,166			25,462		30,955		30,300			9,212			9,053			57,394			59,144			74,394		75,969
(Deficit)/Equity:
Total Equity/(Deficit)		37,996			18,043		45,271		29,961			53,559			51,121			(44	)		(20,475	)		21,971		28,258
Total Liabilities and (Deficit)/Equity	$	63,163		$	43,506	$	76,226	$	60,262		$	62,770		$	60,174		$	57,350		$	38,670		$	96,365	$	104,227

Preliminary and Unaudited

See Notes to Unaudited Condensed Consolidating Statements of Operations and Balance Sheets

Page 168 of 174

Appendix C

Overseas Shipholding Group, Inc.

Unaudited Condensed Consolidating Balance Sheets

As of November 13, 2012 and June 30, 2014

	Serifos Tanker Corporation						Seventh Aframax Tanker Corporation				Shirley Tanker SRL						Sifnos Tanker Corporation						Silvermar Limited
(000's)	November 13, 2012			June 30, 2014			November 13, 2012		June 30, 2014		November 13, 2012			June 30, 2014			November 13, 2012			June 30, 2014			November 13, 2012			June 30, 2014
ASSETS
Current Assets:
Cash and cash equivalents	$	-		$	-		$	-	$	-	$	10		$	0		$	-		$	-		$	-		$	-
Voyage receivables		1,537			468			1,417		2,132		1,727			434			1,549			1,926			2,047			3,099
Other receivables, including income taxes recoverable		(4	)		10			16		73		10			(4	)		3			55			(16	)		31
Inventory		-			116			-		1,324		-			1,308			-			845			-			-
Prepaid expenses and other current assets		240			259			47		140		23			106			240			276			29			86
Total Current Assets		1,773			853			1,480		3,670		1,770			1,845			1,792			3,101			2,061			3,216
Vessels and other property, less accumulated depreciation		935			647			22,496		20,526		42,556			37,287			1,040			736			34,297			14,195
Deferred drydock expenditures, net		4			108			1,887		1,111		1,389			775			(0	)		820			1,564			1,340
Total Vessels, Deferred Drydock and Other Property		938			755			24,384		21,637		43,945			38,062			1,040			1,557			35,861			15,535
Investments in Affiliated Companies		-			-			-		-		-			-			-			-			703			703
Intangible Assets, less accumulated amortization		-			-			-		-		-			-			-			-			-			-
Goodwill		-			-			-		-		-			-			-			-			-			-
Investments in subsidiaries		-			-			-		-		875			875			-			-			-			-
Intercompany loans receivable and accrued interest		-			-			-		-		-			-			-			-			-			-
Pre-petition intercompany receivables from debtors		5,941			5,941			9,979		9,979		10,555			10,555			5,840			5,840			17,433			17,433
Pre-petition Intercompany receivables from non-debtors		0			0			1		1		-			-			-			-			0			0
Post-petition intercompany receivables from non-debtors		-			-			-		-		-			-			-			-			-			-
Post-petition Intercompany receivables from debtors		-			831			-		1,298		-			1,036			-			-			-			5,647
Other Assets		10			(5	)		66		311		(37	)		(104	)		15			2			(12	)		(13	)
Total Assets	$	8,663		$	8,376		$	35,909	$	36,895	$	57,109		$	52,270		$	8,687		$	10,500		$	56,046		$	42,523

LIABILITIES AND (DEFICIT)/EQUITY
Current Liabilities Not Subject to Compromise:
Accounts payable, accrued expenses and other current liabilities		45			682			220		728		1,282			381			44			625			57			112
Total Current Liabilities Not Subject to Compromise		45			682			220		728		1,282			381			44			625			57			112

Noncurrent Liabilities Not Subject to Compromise:
Intercompany loans payable and accrued interest		-			-			-		-		-			-			-			-			-			-
Post-petition intercompany payables to non-debtors		-			-			-		-		-			1,691			-			0			-			-
Post-petition intercompany payables to other debtors		-			-			-		-		-			-			-			2,212			-			-
Deferred Gain/(loss) on Sale and Leaseback of Vessels		-			-			-		-		-			-			-			-			-			-
Deferred Income Taxes and Other Liabilities		-			-			-		-		-			-			-			-			-			-
Total Liabilities Not Subject to Compromise		45			682			220		728		1,282			2,073			44			2,837			57			112

Liabilities Subject to Compromise:
Pre-petition intercompany loans payable and accrued interest		-			-			-		-		6,111			6,111			-			-			-			-
Pre-petition intercompany payables to non-debtors		11,875			11,875			34,974		34,973		19,866			19,877			12,130			12,130			5,014			5,014
Pre-petition intercompany payables to other debtors		8			8			16		16		38			38			0			0			9,736			9,736
Other liabilities		-			15,385			-		0		36,851			37,614			-			14,052			-			-
Total Liabilities Subject to Compromise		11,884			27,269			34,990		34,989		62,866			63,640			12,130			26,182			14,750			14,750

Total Liabilities		11,929			27,950			35,210		35,716		64,147			65,712			12,174			29,019			14,807			14,862
(Deficit)/Equity:
Total Equity/(Deficit)		(3,266	)		(19,574	)		699		1,178		(7,038	)		(13,443	)		(3,487	)		(18,518	)		41,238			27,660
Total Liabilities and (Deficit)/Equity	$	8,663		$	8,376		$	35,909	$	36,895	$	57,109		$	52,270		$	8,687		$	10,500		$	56,046		$	42,523

Preliminary and Unaudited

See Notes to Unaudited Condensed Consolidating Statements of Operations and Balance Sheets

Page 169 of 174

Appendix C

Overseas Shipholding Group, Inc.

Unaudited Condensed Consolidating Balance Sheets

As of November 13, 2012 and June 30, 2014

	Sixth Aframax Tanker Corporation					Skopelos Product Tanker Corporation					Star Chartering Corporation					Suezmax International Agencies, Inc.						Talara Chartering Corporation
(000's)	November 13, 2012		June 30, 2014			November 13, 2012			June 30, 2014		November 13, 2012		June 30, 2014			November 13, 2012			June 30, 2014			November 13, 2012			June 30, 2014
ASSETS
Current Assets:
Cash and cash equivalents	$	-	$	-		$	-		$	-	$	-	$	-		$	-		$	-		$	-		$	-
Voyage receivables		459		1,457			1,715			585		19		-			14,133			182			1,692			-
Other receivables, including income taxes recoverable		6		241			33			518		-		-			522			63			26			-
Inventory		-		(0	)		598			-		-		-			-			-			-			-
Prepaid expenses and other current assets		41		120			220			82		241		475			1,416			-			639			-
Total Current Assets		506		1,818			2,565			1,185		260		475			16,071			245			2,357			-
Vessels and other property, less accumulated depreciation		21,356		19,423			32,130			30,009		-		-			-			-			1,068			-
Deferred drydock expenditures, net		1,279		700			(2	)		9		-		-			-			-			-			-
Total Vessels, Deferred Drydock and Other Property		22,635		20,124			32,128			30,018		-		-			-			-			1,068			-
Investments in Affiliated Companies		-		1,000			-			600		-		-			2,864			-			542			-
Intangible Assets, less accumulated amortization		-		-			-			-		-		-			-			-			-			-
Goodwill		-		-			-			-		-		-			-			-			-			-
Investments in subsidiaries		-		-			-			-		-		-			-			-			-			-
Intercompany loans receivable and accrued interest		-		-			-			-		-		-			-			-			-			-
Pre-petition intercompany receivables from debtors		8,513		8,105			19,977			19,977		8,855		8,855			35,592			35,592			11,095			11,095
Pre-petition Intercompany receivables from non-debtors		-		-			2			2		-		-			486			486			-			-
Post-petition intercompany receivables from non-debtors		-		-			-			-		-		-			-			-			-			-
Post-petition Intercompany receivables from debtors		-		1,418			-			4,438		-		-			-			13,148			-			2,572
Other Assets		37		126			-			181		-		-			-			-			(20	)		-
Total Assets	$	31,690	$	32,592		$	54,673		$	56,401	$	9,116	$	9,330		$	55,012		$	49,471		$	15,042		$	13,667

LIABILITIES AND (DEFICIT)/EQUITY
Current Liabilities Not Subject to Compromise:
Accounts payable, accrued expenses and other current liabilities		743		848			148			1,128		240		-			616			94			53			-
Total Current Liabilities Not Subject to Compromise		743		848			148			1,128		240		-			616			94			53			-

Noncurrent Liabilities Not Subject to Compromise:
Intercompany loans payable and accrued interest		-		-			-			-		-		-			-			-			-			-
Post-petition intercompany payables to non-debtors		-		-			-			-		-		-			-			-			-			-
Post-petition intercompany payables to other debtors		-		-			-			-		-		513			-			945			-			-
Deferred Gain/(loss) on Sale and Leaseback of Vessels		-		-			-			-		-		-			-			-			633			-
Deferred Income Taxes and Other Liabilities		-		-			-			-		-		-			563			-			-			-
Total Liabilities Not Subject to Compromise		743		848			148			1,128		240		513			1,179			1,039			686			-

Liabilities Subject to Compromise:
Pre-petition intercompany loans payable and accrued interest		-		-			-			-		-		-			978			-			-			-
Pre-petition intercompany payables to non-debtors		5,769		5,769			17,088			17,088		8,852		8,852			54,430			54,430			21,873			21,873
Pre-petition intercompany payables to other debtors		80		80			7			7		-		-			2,592			2,592			1			1
Other liabilities		-		-			-			-		-		-			-			-			-			37,311
Total Liabilities Subject to Compromise		5,849		5,849			17,095			17,095		8,852		8,852			58,000			57,022			21,874			59,185

Total Liabilities		6,592		6,697			17,243			18,223		9,091		9,365			59,179			58,061			22,560			59,185
(Deficit)/Equity:
Total Equity/(Deficit)		25,098		25,894			37,429			38,178		24		(35	)		(4,167	)		(8,591	)		(7,518	)		(45,518	)
Total Liabilities and (Deficit)/Equity	$	31,690	$	32,592		$	54,673		$	56,401	$	9,116	$	9,330		$	55,012		$	49,471		$	15,042		$	13,667

Preliminary and Unaudited

See Notes to Unaudited Condensed Consolidating Statements of Operations and Balance Sheets

Page 170 of 174

Appendix C

Overseas Shipholding Group, Inc.

Unaudited Condensed Consolidating Balance Sheets

As of November 13, 2012 and June 30, 2014

	Third United Shipping Corporation				Tokyo Transport Corp.					Transbulk Carriers, Inc.					Troy Chartering Corporation						Troy Product Corporation
(000's)	November 13, 2012		June 30, 2014		November 13, 2012			June 30, 2014		November 13, 2012		June 30, 2014			November 13, 2012			June 30, 2014			November 13, 2012		June 30, 2014
ASSETS
Current Assets:
Cash and cash equivalents	$	-	$	-	$	-		$	-	$	-	$	-		$	-		$	-		$	-	$	-
Voyage receivables		-		-		3,339			3,303		-		-			173			-			-		-
Other receivables, including income taxes recoverable		-		-		18			105		-		-			13			-			-		-
Inventory		-		-		-			-		-		-			-			-			-		-
Prepaid expenses and other current assets		-		-		92			263		-		-			344			-			-		-
Total Current Assets		-		-		3,449			3,671		-		-			531			-			-		-
Vessels and other property, less accumulated depreciation		-		-		50,753			46,284		-		-			1,101			-			-		-
Deferred drydock expenditures, net		-		-		1,950			1,180		-		-			-			-			-		-
Total Vessels, Deferred Drydock and Other Property		-		-		52,703			47,464		-		-			1,101			-			-		-
Investments in Affiliated Companies		-		-		-			-		-		-			-			-			-		-
Intangible Assets, less accumulated amortization		-		-		-			-		-		-			-			-			-		-
Goodwill		-		-		-			-		-		-			-			-			-		-
Investments in subsidiaries		105,125		105,125		-			-		-		-			-			-			-		-
Intercompany loans receivable and accrued interest		-		-		-			-		-		-			-			-			-		-
Pre-petition intercompany receivables from debtors		-		-		10,324			10,324		295		295			30,356			30,356			58,765		58,765
Pre-petition Intercompany receivables from non-debtors		-		-		-			-		-		-			-			-			-		-
Post-petition intercompany receivables from non-debtors		-		-		-			-		-		-			-			-			-		-
Post-petition Intercompany receivables from debtors		-		-		-			7,293		-		0			-			-			-		-
Other Assets		-		-		(6	)		-		-		-			(35	)		-			-		-
Total Assets	$	105,125	$	105,125	$	66,470		$	68,753	$	295	$	296		$	31,953		$	30,356		$	58,765	$	58,765

LIABILITIES AND (DEFICIT)/EQUITY
Current Liabilities Not Subject to Compromise:
Accounts payable, accrued expenses and other current liabilities		-		-		326			176		-		(6	)		68			-			-		-
Total Current Liabilities Not Subject to Compromise		-		-		326			176		-		(6	)		68			-			-		-

Noncurrent Liabilities Not Subject to Compromise:
Intercompany loans payable and accrued interest		-		-		-			-		-		-			-			-			-		-
Post-petition intercompany payables to non-debtors		-		-		-			-		-		-			-			-			-		-
Post-petition intercompany payables to other debtors		-		-		-			-		-		-			-			634			-		-
Deferred Gain/(loss) on Sale and Leaseback of Vessels		-		-		-			-		-		-			708			-			-		-
Deferred Income Taxes and Other Liabilities		-		-		-			-		-		-			-			-			-		-
Total Liabilities Not Subject to Compromise		-		-		326			176		-		(6	)		776			634			-		-

Liabilities Subject to Compromise:
Pre-petition intercompany loans payable and accrued interest		-		-		-			-		-		-			-			-			-		-
Pre-petition intercompany payables to non-debtors		-		-		8,479			8,479		-		-			42,724			42,724			58,345		58,345
Pre-petition intercompany payables to other debtors		-		-		16			16		211		211			4,372			4,372			-		-
Other liabilities		-		-		-			-		-		-			-			38,508			-		-
Total Liabilities Subject to Compromise		-		-		8,494			8,495		211		211			47,096			85,603			58,345		58,345

Total Liabilities		-		-		8,821			8,671		211		204			47,872			86,237			58,345		58,345
(Deficit)/Equity:
Total Equity/(Deficit)		105,125		105,125		57,649			60,082		85		91			(15,919	)		(55,881	)		420		420
Total Liabilities and (Deficit)/Equity	$	105,125	$	105,125	$	66,470		$	68,753	$	295	$	296		$	31,953		$	30,356		$	58,765	$	58,765

Preliminary and Unaudited

See Notes to Unaudited Condensed Consolidating Statements of Operations and Balance Sheets

Page 171 of 174

Appendix C

Overseas Shipholding Group, Inc.

Unaudited Condensed Consolidating Balance Sheets

As of November 13, 2012 and June 30, 2014

	Urban Tanker Corporation						Vega Tanker Corporation				View Tanker Corporation						Vivian Tankships Corporation				Vulpecula Chartering Corporation
(000's)	November 13, 2012			June 30, 2014			November 13, 2012		June 30, 2014		November 13, 2012			June 30, 2014			November 13, 2012		June 30, 2014		November 13, 2012			June 30, 2014
ASSETS
Current Assets:
Cash and cash equivalents	$	-		$	-		$	-	$	-	$	-		$	-		$	-	$	-	$	-		$	-
Voyage receivables		1,574			1,704			-		-		2,869			1,580			-		-		753			-
Other receivables, including income taxes recoverable		-			-			13		-		-			503			-		-		2			-
Inventory		-			-			-		-		-			-			-		-		169			-
Prepaid expenses and other current assets		243			230			-		-		186			366			-		-		272			-
Total Current Assets		1,817			1,934			13		-		3,055			2,448			-		-		1,196			-
Vessels and other property, less accumulated depreciation		-			-			-		-		-			-			-		-		-			-
Deferred drydock expenditures, net		-			-			-		-		-			-			-		-		-			-
Total Vessels, Deferred Drydock and Other Property		-			-			-		-		-			-			-		-		-			-
Investments in Affiliated Companies		300			300			-		-		-			300			-		-		-			-
Intangible Assets, less accumulated amortization		-			-			-		-		-			-			-		-		-			-
Goodwill		-			-			-		-		-			-			-		-		-			-
Investments in subsidiaries		-			-			-		-		-			-			-		-		-			-
Intercompany loans receivable and accrued interest		-			-			-		-		-			-			-		-		-			-
Pre-petition intercompany receivables from debtors		19,341			19,341			5,080		5,080		7,323			7,323			21,117		21,117		24,373			24,373
Pre-petition Intercompany receivables from non-debtors		-			-			-		-		-			-			-		-		188			188
Post-petition intercompany receivables from non-debtors		-			-			-		-		-			-			-		-		-			-
Post-petition Intercompany receivables from debtors		-			-			-		-		-			515			-		-		-			622
Other Assets		(9	)		-			87		-		54			(13	)		-		-		-			-
Total Assets	$	21,448		$	21,575		$	5,179	$	5,080	$	10,432		$	10,573		$	21,117	$	21,117	$	25,757		$	25,182

LIABILITIES AND (DEFICIT)/EQUITY
Current Liabilities Not Subject to Compromise:
Accounts payable, accrued expenses and other current liabilities		27			0			20		-		764			244			-		-		549			-
Total Current Liabilities Not Subject to Compromise		27			0			20		-		764			244			-		-		549			-

Noncurrent Liabilities Not Subject to Compromise:
Intercompany loans payable and accrued interest		-			-			-		-		-			-			-		-		-			-
Post-petition intercompany payables to non-debtors		-			-			-		-		-			-			-		-		-			-
Post-petition intercompany payables to other debtors		-			72			-		-		-			-			-		-		-			-
Deferred Gain/(loss) on Sale and Leaseback of Vessels		-			-			-		-		-			-			-		-		-			-
Deferred Income Taxes and Other Liabilities		500			0			-		-		511			-			-		-		-			-
Total Liabilities Not Subject to Compromise		526			73			20		-		1,275			244			-		-		549			-

Liabilities Subject to Compromise:
Pre-petition intercompany loans payable and accrued interest		-			-			-		-		-			-			-		-		-			-
Pre-petition intercompany payables to non-debtors		23,602			23,602			9		9		11,439			11,439			-		-		24,937			24,937
Pre-petition intercompany payables to other debtors		3			3			2,127		2,127		1			1			14,490		14,490		681			681
Other liabilities		-			5,206			-		-		-			4,209			-		-		-			4,651
Total Liabilities Subject to Compromise		23,604			28,810			2,136		2,136		11,440			15,648			14,490		14,490		25,618			30,269

Total Liabilities		24,131			28,883			2,156		2,136		12,715			15,892			14,490		14,490		26,167			30,269
(Deficit)/Equity:
Total Equity/(Deficit)		(2,683	)		(7,308	)		3,023		2,944		(2,283	)		(5,319	)		6,627		6,627		(410	)		(5,087	)
Total Liabilities and (Deficit)/Equity	$	21,448		$	21,575		$	5,179	$	5,080	$	10,432		$	10,573		$	21,117	$	21,117	$	25,757		$	25,182

Preliminary and Unaudited

See Notes to Unaudited Condensed Consolidating Statements of Operations and Balance Sheets

Page 172 of 174

Appendix C

Overseas Shipholding Group, Inc.

Unaudited Condensed Consolidating Balance Sheets

As of November 13, 2012 and June 30, 2014

	Wind Aframax Tanker Corporation				Combined Debtors				Eliminations						Consolidated Debtors
(000's)	November 13, 2012		June 30, 2014		November 13, 2012		June 30, 2014		November 13, 2012			June 30, 2014			November 13, 2012		June 30, 2014
ASSETS
Current Assets:
Cash and cash equivalents	$	-	$	-	$	398,725	$	626,160	$	-		$	-		$	398,725	$	626,160
Voyage receivables		-		-		168,830		110,481		-			-			168,830		110,481
Other receivables, including income taxes recoverable		10		-		48,974		40,374		-			-			48,974		40,374
Inventory		-		-		14,150		27,018		-			-			14,150		27,018
Prepaid expenses and other current assets		-		-		46,596		31,500		-			-			46,596		31,500
Total Current Assets		10		-		677,274		835,532		-			-			677,274		835,533
Vessels and other property, less accumulated depreciation		-		-		3,147,915		2,314,395		1			(1,516	)		3,147,915		2,312,879
Deferred drydock expenditures, net		-		-		73,898		56,515		-			-			73,898		56,515
Total Vessels, Deferred Drydock and Other Property		-		-		3,221,813		2,370,911		1			(1,516	)		3,221,813		2,369,394
Investments in Affiliated Companies		-		-		247,664		336,841		-			-			247,664		336,841
Intangible Assets, less accumulated amortization		-		-		72,413		57,611		-			-			72,413		57,611
Goodwill		-		-		9,668		-		-			-			9,668		-
Investments in subsidiaries		-		-		5,432,119		5,470,783		(5,284,205	)		(5,322,862	)		147,914		147,921
Intercompany loans receivable and accrued interest		-		-		448,108		427,005		(359,840	)		(383,342	)		88,268		43,663
Pre-petition intercompany receivables from debtors		51		51		5,843,696		5,878,546		(5,843,696	)		(5,878,546	)		-		-
Pre-petition Intercompany receivables from non-debtors		-		-		2,233,518		2,244,406		-			-			2,233,518		2,244,406
Post-petition intercompany receivables from non-debtors		-		-		-		24,967		-			-			-		24,967
Post-petition Intercompany receivables from debtors		-		-		-		842,901		-			(842,901	)		-		-
Other Assets		-		-		16,704		43,680		30			2,029			16,734		45,709
Total Assets	$	61	$	51	$	18,202,977	$	18,533,182	$	(11,487,710	)	$	(12,427,138	)	$	6,715,267	$	6,106,045

LIABILITIES AND (DEFICIT)/EQUITY
Current Liabilities Not Subject to Compromise:
Accounts payable, accrued expenses and other current liabilities		0		-		73,627		388,654		62			2,062			73,689		390,714
Total Current Liabilities Not Subject to Compromise		0		-		73,627		388,654		62			2,062			73,689		390,714

Noncurrent Liabilities Not Subject to Compromise:
Intercompany loans payable and accrued interest		-		-		-		149,480		-			(149,480	)		-		-
Post-petition intercompany payables to non-debtors		-		-		-		46,088		-			-			-		46,088
Post-petition intercompany payables to other debtors		-		-		-		842,901		-			(842,901	)		-		(0	)
Deferred Gain/(loss) on Sale and Leaseback of Vessels		-		-		5,457		-		-			-			5,457		-
Deferred Income Taxes and Other Liabilities		-		-		752,534		384,240		-			-			752,534		384,243
Total Liabilities Not Subject to Compromise		0		-		831,618		1,811,362		62			(990,319	)		831,680		821,044

Liabilities Subject to Compromise:
Pre-petition intercompany loans payable and accrued interest		-		-		376,324		250,180		(359,840	)		(233,862	)		16,484		16,319
Pre-petition intercompany payables to non-debtors		-		-		2,142,541		2,136,587		-			-			2,142,541		2,136,587
Pre-petition intercompany payables to other debtors		-		-		5,843,696		5,878,546		(5,843,696	)		(5,878,546	)		-		(0	)
Other liabilities		-		-		2,623,588		3,106,057		-			1			2,623,588		3,106,055
Total Liabilities Subject to Compromise		-		-		10,986,149		11,371,370		(6,203,536	)		(6,112,408	)		4,782,613		5,258,961

Total Liabilities		0		-		11,817,768		13,182,732		(6,203,474	)		(7,102,726	)		5,614,294		6,080,005
(Deficit)/Equity:
Total Equity/(Deficit)		61		51		6,385,210		5,350,450		(5,284,236	)		(5,324,410	)		1,100,973		26,041
Total Liabilities and (Deficit)/Equity	$	61	$	51	$	18,202,977	$	18,533,183	$	(11,487,710	)	$	(12,427,138	)	$	6,715,267	$	6,106,045

Preliminary and Unaudited

See Notes to Unaudited Condensed Consolidating Statements of Operations and Balance Sheets

Page 173 of 174

Appendix C

Overseas Shipholding Group, Inc.

Unaudited Condensed Consolidating Balance Sheets

As of November 13, 2012 and June 30, 2014

	Total Non-debtors						Eliminations						Consolidated Overseas Shipholding Group, Inc.
(000's)	November 13, 2012			June 30, 2014			November 13, 2012			June 30, 2014			November 13, 2012		June 30, 2014
ASSETS
Current Assets:
Cash and cash equivalents	$	79,248		$	18,745		$	-		$	-		$	477,973	$	644,905
Voyage receivables		2,923			1,746			-			-			171,753		112,227
Other receivables, including income taxes recoverable		10,321			9,689			-			(7,459	)		59,295		42,604
Inventory		-			-			-			-			14,150		27,018
Prepaid expenses and other current assets		40			536			-			(2,241	)		46,636		29,796
Total Current Assets		92,533			30,717			-			(9,700	)		769,807		856,550
Vessels and other property, less accumulated depreciation		(12,092	)		(10,861	)		-			1			3,135,823		2,302,017
Deferred drydock expenditures, net		-			-			-			-			73,898		56,515
Total Vessels, Deferred Drydock and Other Property		(12,092	)		(10,861	)		-			1			3,209,721		2,358,532
Investments in Affiliated Companies		300			-			-			-			247,964		336,841
Intangible Assets, less accumulated amortization		242			214			-			-			72,655		57,825
Goodwill		(79	)		-			-			-			9,589		-
Investments in subsidiaries		-			-			(147,914	)		(147,921	)		-		-
Intercompany loans receivable and accrued interest		16,484			16,318			(104,752	)		(59,980	)		-		-
Pre-petition intercompany receivables from debtors		2,142,541			2,136,587			(2,142,541	)		(2,136,587	)		-		-
Pre-petition Intercompany receivables from non-debtors		-			-			(2,233,518	)		(2,244,406	)		-		-
Post-petition intercompany receivables from non-debtors		-			0			-			(24,967	)		-		-
Post-petition Intercompany receivables from debtors		-			46,088			-			(46,088	)		-		-
Other Assets		(271	)		(24	)		-			-			16,464		45,686
Total Assets	$	2,239,657		$	2,219,038		$	(4,628,725	)	$	(4,669,647	)	$	4,326,200	$	3,655,434

LIABILITIES AND (DEFICIT)/EQUITY
Current Liabilities Not Subject to Compromise:
Accounts payable, accrued expenses and other current liabilities		19,478			28,201			-			(9,698	)		93,170		409,218
Total Current Liabilities Not Subject to Compromise		19,478			28,201			-			(9,698	)		93,170		409,218

Noncurrent Liabilities Not Subject to Compromise:
Intercompany loans payable and accrued interest		88,268			43,663			(88,268	)		(43,663	)		-		-
Post-petition intercompany payables to non-debtors		-			-			-			(46,088	)		-		-
Post-petition intercompany payables to other debtors		2,233,518			2,269,373			(2,233,518	)		(2,269,373	)		-		(0	)
Deferred Gain/(loss) on Sale and Leaseback of Vessels		-			-			-			-			5,457		-
Deferred Income Taxes and Other Liabilities		6,201			11,771			-			(2	)		758,736		396,011
Total Liabilities Not Subject to Compromise		2,347,466			2,353,008			(2,321,786	)		(2,368,823	)		857,363		805,229

Liabilities Subject to Compromise:
Pre-petition intercompany loans payable and accrued interest		-			-			(16,484	)		(16,319	)		-		-
Pre-petition intercompany payables to non-debtors		-			-			(2,142,541	)		(2,136,587	)		-		-
Pre-petition intercompany payables to other debtors		-			-			-			0			-		-
Other liabilities		-			-			-			-			2,623,588		3,106,056
Total Liabilities Subject to Compromise		-			-			(2,159,025	)		(2,152,906	)		2,623,588		3,106,056

Total Liabilities		2,347,466			2,353,008			(4,480,811	)		(4,521,729	)		3,480,951		3,911,285
(Deficit)/Equity:
Total Equity/(Deficit)		(107,809	)		(133,971	)		(147,914	)		(147,920	)		845,249		(255,851	)
Total Liabilities and (Deficit)/Equity	$	2,239,657		$	2,219,038		$	(4,628,725	)	$	(4,669,647	)	$	4,326,200	$	3,655,434

Preliminary and Unaudited

See Notes to Unaudited Condensed Consolidating Statements of Operations and Balance Sheets

Page 174 of 174

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OVERSEAS SHIPHOLDING GROUP INC Reports