Overseas Shipholding Group, Inc. - Ordinary Shares 8K Regulation FD Disclosure | OSG 15 Apr 14

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 February 1, 2014 through February 28, 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		April 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 differmaterially 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
February 1, 2014 through February 28, 2014

Page 1 of 168

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
February 1, 2014 through February 28, 2014

Page 2 of 168

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, which amended claim number 82, in the amount of $463,013,177.63. On December 19, 2013, the IRS additionally filed with the Bankruptcy Court-appointed claims agent claim number 1653, an amended administrative claim (the “Amended Administrative Claim”), an administrative claim against OSG for corporate income tax, interest and penalties for 2012, in the amount of $1,659,739.94. The Amended Administrative Claim amends claim number 1650, in the amount of $1,654,764.80. More information regarding the Amended Proof of Claim and the Amended Administrative 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
February 1, 2014 through February 28, 2014

Page 3 of 168

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, determination of the secured status of certain claims, the value of any collateral securing such claims, rejection of executory contracts or unexpired leases, continued reconciliation or other events. Included within liabilities subject to compromise as of February 28, 2014 are the estimations 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, and the Debtors ceased performing under the charters prior to February 28, 2014.

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 February 28, 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.

Monthly Operating Report
February 1, 2014 through February 28, 2014

Page 4 of 168

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)

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 in OSG’s International Flag fleet (“Core International Flat 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 approximately $13,000 is expected to be related to set-up, wind-down and transitions costs and is being accrued over the remaining service periods commencing in February 2014. 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.

Plan Support Agreement – On February 12, 2014, the Debtors entered into a plan support agreement (as amended, the “Plan Support Agreement”) among the Debtors and certain of the lenders (the “Consenting Lenders”) holding an aggregate of approximately 60% of amounts outstanding under the Company’s Unsecured Revolving Credit Facility. The Plan Support Agreement requires the Consenting Lenders to support and vote in favor of a proposed plan of reorganization of the Debtors (the “Plan”) consistent with the terms and conditions set forth in the term sheet attached as an exhibit to and incorporated into the Plan Support Agreement (as amended, the “Term Sheet”).

As a result of additional lenders acceding to the Plan Support Agreement, as of February 27, 2014, lenders holding approximately 72% of amounts outstanding under the Unsecured Revolving Credit Facility are now Consenting Lenders. On February 27, 2014, the Debtors and the Consenting Lenders entered into an amendment to the Plan Support Agreement (the “Amendment”). The Amendment increases the amount to be raised by the Company through the rights offering and exit financing contemplated by the Plan Support Agreement as further described below.

The Term Sheet, provides, among other things, that pursuant to the Plan, creditors’ allowed non-subordinated claims against the Debtors other than claims under the Unsecured Revolving Credit Facility, will be paid in full, in cash, including post-petition interest, and holders of equity interests and claims subordinated pursuant to section 510(b) of the Bankruptcy Code would receive a combination of shares of one class of common stock, par value $0.001 per share issued by reorganized OSG (the “Reorganized OSG Stock”) and warrants with an exercise price of $0.01 issued by reorganized OSG to holders of claims that do not comply with the Jones Act citizenship requirements but are otherwise entitled to receive Reorganized OSG Stock under the plan (the “Reorganized OSG Jones Act Warrants”) valued at $61,400, subject to dilution on account of a management and director incentive program and the Rights Offering (as defined below). Under the Plan reflected in the Term Sheet, holders of claims arising out of the Unsecured Revolving Credit Facility will receive theirpro rata share of stock and warrants of the reorganized OSG. In addition, the Term Sheet provides that under the Plan, the 7.50% Unsecured Senior Notes due in 2024 issued by OSG and the 8.125% Unsecured Senior Notes due in 2018 issued by OSG will be reinstated, following payment of outstanding interest.

Monthly Operating Report
February 1, 2014 through February 28, 2014

Page 5 of 168

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 Term Sheet further provides that pursuant to the Plan, the Company will raise $300,000 through a rights offering (the “Rights Offering”) of Reorganized OSG Stock and Reorganized OSG Jones Act Warrants to the holders of claims arising out of the Unsecured Revolving Credit Facility, which Rights Offering will be back-stopped by the Consenting Lenders or their designees. The Plan further contemplates that the Company will raise $735,000 in secured exit financing. The proceeds of the Rights Offering and such exit financing will enable the Debtors to satisfy the secured claims of Danish Ship Finance (“DSF”) and the Export-Import Bank of China (“CEXIM”) in full, in cash. As a result, the Debtors withdrew their previously-announced motion for authorization to sell the vessels over which CEXIM has security interests. The Plan Support Agreement, as amended, remains subject to the approval of the Bankruptcy Court.

On February 28, 2014, the Debtors and the Consenting Lenders (each Consenting Lender, a “Commitment Party”) entered into an equity commitment agreement dated February 28, 2014 (the “Equity Commitment Agreement”) setting forth, among other things, the terms of the Rights Offering. Under the Rights Offering, each lender who is the beneficial owner of claims arising out of the Unsecured Revolving Credit Facility as of the date specified in the procedures with respect to the Rights Offering (the “Rights Offering Procedures”, the form of which are set forth in the Equity Commitment Agreement) that are approved by the Bankruptcy Court (each such lender, an “Eligible Participant”) will be offered the right to purchase up to its pro rata share of Reorganized OSG Stock and Reorganized OSG Jones Act Warrants for $19.51 per share or warrant. Each Eligible Participant will also be offered the right to purchase Reorganized OSG Stock and Reorganized OSG Jones Act Warrants in an oversubscription rights offering, subject to certain limitations and caps, in the event that other Eligible Participants do not elect to purchase their pro rata share of Reorganized OSG Stock and Reorganized OSG Jones Act Warrants in connection with the Rights Offering (such rights, the “Unsubscribed Rights”). To ensure that OSG raises $300 million in connection with the Rights Offering, the Equity Commitment Agreement further provides that each Commitment Party has committed to subscribe for any Unsubscribed Rights in proportion to its Subscription Commitment Percentage (as defined in the Equity Commitment Agreement). Subject to Bankruptcy Court’s approval, in consideration for entering into this commitment, the Commitment Parties will receive (i) a fee paid promptly following the effective date of the Plan allocated among the Commitment Parties, at each Commitment Party’s option, either in the form of (x) shares or warrants of reorganized OSG, equal to 5% of the aggregate amount raised in the Rights Offering or (y) the cash equivalent thereof and (ii) reimbursement of all reasonably documented out-of-pocket costs and expenses. If the transactions contemplated by the Equity Commitment Agreement are consummated, OSG will use the proceeds of the sale of the Reorganized OSG Stock and Reorganized OSG Jones Act Warrants to fund payments under the Plan. Among other things, these proceeds will enable the Debtors to retain the vessels pledged to secure the claims of CEXIM and DSF, which claims will be repaid in full in cash. The Equity Commitment Agreement remains subject to the approval of the Bankruptcy Court.

Monthly Operating Report
February 1, 2014 through February 28, 2014

Page 6 of 168

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 Consenting Lenders may terminate the Plan Support Agreement under certain circumstances, including, but not limited to, if the Debtors fail to achieve certain milestones for seeking confirmation and effectiveness of the Plan within certain time periods specified in the Plan Support Agreement including,inter alia, filing a Plan and disclosure statement with the Bankruptcy Court by March 7, 2014 (which has occurred), the entry of an order by the Bankruptcy Court approving the disclosure statement by May 16, 2014 and the entry of an order by the Bankruptcy Court confirming the Plan by June 20, 2014.

The Debtors may terminate the Plan Support Agreement under certain circumstances, including, but not limited to, if the Debtors, in the exercise of their fiduciary duty, (i) reasonably determine that the Plan is not in the best interests of the Debtors’ estates or (ii) receive an unsolicited proposal for an alternative plan that the Debtors reasonably determine to be more favorable to the Debtors’ estates than the Plan.

Monthly Operating Report
February 1, 2014 through February 28, 2014

Page 7 of 168

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 February 1, 2014 through February 28, 2014

(in thousands of dollars)

Beginning Cash Balance			607,654

Cash Receipts:
Vessel Related Receipts			86,468
Other Receipts¹			3,536
Total Receipts			90,004

Cash Disbursements:
Vessel Related Disbursements²			56,326
General and Administrative:
Compensation & Benefits			4,216
Other General & Administrative			3,419
Taxes			52
Restructuring Costs and Adequate Protection Payments			8,917
U.S. Trustee Fees			0
Other Disbursements			456
Total Disbursements			73,386

Ending Cash Balance³			624,272

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 $22.3 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
February 1, 2014 through February 28, 2014

Page 8 of 168

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 February 1, 2014 through February 28, 2014

	Filing Entities:	Case #	Total Disbursements
1	Overseas Shipholding Group, Inc.	12-20000	$	1,494,578
2	OSG International, Inc.	12-20001		2,351,592
3	OSG Bulk Ships, Inc.	12-20002		1,169,371
4	1372 Tanker Corporation	12-20003		838,765
5	Africa Tanker Corporation	12-20004		158,628
6	Alcesmar Limited	12-20005		385,947
7	Alcmar Limited	12-20006		583,931
8	Alpha Suezmax Corporation	12-20007		12,212
9	Alpha Tanker Corporation	12-20008		213
10	Amalia Product Corporation	12-20009		231,092
11	Ambermar Product Carrier Corporation	12-20010		230,477
12	Ambermar Tanker Corporation	12-20011		817
13	Andromar Limited	12-20012		231,616
14	Antigmar Limited	12-20013		237,868
15	Aqua Tanker Corporation	12-20014		3,519
16	Aquarius Tanker Corporation	12-20015		13,944
17	Ariadmar Limited	12-20016		234,787
18	Aspro Tanker Corporation	12-20017		966
19	Atalmar Limited	12-20018		930,300
20	Athens Product Tanker Corporation	12-20019		608,037
21	Atlas Chartering Corporation	12-20020		22,842
22	Aurora Shipping Corporation	12-20021		4,105,386
23	Avila Tanker Corporation	12-20022		784
24	Batangas Tanker Corporation	12-20023		222,674
25	Beta Aframax Corporation	12-20024		15,643

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
February 1, 2014 through February 28, 2014

Page 9 of 168

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 February 1, 2014 through February 28, 2014

	Filing Entities:	Case #	Total Disbursements
26	Brooklyn Product Tanker Corporation	12-20025		24,082
27	Cabo Hellas Limited	12-20026		469,673
28	Cabo Sounion Limited	12-20027		188,245
29	Caribbean Tanker Corporation	12-20028		275,006
30	Carina Tanker Corporation	12-20029		14,540
31	Carl Product Corporation	12-20030		194,232
32	Concept Tanker Corporation	12-20031		374,933
33	Crown Tanker Corporation	12-20032		199
34	Delphina Tanker Corporation	12-20033		-
35	Delta Aframax Corporation	12-20034		203,261
36	DHT Ania Aframax Corp.	12-20035		900
37	DHT Ann VLCC Corp.	12-20036		19,019
38	DHT Cathy Aframax Corp.	12-20037		7,980
39	DHT Chris VLCC Corp.	12-20038		16,062
40	DHT Rebecca Aframax Corp.	12-20039		1,106
41	DHT Regal Unity VLCC Corp.	12-20040		9,018
42	DHT Sophie Aframax Corp.	12-20041		38,614
43	Dignity Chartering Corporation	12-20042		21,362
44	Edindun Shipping Corporation	12-20043		-
45	Eighth Aframax Tanker Corporation	12-20044		282,209
46	Epsilon Aframax Corporation	12-20045		257,552
47	First Chemical Carrier Corporation	12-20046		4,382
48	First LPG Tanker Corporation	12-20047		4,188
49	First Union Tanker Corporation	12-20048		249,188
50	Fourth Aframax Tanker Corporation	12-20049		749,637

Monthly Operating Report
February 1, 2014 through February 28, 2014

Page 10 of 168

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 February 1, 2014 through February 28, 2014

	Filing Entities:	Case #	Total Disbursements
51	Front President Inc.	12-20050		297,988
52	Goldmar Limited	12-20051		183,268
53	GPC Aframax Corporation	12-20052		16,155
54	Grace Chartering Corporation	12-20053		5,599
55	International Seaways, Inc.	12-20054		2,148,277
56	Jademar Limited	12-20055		228,837
57	Joyce Car Carrier Corporation	12-20056		9,395
58	Juneau Tanker Corporation	12-20057		5,395
59	Kimolos Tanker Corporation	12-20058		884,767
60	Kythnos Chartering Corporation	12-20059		975,497
61	Leo Tanker Corporation	12-20060		14,208
62	Leyte Product Tanker Corporation	12-20061		346,707
63	Limar Charter Corporation	12-20062		21,493
64	Luxmar Product Tanker Corporation	12-20063		429,094
65	Luxmar Tanker LLC	12-20064		33,065
66	Majestic Tankers Corporation	12-20065		284,344
67	Maple Tanker Corporation	12-20066		411,788
68	Maremar Product Tanker Corporation	12-20067		35
69	Maremar Tanker LLC	12-20068		29,213
70	Marilyn Vessel Corporation	12-20069		282
71	Maritrans General Partner Inc.	12-20070		-
72	Maritrans Operating Company L.P.	12-20071		15,875
73	Milos Product Tanker Corporation	12-20072		209,557
74	Mindanao Tanker Corporation	12-20073		36,458
75	Mykonos Tanker LLC	12-20074		661,442

Monthly Operating Report
February 1, 2014 through February 28, 2014

Page 11 of 168

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 February 1, 2014 through February 28, 2014

	Filing Entities:	Case #	Total Disbursements
76	Nedimar Charter Corporation	12-20075		13,523
77	Oak Tanker Corporation	12-20076		387,743
78	Ocean Bulk Ships, Inc.	12-20077		4
79	Oceania Tanker Corporation	12-20078		77,815
80	OSG 192 LLC	12-20079		48,633
81	OSG 209 LLC	12-20080		74,567
82	OSG 214 LLC	12-20081		127,106
83	OSG 215 Corporation	12-20082		73
84	OSG 242 LLC	12-20083		79,459
85	OSG 243 LLC	12-20084		76,357
86	OSG 244 LLC	12-20085		58,588
87	OSG 252 LLC	12-20086		97,606
88	OSG 254 LLC	12-20087		47,582
89	OSG 300 LLC	12-20088		25
90	OSG 400 LLC	12-20089		8,728
91	OSG America L.P.	12-20090		23
92	OSG America LLC	12-20091		136
93	OSG America Operating Company LLC	12-20092		803,033
94	OSG Car Carriers, Inc.	12-20093		4,080
95	OSG Clean Products International, Inc.	12-20094		30
96	OSG Columbia LLC	12-20095		207,865
97	OSG Constitution LLC	12-20096		1,673
98	OSG Courageous LLC	12-20097		235,990
99	OSG Delaware Bay Lightering LLC	12-20098		1,626,118
100	OSG Discovery LLC	12-20099		804

Monthly Operating Report
February 1, 2014 through February 28, 2014

Page 12 of 168

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 February 1, 2014 through February 28, 2014

	Filing Entities:	Case #	Total Disbursements
101	OSG Endeavor LLC	12-20100		142
102	OSG Endurance LLC	12-20101		244,634
103	OSG Enterprise LLC	12-20102		207,648
104	OSG Financial Corp.	12-20103		6,003
105	OSG Freedom LLC	12-20104		1,517
106	OSG Honour LLC	12-20105		233,583
107	OSG Independence LLC	12-20106		208,967
108	OSG Intrepid LLC	12-20107		232,285
109	OSG Liberty LLC	12-20108		6,006
110	OSG Lightering LLC	12-20109		6,895,086
111	OSG Lightering Acquisition Corporation	12-20110		1,184
112	OSG Lightering Solutions LLC	12-20111		1,569
113	OSG Mariner LLC	12-20112		142
114	OSG Maritrans Parent LLC	12-20113		66,496
115	OSG Navigator LLC	12-20114		205,918
116	OSG New York, Inc.	12-20115		415,551
117	OSG Product Tankers AVTC, LLC	12-20116		30
118	OSG Product Tankers Member LLC	12-20117		-
119	OSG Product Tankers II, LLC	12-20118		3
120	OSG Product Tankers I, LLC	12-20119		3
121	OSG Product Tankers, LLC	12-20120		5
122	OSG Quest LLC	12-20121		89
123	OSG Seafarer LLC	12-20122		406
124	OSG Ship Management, Inc.	12-20123		4,432,102
125	OSG Valour LLC	12-20124		663

Monthly Operating Report
February 1, 2014 through February 28, 2014

Page 13 of 168

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 February 1, 2014 through February 28, 2014

	Filing Entities:	Case #	Total Disbursements
126	Overseas Allegiance Corporation	12-20125		1
127	Overseas Anacortes LLC	12-20126		1,347,293
128	Overseas Boston LLC	12-20127		1,943,556
129	Overseas Diligence LLC	12-20128		236
130	Overseas Galena Bay LLC	12-20129		1,571
131	Overseas Houston LLC	12-20130		1,260,232
132	Overseas Integrity LLC	12-20131		804
133	Overseas Long Beach LLC	12-20132		1,189,634
134	Overseas Los Angeles LLC	12-20133		1,206,358
135	Overseas Martinez LLC	12-20134		1,309,467
136	Overseas New Orleans LLC	12-20135		1,302
137	Overseas New York LLC	12-20136		1,202,921
138	Overseas Nikiski LLC	12-20137		1,385,095
139	Overseas Perseverance Corporation	12-20138		225
140	Overseas Philadelphia LLC	12-20139		536
141	Overseas Puget Sound LLC	12-20140		5,064
142	Overseas Sea Swift Corporation	12-20141		5
143	Overseas Shipping (GR) Ltd.	12-20142		344,057
144	Overseas ST Holding LLC	12-20143		1,264,207
145	Overseas Tampa LLC	12-20144		1,364,555
146	Overseas Texas City LLC	12-20145		1,219,680
147	Pearlmar Limited	12-20146		238,591
148	Petromar Limited	12-20147		655,449
149	Pisces Tanker Corporation	12-20148		15,494
150	Polaris Tanker Corporation	12-20149		15,720

Monthly Operating Report
February 1, 2014 through February 28, 2014

Page 14 of 168

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 February 1, 2014 through February 28, 2014

	Filing Entities:	Case #	Total Disbursements
151	Queens Product Tanker Corporation	12-20150		36,613
152	Reymar Limited	12-20151		241,057
153	Rich Tanker Corporation	12-20152		891,479
154	Rimar Chartering Corporation	12-20153		25,041
155	Rosalyn Tanker Corporation	12-20154		240,018
156	Rosemar Limited	12-20155		276,220
157	Rubymar Limited	12-20156		27,442
158	Sakura Transport Corp.	12-20157		318,329
159	Samar Product Tanker Corporation	12-20158		321,534
160	Santorini Tanker LLC	12-20159		1,228,277
161	Serifos Tanker Corporation	12-20160		418,756
162	Seventh Aframax Tanker Corporation	12-20161		266,558
163	Shirley Tanker SRL	12-20162		283,654
164	Sifnos Tanker Corporation	12-20163		349,165
165	Silvermar Limited	12-20164		204,217
166	Sixth Aframax Tanker Corporation	12-20165		344,140
167	Skopelos Product Tanker Corporation	12-20166		1,944,864
168	Star Chartering Corporation	12-20167		405,583
169	Suezmax International Agencies, Inc.	12-20168		1,037,010
170	Talara Chartering Corporation	12-20169		19,566
171	Third United Shipping Corporation	12-20170		31,114
172	Tokyo Transport Corp.	12-20171		325,394
173	Transbulk Carriers, Inc.	12-20172		150
174	Troy Chartering Corporation	12-20173		32,620
175	Troy Product Corporation	12-20174		34,661

Monthly Operating Report
February 1, 2014 through February 28, 2014

Page 15 of 168

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 February 1, 2014 through February 28, 2014

176	Urban Tanker Corporation	12-20175		382,202
177	Vega Tanker Corporation	12-20176		2,135
178	View Tanker Corporation	12-20177		746,277
179	Vivian Tankships Corporation	12-20178		10,539
180	Vulpecula Chartering Corporation	12-20179		16,350
181	Wind Aframax Tanker Corporation	12-20180		15

		Total Disbursements	$	68,310,744

Monthly Operating Report
February 1, 2014 through February 28, 2014

Page 16 of 168

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 February 1, 2014 through February 28, 2014

	Amounts Paid this Period						Cumulative Amount Paid Since Petition Date
Professional	Fees		Expenses		Total		Fees		Expenses		Total
Akin Gump Straus Hauer & Feld LLP	$	598,020	$	12,897	$	610,917	$	6,489,236	$	223,132	$	6,712,368
Bowman Gilfillan, Inc.						-		50,499		17,446		67,945
Burke & Parsons						-		447,556		10,427		457,983
Chilmark Partners, LLC		280,000		16,779		296,779		1,920,000		207,424		2,127,424
Cleary Gottlieb Steen & Hamilton LLP		1,613,453		42,043		1,655,496		18,973,538		592,053		19,565,591
Deloitte & Touche LLP		1,182,274		11,913		1,194,187		4,312,126		77,140		4,389,266
Deloitte Tax LLP		415,135		1,108		416,243		4,348,373		13,718		4,362,091
Eversheds LLP		72,537		5,816		78,353		270,904		7,404		278,308
FTI Consulting, Inc.		245,462		364		245,826		3,666,570		7,122		3,673,692
Gellert, Scali, Busenkell & Brown, LLC		10,094		330		10,424		10,094		330		10,424
Houlihan Lokey Capital, Inc.		525,000		11,475		536,475		2,105,833		54,004		2,159,837
Kurtzman Carson Consultants LLC						-		-		-		-
Mercer (US) Inc.		31,683		19,655		51,338		173,493		67,756		241,249
Morris, Nichols, Arsht & Tunnell LLP		94,509		947		95,456		914,784		30,498		945,282
Mullin Hoard & Brown LLP		114,037		10,171		124,208		1,240,576		76,449		1,317,025
Pepper Hamilton LLP		15,599		212		15,811		223,375		10,234		233,609
Pricewaterhouse Coopers LLP		2,515,136		24,118		2,539,254		7,283,983		87,853		7,371,836
Venable LLP		214,472		8,092		222,564		214,472		8,092		222,564
Total Professional Fees and Expenses	$	7,927,411	$	165,920	$	8,093,331	$	52,645,412	$	1,491,082	$	54,136,494

¹ 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
February 1, 2014 through February 28, 2014

Page 17 of 168

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 February 1, 2014 through February 28, 2014

Professional		Role
Akin Gump Strauss Hauer & Feld LLP		Unsecured Creditors' Committee Co-Counsel
Bowman Gilfillan, Inc.		Debtors' Special Counsel for South African Matters
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 & Touche LLP		Debtors' Accounting Advisor
Deloitte Tax LLP		Debtors' Tax Advisor
Eversheds LLP		Debtors' Special Counsel For United Kingdom Maritime Matters
FTI Consulting, Inc.		Unsecured Creditors' Committee Financial Advisor
Gellert, Scali, Busenkell & Brown, LLC		Debtors' Special Litigation Counsel
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
PricewaterhouseCoopers LLP		Debtors' Independent Auditor, Accountant and Tax Advisor
Venable LLP		Debtors' Special Litigation Counsel

¹ Certain of theprofessionals 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
February 1, 2014 through February 28, 2014

Page 18 of 168

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 February 1, 2014 through February 28, 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
None

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
OSG International, Inc.		JPMorgan Chase		XXXXX0596		2/14/2014

Debtor Bank Account Balances
See Appendix B

Monthly Operating Report
February 1, 2014 through February 28, 2014

Page 19 of 168

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 February 1, 2014 through February 28, 2014, and

November 14, 2012 through February 28, 2014

(in thousands of dollars)

	February 1, 2014 through February 28, 2014			November 14, 2012 through February 28, 2014

Shipping Revenues:

Pool revenues	$	13,647		$	235,996
Time and bareboat charter revenues		30,568			477,846
Voyage charter revenues		49,790			640,068
		94,005			1,353,910
Operating Expenses:
Voyage expenses		25,438			339,099
Vessel expenses		21,548			346,998
Charter hire expenses		14,244			280,135
Depreciation and amortization		12,378			228,894
General and administrative		10,943			127,732
Goodwill and intangible assets impairment charge		-			16,214
(Gain)/loss on disposal of vessels, including impairments		(4	)		644,664
Total Operating Expenses		84,547			1,983,736
Income/(Loss) from Vessel Operations		9,458			(629,826	)
Equity in Income/(Loss) of Affiliated Companies		1,971			52,806
Operating Income/(Loss)		11,429			(577,020	)
Other Income/(expense)		39			1,165
Income/(loss) before Interest Expense and Income Taxes		11,468			(575,855	)
Interest Expense		(122	)		(338	)
Income/(loss) before Reorganization Items and Income Taxes		11,346			(576,193	)
Reorganization Items, net		6,531			381,654
Income/(loss) before Income Taxes		4,815			(957,847	)
Income Tax Benefit		(1,510	)		(21,065	)
Net Income/(Loss)	$	6,325		$	(936,782	)

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

Monthly Operating Report
February 1, 2014 through February 28, 2014

Page 20 of 168

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 February 1, 2014 through February 28, 2014, and

November 14, 2012 through February 28, 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.

Pool revenue and voyage expense presentation—For the Company’s vessels operating in pools, revenues and voyage expenses are pooled and allocated to each pool’s participants on a time charter equivalent (“TCE”) basis in accordance with an agreed-upon formula. Such TCE revenues are reported as pool revenues in the accompanying condensed consolidated statement of operations. For the pools in which the Company participates, management monitors, among other things, the relative proportion of the Company’s vessels operating in each of the pools to the total number of vessels in each of the respective pools, and assesses whether or not OSG’s participation interest in each of the pools is sufficiently significant so as to determine that OSG has effective control of the pool. Management determined that as of June 30, 2013, it had effective control of one of the pools in which the Company participates. Such pool is not a legal entity, but operates under a contractual arrangement. Pool revenue amounts previously reported on a net TCE basis in July and August 2013 were reversed in September 2013 and the cumulative effect of reporting the Company’s allocated TCE revenues for such pool on a gross basis as voyage charter revenues and voyage expenses for the three months ended September 30, 2013 was recorded in September 2013.

Reorganization Items consists of the following:

	February 1, 2014		November 14, 2012
	through		through
	February 28, 2014		February 28, 2014
Professional fees, including Trustee Fees of $250 and $4,179	$	6,531	$	87,762
Expenses incurred on rejected executory contracts		-		289,073
Write-off of deferred financing costs		-		4,603
Other claims adjustments		-		216
	$	6,531	$	381,654

Monthly Operating Report
February 1, 2014 through February 28, 2014

Page 21 of 168

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 February 28, 2014

(in thousands of dollars)

	November 13, 2012		February 28, 2014
ASSETS
Current Assets:
Cash and cash equivalents	$	477,973	$	624,272
Voyage receivables		171,753		155,977
Other receivables		59,295		25,700
Inventory		14,150		15,737
Prepaid expenses and other current assets		46,636		30,851
Total Current Assets		769,807		852,537
Vessels and other property, less accumulated depreciation		3,135,823		2,346,572
Deferred drydock expenditures, net		73,898		56,367
Total Vessels, Deferred Drydock and Other Property		3,209,721		2,402,939
Investments in Affiliated Companies		247,964		318,930
Intangible Assets, less accumulated amortization		72,655		59,387
Goodwill		9,589		-
Other Assets		16,464		36,099
Total Assets	$	4,326,200	$	3,669,892

LIABILITIES AND (DEFICIT)/EQUITY
Current Liabilities:
Accounts payable, accrued expenses and other current liabilities	$	93,170	$	380,805

Total Current Liabilities		93,170		380,805

Noncurrent Liabilities:
Deferred Gain/(loss) on Sale and Leaseback of Vessels		5,457		-
Deferred Taxes and Other Liabilities		758,736		446,044
Liabilities Subject to Compromise		2,623,588		2,882,890
Total Noncurrent Liabilities		3,387,781		3,328,934

Total Liabilities		3,480,951		3,709,739
(Deficit)/Equity:
Total (Deficit)/Equity		845,249		(39,847	)
Total Liabilities and (Deficit)/Equity	$	4,326,200	$	3,669,892

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

Monthly Operating Report
February 1, 2014 through February 28, 2014

Page 22 of 168

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 February 28, 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 February 28, 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 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.

Monthly Operating Report
February 1, 2014 through February 28, 2014

Page 23 of 168

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 February 28, 2014

(in thousands of dollars)

Liabilities Subject to Compromise consist of the following:

	November 13, 2012		February 28, 2014
Pre-petition accounts payable, accrued expenses and other liabilities	$	398	$	4,668
Senior Notes		500,780		500,780
Unsecured revolver		1,488,579		1,489,000
Accrued interest and fees on unsecured revolver and senior notes		10,878		10,878
Secured debt and accrued interest		578,024		564,390
Derivative liabilities		3,566		3,566
Pension and other postretirement benefit plan liabilities		41,363		27,009
Accrued liabilities relating to rejected executory contracts		0		282,599

	$	2,623,588	$	2,882,890

Monthly Operating Report
February 1, 2014 through February 28, 2014

Page 24 of 168

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 February 28, 2014

STATE OF NEW YORK

NEW YORK COUNTY

Jerry Miller 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: April 15, 2014		Respectfully submitted,
New York, New York

		/s/ Jerry Miller
		Jerry Miller
		Controller, Overseas Shipholding Group, Inc.

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

Monthly Operating Report
February 1, 2014 through February 28, 2014

Page 25 of 168

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

February 28, 2014

Days Past Due
Current			1-30			31-60			61-90			>91			Total
$	6,804,692		$	2,026,946		$	127,225		$	38,515		$	(170,081	)	$	8,827,297
	77	%		24	%		1	%		0	%		-2	%

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
February 1, 2014 through February 28, 2014

Page 26 of 168

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

February 28, 2014

	Days Aged ¹
	0-30			31-60			61-90			91-120			120-180			> 180			Total
Trade Receivables:
Trade - Invoiced²	$	13,103,217		$	7,392,048		$	306,957		$	2,495,729		$	2,148,086		$	3,543,811		$	28,989,848
Trade - Accrued and Unbilled³																			$	31,398,274
Trade - Pools⁴																			$	97,356,079
Allowance for Doubtful Receivables																			$	(2,380,737	)
Accounts Receivable	$	13,103,217		$	7,392,048		$	306,957		$	2,495,729		$	2,148,086		$	3,543,811		$	155,363,464
Percentage of Trade-Invoiced⁵		45	%		26	%		1	%		9	%		7	%		12	%		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
February 1, 2014 through February 28, 2014

Page 27 of 168

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 February 1, 2014 through February 28, 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	X²

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.

²See Debtors Statement with respect to Bank Account Reconciliations, Bank Statements and Cash Disbursements Journal for the Period February 1, 2014 through February 28, 2014.

Monthly Operating Report
February 1, 2014 through February 28, 2014

Page 28 of 168

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
February 1, 2014 through February 28, 2014

Page 29 of 168

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
February 1, 2014 through February 28, 2014

Page 30 of 168

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
February 1, 2014 through February 28, 2014

Page 31 of 168

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
February 1, 2014 through February 28, 2014

Page 32 of 168

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
February 1, 2014 through February 28, 2014

Page 33 of 168

Appendix B

Overseas Shipholding Group, Inc., et al.

Listing of Debtors' Bank Accounts and Book Balances as of February 28, 2014¹

(in USD)

Debtor

EIN

Bank

Currency

Account Number

USD Balance per Books as of
February 28, 2014

Cabo Hellas Limited

98-0465299

JP Morgan Chase

USD

XXX-XX0606

Cabo Sounion Limited

98-0465296

JP Morgan Chase

USD

XXX-XX0614

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

247,932,367.51

OSG Bulk Ships, Inc.

13-2632600

Fifth Third Bank - Tampa

USD

XXXXXXX4290

6,042,277.52

OSG Bulk Ships, Inc.

13-2632600

JP Morgan Chase

USD

XXXX-XXXXX0-509

(1,086,417.84

)

OSG Bulk Ships, Inc.

13-2632600

JP Morgan Chase

USD

XXX-X-XX7251

15,439,755.32

OSG Financial Corp.

13-3178639

JP Morgan Chase

USD

XXX-X-XX3754

371,213.74

OSG International, Inc.

98-0467117

HSBC

USD

XXXXX6923

6,660,079.70

OSG International, Inc.

98-0467117

HSBC

USD

XXX-XX479-0

883.64

OSG International, Inc.

98-0467117

JP Morgan Chase

USD

XXX-X-XX5113

116,446,948.05

OSG International, Inc.

98-0467117

JP Morgan Chase

USD

XXXXX7192

15,595,389.68

OSG International, Inc.

98-0467117

JP Morgan Chase

USD

XXXXX0596

OSG Lightering LLC

98-0380553

Bank of Oklahoma

USD

XXXXX9048

14,558,955.61

OSG Lightering LLC

98-0380553

Bank of Texas - Houston

USD

XXXXXX9108

(32,400.78

)

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

17,383.66

OSG Ship Management, Inc.

13-3589004

JP Morgan Chase

USD

XXX-XX6624

288,642.74

OSG Ship Management, Inc.

13-3589004

JP Morgan Chase

USD

XXX-XX5045

68,853.12

Overseas Shipholding Group, Inc.

13-2637623

TD Bank, N.A.

USD

XXX-XXX6647

24,053,806.38

Overseas Shipholding Group, Inc.

13-2637623

BlackRock

USD

X4888

56,009,609.89

Overseas Shipholding Group, Inc.

13-2637623

Fidelity

USD

XXXXXXX7175

59,724,809.78

Overseas Shipholding Group, Inc.

13-2637623

JP Morgan Chase

USD

XXX-X-XX5014

23,245,497.74

Overseas Shipholding Group, Inc.

13-2637623

JP Morgan Chase

USD

XXX6306

23,005,848.60

Overseas Shipholding Group, Inc.

13-2637623

JP Morgan Chase

USD

XXX-XX9772

5,000.00

Rosemar Limited

98-0417974

JP Morgan Chase

USD

XXX-XX0959

Rubymar Limited

98-0420767

JP Morgan Chase

USD

XXX-XX0967

Serifos Tanker Corporation

98-0513004

JPMorgan Chase

USD

XXXXX0222

Shirley Tanker SRL

98-0513551

Cidel Bank & Trust, Inc.

USD

XXXXXX-XXX4290

27.60

Shirley Tanker SRL

98-0513551

Cidel Bank & Trust, Inc.

CAD

XXXXXX-XXX9190

Shirley Tanker SRL

98-0513551

Cidel Bank & Trust, Inc.

CAD

XXXXXX-XXX6490

0.65

Sifnos Tanker Corporation

98-0513006

JPMorgan Chase

USD

XXXXX0230

TOTAL

608,363,533.61

¹Petty 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 and Unaudited

Page 34 of 168

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
February 1, 2014 through February 28, 2014

Page 35 of 168

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
February 1, 2014 through February 28, 2014

Page 36 of 168

Appendix C
Overseas Shipholding Group, Inc.
Unaudited Condensed Consolidating Statements of Operations
For the Periods from February 1 - 28, 2014 and November 14, 2012 through February 28, 2014

	Overseas Shipholding Group, Inc.						OSG International, Inc.
(000s)	February 1 - 28, 2014			November 14, 2012 - February 28, 2014			February 1 - 28, 2014			November 14, 2012 - February 28, 2014

Shipping Revenues:

Pool revenues	$	-		$	45		$	0		$	(30	)
Time and bareboat charter revenues		-			-			-			-
Voyage charter revenues		-			-			-			-
		-			45			0			(30	)
Operating Expenses:
Voyage expenses		-			-			-			-
Vessel expenses		-			-			-			(52	)
Charter hire expenses		-			-			-			49
Depreciation and amortization		-			-			2			8
General and administrative		1,678			8,881			169			29,070
Goodwill and intangible assets impairment charge		-			-			-			-
(Gain)/loss on disposal of vessels, including impairments		-			-			-			0
Total Operating Expenses		1,678			8,881			171			29,074
Income/(loss) from Vessel Operations		(1,678	)		(8,837	)		(171	)		(29,104	)
Equity in Income/(loss) of Affiliated Companies		-			215			(264	)		8,532
Operating Income/(loss)		(1,678	)		(8,621	)		(435	)		(20,572	)
Other Income/(expense)		494			8,088			(1,919	)		(26,868	)
Income/(loss) before Interest Expense and Income Taxes		(1,184	)		(533	)		(2,354	)		(47,440	)
Interest Expense		-			0			-			0
Income/(loss) before Reorganization Items and Income Taxes		(1,184	)		(533	)		(2,354	)		(47,440	)
Reorganization Items, net		6,436			89,888			-			-
Income/(loss) before Income Taxes		(7,621	)		(90,421	)		(2,354	)		(47,440	)
Income Tax (Benefit)/Provision		(1,724	)		(26,394	)		6			140
Net Income/(Loss)	$	(5,897	)	$	(64,027	)	$	(2,360	)	$	(47,580	)

Preliminary and Unaudited

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

Page 37 of 168

Appendix C
Overseas Shipholding Group, Inc.
Unaudited Condensed Consolidating Statements of Operations
For the Periods from February 1 - 28, 2014 and November 14, 2012 through February 28, 2014

	OSG Bulk Ships, Inc.						1372 Tanker Corporation
(000s)	February 1 - 28, 2014			November 14, 2012 - February 28, 2014			February 1 - 28, 2014			November 14, 2012 - February 28, 2014

Shipping Revenues:

Pool revenues	$	-		$	-		$	-		$	3,419
Time and bareboat charter revenues		-			-			-			-
Voyage charter revenues		-			-			1,756			12,714
		-			-			1,756			16,133
Operating Expenses:
Voyage expenses		-			-			1,336			8,471
Vessel expenses		5			416			198			4,127
Charter hire expenses		-			-			-			-
Depreciation and amortization		-			-			240			4,077
General and administrative		7			200			-			0
Goodwill and intangible assets impairment charge		-			-			-			-
(Gain)/loss on disposal of vessels, including impairments		-			(4	)		-			-
Total Operating Expenses		12			612			1,775			16,676
Income/(loss) from Vessel Operations		(12	)		(612	)		(19	)		(542	)
Equity in Income/(loss) of Affiliated Companies		-			-			-			-
Operating Income/(loss)		(12	)		(612	)		(19	)		(542	)
Other Income/(expense)		(195	)		(2,909	)		(1	)		(12	)
Income/(loss) before Interest Expense and Income Taxes		(207	)		(3,520	)		(19	)		(554	)
Interest Expense		-			0			(1	)		(17	)
Income/(loss) before Reorganization Items and Income Taxes		(207	)		(3,520	)		(20	)		(570	)
Reorganization Items, net		-			-			8			279
Income/(loss) before Income Taxes		(207	)		(3,520	)		(28	)		(850	)
Income Tax (Benefit)/Provision		4			1,026			-			-
Net Income/(Loss)	$	(211	)	$	(4,546	)	$	(28	)	$	(850	)

Preliminary and Unaudited

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

Page 38 of 168

Appendix C
Overseas Shipholding Group, Inc.
Unaudited Condensed Consolidating Statements of Operations
For the Periods from February 1 - 28, 2014 and November 14, 2012 through February 28, 2014

	Africa Tanker Corporation						Alcesmar Limited
(000s)	February 1 - 28, 2014			November 14, 2012 - February 28, 2014			February 1 - 28, 2014			November 14, 2012 - February 28, 2014

Shipping Revenues:

Pool revenues	$	-		$	-		$	299		$	6,236
Time and bareboat charter revenues		-			-			-			-
Voyage charter revenues		-			-			-			4
		-			-			299			6,240
Operating Expenses:
Voyage expenses		-			-			-			7
Vessel expenses		6			92			228			3,184
Charter hire expenses		-			-			-			-
Depreciation and amortization		-			-			76			1,960
General and administrative		-			313			-			0
Goodwill and intangible assets impairment charge		-			-			-			-
(Gain)/loss on disposal of vessels, including impairments		-			-			-			18,737
Total Operating Expenses		6			405			304			23,888
Income/(loss) from Vessel Operations		(6	)		(405	)		(5	)		(17,648	)
Equity in Income/(loss) of Affiliated Companies		2,235			37,948			-			-
Operating Income/(loss)		2,229			37,543			(5	)		(17,648	)
Other Income/(expense)		-			-			-			-
Income/(loss) before Interest Expense and Income Taxes		2,229			37,543			(5	)		(17,648	)
Interest Expense		-			-			-			(8	)
Income/(loss) before Reorganization Items and Income Taxes		2,229			37,543			(5	)		(17,656	)
Reorganization Items, net		-			-			8			110
Income/(loss) before Income Taxes		2,229			37,543			(13	)		(17,766	)
Income Tax (Benefit)/Provision		-			-			-			-
Net Income/(Loss)	$	2,229		$	37,543		$	(13	)	$	(17,766	)

Preliminary and Unaudited

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

Page 39 of 168

Appendix C
Overseas Shipholding Group, Inc.
Unaudited Condensed Consolidating Statements of Operations
For the Periods from February 1 - 28, 2014 and November 14, 2012 through February 28, 2014

	Alcmar Limited						Alpha Suezmax Corporation
(000s)	February 1 - 28, 2014			November 14, 2012 - February 28, 2014			February 1 - 28, 2014			November 14, 2012 - February 28, 2014

Shipping Revenues:

Pool revenues	$	289		$	6,385		$	-		$	(158	)
Time and bareboat charter revenues		-			0			-			1,276
Voyage charter revenues		-			3			-			14
		289			6,388			-			1,132
Operating Expenses:
Voyage expenses		-			(30	)		-			255
Vessel expenses		366			3,572			(4	)		409
Charter hire expenses		-			-			-			1,580
Depreciation and amortization		78			1,621			-			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		444			23,520			(4	)		2,378
Income/(loss) from Vessel Operations		(156	)		(17,132	)		4			(1,246	)
Equity in Income/(loss) of Affiliated Companies		-			-			-			-
Operating Income/(loss)		(156	)		(17,132	)		4			(1,246	)
Other Income/(expense)		-			-			-			-
Income/(loss) before Interest Expense and Income Taxes		(156	)		(17,132	)		4			(1,246	)
Interest Expense		-			(8	)		-			-
Income/(loss) before Reorganization Items and Income Taxes		(156	)		(17,140	)		4			(1,246	)
Reorganization Items, net		8			110			-			15,492
Income/(loss) before Income Taxes		(163	)		(17,250	)		4			(16,738	)
Income Tax (Benefit)/Provision		-			-			-			-
Net Income/(Loss)	$	(163	)	$	(17,250	)	$	4		$	(16,738	)

Preliminary and Unaudited

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

Page 40 of 168

Appendix C
Overseas Shipholding Group, Inc.
Unaudited Condensed Consolidating Statements of Operations
For the Periods from February 1 - 28, 2014 and November 14, 2012 through February 28, 2014

	Alpha Tanker Corporation					Amalia Product Corporation
(000s)	February 1 - 28, 2014		November 14, 2012 - February 28, 2014			February 1 - 28, 2014			November 14, 2012 - February 28, 2014

Shipping Revenues:

Pool revenues	$	-	$	(2	)	$	20		$	7,669
Time and bareboat charter revenues		-		-			396			621
Voyage charter revenues		-		-			-			13
		-		(2	)		415			8,304
Operating Expenses:
Voyage expenses		-		-			7			(249	)
Vessel expenses		-		-			201			3,063
Charter hire expenses		-		131			-			-
Depreciation and amortization		-		-			232			4,666
General and administrative		-		-			-			0
Goodwill and intangible assets impairment charge		-		-			-			-
(Gain)/loss on disposal of vessels, including impairments		-		-			-			-
Total Operating Expenses		-		131			441			7,482
Income/(loss) from Vessel Operations		-		(133	)		(26	)		823
Equity in Income/(loss) of Affiliated Companies		-		-			-			-
Operating Income/(loss)		-		(133	)		(26	)		823
Other Income/(expense)		-		-			-			-
Income/(loss) before Interest Expense and Income Taxes		-		(133	)		(26	)		823
Interest Expense		-		-			-			-
Income/(loss) before Reorganization Items and Income Taxes		-		(133	)		(26	)		823
Reorganization Items, net		-		-			-			-
Income/(loss) before Income Taxes		-		(133	)		(26	)		823
Income Tax (Benefit)/Provision		-		-			-			-
Net Income/(Loss)	$	-	$	(133	)	$	(26	)	$	823

Preliminary and Unaudited

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

Page 41 of 168

Appendix C
Overseas Shipholding Group, Inc.
Unaudited Condensed Consolidating Statements of Operations
For the Periods from February 1 - 28, 2014 and November 14, 2012 through February 28, 2014

	Ambermar Product Carrier Corporation						Ambermar Tanker Corporation
(000s)	February 1 - 28, 2014			November 14, 2012 - February 28, 2014			February 1 - 28, 2014			November 14, 2012 - February 28, 2014

Shipping Revenues:

Pool revenues	$	-		$	-		$	-		$	-
Time and bareboat charter revenues		40			2,443			-			-
Voyage charter revenues		575			8,946			-			-
		616			11,389			-			-
Operating Expenses:
Voyage expenses		301			4,170			-			(4	)
Vessel expenses		415			3,389			(1	)		12
Charter hire expenses		-			-			-			-
Depreciation and amortization		74			1,372			-			-
General and administrative		-			0			0			0
Goodwill and intangible assets impairment charge		-			-			-			-
(Gain)/loss on disposal of vessels, including impairments		-			15,735			-			-
Total Operating Expenses		791			24,666			(1	)		8
Income/(loss) from Vessel Operations		(175	)		(13,278	)		1			(8	)
Equity in Income/(loss) of Affiliated Companies		-			-			-			-
Operating Income/(loss)		(175	)		(13,278	)		1			(8	)
Other Income/(expense)		-			-			-			-
Income/(loss) before Interest Expense and Income Taxes		(175	)		(13,278	)		1			(8	)
Interest Expense		-			-			-			-
Income/(loss) before Reorganization Items and Income Taxes		(175	)		(13,278	)		1			(8	)
Reorganization Items, net		-			-			-			-
Income/(loss) before Income Taxes		(175	)		(13,278	)		1			(8	)
Income Tax (Benefit)/Provision		-			-			-			-
Net Income/(Loss)	$	(175	)	$	(13,278	)	$	1		$	(8	)

Preliminary and Unaudited

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

Page 42 of 168

Appendix C
Overseas Shipholding Group, Inc.
Unaudited Condensed Consolidating Statements of Operations
For the Periods from February 1 - 28, 2014 and November 14, 2012 through February 28, 2014

	Andromar Limited						Antigmar Limited
(000s)	February 1 - 28, 2014			November 14, 2012 - February 28, 2014			February 1 - 28, 2014			November 14, 2012 - February 28, 2014

Shipping Revenues:

Pool revenues	$	195		$	6,630		$	313		$	6,726
Time and bareboat charter revenues		-			-			-			-
Voyage charter revenues		(324	)		(329	)		-			51
		(129	)		6,301			313			6,777
Operating Expenses:
Voyage expenses		-			(0	)		-			73
Vessel expenses		210			2,859			253			3,027
Charter hire expenses		-			-			-			-
Depreciation and amortization		95			1,694			81			1,483
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		305			23,760			333			23,489
Income/(loss) from Vessel Operations		(434	)		(17,459	)		(20	)		(16,711	)
Equity in Income/(loss) of Affiliated Companies		-			-			-			-
Operating Income/(loss)		(434	)		(17,459	)		(20	)		(16,711	)
Other Income/(expense)		-			-			-			-
Income/(loss) before Interest Expense and Income Taxes		(434	)		(17,459	)		(20	)		(16,711	)
Interest Expense		-			(8	)		-			(8	)
Income/(loss) before Reorganization Items and Income Taxes		(434	)		(17,467	)		(20	)		(16,719	)
Reorganization Items, net		8			110			8			110
Income/(loss) before Income Taxes		(441	)		(17,577	)		(27	)		(16,829	)
Income Tax (Benefit)/Provision		-			-			-			-
Net Income/(Loss)	$	(441	)	$	(17,577	)	$	(27	)	$	(16,829	)

Preliminary and Unaudited

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

Page 43 of 168

Appendix C
Overseas Shipholding Group, Inc.
Unaudited Condensed Consolidating Statements of Operations
For the Periods from February 1 - 28, 2014 and November 14, 2012 through February 28, 2014

	Aqua Tanker Corporation					Aquarius Tanker Corporation
(000s)	February 1 - 28, 2014		November 14, 2012 - February 28, 2014			February 1 - 28, 2014			November 14, 2012 - February 28, 2014

Shipping Revenues:

Pool revenues	$	0	$	(7	)	$	-		$	-
Time and bareboat charter revenues		-		-			-			-
Voyage charter revenues		-		-			-			4,599
		0		(7	)		-			4,599
Operating Expenses:
Voyage expenses		-		-			1			2,695
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			4,628
Income/(loss) from Vessel Operations		0		193			(1	)		(28	)
Equity in Income/(loss) of Affiliated Companies		-		-			-			-
Operating Income/(loss)		0		193			(1	)		(28	)
Other Income/(expense)		-		-			-			-
Income/(loss) before Interest Expense and Income Taxes		0		193			(1	)		(28	)
Interest Expense		-		-			-			-
Income/(loss) before Reorganization Items and Income Taxes		0		193			(1	)		(28	)
Reorganization Items, net		-		-			-			2,343
Income/(loss) before Income Taxes		0		193			(1	)		(2,372	)
Income Tax (Benefit)/Provision		-		-			-			-
Net Income/(Loss)	$	0	$	193		$	(1	)	$	(2,372	)

Preliminary and Unaudited

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

Page 44 of 168

Appendix C
Overseas Shipholding Group, Inc.
Unaudited Condensed Consolidating Statements of Operations
For the Periods from February 1 - 28, 2014 and November 14, 2012 through February 28, 2014

	Ariadmar Limited					Aspro Tanker Corporation
(000s)	February 1 - 28, 2014		November 14, 2012 - February 28, 2014			February 1 - 28, 2014		November 14, 2012 - February 28, 2014

Shipping Revenues:

Pool revenues	$	295	$	6,628		$	-	$	(3	)
Time and bareboat charter revenues		-		-			-		-
Voyage charter revenues		-		-			-		-
		295		6,628			-		(3	)
Operating Expenses:
Voyage expenses		-		26			-		-
Vessel expenses		175		2,825			-		-
Charter hire expenses		-		-			-		57
Depreciation and amortization		97		1,744			-		-
General and administrative		-		0			-		-
Goodwill and intangible assets impairment charge		-		-			-		-
(Gain)/loss on disposal of vessels, including impairments		-		19,082			-		-
Total Operating Expenses		273		23,678			-		57
Income/(loss) from Vessel Operations		22		(17,050	)		-		(60	)
Equity in Income/(loss) of Affiliated Companies		-		-			-		-
Operating Income/(loss)		22		(17,050	)		-		(60	)
Other Income/(expense)		-		-			-		-
Income/(loss) before Interest Expense and Income Taxes		22		(17,050	)		-		(60	)
Interest Expense		-		(8	)		-		-
Income/(loss) before Reorganization Items and Income Taxes		22		(17,058	)		-		(60	)
Reorganization Items, net		8		110			-		-
Income/(loss) before Income Taxes		14		(17,168	)		-		(60	)
Income Tax (Benefit)/Provision		-		-			-		-
Net Income/(Loss)	$	14	$	(17,168	)	$	-	$	(60	)

Preliminary and Unaudited

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

Page 45 of 168

Appendix C
Overseas Shipholding Group, Inc.
Unaudited Condensed Consolidating Statements of Operations
For the Periods from February 1 - 28, 2014 and November 14, 2012 through February 28, 2014

	Atalmar Limited					Athens Product Tanker Corporation
(000s)	February 1 - 28, 2014		November 14, 2012 - February 28, 2014			February 1 - 28, 2014			November 14, 2012 - February 28, 2014

Shipping Revenues:

Pool revenues	$	-	$	-		$	-		$	-
Time and bareboat charter revenues		-		-			-			-
Voyage charter revenues		750		15,874			673			16,384
		750		15,874			673			16,384
Operating Expenses:
Voyage expenses		447		9,167			598			8,035
Vessel expenses		191		2,853			166			2,442
Charter hire expenses		-		-			-			-
Depreciation and amortization		92		1,652			123			2,074
General and administrative		-		0			-			0
Goodwill and intangible assets impairment charge		-		-			-			-
(Gain)/loss on disposal of vessels, including impairments		-		18,960			-			-
Total Operating Expenses		730		32,633			886			12,551
Income/(loss) from Vessel Operations		20		(16,758	)		(214	)		3,833
Equity in Income/(loss) of Affiliated Companies		-		-			-			-
Operating Income/(loss)		20		(16,758	)		(214	)		3,833
Other Income/(expense)		-		-			-			-
Income/(loss) before Interest Expense and Income Taxes		20		(16,758	)		(214	)		3,833
Interest Expense		-		-			-			-
Income/(loss) before Reorganization Items and Income Taxes		20		(16,758	)		(214	)		3,833
Reorganization Items, net		-		-			-			-
Income/(loss) before Income Taxes		20		(16,758	)		(214	)		3,833
Income Tax (Benefit)/Provision		-		-			-			-
Net Income/(Loss)	$	20	$	(16,758	)	$	(214	)	$	3,833

Preliminary and Unaudited

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

Page 46 of 168

Appendix C
Overseas Shipholding Group, Inc.
Unaudited Condensed Consolidating Statements of Operations
For the Periods from February 1 - 28, 2014 and November 14, 2012 through February 28, 2014

	Atlas Chartering Corporation						Aurora Shipping Corporation
(000s)	February 1 - 28, 2014			November 14, 2012 - February 28, 2014			February 1 - 28, 2014		November 14, 2012 - February 28, 2014

Shipping Revenues:

Pool revenues	$	-		$	-		$	-	$	3,464
Time and bareboat charter revenues		-			-			-		2,808
Voyage charter revenues		-			3,975			2,640		2,640
		-			3,975			2,640		8,912
Operating Expenses:
Voyage expenses		5			2,058			1,448		1,984
Vessel expenses		-			9			340		5,782
Charter hire expenses		-			1,982			-		-
Depreciation and amortization		-			-			226		3,675
General and administrative		-			-			-		0
Goodwill and intangible assets impairment charge		-			-			-		-
(Gain)/loss on disposal of vessels, including impairments		-			-			-		-
Total Operating Expenses		5			4,050			2,014		11,441
Income/(loss) from Vessel Operations		(5	)		(75	)		627		(2,529	)
Equity in Income/(loss) of Affiliated Companies		-			-			-		-
Operating Income/(loss)		(5	)		(75	)		627		(2,529	)
Other Income/(expense)		-			-			-		-
Income/(loss) before Interest Expense and Income Taxes		(5	)		(75	)		627		(2,529	)
Interest Expense		-			-			-		-
Income/(loss) before Reorganization Items and Income Taxes		(5	)		(75	)		627		(2,529	)
Reorganization Items, net		-			4,376			-		-
Income/(loss) before Income Taxes		(5	)		(4,451	)		627		(2,529	)
Income Tax (Benefit)/Provision		-			-			-		-
Net Income/(Loss)	$	(5	)	$	(4,451	)	$	627	$	(2,529	)

Preliminary and Unaudited

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

Page 47 of 168

Appendix C
Overseas Shipholding Group, Inc.
Unaudited Condensed Consolidating Statements of Operations
For the Periods from February 1 - 28, 2014 and November 14, 2012 through February 28, 2014

	Avila Tanker Corporation					Batangas Tanker Corporation
(000s)	February 1 - 28, 2014		November 14, 2012 - February 28, 2014			February 1 - 28, 2014		November 14, 2012 - February 28, 2014

Shipping Revenues:

Pool revenues	$	-	$	(3	)	$	-	$	-
Time and bareboat charter revenues		-		-			-		-
Voyage charter revenues		-		-			1,916		12,302
		-		(3	)		1,916		12,302
Operating Expenses:
Voyage expenses		-		-			946		7,498
Vessel expenses		-		-			207		1,591
Charter hire expenses		-		(81	)		-		-
Depreciation and amortization		-		-			216		1,653
General and administrative		-		-			-		-
Goodwill and intangible assets impairment charge		-		-			-		-
(Gain)/loss on disposal of vessels, including impairments		-		-			-		-
Total Operating Expenses		-		(81	)		1,370		10,743
Income/(loss) from Vessel Operations		-		78			546		1,560
Equity in Income/(loss) of Affiliated Companies		-		-			-		-
Operating Income/(loss)		-		78			546		1,560
Other Income/(expense)		-		-			-		-
Income/(loss) before Interest Expense and Income Taxes		-		78			546		1,560
Interest Expense		-		-			-		-
Income/(loss) before Reorganization Items and Income Taxes		-		78			546		1,560
Reorganization Items, net		-		-			-		-
Income/(loss) before Income Taxes		-		78			546		1,560
Income Tax (Benefit)/Provision		-		-			-		-
Net Income/(Loss)	$	-	$	78		$	546	$	1,560

Preliminary and Unaudited

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

Page 48 of 168

Appendix C
Overseas Shipholding Group, Inc.
Unaudited Condensed Consolidating Statements of Operations
For the Periods from February 1 - 28, 2014 and November 14, 2012 through February 28, 2014

	Beta Aframax Corporation					Brooklyn Product Tanker Corporation
(000s)	February 1 - 28, 2014		November 14, 2012 - February 28, 2014			February 1 - 28, 2014			November 14, 2012 - February 28, 2014

Shipping Revenues:

Pool revenues	$	0	$	(13	)	$	-		$	-
Time and bareboat charter revenues		-		1,708			-			-
Voyage charter revenues		-		-			-			22
		0		1,695			-			22
Operating Expenses:
Voyage expenses		-		-			-			(68	)
Vessel expenses		0		582			0			63
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		2,322			0			(25	)
Income/(loss) from Vessel Operations		0		(628	)		(0	)		47
Equity in Income/(loss) of Affiliated Companies		-		-			-			-
Operating Income/(loss)		0		(628	)		(0	)		47
Other Income/(expense)		-		-			-			-
Income/(loss) before Interest Expense and Income Taxes		0		(628	)		(0	)		47
Interest Expense		-		-			-			-
Income/(loss) before Reorganization Items and Income Taxes		0		(628	)		(0	)		47
Reorganization Items, net		-		31,960			-			-
Income/(loss) before Income Taxes		0		(32,588	)		(0	)		47
Income Tax (Benefit)/Provision		-		-			-			-
Net Income/(Loss)	$	0	$	(32,588	)	$	(0	)	$	47

Preliminary and Unaudited

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

Page 49 of 168

Appendix C
Overseas Shipholding Group, Inc.
Unaudited Condensed Consolidating Statements of Operations
For the Periods from February 1 - 28, 2014 and November 14, 2012 through February 28, 2014

	Cabo Hellas Limited						Cabo Sounion Limited
(000s)	February 1 - 28, 2014			November 14, 2012 - February 28, 2014			February 1 - 28, 2014		November 14, 2012 - February 28, 2014

Shipping Revenues:

Pool revenues	$	-		$	-		$	-	$	-
Time and bareboat charter revenues		371			5,383			371		5,567
Voyage charter revenues		-			11			-		14
		371			5,393			371		5,580
Operating Expenses:
Voyage expenses		9			149			9		148
Vessel expenses		258			3,310			179		3,314
Charter hire expenses		-			-			-		-
Depreciation and amortization		142			2,981			147		3,142
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		409			23,612			336		24,608
Income/(loss) from Vessel Operations		(38	)		(18,219	)		35		(19,028	)
Equity in Income/(loss) of Affiliated Companies		-			-			-		-
Operating Income/(loss)		(38	)		(18,219	)		35		(19,028	)
Other Income/(expense)		-			-			-		-
Income/(loss) before Interest Expense and Income Taxes		(38	)		(18,219	)		35		(19,028	)
Interest Expense		-			-			-		-
Income/(loss) before Reorganization Items and Income Taxes		(38	)		(18,219	)		35		(19,028	)
Reorganization Items, net		-			-			-		-
Income/(loss) before Income Taxes		(38	)		(18,219	)		35		(19,028	)
Income Tax (Benefit)/Provision		-			-			-		-
Net Income/(Loss)	$	(38	)	$	(18,219	)	$	35	$	(19,028	)

Preliminary and Unaudited

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

Page 50 of 168

Appendix C
Overseas Shipholding Group, Inc.
Unaudited Condensed Consolidating Statements of Operations
For the Periods from February 1 - 28, 2014 and November 14, 2012 through February 28, 2014

	Caribbean Tanker Corporation					Carina Tanker Corporation
(000s)	February 1 - 28, 2014		November 14, 2012 - February 28, 2014			February 1 - 28, 2014			November 14, 2012 - February 28, 2014

Shipping Revenues:

Pool revenues	$	-	$	(4	)	$	-		$	-
Time and bareboat charter revenues		-		-			-			-
Voyage charter revenues		917		14,251			(24	)		4,753
		917		14,247			(24	)		4,753
Operating Expenses:
Voyage expenses		252		7,148			(0	)		2,105
Vessel expenses		199		4,942			(1	)		14
Charter hire expenses		-		-			-			2,146
Depreciation and amortization		50		1,145			-			-
General and administrative		-		0			-			-
Goodwill and intangible assets impairment charge		-		-			-			-
(Gain)/loss on disposal of vessels, including impairments		-		17,385			-			-
Total Operating Expenses		501		30,620			(1	)		4,265
Income/(loss) from Vessel Operations		415		(16,373	)		(23	)		488
Equity in Income/(loss) of Affiliated Companies		-		-			-			-
Operating Income/(loss)		415		(16,373	)		(23	)		488
Other Income/(expense)		-		-			-			-
Income/(loss) before Interest Expense and Income Taxes		415		(16,373	)		(23	)		488
Interest Expense		-		-			-			-
Income/(loss) before Reorganization Items and Income Taxes		415		(16,373	)		(23	)		488
Reorganization Items, net		-		-			-			4,102
Income/(loss) before Income Taxes		415		(16,373	)		(23	)		(3,614	)
Income Tax (Benefit)/Provision		-		-			-			-
Net Income/(Loss)	$	415	$	(16,373	)	$	(23	)	$	(3,614	)

Preliminary and Unaudited

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

Page 51 of 168

Appendix C
Overseas Shipholding Group, Inc.
Unaudited Condensed Consolidating Statements of Operations
For the Periods from February 1 - 28, 2014 and November 14, 2012 through February 28, 2014

	Carl Product Corporation						Concept Tanker Corporation
(000s)	February 1 - 28, 2014			November 14, 2012 - February 28, 2014			February 1 - 28, 2014			November 14, 2012 - February 28, 2014

Shipping Revenues:

Pool revenues	$	(1	)	$	(36	)	$	338		$	6,922
Time and bareboat charter revenues		375			6,039			-			-
Voyage charter revenues		-			10			4			-
		374			6,013			342			6,922
Operating Expenses:
Voyage expenses		9			(228	)		-			21
Vessel expenses		253			2,805			4			75
Charter hire expenses		-			-			364			6,472
Depreciation and amortization		233			4,591			-			-
General and administrative		-			0			-			-
Goodwill and intangible assets impairment charge		-			-			-			-
(Gain)/loss on disposal of vessels, including impairments		-			-			-			-
Total Operating Expenses		495			7,169			368			6,568
Income/(loss) from Vessel Operations		(121	)		(1,156	)		(26	)		354
Equity in Income/(loss) of Affiliated Companies		-			-			-			-
Operating Income/(loss)		(121	)		(1,156	)		(26	)		354
Other Income/(expense)		-			-			-			-
Income/(loss) before Interest Expense and Income Taxes		(121	)		(1,156	)		(26	)		354
Interest Expense		-			-			-			-
Income/(loss) before Reorganization Items and Income Taxes		(121	)		(1,156	)		(26	)		354
Reorganization Items, net		-			-			-			1,943
Income/(loss) before Income Taxes		(121	)		(1,156	)		(26	)		(1,589	)
Income Tax (Benefit)/Provision		-			-			-			-
Net Income/(Loss)	$	(121	)	$	(1,156	)	$	(26	)	$	(1,589	)

Preliminary and Unaudited

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

Page 52 of 168

Appendix C
Overseas Shipholding Group, Inc.
Unaudited Condensed Consolidating Statements of Operations
For the Periods from February 1 - 28, 2014 and November 14, 2012 through February 28, 2014

	Crown Tanker Corporation				Delphina Tanker Corporation
(000s)	February 1 - 28, 2014		November 14, 2012 - February 28, 2014		February 1 - 28, 2014		November 14, 2012 - February 28, 2014

Shipping Revenues:

Pool revenues	$	-	$	39	$	-	$	-
Time and bareboat charter revenues		-		-		-		-
Voyage charter revenues		-		-		-		-
		-		39		-		-
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		-		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 53 of 168

Appendix C
Overseas Shipholding Group, Inc.
Unaudited Condensed Consolidating Statements of Operations
For the Periods from February 1 - 28, 2014 and November 14, 2012 through February 28, 2014

	Delta Aframax Corporation						DHT Ania Aframax Corp.
(000s)	February 1 - 28, 2014			November 14, 2012 - February 28, 2014			February 1 - 28, 2014		November 14, 2012 - February 28, 2014

Shipping Revenues:

Pool revenues	$	0		$	(76	)	$	-	$	(4	)
Time and bareboat charter revenues		137			6,163			-		-
Voyage charter revenues		711			711			-		-
		848			6,798			-		(4	)
Operating Expenses:
Voyage expenses		636			685			-		-
Vessel expenses		176			3,858			-		-
Charter hire expenses		-			-			-		-
Depreciation and amortization		121			2,967			-		-
General and administrative		-			0			-		-
Goodwill and intangible assets impairment charge		-			-			-		-
(Gain)/loss on disposal of vessels, including impairments		-			24,359			-		-
Total Operating Expenses		934			31,869			-		-
Income/(loss) from Vessel Operations		(85	)		(25,071	)		-		(4	)
Equity in Income/(loss) of Affiliated Companies		-			-			-		-
Operating Income/(loss)		(85	)		(25,071	)		-		(4	)
Other Income/(expense)		-			-			-		-
Income/(loss) before Interest Expense and Income Taxes		(85	)		(25,071	)		-		(4	)
Interest Expense		(14	)		(34	)		-		-
Income/(loss) before Reorganization Items and Income Taxes		(100	)		(25,105	)		-		(4	)
Reorganization Items, net		14			378			-		(12	)
Income/(loss) before Income Taxes		(113	)		(25,483	)		-		8
Income Tax (Benefit)/Provision		-			-			-		-
Net Income/(Loss)	$	(113	)	$	(25,483	)	$	-	$	8

Preliminary and Unaudited

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

Page 54 of 168

Appendix C
Overseas Shipholding Group, Inc.
Unaudited Condensed Consolidating Statements of Operations
For the Periods from February 1 - 28, 2014 and November 14, 2012 through February 28, 2014

	DHT Ann VLCC Corp.					DHT Cathy Aframax Corp.
(000s)	February 1 - 28, 2014		November 14, 2012 - February 28, 2014			February 1 - 28, 2014			November 14, 2012 - February 28, 2014

Shipping Revenues:

Pool revenues	$	-	$	587		$	1		$	213
Time and bareboat charter revenues		-		-			-			-
Voyage charter revenues		-		-			-			-
		-		587			1			213
Operating Expenses:
Voyage expenses		-		101			-			24
Vessel expenses		-		3			(15	)		(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			(15	)		984
Income/(loss) from Vessel Operations		-		(1,133	)		16			(770	)
Equity in Income/(loss) of Affiliated Companies		-		-			-			-
Operating Income/(loss)		-		(1,133	)		16			(770	)
Other Income/(expense)		-		-			-			-
Income/(loss) before Interest Expense and Income Taxes		-		(1,133	)		16			(770	)
Interest Expense		-		-			-			-
Income/(loss) before Reorganization Items and Income Taxes		-		(1,133	)		16			(770	)
Reorganization Items, net		-		(119	)		-			(12	)
Income/(loss) before Income Taxes		-		(1,014	)		16			(758	)
Income Tax (Benefit)/Provision		-		-			-			-
Net Income/(Loss)	$	-	$	(1,014	)	$	16		$	(758	)

Preliminary and Unaudited

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

Page 55 of 168

Appendix C
Overseas Shipholding Group, Inc.
Unaudited Condensed Consolidating Statements of Operations
For the Periods from February 1 - 28, 2014 and November 14, 2012 through February 28, 2014

	DHT Chris VLCC Corp.					DHT Rebecca Aframax Corp.
(000s)	February 1 - 28, 2014		November 14, 2012 - February 28, 2014			February 1 - 28, 2014		November 14, 2012 - February 28, 2014

Shipping Revenues:

Pool revenues	$	-	$	43		$	-	$	(5	)
Time and bareboat charter revenues		-		-			-		-
Voyage charter revenues		-		-			-		-
		-		43			-		(5	)
Operating Expenses:
Voyage expenses		-		(0	)		-		-
Vessel expenses		-		(5	)		-		(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		-		(5	)		-		(0	)
Income/(loss) from Vessel Operations		-		48			-		(4	)
Equity in Income/(loss) of Affiliated Companies		-		-			-		-
Operating Income/(loss)		-		48			-		(4	)
Other Income/(expense)		-		-			-		-
Income/(loss) before Interest Expense and Income Taxes		-		48			-		(4	)
Interest Expense		-		-			-		-
Income/(loss) before Reorganization Items and Income Taxes		-		48			-		(4	)
Reorganization Items, net		-		144			-		-
Income/(loss) before Income Taxes		-		(96	)		-		(4	)
Income Tax (Benefit)/Provision		-		-			-		-
Net Income/(Loss)	$	-	$	(96	)	$	-	$	(4	)

Preliminary and Unaudited

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

Page 56 of 168

Appendix C
Overseas Shipholding Group, Inc.
Unaudited Condensed Consolidating Statements of Operations
For the Periods from February 1 - 28, 2014 and November 14, 2012 through February 28, 2014

	DHT Regal Unity VLCC Corp.					DHT Sophie Aframax Corp.
(000s)	February 1 - 28, 2014		November 14, 2012 - February 28, 2014			February 1 - 28, 2014		November 14, 2012 - February 28, 2014

Shipping Revenues:

Pool revenues	$	-	$	(22	)	$	0	$	(89	)
Time and bareboat charter revenues		-		-			-		-
Voyage charter revenues		-		-			-		-
		-		(22	)		0		(89	)
Operating Expenses:
Voyage expenses		-		-			-		(3	)
Vessel expenses		-		-			-		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		-		-			-		13
Income/(loss) from Vessel Operations		-		(22	)		0		(102	)
Equity in Income/(loss) of Affiliated Companies		-		-			-		-
Operating Income/(loss)		-		(22	)		0		(102	)
Other Income/(expense)		-		-			-		-
Income/(loss) before Interest Expense and Income Taxes		-		(22	)		0		(102	)
Interest Expense		-		-			-		-
Income/(loss) before Reorganization Items and Income Taxes		-		(22	)		0		(102	)
Reorganization Items, net		-		258			-		17
Income/(loss) before Income Taxes		-		(280	)		0		(119	)
Income Tax (Benefit)/Provision		-		-			-		-
Net Income/(Loss)	$	-	$	(280	)	$	0	$	(119	)

Preliminary and Unaudited

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

Page 57 of 168

Appendix C
Overseas Shipholding Group, Inc.
Unaudited Condensed Consolidating Statements of Operations
For the Periods from February 1 - 28, 2014 and November 14, 2012 through February 28, 2014

	Dignity Chartering Corporation						Edindun Shipping Corporation
(000s)	February 1 - 28, 2014			November 14, 2012 - February 28, 2014			February 1 - 28, 2014		November 14, 2012 - February 28, 2014

Shipping Revenues:

Pool revenues	$	-		$	311		$	-	$	-
Time and bareboat charter revenues		-			-			-		-
Voyage charter revenues		-			(14	)		-		-
		-			297			-		-
Operating Expenses:
Voyage expenses		-			18			-		-
Vessel expenses		(1	)		355			-		-
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	)		1,499			-		-
Income/(loss) from Vessel Operations		1			(1,202	)		-		-
Equity in Income/(loss) of Affiliated Companies		-			-			-		-
Operating Income/(loss)		1			(1,202	)		-		-
Other Income/(expense)		-			-			-		-
Income/(loss) before Interest Expense and Income Taxes		1			(1,202	)		-		-
Interest Expense		-			-			-		-
Income/(loss) before Reorganization Items and Income Taxes		1			(1,202	)		-		-
Reorganization Items, net		-			34,442			-		-
Income/(loss) before Income Taxes		1			(35,644	)		-		-
Income Tax (Benefit)/Provision		-			-			-		-
Net Income/(Loss)	$	1		$	(35,644	)	$	-	$	-

Preliminary and Unaudited

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

Page 58 of 168

Appendix C
Overseas Shipholding Group, Inc.
Unaudited Condensed Consolidating Statements of Operations
For the Periods from February 1 - 28, 2014 and November 14, 2012 through February 28, 2014

	Eighth Aframax Tanker Corporation				Epsilon Aframax Corporation
(000s)	February 1 - 28, 2014		November 14, 2012 - February 28, 2014		February 1 - 28, 2014			November 14, 2012 - February 28, 2014

Shipping Revenues:

Pool revenues	$	-	$	2,012	$	-		$	1,947
Time and bareboat charter revenues		-		-		-			-
Voyage charter revenues		1,724		12,040		1,452			10,167
		1,724		14,052		1,452			12,114
Operating Expenses:
Voyage expenses		851		7,494		716			6,484
Vessel expenses		246		3,642		278			3,420
Charter hire expenses		-		-		-			-
Depreciation and amortization		129		2,126		117			2,932
General and administrative		-		0		-			0
Goodwill and intangible assets impairment charge		-		-		-			-
(Gain)/loss on disposal of vessels, including impairments		-		-		-			24,905
Total Operating Expenses		1,225		13,263		1,111			37,742
Income/(loss) from Vessel Operations		499		789		340			(25,628	)
Equity in Income/(loss) of Affiliated Companies		-		-		-			-
Operating Income/(loss)		499		789		340			(25,628	)
Other Income/(expense)		-		-		(2	)		(17	)
Income/(loss) before Interest Expense and Income Taxes		499		789		338			(25,644	)
Interest Expense		-		-		(14	)		(29	)
Income/(loss) before Reorganization Items and Income Taxes		499		789		324			(25,673	)
Reorganization Items, net		-		-		14			377
Income/(loss) before Income Taxes		499		789		310			(26,050	)
Income Tax (Benefit)/Provision		-		-		-			-
Net Income/(Loss)	$	499	$	789	$	310		$	(26,050	)

Preliminary and Unaudited

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

Page 59 of 168

Appendix C
Overseas Shipholding Group, Inc.
Unaudited Condensed Consolidating Statements of Operations
For the Periods from February 1 - 28, 2014 and November 14, 2012 through February 28, 2014

	First Chemical Carrier Corporation				First LPG Tanker Corporation
(000s)	February 1 - 28, 2014		November 14, 2012 - February 28, 2014		February 1 - 28, 2014		November 14, 2012 - February 28, 2014

Shipping Revenues:

Pool revenues	$	-	$	-	$	-	$	-
Time and bareboat charter revenues		-		3,888		-		-
Voyage charter revenues		-		-		-		-
		-		3,888		-		-
Operating Expenses:
Voyage expenses		-		56		-		-
Vessel expenses		-		48		-		-
Charter hire expenses		-		2,976		-		-
Depreciation and amortization		-		-		-		-
General and administrative		-		-		-		-
Goodwill and intangible assets impairment charge		-		-		-		-
(Gain)/loss on disposal of vessels, including impairments		-		-		-		-
Total Operating Expenses		-		3,080		-		-
Income/(loss) from Vessel Operations		-		808		-		-
Equity in Income/(loss) of Affiliated Companies		-		-		-		-
Operating Income/(loss)		-		808		-		-
Other Income/(expense)		-		-		-		-
Income/(loss) before Interest Expense and Income Taxes		-		808		-		-
Interest Expense		-		-		-		-
Income/(loss) before Reorganization Items and Income Taxes		-		808		-		-
Reorganization Items, net		-		-		-		-
Income/(loss) before Income Taxes		-		808		-		-
Income Tax (Benefit)/Provision		-		-		-		-
Net Income/(Loss)	$	-	$	808	$	-	$	-

Preliminary and Unaudited

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

Page 60 of 168

Appendix C
Overseas Shipholding Group, Inc.
Unaudited Condensed Consolidating Statements of Operations
For the Periods from February 1 - 28, 2014 and November 14, 2012 through February 28, 2014

	First Union Tanker Corporation					Fourth Aframax Tanker Corporation
(000s)	February 1 - 28, 2014		November 14, 2012 - February 28, 2014			February 1 - 28, 2014			November 14, 2012 - February 28, 2014

Shipping Revenues:

Pool revenues	$	530	$	6,883		$	-		$	(3	)
Time and bareboat charter revenues		-		-			-			-
Voyage charter revenues		-		12			18			15,682
		530		6,895			18			15,678
Operating Expenses:
Voyage expenses		76		582			195			9,323
Vessel expenses		241		4,931			149			3,584
Charter hire expenses		-		-			-			-
Depreciation and amortization		155		2,752			64			1,447
General and administrative		-		0			-			0
Goodwill and intangible assets impairment charge		-		-			-			-
(Gain)/loss on disposal of vessels, including impairments		-		16,903			-			15,717
Total Operating Expenses		472		25,167			408			30,072
Income/(loss) from Vessel Operations		58		(18,272	)		(389	)		(14,393	)
Equity in Income/(loss) of Affiliated Companies		-		-			-			-
Operating Income/(loss)		58		(18,272	)		(389	)		(14,393	)
Other Income/(expense)		-		-			-			-
Income/(loss) before Interest Expense and Income Taxes		58		(18,272	)		(389	)		(14,393	)
Interest Expense		-		-			-			-
Income/(loss) before Reorganization Items and Income Taxes		58		(18,272	)		(389	)		(14,393	)
Reorganization Items, net		-		-			-			-
Income/(loss) before Income Taxes		58		(18,272	)		(389	)		(14,393	)
Income Tax (Benefit)/Provision		-		-			-			-
Net Income/(Loss)	$	58	$	(18,272	)	$	(389	)	$	(14,393	)

Preliminary and Unaudited

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

Page 61 of 168

Appendix C
Overseas Shipholding Group, Inc.
Unaudited Condensed Consolidating Statements of Operations
For the Periods from February 1 - 28, 2014 and November 14, 2012 through February 28, 2014

	Front President Inc.						Goldmar Limited
(000s)	February 1 - 28, 2014			November 14, 2012 - February 28, 2014			February 1 - 28, 2014		November 14, 2012 - February 28, 2014

Shipping Revenues:

Pool revenues	$	1,529		$	11,913		$	781	$	8,567
Time and bareboat charter revenues		-			-			-		-
Voyage charter revenues		-			-			-		1
		1,529			11,913			781		8,568
Operating Expenses:
Voyage expenses		11			502			-		10
Vessel expenses		178			3,928			175		3,189
Charter hire expenses		-			-			-		-
Depreciation and amortization		222			5,589			148		3,137
General and administrative		0			0			-		0
Goodwill and intangible assets impairment charge		-			-			-		-
(Gain)/loss on disposal of vessels, including impairments		-			(0	)		-		16,753
Total Operating Expenses		411			10,018			324		23,090
Income/(loss) from Vessel Operations		1,119			1,895			457		(14,521	)
Equity in Income/(loss) of Affiliated Companies		-			-			-		-
Operating Income/(loss)		1,119			1,895			457		(14,521	)
Other Income/(expense)		(2	)		(26	)		-		-
Income/(loss) before Interest Expense and Income Taxes		1,117			1,868			457		(14,521	)
Interest Expense		(27	)		(53	)		-		-
Income/(loss) before Reorganization Items and Income Taxes		1,090			1,815			457		(14,521	)
Reorganization Items, net		9			578			-		-
Income/(loss) before Income Taxes		1,081			1,237			457		(14,521	)
Income Tax (Benefit)/Provision		-			-			-		-
Net Income/(Loss)	$	1,081		$	1,237		$	457	$	(14,521	)

Preliminary and Unaudited

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

Page 62 of 168

Appendix C
Overseas Shipholding Group, Inc.
Unaudited Condensed Consolidating Statements of Operations
For the Periods from February 1 - 28, 2014 and November 14, 2012 through February 28, 2014

	GPC Aframax Corporation						Grace Chartering Corporation
(000s)	February 1 - 28, 2014			November 14, 2012 - February 28, 2014			February 1 - 28, 2014			November 14, 2012 - February 28, 2014

Shipping Revenues:

Pool revenues	$	1		$	895		$	(1	)	$	1,554
Time and bareboat charter revenues		-			-			-			-
Voyage charter revenues		-			-			-			-
		1			895			(1	)		1,554
Operating Expenses:
Voyage expenses		-			25			3			3
Vessel expenses		-			1,211			(0	)		8
Charter hire expenses		-			1,788			-			1,612
Depreciation and amortization		4			104			-			-
General and administrative		-			0			-			-
Goodwill and intangible assets impairment charge		-			-			-			-
(Gain)/loss on disposal of vessels, including impairments		-			-			-			-
Total Operating Expenses		4			3,128			2			1,623
Income/(loss) from Vessel Operations		(3	)		(2,232	)		(3	)		(69	)
Equity in Income/(loss) of Affiliated Companies		-			-			-			-
Operating Income/(loss)		(3	)		(2,232	)		(3	)		(69	)
Other Income/(expense)		-			-			-			-
Income/(loss) before Interest Expense and Income Taxes		(3	)		(2,232	)		(3	)		(69	)
Interest Expense		-			-			-			-
Income/(loss) before Reorganization Items and Income Taxes		(3	)		(2,232	)		(3	)		(69	)
Reorganization Items, net		-			21,847			-			881
Income/(loss) before Income Taxes		(3	)		(24,080	)		(3	)		(950	)
Income Tax (Benefit)/Provision		-			-			-			-
Net Income/(Loss)	$	(3	)	$	(24,080	)	$	(3	)	$	(950	)

Preliminary and Unaudited

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

Page 63 of 168

Appendix C
Overseas Shipholding Group, Inc.
Unaudited Condensed Consolidating Statements of Operations
For the Periods from February 1 - 28, 2014 and November 14, 2012 through February 28, 2014

	International Seaways, Inc.				Jademar Limited
(000s)	February 1 - 28, 2014		November 14, 2012 - February 28, 2014		February 1 - 28, 2014		November 14, 2012 - February 28, 2014

Shipping Revenues:

Pool revenues	$	0	$	14,653	$	804	$	8,664
Time and bareboat charter revenues		-		-		-		-
Voyage charter revenues		11,019		77,660		-		9
		11,020		92,313		804		8,672
Operating Expenses:
Voyage expenses		5,438		48,451		-		23
Vessel expenses		221		4,113		273		2,844
Charter hire expenses		1,900		34,559		-		-
Depreciation and amortization		89		447		146		3,198
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		7,648		87,572		419		23,794
Income/(loss) from Vessel Operations		3,371		4,741		385		(15,121	)
Equity in Income/(loss) of Affiliated Companies		-		-		-		-
Operating Income/(loss)		3,371		4,741		385		(15,121	)
Other Income/(expense)		-		2		-		-
Income/(loss) before Interest Expense and Income Taxes		3,371		4,743		385		(15,121	)
Interest Expense		-		-		-		-
Income/(loss) before Reorganization Items and Income Taxes		3,371		4,743		385		(15,121	)
Reorganization Items, net		-		-		-		-
Income/(loss) before Income Taxes		3,371		4,743		385		(15,121	)
Income Tax (Benefit)/Provision		-		-		-		-
Net Income/(Loss)	$	3,371	$	4,743	$	385	$	(15,121	)

Preliminary and Unaudited

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

Page 64 of 168

Appendix C
Overseas Shipholding Group, Inc.
Unaudited Condensed Consolidating Statements of Operations
For the Periods from February 1 - 28, 2014 and November 14, 2012 through February 28, 2014

	Joyce Car Carrier Corporation						Juneau Tanker Corporation
(000s)	February 1 - 28, 2014			November 14, 2012 - February 28, 2014			February 1 - 28, 2014		November 14, 2012 - February 28, 2014

Shipping Revenues:

Pool revenues	$	-		$	-		$	-	$	-
Time and bareboat charter revenues		-			(61	)		-		-
Voyage charter revenues		-			-			-		-
		-			(61	)		-		-
Operating Expenses:
Voyage expenses		-			11			-		-
Vessel expenses		(0	)		(9	)		-		-
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		(0	)		(107	)		-		-
Income/(loss) from Vessel Operations		0			46			-		-
Equity in Income/(loss) of Affiliated Companies		-			-			-		-
Operating Income/(loss)		0			46			-		-
Other Income/(expense)		-			-			-		-
Income/(loss) before Interest Expense and Income Taxes		0			46			-		-
Interest Expense		-			-			-		-
Income/(loss) before Reorganization Items and Income Taxes		0			46			-		-
Reorganization Items, net		-			-			-		-
Income/(loss) before Income Taxes		0			46			-		-
Income Tax (Benefit)/Provision		-			-			-		-
Net Income/(Loss)	$	0		$	46		$	-	$	-

Preliminary and Unaudited

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

Page 65 of 168

Appendix C
Overseas Shipholding Group, Inc.
Unaudited Condensed Consolidating Statements of Operations
For the Periods from February 1 - 28, 2014 and November 14, 2012 through February 28, 2014

	Kimolos Tanker Corporation						Kythnos Chartering Corporation
(000s)	February 1 - 28, 2014			November 14, 2012 - February 28, 2014			February 1 - 28, 2014			November 14, 2012 - February 28, 2014

Shipping Revenues:

Pool revenues	$	-		$	-		$	-		$	-
Time and bareboat charter revenues		-			-			-			-
Voyage charter revenues		659			14,225			708			14,771
		659			14,225			708			14,771
Operating Expenses:
Voyage expenses		448			8,072			432			7,702
Vessel expenses		154			2,884			239			2,737
Charter hire expenses		175			3,672			-			-
Depreciation and amortization		27			474			110			1,825
General and administrative		-			0			-			0
Goodwill and intangible assets impairment charge		-			-			-			-
(Gain)/loss on disposal of vessels, including impairments		-			-			-			-
Total Operating Expenses		805			15,102			781			12,265
Income/(loss) from Vessel Operations		(146	)		(877	)		(72	)		2,506
Equity in Income/(loss) of Affiliated Companies		-			-			-			-
Operating Income/(loss)		(146	)		(877	)		(72	)		2,506
Other Income/(expense)		-			-			-			8
Income/(loss) before Interest Expense and Income Taxes		(146	)		(877	)		(72	)		2,514
Interest Expense		-			-			-			-
Income/(loss) before Reorganization Items and Income Taxes		(146	)		(877	)		(72	)		2,514
Reorganization Items, net		-			14,130			-			-
Income/(loss) before Income Taxes		(146	)		(15,007	)		(72	)		2,514
Income Tax (Benefit)/Provision		-			-			-			-
Net Income/(Loss)	$	(146	)	$	(15,007	)	$	(72	)	$	2,514

Preliminary and Unaudited

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

Page 66 of 168

Appendix C
Overseas Shipholding Group, Inc.
Unaudited Condensed Consolidating Statements of Operations
For the Periods from February 1 - 28, 2014 and November 14, 2012 through February 28, 2014

	Leo Tanker Corporation						Leyte Product Tanker Corporation
(000s)	February 1 - 28, 2014			November 14, 2012 - February 28, 2014			February 1 - 28, 2014			November 14, 2012 - February 28, 2014

Shipping Revenues:

Pool revenues	$	-		$	-		$	836		$	6,183
Time and bareboat charter revenues		-			-			-			-
Voyage charter revenues		-			4,696			-			3,411
		-			4,696			836			9,595
Operating Expenses:
Voyage expenses		10			2,836			-			1,372
Vessel expenses		-			18			167			2,782
Charter hire expenses		-			2,213			-			-
Depreciation and amortization		-			-			131			2,742
General and administrative		-			-			-			0
Goodwill and intangible assets impairment charge		-			-			-			-
(Gain)/loss on disposal of vessels, including impairments		-			-			-			19,022
Total Operating Expenses		10			5,067			298			25,918
Income/(loss) from Vessel Operations		(10	)		(370	)		539			(16,324	)
Equity in Income/(loss) of Affiliated Companies		-			-			-			-
Operating Income/(loss)		(10	)		(370	)		539			(16,324	)
Other Income/(expense)		-			-			(0	)		(3	)
Income/(loss) before Interest Expense and Income Taxes		(10	)		(370	)		539			(16,327	)
Interest Expense		-			-			-			(9	)
Income/(loss) before Reorganization Items and Income Taxes		(10	)		(370	)		539			(16,336	)
Reorganization Items, net		-			2,416			(52	)		293
Income/(loss) before Income Taxes		(10	)		(2,786	)		590			(16,629	)
Income Tax (Benefit)/Provision		-			-			-			-
Net Income/(Loss)	$	(10	)	$	(2,786	)	$	590		$	(16,629	)

Preliminary and Unaudited

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

Page 67 of 168

Appendix C
Overseas Shipholding Group, Inc.
Unaudited Condensed Consolidating Statements of Operations
For the Periods from February 1 - 28, 2014 and November 14, 2012 through February 28, 2014

	Limar Charter Corporation						Luxmar Product Tanker Corporation
(000s)	February 1 - 28, 2014			November 14, 2012 - February 28, 2014			February 1 - 28, 2014		November 14, 2012 - February 28, 2014

Shipping Revenues:

Pool revenues	$	-		$	-		$	-	$	-
Time and bareboat charter revenues		-			255			-		-
Voyage charter revenues		-			1,757			791		13,921
		-			2,012			791		13,921
Operating Expenses:
Voyage expenses		-			834			350		8,063
Vessel expenses		0			363			226		3,465
Charter hire expenses		-			776			-		-
Depreciation and amortization		-			437			88		1,701
General and administrative		-			0			-		-
Goodwill and intangible assets impairment charge		-			-			-		-
(Gain)/loss on disposal of vessels, including impairments		-			-			-		16,941
Total Operating Expenses		0			2,411			664		30,170
Income/(loss) from Vessel Operations		(0	)		(399	)		127		(16,250	)
Equity in Income/(loss) of Affiliated Companies		-			-			-		-
Operating Income/(loss)		(0	)		(399	)		127		(16,250	)
Other Income/(expense)		-			-			-		-
Income/(loss) before Interest Expense and Income Taxes		(0	)		(399	)		127		(16,250	)
Interest Expense		-			-			-		-
Income/(loss) before Reorganization Items and Income Taxes		(0	)		(399	)		127		(16,250	)
Reorganization Items, net		-			7,625			-		-
Income/(loss) before Income Taxes		(0	)		(8,023	)		127		(16,250	)
Income Tax (Benefit)/Provision		-			-			-		-
Net Income/(Loss)	$	(0	)	$	(8,023	)	$	127	$	(16,250	)

Preliminary and Unaudited

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

Page 68 of 168

Appendix C
Overseas Shipholding Group, Inc.
Unaudited Condensed Consolidating Statements of Operations
For the Periods from February 1 - 28, 2014 and November 14, 2012 through February 28, 2014

	Luxmar Tanker LLC						Majestic Tankers Corporation
(000s)	February 1 - 28, 2014			November 14, 2012 - February 28, 2014			February 1 - 28, 2014			November 14, 2012 - February 28, 2014

Shipping Revenues:

Pool revenues	$	-		$	-		$	218		$	7,443
Time and bareboat charter revenues		-			-			-			-
Voyage charter revenues		-			-			-			-
		-			-			218			7,443
Operating Expenses:
Voyage expenses		0			(27	)		62			801
Vessel expenses		(2	)		169			312			5,874
Charter hire expenses		-			-			-			-
Depreciation and amortization		-			-			172			3,058
General and administrative		(0	)		0			-			0
Goodwill and intangible assets impairment charge		-			-			-			-
(Gain)/loss on disposal of vessels, including impairments		-			-			-			20,232
Total Operating Expenses		(1	)		142			547			29,966
Income/(loss) from Vessel Operations		1			(142	)		(329	)		(22,523	)
Equity in Income/(loss) of Affiliated Companies		-			-			-			-
Operating Income/(loss)		1			(142	)		(329	)		(22,523	)
Other Income/(expense)		-			-			-			-
Income/(loss) before Interest Expense and Income Taxes		1			(142	)		(329	)		(22,523	)
Interest Expense		-			-			-			-
Income/(loss) before Reorganization Items and Income Taxes		1			(142	)		(329	)		(22,523	)
Reorganization Items, net		-			-			-			-
Income/(loss) before Income Taxes		1			(142	)		(329	)		(22,523	)
Income Tax (Benefit)/Provision		-			-			-			-
Net Income/(Loss)	$	1		$	(142	)	$	(329	)	$	(22,523	)

Preliminary and Unaudited

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

Page 69 of 168

Appendix C
Overseas Shipholding Group, Inc.
Unaudited Condensed Consolidating Statements of Operations
For the Periods from February 1 - 28, 2014 and November 14, 2012 through February 28, 2014

	Oak Tanker Corporation						Maremar Product Tanker Corporation
(000s)	February 1 - 28, 2014			November 14, 2012 - February 28, 2014			February 1 - 28, 2014		November 14, 2012 - February 28, 2014

Shipping Revenues:

Pool revenues	$	801		$	9,463		$	-	$	-
Time and bareboat charter revenues		-			-			-		-
Voyage charter revenues		-			3			-		-
		801			9,466			-		-
Operating Expenses:
Voyage expenses		35			331			-		-
Vessel expenses		285			3,573			-		(3	)
Charter hire expenses		-			-			-		-
Depreciation and amortization		264			6,607			-		-
General and administrative		-			0			-		-
Goodwill and intangible assets impairment charge		-			-			-		-
(Gain)/loss on disposal of vessels, including impairments		-			61,052			-		-
Total Operating Expenses		583			71,564			-		(3	)
Income/(loss) from Vessel Operations		218			(62,098	)		-		3
Equity in Income/(loss) of Affiliated Companies		-			-			-		-
Operating Income/(loss)		218			(62,098	)		-		3
Other Income/(expense)		(3	)		(37	)		-		-
Income/(loss) before Interest Expense and Income Taxes		215			(62,135	)		-		3
Interest Expense		(34	)		(67	)		-		-
Income/(loss) before Reorganization Items and Income Taxes		181			(62,202	)		-		3
Reorganization Items, net		14			1,339			-		-
Income/(loss) before Income Taxes		168			(63,541	)		-		3
Income Tax (Benefit)/Provision		-			-			-		-
Net Income/(Loss)	$	168		$	(63,541	)	$	-	$	3

Preliminary and Unaudited

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

Page 70 of 168

Appendix C
Overseas Shipholding Group, Inc.
Unaudited Condensed Consolidating Statements of Operations
For the Periods from February 1 - 28, 2014 and November 14, 2012 through February 28, 2014

	Maremar Tanker LLC						Marilyn Vessel Corporation
(000s)	February 1 - 28, 2014			November 14, 2012 - February 28, 2014			February 1 - 28, 2014		November 14, 2012 - February 28, 2014

Shipping Revenues:

Pool revenues	$	-		$	-		$	-	$	-
Time and bareboat charter revenues		154			1,257			-		-
Voyage charter revenues		-			5,816			-		-
		154			7,073			-		-
Operating Expenses:
Voyage expenses		6			3,639			-		-
Vessel expenses		(0	)		1,867			-		-
Charter hire expenses		-			-			-		-
Depreciation and amortization		41			1,202			-		-
General and administrative		-			5			-		-
Goodwill and intangible assets impairment charge		-			-			-		-
(Gain)/loss on disposal of vessels, including impairments		-			16,057			-		-
Total Operating Expenses		47			22,770			-		-
Income/(loss) from Vessel Operations		107			(15,697	)		-		-
Equity in Income/(loss) of Affiliated Companies		-			-			-		-
Operating Income/(loss)		107			(15,697	)		-		-
Other Income/(expense)		-			-			-		-
Income/(loss) before Interest Expense and Income Taxes		107			(15,697	)		-		-
Interest Expense		-			-			-		-
Income/(loss) before Reorganization Items and Income Taxes		107			(15,697	)		-		-
Reorganization Items, net		-			-			-		-
Income/(loss) before Income Taxes		107			(15,697	)		-		-
Income Tax (Benefit)/Provision		-			-			-		-
Net Income/(Loss)	$	107		$	(15,697	)	$	-	$	-

Preliminary and Unaudited

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

Page 71 of 168

Appendix C
Overseas Shipholding Group, Inc.
Unaudited Condensed Consolidating Statements of Operations
For the Periods from February 1 - 28, 2014 and November 14, 2012 through February 28, 2014

Maritrans General Partner Inc.

Maritrans Operating Company L.P.

(000s)

February 1 - 28,
2014

November 14,
2012 - February
28, 2014

February 1 - 28,
2014

November 14,
2012 - February
28, 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 72 of 168

Appendix C
Overseas Shipholding Group, Inc.
Unaudited Condensed Consolidating Statements of Operations
For the Periods from February 1 - 28, 2014 and November 14, 2012 through February 28, 2014

	Milos Product Tanker Corporation				Mindanao Tanker Corporation
(000s)	February 1 - 28, 2014		November 14, 2012 - February 28, 2014		February 1 - 28, 2014			November 14, 2012 - February 28, 2014

Shipping Revenues:

Pool revenues	$	-	$	-	$	-		$	-
Time and bareboat charter revenues		-		-		-			-
Voyage charter revenues		1,088		15,058		-			-
		1,088		15,058		-			-
Operating Expenses:
Voyage expenses		609		7,330		-			-
Vessel expenses		152		2,592		(1	)		-
Charter hire expenses		-		-		-			-
Depreciation and amortization		126		2,127		-			-
General and administrative		-		0		-			-
Goodwill and intangible assets impairment charge		-		-		-			-
(Gain)/loss on disposal of vessels, including impairments		-		-		-			-
Total Operating Expenses		887		12,050		(1	)		-
Income/(loss) from Vessel Operations		201		3,008		1			-
Equity in Income/(loss) of Affiliated Companies		-		-		-			-
Operating Income/(loss)		201		3,008		1			-
Other Income/(expense)		-		-		-			-
Income/(loss) before Interest Expense and Income Taxes		201		3,008		1			-
Interest Expense		-		-		-			-
Income/(loss) before Reorganization Items and Income Taxes		201		3,008		1			-
Reorganization Items, net		-		-		-			-
Income/(loss) before Income Taxes		201		3,008		1			-
Income Tax (Benefit)/Provision		-		-		-			-
Net Income/(Loss)	$	201	$	3,008	$	1		$	-

Preliminary and Unaudited

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

Page 73 of 168

Appendix C
Overseas Shipholding Group, Inc.
Unaudited Condensed Consolidating Statements of Operations
For the Periods from February 1 - 28, 2014 and November 14, 2012 through February 28, 2014

	Mykonos Tanker LLC				Nedimar Charter Corporation
(000s)	February 1 - 28, 2014		November 14, 2012 - February 28, 2014		February 1 - 28, 2014			November 14, 2012 - February 28, 2014

Shipping Revenues:

Pool revenues	$	-	$	-	$	-		$	-
Time and bareboat charter revenues		-		-		-			-
Voyage charter revenues		1,495		23,984		-			894
		1,495		23,984		-			894
Operating Expenses:
Voyage expenses		523		9,413		0			455
Vessel expenses		235		5,037		0			452
Charter hire expenses		-		-		-			609
Depreciation and amortization		157		2,626		-			172
General and administrative		15		250		-			0
Goodwill and intangible assets impairment charge		-		-		-			-
(Gain)/loss on disposal of vessels, including impairments		-		19		-			-
Total Operating Expenses		930		17,344		0			1,688
Income/(loss) from Vessel Operations		565		6,640		(0	)		(795	)
Equity in Income/(loss) of Affiliated Companies		-		-		-			-
Operating Income/(loss)		565		6,640		(0	)		(795	)
Other Income/(expense)		-		-		-			-
Income/(loss) before Interest Expense and Income Taxes		565		6,640		(0	)		(795	)
Interest Expense		-		-		-			-
Income/(loss) before Reorganization Items and Income Taxes		565		6,640		(0	)		(795	)
Reorganization Items, net		-		-		-			5,852
Income/(loss) before Income Taxes		565		6,640		(0	)		(6,647	)
Income Tax (Benefit)/Provision		-		-		-			-
Net Income/(Loss)	$	565	$	6,640	$	(0	)	$	(6,647	)

Preliminary and Unaudited

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

Page 74 of 168

Appendix C
Overseas Shipholding Group, Inc.
Unaudited Condensed Consolidating Statements of Operations
For the Periods from February 1 - 28, 2014 and November 14, 2012 through February 28, 2014

	Maple Tanker Corporation						Ocean Bulk Ships, Inc.
(000s)	February 1 - 28, 2014			November 14, 2012 - February 28, 2014			February 1 - 28, 2014		November 14, 2012 - February 28, 2014

Shipping Revenues:

Pool revenues	$	1,090		$	9,781		$	-	$	-
Time and bareboat charter revenues		-			-			-		-
Voyage charter revenues		-			-			-		-
		1,090			9,781			-		-
Operating Expenses:
Voyage expenses		75			438			-		-
Vessel expenses		219			3,541			-		-
Charter hire expenses		-			-			-		-
Depreciation and amortization		252			6,577			-		-
General and administrative		-			0			-		-
Goodwill and intangible assets impairment charge		-			-			-		-
(Gain)/loss on disposal of vessels, including impairments		-			62,874			-		-
Total Operating Expenses		546			73,429			-		-
Income/(loss) from Vessel Operations		544			(63,649	)		-		-
Equity in Income/(loss) of Affiliated Companies		-			-			-		-
Operating Income/(loss)		544			(63,649	)		-		-
Other Income/(expense)		(2	)		(24	)		-		-
Income/(loss) before Interest Expense and Income Taxes		542			(63,673	)		-		-
Interest Expense		(33	)		(65	)		-		-
Income/(loss) before Reorganization Items and Income Taxes		510			(63,738	)		-		-
Reorganization Items, net		14			1,324			-		-
Income/(loss) before Income Taxes		496			(65,063	)		-		-
Income Tax (Benefit)/Provision		-			-			-		-
Net Income/(Loss)	$	496		$	(65,063	)	$	-	$	-

Preliminary and Unaudited

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

Page 75 of 168

Appendix C
Overseas Shipholding Group, Inc.
Unaudited Condensed Consolidating Statements of Operations
For the Periods from February 1 - 28, 2014 and November 14, 2012 through February 28, 2014

	Oceania Tanker Corporation						OSG 192 LLC
(000s)	February 1 - 28, 2014			November 14, 2012 - February 28, 2014			February 1 - 28, 2014		November 14, 2012 - February 28, 2014

Shipping Revenues:

Pool revenues	$	-		$	796		$	-	$	-
Time and bareboat charter revenues		-			-			826		11,603
Voyage charter revenues		-			-			3		35
		-			796			829		11,638
Operating Expenses:
Voyage expenses		-			310			10		178
Vessel expenses		87			2,423			34		683
Charter hire expenses		-			-			-		-
Depreciation and amortization		140			2,585			163		3,294
General and administrative		-			0			-		-
Goodwill and intangible assets impairment charge		-			-			-		-
(Gain)/loss on disposal of vessels, including impairments		-			31,352			-		-
Total Operating Expenses		227			36,671			207		4,155
Income/(loss) from Vessel Operations		(227	)		(35,875	)		622		7,483
Equity in Income/(loss) of Affiliated Companies		-			-			-		-
Operating Income/(loss)		(227	)		(35,875	)		622		7,483
Other Income/(expense)		-			-			-		-
Income/(loss) before Interest Expense and Income Taxes		(227	)		(35,875	)		622		7,483
Interest Expense		-			-			-		-
Income/(loss) before Reorganization Items and Income Taxes		(227	)		(35,875	)		622		7,483
Reorganization Items, net		-			-			-		-
Income/(loss) before Income Taxes		(227	)		(35,875	)		622		7,483
Income Tax (Benefit)/Provision		-			-			-		-
Net Income/(Loss)	$	(227	)	$	(35,875	)	$	622	$	7,483

Preliminary and Unaudited

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

Page 76 of 168

Appendix C
Overseas Shipholding Group, Inc.
Unaudited Condensed Consolidating Statements of Operations
For the Periods from February 1 - 28, 2014 and November 14, 2012 through February 28, 2014

	OSG 209 LLC				OSG 214 LLC
(000s)	February 1 - 28, 2014		November 14, 2012 - February 28, 2014		February 1 - 28, 2014		November 14, 2012 - February 28, 2014

Shipping Revenues:

Pool revenues	$	-	$	-	$	-	$	-
Time and bareboat charter revenues		840		12,765		819		12,473
Voyage charter revenues		4		149		44		939
		844		12,914		863		13,413
Operating Expenses:
Voyage expenses		12		270		64		1,136
Vessel expenses		25		639		45		797
Charter hire expenses		-		-		-		-
Depreciation and amortization		173		2,851		220		3,590
General and administrative		-		-		-		-
Goodwill and intangible assets impairment charge		-		-		-		-
(Gain)/loss on disposal of vessels, including impairments		-		-		-		-
Total Operating Expenses		210		3,760		329		5,522
Income/(loss) from Vessel Operations		634		9,154		534		7,891
Equity in Income/(loss) of Affiliated Companies		-		-		-		-
Operating Income/(loss)		634		9,154		534		7,891
Other Income/(expense)		-		-		-		-
Income/(loss) before Interest Expense and Income Taxes		634		9,154		534		7,891
Interest Expense		-		-		-		-
Income/(loss) before Reorganization Items and Income Taxes		634		9,154		534		7,891
Reorganization Items, net		-		-		-		-
Income/(loss) before Income Taxes		634		9,154		534		7,891
Income Tax (Benefit)/Provision		-		-		-		-
Net Income/(Loss)	$	634	$	9,154	$	534	$	7,891

Preliminary and Unaudited

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

Page 77 of 168

Appendix C
Overseas Shipholding Group, Inc.
Unaudited Condensed Consolidating Statements of Operations
For the Periods from February 1 - 28, 2014 and November 14, 2012 through February 28, 2014

	OSG 215 Corporation				OSG 242 LLC
(000s)	February 1 - 28, 2014		November 14, 2012 - February 28, 2014		February 1 - 28, 2014		November 14, 2012 - February 28, 2014

Shipping Revenues:

Pool revenues	$	-	$	-	$	-	$	-
Time and bareboat charter revenues		-		-		1,260		20,339
Voyage charter revenues		-		-		5		979
		-		-		1,265		21,318
Operating Expenses:
Voyage expenses		-		-		27		637
Vessel expenses		-		-		42		655
Charter hire expenses		-		-		-		-
Depreciation and amortization		-		-		198		3,246
General and administrative		-		-		-		-
Goodwill and intangible assets impairment charge		-		-		-		-
(Gain)/loss on disposal of vessels, including impairments		-		-		-		-
Total Operating Expenses		-		-		268		4,538
Income/(loss) from Vessel Operations		-		-		998		16,780
Equity in Income/(loss) of Affiliated Companies		-		-		-		-
Operating Income/(loss)		-		-		998		16,780
Other Income/(expense)		-		-		-		-
Income/(loss) before Interest Expense and Income Taxes		-		-		998		16,780
Interest Expense		-		-		-		-
Income/(loss) before Reorganization Items and Income Taxes		-		-		998		16,780
Reorganization Items, net		-		-		-		-
Income/(loss) before Income Taxes		-		-		998		16,780
Income Tax (Benefit)/Provision		-		-		-		-
Net Income/(Loss)	$	-	$	-	$	998	$	16,780

Preliminary and Unaudited

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

Page 78 of 168

Appendix C
Overseas Shipholding Group, Inc.
Unaudited Condensed Consolidating Statements of Operations
For the Periods from February 1 - 28, 2014 and November 14, 2012 through February 28, 2014

	OSG 243 LLC				OSG 244 LLC
(000s)	February 1 - 28, 2014		November 14, 2012 - February 28, 2014		February 1 - 28, 2014		November 14, 2012 - February 28, 2014

Shipping Revenues:

Pool revenues	$	-	$	-	$	-	$	-
Time and bareboat charter revenues		1,260		15,332		896		12,813
Voyage charter revenues		11		5,874		39		284
		1,271		21,207		935		13,097
Operating Expenses:
Voyage expenses		23		2,423		16		180
Vessel expenses		34		778		57		567
Charter hire expenses		-		-		-		-
Depreciation and amortization		231		3,718		228		4,031
General and administrative		-		-		-		-
Goodwill and intangible assets impairment charge		-		-		-		-
(Gain)/loss on disposal of vessels, including impairments		-		-		-		-
Total Operating Expenses		288		6,919		301		4,778
Income/(loss) from Vessel Operations		982		14,288		634		8,319
Equity in Income/(loss) of Affiliated Companies		-		-		-		-
Operating Income/(loss)		982		14,288		634		8,319
Other Income/(expense)		-		-		-		-
Income/(loss) before Interest Expense and Income Taxes		982		14,288		634		8,319
Interest Expense		-		-		-		-
Income/(loss) before Reorganization Items and Income Taxes		982		14,288		634		8,319
Reorganization Items, net		-		-		-		-
Income/(loss) before Income Taxes		982		14,288		634		8,319
Income Tax (Benefit)/Provision		-		-		-		-
Net Income/(Loss)	$	982	$	14,288	$	634	$	8,319

Preliminary and Unaudited

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

Page 79 of 168

Appendix C
Overseas Shipholding Group, Inc.
Unaudited Condensed Consolidating Statements of Operations
For the Periods from February 1 - 28, 2014 and November 14, 2012 through February 28, 2014

	OSG 252 LLC				OSG 254 LLC
(000s)	February 1 - 28, 2014		November 14, 2012 - February 28, 2014		February 1 - 28, 2014		November 14, 2012 - February 28, 2014

Shipping Revenues:

Pool revenues	$	-	$	-	$	-	$	-
Time and bareboat charter revenues		952		13,287		952		6,633
Voyage charter revenues		61		4,608		-		8,419
		1,013		17,896		952		15,052
Operating Expenses:
Voyage expenses		19		1,422		14		225
Vessel expenses		73		624		15		829
Charter hire expenses		-		-		-		-
Depreciation and amortization		145		3,606		252		4,212
General and administrative		-		-		-		-
Goodwill and intangible assets impairment charge		-		-		-		-
(Gain)/loss on disposal of vessels, including impairments		-		-		-		-
Total Operating Expenses		237		5,652		282		5,265
Income/(loss) from Vessel Operations		776		12,244		670		9,786
Equity in Income/(loss) of Affiliated Companies		-		-		-		-
Operating Income/(loss)		776		12,244		670		9,786
Other Income/(expense)		-		-		-		-
Income/(loss) before Interest Expense and Income Taxes		776		12,244		670		9,786
Interest Expense		-		-		-		-
Income/(loss) before Reorganization Items and Income Taxes		776		12,244		670		9,786
Reorganization Items, net		-		-		-		-
Income/(loss) before Income Taxes		776		12,244		670		9,786
Income Tax (Benefit)/Provision		-		-		-		-
Net Income/(Loss)	$	776	$	12,244	$	670	$	9,786

Preliminary and Unaudited

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

Page 80 of 168

Appendix C
Overseas Shipholding Group, Inc.
Unaudited Condensed Consolidating Statements of Operations
For the Periods from February 1 - 28, 2014 and November 14, 2012 through February 28, 2014

	OSG 300 LLC				OSG 400 LLC
(000s)	February 1 - 28, 2014		November 14, 2012 - February 28, 2014		February 1 - 28, 2014		November 14, 2012 - February 28, 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 81 of 168

Appendix C
Overseas Shipholding Group, Inc.
Unaudited Condensed Consolidating Statements of Operations
For the Periods from February 1 - 28, 2014 and November 14, 2012 through February 28, 2014

	OSG America L.P.				OSG America LLC
(000s)	February 1 - 28, 2014		November 14, 2012 - February 28, 2014		February 1 - 28, 2014		November 14, 2012 - February 28, 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 82 of 168

Appendix C
Overseas Shipholding Group, Inc.
Unaudited Condensed Consolidating Statements of Operations
For the Periods from February 1 - 28, 2014 and November 14, 2012 through February 28, 2014

	OSG America Operating Company LLC						OSG Car Carriers, Inc.
(000s)	February 1 - 28, 2014			November 14, 2012 - February 28, 2014			February 1 - 28, 2014		November 14, 2012 - February 28, 2014

Shipping Revenues:

Pool revenues	$	-		$	-		$	-	$	-
Time and bareboat charter revenues		-			-			-		-
Voyage charter revenues		-			-			-		-
		-			-			-		-
Operating Expenses:
Voyage expenses		-			-			-		-
Vessel expenses		-			(1	)		-		-
Charter hire expenses		-			-			-		-
Depreciation and amortization		383			5,967			-		-
General and administrative		-			-			-		-
Goodwill and intangible assets impairment charge		-			-			-		-
(Gain)/loss on disposal of vessels, including impairments		-			-			-		-
Total Operating Expenses		383			5,966			-		-
Income/(loss) from Vessel Operations		(383	)		(5,966	)		-		-
Equity in Income/(loss) of Affiliated Companies		-			6,111			-		-
Operating Income/(loss)		(383	)		145			-		-
Other Income/(expense)		29			286			-		-
Income/(loss) before Interest Expense and Income Taxes		(354	)		431			-		-
Interest Expense		-			0			-		-
Income/(loss) before Reorganization Items and Income Taxes		(354	)		431			-		-
Reorganization Items, net		-			-			-		-
Income/(loss) before Income Taxes		(354	)		431			-		-
Income Tax (Benefit)/Provision		-			1			-		-
Net Income/(Loss)	$	(354	)	$	430		$	-	$	-

Preliminary and Unaudited

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

Page 83 of 168

Appendix C
Overseas Shipholding Group, Inc.
Unaudited Condensed Consolidating Statements of Operations
For the Periods from February 1 - 28, 2014 and November 14, 2012 through February 28, 2014

	OSG Clean Products International, Inc.				OSG Columbia LLC
(000s)	February 1 - 28, 2014		November 14, 2012 - February 28, 2014		February 1 - 28, 2014			November 14, 2012 - February 28, 2014

Shipping Revenues:

Pool revenues	$	-	$	-	$	-		$	-
Time and bareboat charter revenues		-		-		-			-
Voyage charter revenues		-		-		-			-
		-		-		-			-
Operating Expenses:
Voyage expenses		-		-		-			(0	)
Vessel expenses		-		-		211			3,548
Charter hire expenses		-		-		-			-
Depreciation and amortization		-		-		71			1,149
General and administrative		-		-		6			105
Goodwill and intangible assets impairment charge		-		-		-			-
(Gain)/loss on disposal of vessels, including impairments		-		-		-			-
Total Operating Expenses		-		-		288			4,802
Income/(loss) from Vessel Operations		-		-		(288	)		(4,802	)
Equity in Income/(loss) of Affiliated Companies		-		-		-			-
Operating Income/(loss)		-		-		(288	)		(4,802	)
Other Income/(expense)		-		-		-			-
Income/(loss) before Interest Expense and Income Taxes		-		-		(288	)		(4,802	)
Interest Expense		-		-		-			-
Income/(loss) before Reorganization Items and Income Taxes		-		-		(288	)		(4,802	)
Reorganization Items, net		-		-		-			-
Income/(loss) before Income Taxes		-		-		(288	)		(4,802	)
Income Tax (Benefit)/Provision		-		-		-			-
Net Income/(Loss)	$	-	$	-	$	(288	)	$	(4,802	)

Preliminary and Unaudited

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

Page 84 of 168

Appendix C
Overseas Shipholding Group, Inc.
Unaudited Condensed Consolidating Statements of Operations
For the Periods from February 1 - 28, 2014 and November 14, 2012 through February 28, 2014

	OSG Constitution LLC					OSG Courageous LLC
(000s)	February 1 - 28, 2014		November 14, 2012 - February 28, 2014			February 1 - 28, 2014			November 14, 2012 - February 28, 2014

Shipping Revenues:

Pool revenues	$	-	$	-		$	-		$	-
Time and bareboat charter revenues		-		-			-			-
Voyage charter revenues		-		-			-			-
		-		-			-			-
Operating Expenses:
Voyage expenses		-		-			-			-
Vessel expenses		-		3			220	��		3,591
Charter hire expenses		-		-			-			-
Depreciation and amortization		-		-			76			1,217
General and administrative		-		-			7			108
Goodwill and intangible assets impairment charge		-		-			-			-
(Gain)/loss on disposal of vessels, including impairments		-		-			-			-
Total Operating Expenses		-		3			304			4,916
Income/(loss) from Vessel Operations		-		(3	)		(304	)		(4,916	)
Equity in Income/(loss) of Affiliated Companies		-		-			-			-
Operating Income/(loss)		-		(3	)		(304	)		(4,916	)
Other Income/(expense)		-		-			-			-
Income/(loss) before Interest Expense and Income Taxes		-		(3	)		(304	)		(4,916	)
Interest Expense		-		-			-			-
Income/(loss) before Reorganization Items and Income Taxes		-		(3	)		(304	)		(4,916	)
Reorganization Items, net		-		-			-			-
Income/(loss) before Income Taxes		-		(3	)		(304	)		(4,916	)
Income Tax (Benefit)/Provision		-		-			-			-
Net Income/(Loss)	$	-	$	(3	)	$	(304	)	$	(4,916	)

Preliminary and Unaudited

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

Page 85 of 168

Appendix C
Overseas Shipholding Group, Inc.
Unaudited Condensed Consolidating Statements of Operations
For the Periods from February 1 - 28, 2014 and November 14, 2012 through February 28, 2014

	OSG Delaware Bay Lightering LLC				OSG Discovery LLC
(000s)	February 1 - 28, 2014		November 14, 2012 - February 28, 2014		February 1 - 28, 2014		November 14, 2012 - February 28, 2014

Shipping Revenues:

Pool revenues	$	-	$	-	$	-	$	-
Time and bareboat charter revenues		-		-		-		-
Voyage charter revenues		3,898		67,754		-		-
		3,898		67,754		-		-
Operating Expenses:
Voyage expenses		606		11,737		-		-
Vessel expenses		910		16,180		-		-
Charter hire expenses		-		-		-		-
Depreciation and amortization		1,033		17,215		-		-
General and administrative		22		354		-		-
Goodwill and intangible assets impairment charge		-		-		-		-
(Gain)/loss on disposal of vessels, including impairments		-		-		-		(956	)
Total Operating Expenses		2,571		45,486		-		(956	)
Income/(loss) from Vessel Operations		1,327		22,268		-		956
Equity in Income/(loss) of Affiliated Companies		-		-		-		-
Operating Income/(loss)		1,327		22,268		-		956
Other Income/(expense)		-		-		-		-
Income/(loss) before Interest Expense and Income Taxes		1,327		22,268		-		956
Interest Expense		-		-		-		-
Income/(loss) before Reorganization Items and Income Taxes		1,327		22,268		-		956
Reorganization Items, net		-		-		-		-
Income/(loss) before Income Taxes		1,327		22,268		-		956
Income Tax (Benefit)/Provision		-		-		-		-
Net Income/(Loss)	$	1,327	$	22,268	$	-	$	956

Preliminary and Unaudited

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

Page 86 of 168

Appendix C
Overseas Shipholding Group, Inc.
Unaudited Condensed Consolidating Statements of Operations
For the Periods from February 1 - 28, 2014 and November 14, 2012 through February 28, 2014

	OSG Endeavor LLC					OSG Endurance LLC
(000s)	February 1 - 28, 2014		November 14, 2012 - February 28, 2014			February 1 - 28, 2014			November 14, 2012 - February 28, 2014

Shipping Revenues:

Pool revenues	$	-	$	-		$	-		$	-
Time and bareboat charter revenues		-		-			-			-
Voyage charter revenues		-		-			-			-
		-		-			-			-
Operating Expenses:
Voyage expenses		-		-			-			-
Vessel expenses		-		-			222			3,383
Charter hire expenses		-		-			-			-
Depreciation and amortization		-		-			78			1,296
General and administrative		-		-			6			102
Goodwill and intangible assets impairment charge		-		-			-			-
(Gain)/loss on disposal of vessels, including impairments		-		58			-			-
Total Operating Expenses		-		58			306			4,781
Income/(loss) from Vessel Operations		-		(58	)		(306	)		(4,781	)
Equity in Income/(loss) of Affiliated Companies		-		-			-			-
Operating Income/(loss)		-		(58	)		(306	)		(4,781	)
Other Income/(expense)		-		-			-			-
Income/(loss) before Interest Expense and Income Taxes		-		(58	)		(306	)		(4,781	)
Interest Expense		-		-			-			-
Income/(loss) before Reorganization Items and Income Taxes		-		(58	)		(306	)		(4,781	)
Reorganization Items, net		-		-			-			-
Income/(loss) before Income Taxes		-		(58	)		(306	)		(4,781	)
Income Tax (Benefit)/Provision		-		-			-			-
Net Income/(Loss)	$	-	$	(58	)	$	(306	)	$	(4,781	)

Preliminary and Unaudited

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

Page 87 of 168

Appendix C
Overseas Shipholding Group, Inc.
Unaudited Condensed Consolidating Statements of Operations
For the Periods from February 1 - 28, 2014 and November 14, 2012 through February 28, 2014

	OSG Enterprise LLC						OSG Financial Corp.
(000s)	February 1 - 28, 2014			November 14, 2012 - February 28, 2014			February 1 - 28, 2014		November 14, 2012 - February 28, 2014

Shipping Revenues:

Pool revenues	$	-		$	-		$	-	$	-
Time and bareboat charter revenues		-			-			-		-
Voyage charter revenues		-			-			-		-
		-			-			-		-
Operating Expenses:
Voyage expenses		-			-			-		-
Vessel expenses		211			3,645			-		-
Charter hire expenses		-			-			-		-
Depreciation and amortization		108			1,703			-		-
General and administrative		6			102			-		-
Goodwill and intangible assets impairment charge		-			-			-		-
(Gain)/loss on disposal of vessels, including impairments		-			-			-		-
Total Operating Expenses		324			5,450			-		-
Income/(loss) from Vessel Operations		(324	)		(5,450	)		-		-
Equity in Income/(loss) of Affiliated Companies		-			-			-		-
Operating Income/(loss)		(324	)		(5,450	)		-		-
Other Income/(expense)		-			-			-		(174	)
Income/(loss) before Interest Expense and Income Taxes		(324	)		(5,450	)		-		(174	)
Interest Expense		-			-			-		-
Income/(loss) before Reorganization Items and Income Taxes		(324	)		(5,450	)		-		(174	)
Reorganization Items, net		-			-			-		-
Income/(loss) before Income Taxes		(324	)		(5,450	)		-		(174	)
Income Tax (Benefit)/Provision		-			-			-		-
Net Income/(Loss)	$	(324	)	$	(5,450	)	$	-	$	(174	)

Preliminary and Unaudited

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

Page 88 of 168

Appendix C
Overseas Shipholding Group, Inc.
Unaudited Condensed Consolidating Statements of Operations
For the Periods from February 1 - 28, 2014 and November 14, 2012 through February 28, 2014

	OSG Freedom LLC						OSG Honour LLC
(000s)	February 1 - 28, 2014			November 14, 2012 - February 28, 2014			February 1 - 28, 2014				November 14, 2012 - February 28, 2014

Shipping Revenues:

Pool revenues	$	-		$	-		$	-			$	-
Time and bareboat charter revenues		-			-			-				-
Voyage charter revenues		-			-			-				-
		-			-			-				-
Operating Expenses:										��
Voyage expenses		-			-			-				-
Vessel expenses		(0	)		17			237				3,577
Charter hire expenses		-			-			-				-
Depreciation and amortization		-			290			57				926
General and administrative		-			-			7				108
Goodwill and intangible assets impairment charge		-			-			-				-
(Gain)/loss on disposal of vessels, including impairments		-			709			-				-
Total Operating Expenses		(0	)		1,016			301				4,611
Income/(loss) from Vessel Operations		0			(1,016	)		(301	)			(4,611	)
Equity in Income/(loss) of Affiliated Companies		-			-			-				-
Operating Income/(loss)		0			(1,016	)		(301	)			(4,611	)
Other Income/(expense)		-			-			-				-
Income/(loss) before Interest Expense and Income Taxes		0			(1,016	)		(301	)			(4,611	)
Interest Expense		-			-			-				-
Income/(loss) before Reorganization Items and Income Taxes		0			(1,016	)		(301	)			(4,611	)
Reorganization Items, net		-			-			-				-
Income/(loss) before Income Taxes		0			(1,016	)		(301	)			(4,611	)
Income Tax (Benefit)/Provision		-			-			-				-
Net Income/(Loss)	$	0		$	(1,016	)	$	(301	)		$	(4,611	)

Preliminary and Unaudited

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

Page 89 of 168

Appendix C
Overseas Shipholding Group, Inc.
Unaudited Condensed Consolidating Statements of Operations
For the Periods from February 1 - 28, 2014 and November 14, 2012 through February 28, 2014

	OSG Independence LLC						OSG Intrepid LLC
(000s)	February 1 - 28, 2014			November 14, 2012 - February 28, 2014			February 1 - 28, 2014			November 14, 2012 - February 28, 2014

Shipping Revenues:

Pool revenues	$	-		$	-		$	-		$	-
Time and bareboat charter revenues		-			-			-			-
Voyage charter revenues		-			-			-			-
		-			-			-			-
Operating Expenses:
Voyage expenses		-			9			-			-
Vessel expenses		197			3,506			224			3,690
Charter hire expenses		-			-			-			-
Depreciation and amortization		69			1,063			76			1,353
General and administrative		6			103			6			108
Goodwill and intangible assets impairment charge		-			-			-			-
(Gain)/loss on disposal of vessels, including impairments		-			-			-			-
Total Operating Expenses		272			4,680			306			5,151
Income/(loss) from Vessel Operations		(272	)		(4,680	)		(306	)		(5,151	)
Equity in Income/(loss) of Affiliated Companies		-			-			-			-
Operating Income/(loss)		(272	)		(4,680	)		(306	)		(5,151	)
Other Income/(expense)		-			-			-			-
Income/(loss) before Interest Expense and Income Taxes		(272	)		(4,680	)		(306	)		(5,151	)
Interest Expense		-			-			-			-
Income/(loss) before Reorganization Items and Income Taxes		(272	)		(4,680	)		(306	)		(5,151	)
Reorganization Items, net		-			-			-			-
Income/(loss) before Income Taxes		(272	)		(4,680	)		(306	)		(5,151	)
Income Tax (Benefit)/Provision		-			-			-			-
Net Income/(Loss)	$	(272	)	$	(4,680	)	$	(306	)	$	(5,151	)

Preliminary and Unaudited

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

Page 90 of 168

Appendix C
Overseas Shipholding Group, Inc.
Unaudited Condensed Consolidating Statements of Operations
For the Periods from February 1 - 28, 2014 and November 14, 2012 through February 28, 2014

	OSG Liberty LLC					OSG Lightering LLC
(000s)	February 1 - 28, 2014		November 14, 2012 - February 28, 2014			February 1 - 28, 2014			November 14, 2012 - February 28, 2014

Shipping Revenues:

Pool revenues	$	-	$	-		$	-		$	-
Time and bareboat charter revenues		-		-			-			-
Voyage charter revenues		-		-			6,385			104,268
		-		-			6,385			104,268
Operating Expenses:
Voyage expenses		-		-			2,856			61,765
Vessel expenses		-		(9	)		(14	)		146
Charter hire expenses		-		-			2,628			35,611
Depreciation and amortization		-		-			58			2,011
General and administrative		-		-			283			3,610
Goodwill and intangible assets impairment charge		-		-			-			14,726
(Gain)/loss on disposal of vessels, including impairments		-		-			-			470
Total Operating Expenses		-		(9	)		5,811			118,338
Income/(loss) from Vessel Operations		-		9			574			(14,070	)
Equity in Income/(loss) of Affiliated Companies		-		-			-			-
Operating Income/(loss)		-		9			574			(14,070	)
Other Income/(expense)		-		-			1			14
Income/(loss) before Interest Expense and Income Taxes		-		9			575			(14,056	)
Interest Expense		-		-			-			-
Income/(loss) before Reorganization Items and Income Taxes		-		9			575			(14,056	)
Reorganization Items, net		-		-			-			(60	)
Income/(loss) before Income Taxes		-		9			575			(13,995	)
Income Tax (Benefit)/Provision		-		-			-			-
Net Income/(Loss)	$	-	$	9		$	575		$	(13,995	)

Preliminary and Unaudited

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

Page 91 of 168

Appendix C
Overseas Shipholding Group, Inc.
Unaudited Condensed Consolidating Statements of Operations
For the Periods from February 1 - 28, 2014 and November 14, 2012 through February 28, 2014

	OSG Lightering Acquisition Corporation				OSG Lightering Solutions LLC
(000s)	February 1 - 28, 2014		November 14, 2012 - February 28, 2014		February 1 - 28, 2014		November 14, 2012 - February 28, 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 92 of 168

Appendix C
Overseas Shipholding Group, Inc.
Unaudited Condensed Consolidating Statements of Operations
For the Periods from February 1 - 28, 2014 and November 14, 2012 through February 28, 2014

	OSG Mariner LLC					OSG Maritrans Parent LLC
(000s)	February 1 - 28, 2014		November 14, 2012 - February 28, 2014			February 1 - 28, 2014			November 14, 2012 - February 28, 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			89
General and administrative		-		-			-			-
Goodwill and intangible assets impairment charge		-		-			-			-
(Gain)/loss on disposal of vessels, including impairments		-		58			-			-
Total Operating Expenses		-		58			6			89
Income/(loss) from Vessel Operations		-		(58	)		(6	)		(89	)
Equity in Income/(loss) of Affiliated Companies		-		-			-			-
Operating Income/(loss)		-		(58	)		(6	)		(89	)
Other Income/(expense)		-		-			-			-
Income/(loss) before Interest Expense and Income Taxes		-		(58	)		(6	)		(89	)
Interest Expense		-		-			-			-
Income/(loss) before Reorganization Items and Income Taxes		-		(58	)		(6	)		(89	)
Reorganization Items, net		-		-			-			-
Income/(loss) before Income Taxes		-		(58	)		(6	)		(89	)
Income Tax (Benefit)/Provision		-		-			-			-
Net Income/(Loss)	$	-	$	(58	)	$	(6	)	$	(89	)

Preliminary and Unaudited

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

Page 93 of 168

Appendix C
Overseas Shipholding Group, Inc.
Unaudited Condensed Consolidating Statements of Operations
For the Periods from February 1 - 28, 2014 and November 14, 2012 through February 28, 2014

	OSG Navigator LLC						OSG New York, Inc.
(000s)	February 1 - 28, 2014			November 14, 2012 - February 28, 2014			February 1 - 28, 2014			November 14, 2012 - February 28, 2014

Shipping Revenues:

Pool revenues	$	-		$	-		$	517		$	8,523
Time and bareboat charter revenues		-			-			-			-
Voyage charter revenues		-			-			-			4,034
		-			-			517			12,557
Operating Expenses:
Voyage expenses		-			-			6			2,320
Vessel expenses		225			3,508			4			81
Charter hire expenses		-			-			624			11,727
Depreciation and amortization		28			1,062			-			-
General and administrative		7			108			-			-
Goodwill and intangible assets impairment charge		-			-			-			-
(Gain)/loss on disposal of vessels, including impairments		-			-			-			-
Total Operating Expenses		259			4,677			635			14,128
Income/(loss) from Vessel Operations		(259	)		(4,677	)		(118	)		(1,571	)
Equity in Income/(loss) of Affiliated Companies		-			-			-			-
Operating Income/(loss)		(259	)		(4,677	)		(118	)		(1,571	)
Other Income/(expense)		-			-			-			-
Income/(loss) before Interest Expense and Income Taxes		(259	)		(4,677	)		(118	)		(1,571	)
Interest Expense		-			-			-			-
Income/(loss) before Reorganization Items and Income Taxes		(259	)		(4,677	)		(118	)		(1,571	)
Reorganization Items, net		-			-			-			306
Income/(loss) before Income Taxes		(259	)		(4,677	)		(118	)		(1,877	)
Income Tax (Benefit)/Provision		-			-			-			-
Net Income/(Loss)	$	(259	)	$	(4,677	)	$	(118	)	$	(1,877	)

Preliminary and Unaudited

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

Page 94 of 168

Appendix C
Overseas Shipholding Group, Inc.
Unaudited Condensed Consolidating Statements of Operations
For the Periods from February 1 - 28, 2014 and November 14, 2012 through February 28, 2014

OSG Product Tankers AVTC, LLC

OSG Product Tankers I, LLC

(000s)

February 1 - 28,
2014

November 14,
2012 - February
28, 2014

February 1 - 28,
2014

November 14,
2012 - February
28, 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 95 of 168

Appendix C
Overseas Shipholding Group, Inc.
Unaudited Condensed Consolidating Statements of Operations
For the Periods from February 1 - 28, 2014 and November 14, 2012 through February 28, 2014

OSG Product Tankers II, LLC

OSG Product Tankers Member LLC

(000s)

February 1 - 28,
2014

November 14,
2012 - February
28, 2014

February 1 - 28,
2014

November 14,
2012 - February
28, 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 96 of 168

Appendix C
Overseas Shipholding Group, Inc.
Unaudited Condensed Consolidating Statements of Operations
For the Periods from February 1 - 28, 2014 and November 14, 2012 through February 28, 2014

	OSG Product Tankers, LLC				OSG Quest LLC
(000s)	February 1 - 28, 2014		November 14, 2012 - February 28, 2014		February 1 - 28, 2014		November 14, 2012 - February 28, 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		-		-		-		33
Total Operating Expenses		-		-		-		33
Income/(loss) from Vessel Operations		-		-		-		(33	)
Equity in Income/(loss) of Affiliated Companies		-		-		-		-
Operating Income/(loss)		-		-		-		(33	)
Other Income/(expense)		-		-		-		-
Income/(loss) before Interest Expense and Income Taxes		-		-		-		(33	)
Interest Expense		-		-		-		-
Income/(loss) before Reorganization Items and Income Taxes		-		-		-		(33	)
Reorganization Items, net		-		-		-		-
Income/(loss) before Income Taxes		-		-		-		(33	)
Income Tax (Benefit)/Provision		-		-		-		-
Net Income/(Loss)	$	-	$	-	$	-	$	(33	)

Preliminary and Unaudited

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

Page 97 of 168

Appendix C
Overseas Shipholding Group, Inc.
Unaudited Condensed Consolidating Statements of Operations
For the Periods from February 1 - 28, 2014 and November 14, 2012 through February 28, 2014

	OSG Seafarer LLC					OSG Ship Management, Inc.
(000s)	February 1 - 28, 2014		November 14, 2012 - February 28, 2014			February 1 - 28, 2014			November 14, 2012 - February 28, 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		-		-			153			3,542
General and administrative		-		-			4,799			40,698
Goodwill and intangible assets impairment charge		-		-			-			-
(Gain)/loss on disposal of vessels, including impairments		-		-			-			-
Total Operating Expenses		-		(0	)		4,953			44,240
Income/(loss) from Vessel Operations		-		0			(4,953	)		(44,240	)
Equity in Income/(loss) of Affiliated Companies		-		-			-			-
Operating Income/(loss)		-		0			(4,953	)		(44,240	)
Other Income/(expense)		-		-			-			28
Income/(loss) before Interest Expense and Income Taxes		-		0			(4,953	)		(44,212	)
Interest Expense		-		-			-			-
Income/(loss) before Reorganization Items and Income Taxes		-		0			(4,953	)		(44,212	)
Reorganization Items, net		-		-			16			2,085
Income/(loss) before Income Taxes		-		0			(4,969	)		(46,297	)
Income Tax (Benefit)/Provision		-		-			-			2
Net Income/(Loss)	$	-	$	0		$	(4,969	)	$	(46,299	)

Preliminary and Unaudited

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

Page 98 of 168

Appendix C
Overseas Shipholding Group, Inc.
Unaudited Condensed Consolidating Statements of Operations
For the Periods from February 1 - 28, 2014 and November 14, 2012 through February 28, 2014

OSG Valour LLC

Overseas Allegiance Corporation

(000s)

February 1 - 28,
2014

November 14,
2012 - February
28, 2014

February 1 - 28,
2014

November 14,
2012 - February
28, 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 99 of 168

Appendix C
Overseas Shipholding Group, Inc.
Unaudited Condensed Consolidating Statements of Operations
For the Periods from February 1 - 28, 2014 and November 14, 2012 through February 28, 2014

	Overseas Anacortes LLC				Overseas Boston LLC
(000s)	February 1 - 28, 2014		November 14, 2012 - February 28, 2014		February 1 - 28, 2014		November 14, 2012 - February 28, 2014

Shipping Revenues:

Pool revenues	$	-	$	-	$	-	$	-
Time and bareboat charter revenues		1,820		28,750		1,617		23,747
Voyage charter revenues		-		24		-		60
		1,820		28,774		1,617		23,808
Operating Expenses:
Voyage expenses		23		383		26		371
Vessel expenses		573		8,639		543		9,076
Charter hire expenses		711		12,103		699		11,898
Depreciation and amortization		34		249		52		747
General and administrative		16		259		17		265
Goodwill and intangible assets impairment charge		-		-		-		-
(Gain)/loss on disposal of vessels, including impairments		-		-		-		-
Total Operating Expenses		1,358		21,633		1,337		22,356
Income/(loss) from Vessel Operations		462		7,141		280		1,452
Equity in Income/(loss) of Affiliated Companies		-		-		-		-
Operating Income/(loss)		462		7,141		280		1,452
Other Income/(expense)		-		-		-		-
Income/(loss) before Interest Expense and Income Taxes		462		7,141		280		1,452
Interest Expense		-		-		-		-
Income/(loss) before Reorganization Items and Income Taxes		462		7,141		280		1,452
Reorganization Items, net		-		-		-		-
Income/(loss) before Income Taxes		462		7,141		280		1,452
Income Tax (Benefit)/Provision		-		22		-		7
Net Income/(Loss)	$	462	$	7,119	$	280	$	1,445

Preliminary and Unaudited

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

Page 100 of 168

Appendix C
Overseas Shipholding Group, Inc.
Unaudited Condensed Consolidating Statements of Operations
For the Periods from February 1 - 28, 2014 and November 14, 2012 through February 28, 2014

	Overseas Diligence LLC					Overseas Galena Bay LLC
(000s)	February 1 - 28, 2014		November 14, 2012 - February 28, 2014			February 1 - 28, 2014		November 14, 2012 - February 28, 2014

Shipping Revenues:

Pool revenues	$	-	$	-		$	-	$	-
Time and bareboat charter revenues		-		-			-		-
Voyage charter revenues		-		-			-		-
		-		-			-		-
Operating Expenses:
Voyage expenses		-		-			-		-
Vessel expenses		-		(2	)		-		-
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		-		(2	)		-		-
Income/(loss) from Vessel Operations		-		2			-		-
Equity in Income/(loss) of Affiliated Companies		-		-			-		-
Operating Income/(loss)		-		2			-		-
Other Income/(expense)		-		-			-		-
Income/(loss) before Interest Expense and Income Taxes		-		2			-		-
Interest Expense		-		-			-		-
Income/(loss) before Reorganization Items and Income Taxes		-		2			-		-
Reorganization Items, net		-		-			-		-
Income/(loss) before Income Taxes		-		2			-		-
Income Tax (Benefit)/Provision		-		-			-		-
Net Income/(Loss)	$	-	$	2		$	-	$	-

Preliminary and Unaudited

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

Page 101 of 168

Appendix C
Overseas Shipholding Group, Inc.
Unaudited Condensed Consolidating Statements of Operations
For the Periods from February 1 - 28, 2014 and November 14, 2012 through February 28, 2014

	Overseas Houston LLC				Overseas Integrity LLC
(000s)	February 1 - 28, 2014		November 14, 2012 - February 28, 2014		February 1 - 28, 2014		November 14, 2012 - February 28, 2014

Shipping Revenues:

Pool revenues	$	-	$	-	$	-	$	-
Time and bareboat charter revenues		1,309		22,066		-		-
Voyage charter revenues		-		-		-		-
		1,309		22,066		-		-
Operating Expenses:
Voyage expenses		5		92		-		-
Vessel expenses		538		8,574		-		(3	)
Charter hire expenses		664		11,308		-		-
Depreciation and amortization		61		963		-		-
General and administrative		17		262		-		-
Goodwill and intangible assets impairment charge		-		-		-		-
(Gain)/loss on disposal of vessels, including impairments		-		-		-		-
Total Operating Expenses		1,286		21,199		-		(3	)
Income/(loss) from Vessel Operations		23		867		-		3
Equity in Income/(loss) of Affiliated Companies		-		-		-		-
Operating Income/(loss)		23		867		-		3
Other Income/(expense)		-		-		-		-
Income/(loss) before Interest Expense and Income Taxes		23		867		-		3
Interest Expense		-		-		-		-
Income/(loss) before Reorganization Items and Income Taxes		23		867		-		3
Reorganization Items, net		-		-		-		-
Income/(loss) before Income Taxes		23		867		-		3
Income Tax (Benefit)/Provision		-		-		-		-
Net Income/(Loss)	$	23	$	867	$	-	$	3

Preliminary and Unaudited

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

Page 102 of 168

Appendix C
Overseas Shipholding Group, Inc.
Unaudited Condensed Consolidating Statements of Operations
For the Periods from February 1 - 28, 2014 and November 14, 2012 through February 28, 2014

	Overseas Long Beach LLC				Overseas Los Angeles LLC
(000s)	February 1 - 28, 2014		November 14, 2012 - February 28, 2014		February 1 - 28, 2014		November 14, 2012 - February 28, 2014

Shipping Revenues:

Pool revenues	$	-	$	-	$	-	$	-
Time and bareboat charter revenues		1,316		22,067		1,316		21,987
Voyage charter revenues		-		-		-		7
		1,316		22,067		1,316		21,994
Operating Expenses:
Voyage expenses		11		187		11		190
Vessel expenses		562		8,647		561		8,845
Charter hire expenses		665		11,323		668		11,375
Depreciation and amortization		44		684		41		642
General and administrative		18		260		16		261
Goodwill and intangible assets impairment charge		-		-		-		-
(Gain)/loss on disposal of vessels, including impairments		-		-		-		-
Total Operating Expenses		1,300		21,101		1,297		21,314
Income/(loss) from Vessel Operations		16		966		19		680
Equity in Income/(loss) of Affiliated Companies		-		-		-		-
Operating Income/(loss)		16		966		19		680
Other Income/(expense)		-		-		-		-
Income/(loss) before Interest Expense and Income Taxes		16		966		19		680
Interest Expense		-		-		-		-
Income/(loss) before Reorganization Items and Income Taxes		16		966		19		680
Reorganization Items, net		-		-		-		-
Income/(loss) before Income Taxes		16		966		19		680
Income Tax (Benefit)/Provision		-		1		-		1
Net Income/(Loss)	$	16	$	965	$	19	$	679

Preliminary and Unaudited

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

Page 103 of 168

Appendix C
Overseas Shipholding Group, Inc.
Unaudited Condensed Consolidating Statements of Operations
For the Periods from February 1 - 28, 2014 and November 14, 2012 through February 28, 2014

	Overseas Martinez LLC				Overseas New Orleans LLC
(000s)	February 1 - 28, 2014		November 14, 2012 - February 28, 2014		February 1 - 28, 2014		November 14, 2012 - February 28, 2014

Shipping Revenues:

Pool revenues	$	-	$	-	$	-	$	-
Time and bareboat charter revenues		1,617		25,642		-		-
Voyage charter revenues		-		61		-		-
		1,617		25,703		-		-
Operating Expenses:
Voyage expenses		20		393		-		-
Vessel expenses		519		9,165		-		5
Charter hire expenses		711		11,966		-		-
Depreciation and amortization		40		470		-		-
General and administrative		16		265		-		-
Goodwill and intangible assets impairment charge		-		-		-		-
(Gain)/loss on disposal of vessels, including impairments		-		-		-		-
Total Operating Expenses		1,306		22,259		-		5
Income/(loss) from Vessel Operations		311		3,445		-		(5	)
Equity in Income/(loss) of Affiliated Companies		-		-		-		-
Operating Income/(loss)		311		3,445		-		(5	)
Other Income/(expense)		-		-		-		-
Income/(loss) before Interest Expense and Income Taxes		311		3,445		-		(5	)
Interest Expense		-		-		-		-
Income/(loss) before Reorganization Items and Income Taxes		311		3,445		-		(5	)
Reorganization Items, net		-		-		-		-
Income/(loss) before Income Taxes		311		3,445		-		(5	)
Income Tax (Benefit)/Provision		-		7		-		-
Net Income/(Loss)	$	311	$	3,438	$	-	$	(5	)

Preliminary and Unaudited

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

Page 104 of 168

Appendix C
Overseas Shipholding Group, Inc.
Unaudited Condensed Consolidating Statements of Operations
For the Periods from February 1 - 28, 2014 and November 14, 2012 through February 28, 2014

	Overseas New York LLC				Overseas Nikiski LLC
(000s)	February 1 - 28, 2014		November 14, 2012 - February 28, 2014		February 1 - 28, 2014			November 14, 2012 - February 28, 2014

Shipping Revenues:

Pool revenues	$	-	$	-	$	-		$	-
Time and bareboat charter revenues		1,309		21,096		1,349			24,992
Voyage charter revenues		-		-		-			66
		1,309		21,096		1,349			25,058
Operating Expenses:
Voyage expenses		5		88		17			392
Vessel expenses		488		8,516		776			9,027
Charter hire expenses		672		11,439		700			11,918
Depreciation and amortization		37		604		44			694
General and administrative		16		261		17			266
Goodwill and intangible assets impairment charge		-		-		-			-
(Gain)/loss on disposal of vessels, including impairments		-		-		-			-
Total Operating Expenses		1,218		20,908		1,555			22,297
Income/(loss) from Vessel Operations		91		188		(206	)		2,761
Equity in Income/(loss) of Affiliated Companies		-		-		-			-
Operating Income/(loss)		91		188		(206	)		2,761
Other Income/(expense)		-		-		-			-
Income/(loss) before Interest Expense and Income Taxes		91		188		(206	)		2,761
Interest Expense		-		-		-			-
Income/(loss) before Reorganization Items and Income Taxes		91		188		(206	)		2,761
Reorganization Items, net		-		-		-			-
Income/(loss) before Income Taxes		91		188		(206	)		2,761
Income Tax (Benefit)/Provision		-		-		-			7
Net Income/(Loss)	$	91	$	188	$	(206	)	$	2,754

Preliminary and Unaudited

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

Page 105 of 168

Appendix C
Overseas Shipholding Group, Inc.
Unaudited Condensed Consolidating Statements of Operations
For the Periods from February 1 - 28, 2014 and November 14, 2012 through February 28, 2014

	Overseas Perseverance Corporation				Overseas Philadelphia LLC
(000s)	February 1 - 28, 2014		November 14, 2012 - February 28, 2014		February 1 - 28, 2014		November 14, 2012 - February 28, 2014

Shipping Revenues:

Pool revenues	$	-	$	-	$	-	$	-
Time and bareboat charter revenues		-		-		-		-
Voyage charter revenues		-		-		-		-
		-		-		-		-
Operating Expenses:
Voyage expenses		-		-		-		-
Vessel expenses		-		-		-		3
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		-		-		-		3
Income/(loss) from Vessel Operations		-		-		-		(3	)
Equity in Income/(loss) of Affiliated Companies		-		-		-		-
Operating Income/(loss)		-		-		-		(3	)
Other Income/(expense)		-		-		-		-
Income/(loss) before Interest Expense and Income Taxes		-		-		-		(3	)
Interest Expense		-		-		-		-
Income/(loss) before Reorganization Items and Income Taxes		-		-		-		(3	)
Reorganization Items, net		-		-		-		-
Income/(loss) before Income Taxes		-		-		-		(3	)
Income Tax (Benefit)/Provision		-		-		-		-
Net Income/(Loss)	$	-	$	-	$	-	$	(3	)

Preliminary and Unaudited

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

Page 106 of 168

Appendix C
Overseas Shipholding Group, Inc.
Unaudited Condensed Consolidating Statements of Operations
For the Periods from February 1 - 28, 2014 and November 14, 2012 through February 28, 2014

	Overseas Puget Sound LLC					Overseas Sea Swift Corporation
(000s)	February 1 - 28, 2014		November 14, 2012 - February 28, 2014			February 1 - 28, 2014		November 14, 2012 - February 28, 2014

Shipping Revenues:

Pool revenues	$	-	$	-		$	-	$	-
Time and bareboat charter revenues		-		-			-		-
Voyage charter revenues		-		-			-		-
		-		-			-		-
Operating Expenses:
Voyage expenses		-		-			-		-
Vessel expenses		-		10			-		-
Charter hire expenses		-		-			-		-
Depreciation and amortization		-		-			-		-
General and administrative		-		(0	)		-		-
Goodwill and intangible assets impairment charge		-		-			-		-
(Gain)/loss on disposal of vessels, including impairments		-		-			-		-
Total Operating Expenses		-		9			-		-
Income/(loss) from Vessel Operations		-		(9	)		-		-
Equity in Income/(loss) of Affiliated Companies		-		-			-		-
Operating Income/(loss)		-		(9	)		-		-
Other Income/(expense)		-		-			-		-
Income/(loss) before Interest Expense and Income Taxes		-		(9	)		-		-
Interest Expense		-		-			-		-
Income/(loss) before Reorganization Items and Income Taxes		-		(9	)		-		-
Reorganization Items, net		-		-			-		-
Income/(loss) before Income Taxes		-		(9	)		-		-
Income Tax (Benefit)/Provision		-		-			-		-
Net Income/(Loss)	$	-	$	(9	)	$	-	$	-

Preliminary and Unaudited

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

Page 107 of 168

Appendix C
Overseas Shipholding Group, Inc.
Unaudited Condensed Consolidating Statements of Operations
For the Periods from February 1 - 28, 2014 and November 14, 2012 through February 28, 2014

	Overseas Shipping (GR) Ltd.					Overseas ST Holding LLC
(000s)	February 1 - 28, 2014		November 14, 2012 - February 28, 2014			February 1 - 28, 2014		November 14, 2012 - February 28, 2014

Shipping Revenues:

Pool revenues	$	-	$	-		$	-	$	-
Time and bareboat charter revenues		-		-			4,019		66,587
Voyage charter revenues		-		-			-		47
		-		-			4,019		66,634
Operating Expenses:
Voyage expenses		-		-			30		530
Vessel expenses		-		3			1,090		17,637
Charter hire expenses		-		-			-		-
Depreciation and amortization		-		-			842		13,962
General and administrative		-		-			33		530
Goodwill and intangible assets impairment charge		-		-			-		-
(Gain)/loss on disposal of vessels, including impairments		-		-			-		-
Total Operating Expenses		-		3			1,995		32,658
Income/(loss) from Vessel Operations		-		(3	)		2,024		33,976
Equity in Income/(loss) of Affiliated Companies		-		-			-		-
Operating Income/(loss)		-		(3	)		2,024		33,976
Other Income/(expense)		-		-			-		-
Income/(loss) before Interest Expense and Income Taxes		-		(3	)		2,024		33,976
Interest Expense		-		-			-		-
Income/(loss) before Reorganization Items and Income Taxes		-		(3	)		2,024		33,976
Reorganization Items, net		-		-			-		-
Income/(loss) before Income Taxes		-		(3	)		2,024		33,976
Income Tax (Benefit)/Provision		-		-			-		-
Net Income/(Loss)	$	-	$	(3	)	$	2,024	$	33,976

Preliminary and Unaudited

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

Page 108 of 168

Appendix C
Overseas Shipholding Group, Inc.
Unaudited Condensed Consolidating Statements of Operations
For the Periods from February 1 - 28, 2014 and November 14, 2012 through February 28, 2014

	Overseas Tampa LLC				Overseas Texas City LLC
(000s)	February 1 - 28, 2014		November 14, 2012 - February 28, 2014		February 1 - 28, 2014		November 14, 2012 - February 28, 2014

Shipping Revenues:

Pool revenues	$	-	$	-	$	-	$	-
Time and bareboat charter revenues		1,820		28,867		1,820		28,803
Voyage charter revenues		3		58		-		24
		1,823		28,925		1,820		28,827
Operating Expenses:
Voyage expenses		23		420		23		404
Vessel expenses		558		8,770		585		9,052
Charter hire expenses		736		12,378		676		11,396
Depreciation and amortization		2		34		39		506
General and administrative		17		264		16		262
Goodwill and intangible assets impairment charge		-		-		-		-
(Gain)/loss on disposal of vessels, including impairments		-		-		-		-
Total Operating Expenses		1,335		21,866		1,340		21,620
Income/(loss) from Vessel Operations		488		7,059		480		7,207
Equity in Income/(loss) of Affiliated Companies		-		-		-		-
Operating Income/(loss)		488		7,059		480		7,207
Other Income/(expense)		-		-		-		-
Income/(loss) before Interest Expense and Income Taxes		488		7,059		480		7,207
Interest Expense		-		-		-		-
Income/(loss) before Reorganization Items and Income Taxes		488		7,059		480		7,207
Reorganization Items, net		-		-		-		-
Income/(loss) before Income Taxes		488		7,059		480		7,207
Income Tax (Benefit)/Provision		-		13		-		-
Net Income/(Loss)	$	488	$	7,047	$	480	$	7,207

Preliminary and Unaudited

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

Page 109 of 168

Appendix C
Overseas Shipholding Group, Inc.
Unaudited Condensed Consolidating Statements of Operations
For the Periods from February 1 - 28, 2014 and November 14, 2012 through February 28, 2014

	Pearlmar Limited					Petromar Limited
(000s)	February 1 - 28, 2014		November 14, 2012 - February 28, 2014			February 1 - 28, 2014			November 14, 2012 - February 28, 2014

Shipping Revenues:

Pool revenues	$	776	$	8,754		$	-		$	-
Time and bareboat charter revenues		-		-			-			-
Voyage charter revenues		-		14			715			12,343
		776		8,769			715			12,343
Operating Expenses:
Voyage expenses		-		12			450			7,098
Vessel expenses		272		3,564			165			3,349
Charter hire expenses		-		-			-			-
Depreciation and amortization		150		3,257			74			1,344
General and administrative		-		0			66			1,066
Goodwill and intangible assets impairment charge		-		-			-			-
(Gain)/loss on disposal of vessels, including impairments		-		17,346			-			14,775
Total Operating Expenses		422		24,180			755			27,632
Income/(loss) from Vessel Operations		353		(15,411	)		(39	)		(15,289	)
Equity in Income/(loss) of Affiliated Companies		-		-			-			-
Operating Income/(loss)		353		(15,411	)		(39	)		(15,289	)
Other Income/(expense)		-		-			-			-
Income/(loss) before Interest Expense and Income Taxes		353		(15,411	)		(39	)		(15,289	)
Interest Expense		-		-			-			-
Income/(loss) before Reorganization Items and Income Taxes		353		(15,411	)		(39	)		(15,289	)
Reorganization Items, net		-		-			-			-
Income/(loss) before Income Taxes		353		(15,411	)		(39	)		(15,289	)
Income Tax (Benefit)/Provision		-		-			-			-
Net Income/(Loss)	$	353	$	(15,411	)	$	(39	)	$	(15,289	)

Preliminary and Unaudited

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

Page 110 of 168

Appendix C
Overseas Shipholding Group, Inc.
Unaudited Condensed Consolidating Statements of Operations
For the Periods from February 1 - 28, 2014 and November 14, 2012 through February 28, 2014

	Pisces Tanker Corporation						Polaris Tanker Corporation
(000s)	February 1 - 28, 2014			November 14, 2012 - February 28, 2014			February 1 - 28, 2014			November 14, 2012 - February 28, 2014

Shipping Revenues:

Pool revenues	$	-		$	-		$	-		$	-
Time and bareboat charter revenues		-			-			-			-
Voyage charter revenues		-			3,940			(1	)		3,821
		-			3,940			(1	)		3,821
Operating Expenses:
Voyage expenses		1			2,381			1			2,370
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		1			4,758			1			4,381
Income/(loss) from Vessel Operations		(1	)		(818	)		(3	)		(560	)
Equity in Income/(loss) of Affiliated Companies		-			-			-			-
Operating Income/(loss)		(1	)		(818	)		(3	)		(560	)
Other Income/(expense)		-			-			-			-
Income/(loss) before Interest Expense and Income Taxes		(1	)		(818	)		(3	)		(560	)
Interest Expense		-			-			-			-
Income/(loss) before Reorganization Items and Income Taxes		(1	)		(818	)		(3	)		(560	)
Reorganization Items, net		-			5,816			-			5,570
Income/(loss) before Income Taxes		(1	)		(6,634	)		(3	)		(6,130	)
Income Tax (Benefit)/Provision		-			-			-			-
Net Income/(Loss)	$	(1	)	$	(6,634	)	$	(3	)	$	(6,130	)

Preliminary and Unaudited

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

Page 111 of 168

Appendix C
Overseas Shipholding Group, Inc.
Unaudited Condensed Consolidating Statements of Operations
For the Periods from February 1 - 28, 2014 and November 14, 2012 through February 28, 2014

	Queens Product Tanker Corporation					Reymar Limited
(000s)	February 1 - 28, 2014		November 14, 2012 - February 28, 2014			February 1 - 28, 2014		November 14, 2012 - February 28, 2014

Shipping Revenues:

Pool revenues	$	-	$	-		$	45	$	6,092
Time and bareboat charter revenues		-		-			360		1,014
Voyage charter revenues		-		9			-		16
		-		9			405		7,121
Operating Expenses:
Voyage expenses		-		3			7		(483	)
Vessel expenses		-		70			199		3,984
Charter hire expenses		-		-			-		-
Depreciation and amortization		-		-			115		2,920
General and administrative		-		-			-		0
Goodwill and intangible assets impairment charge		-		-			-		-
(Gain)/loss on disposal of vessels, including impairments		-		-			-		15,911
Total Operating Expenses		-		73			321		22,333
Income/(loss) from Vessel Operations		-		(65	)		84		(15,212	)
Equity in Income/(loss) of Affiliated Companies		-		-			-		-
Operating Income/(loss)		-		(65	)		84		(15,212	)
Other Income/(expense)		-		-			-		-
Income/(loss) before Interest Expense and Income Taxes		-		(65	)		84		(15,212	)
Interest Expense		-		-			-		-
Income/(loss) before Reorganization Items and Income Taxes		-		(65	)		84		(15,212	)
Reorganization Items, net		-		-			-		-
Income/(loss) before Income Taxes		-		(65	)		84		(15,212	)
Income Tax (Benefit)/Provision		-		-			-		-
Net Income/(Loss)	$	-	$	(65	)	$	84	$	(15,212	)

Preliminary and Unaudited

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

Page 112 of 168

Appendix C
Overseas Shipholding Group, Inc.
Unaudited Condensed Consolidating Statements of Operations
For the Periods from February 1 - 28, 2014 and November 14, 2012 through February 28, 2014

	Rich Tanker Corporation						Rimar Chartering Corporation
(000s)	February 1 - 28, 2014			November 14, 2012 - February 28, 2014			February 1 - 28, 2014			November 14, 2012 - February 28, 2014

Shipping Revenues:

Pool revenues	$	-		$	-		$	-		$	-
Time and bareboat charter revenues		-			455			-			-
Voyage charter revenues		596			13,001			-			797
		596			13,456			-			797
Operating Expenses:
Voyage expenses		383			7,357			0			494
Vessel expenses		(4	)		92			0			308
Charter hire expenses		364			6,490			-			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		743			13,939			0			1,507
Income/(loss) from Vessel Operations		(147	)		(483	)		(0	)		(711	)
Equity in Income/(loss) of Affiliated Companies		-			-			-			-
Operating Income/(loss)		(147	)		(483	)		(0	)		(711	)
Other Income/(expense)		-			-			-			-
Income/(loss) before Interest Expense and Income Taxes		(147	)		(483	)		(0	)		(711	)
Interest Expense		-			-			-			-
Income/(loss) before Reorganization Items and Income Taxes		(147	)		(483	)		(0	)		(711	)
Reorganization Items, net		-			2,159			-			8,825
Income/(loss) before Income Taxes		(147	)		(2,642	)		(0	)		(9,536	)
Income Tax (Benefit)/Provision		-			-			-			-
Net Income/(Loss)	$	(147	)	$	(2,642	)	$	(0	)	$	(9,536	)

Preliminary and Unaudited

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

Page 113 of 168

Appendix C
Overseas Shipholding Group, Inc.
Unaudited Condensed Consolidating Statements of Operations
For the Periods from February 1 - 28, 2014 and November 14, 2012 through February 28, 2014

	Rosalyn Tanker Corporation						Rosemar Limited
(000s)	February 1 - 28, 2014			November 14, 2012 - February 28, 2014			February 1 - 28, 2014			November 14, 2012 - February 28, 2014

Shipping Revenues:

Pool revenues	$	607		$	8,808		$	-		$	-
Time and bareboat charter revenues		-			-			371			5,453
Voyage charter revenues		-			-			-			15
		607			8,808			371			5,467
Operating Expenses:
Voyage expenses		30			286			9			152
Vessel expenses		383			4,836			468			3,980
Charter hire expenses		-			-			-			-
Depreciation and amortization		241			3,683			144			3,193
General and administrative		-			0			-			0
Goodwill and intangible assets impairment charge		-			-			-			-
(Gain)/loss on disposal of vessels, including impairments		-			-			-			18,026
Total Operating Expenses		654			8,805			621			25,352
Income/(loss) from Vessel Operations		(47	)		2			(250	)		(19,884	)
Equity in Income/(loss) of Affiliated Companies		-			-			-			-
Operating Income/(loss)		(47	)		2			(250	)		(19,884	)
Other Income/(expense)		-			-			-			-
Income/(loss) before Interest Expense and Income Taxes		(47	)		2			(250	)		(19,884	)
Interest Expense		-			-			-			-
Income/(loss) before Reorganization Items and Income Taxes		(47	)		2			(250	)		(19,884	)
Reorganization Items, net		8			44			-			-
Income/(loss) before Income Taxes		(55	)		(42	)		(250	)		(19,884	)
Income Tax (Benefit)/Provision		-			-			-			-
Net Income/(Loss)	$	(55	)	$	(42	)	$	(250	)	$	(19,884	)

Preliminary and Unaudited

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

Page 114 of 168

Appendix C
Overseas Shipholding Group, Inc.
Unaudited Condensed Consolidating Statements of Operations
For the Periods from February 1 - 28, 2014 and November 14, 2012 through February 28, 2014

	Rubymar Limited					Sakura Transport Corp.
(000s)	February 1 - 28, 2014		November 14, 2012 - February 28, 2014			February 1 - 28, 2014		November 14, 2012 - February 28, 2014

Shipping Revenues:

Pool revenues	$	-	$	-		$	824	$	8,237
Time and bareboat charter revenues		224		4,016			-		-
Voyage charter revenues		-		-			-		-
		224		4,016			824		8,237
Operating Expenses:
Voyage expenses		-		(0	)		38		416
Vessel expenses		1		(2	)		243		5,319
Charter hire expenses		-		-			-		-
Depreciation and amortization		144		3,076			252		4,371
General and administrative		-		0			-		0
Goodwill and intangible assets impairment charge		-		-			-		-
(Gain)/loss on disposal of vessels, including impairments		-		16,563			-		-
Total Operating Expenses		144		19,637			532		10,106
Income/(loss) from Vessel Operations		80		(15,620	)		292		(1,869	)
Equity in Income/(loss) of Affiliated Companies		-		-			-		-
Operating Income/(loss)		80		(15,620	)		292		(1,869	)
Other Income/(expense)		-		-			-		-
Income/(loss) before Interest Expense and Income Taxes		80		(15,620	)		292		(1,869	)
Interest Expense		-		-			-		-
Income/(loss) before Reorganization Items and Income Taxes		80		(15,620	)		292		(1,869	)
Reorganization Items, net		-		-			-		-
Income/(loss) before Income Taxes		80		(15,620	)		292		(1,869	)
Income Tax (Benefit)/Provision		-		-			-		-
Net Income/(Loss)	$	80	$	(15,620	)	$	292	$	(1,869	)

Preliminary and Unaudited

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

Page 115 of 168

Appendix C
Overseas Shipholding Group, Inc.
Unaudited Condensed Consolidating Statements of Operations
For the Periods from February 1 - 28, 2014 and November 14, 2012 through February 28, 2014

	Samar Product Tanker Corporation						Santorini Tanker LLC
(000s)	February 1 - 28, 2014			November 14, 2012 - February 28, 2014			February 1 - 28, 2014		November 14, 2012 - February 28, 2014

Shipping Revenues:

Pool revenues	$	-		$	-		$	-	$	-
Time and bareboat charter revenues		375			6,146			-		-
Voyage charter revenues		-			2			1,131		21,115
		375			6,148			1,131		21,115
Operating Expenses:
Voyage expenses		9			195			367		7,971
Vessel expenses		139			2,684			289		5,414
Charter hire expenses		-			-			-		-
Depreciation and amortization		130			2,734			155		2,609
General and administrative		-			0			15		244
Goodwill and intangible assets impairment charge		-			-			-		-
(Gain)/loss on disposal of vessels, including impairments		-			19,279			-		-
Total Operating Expenses		278			24,893			827		16,239
Income/(loss) from Vessel Operations		97			(18,745	)		303		4,876
Equity in Income/(loss) of Affiliated Companies		-			-			-		-
Operating Income/(loss)		97			(18,745	)		303		4,876
Other Income/(expense)		(0	)		(3	)		-		-
Income/(loss) before Interest Expense and Income Taxes		97			(18,748	)		303		4,876
Interest Expense		-			(9	)		-		-
Income/(loss) before Reorganization Items and Income Taxes		97			(18,757	)		303		4,876
Reorganization Items, net		8			277			-		-
Income/(loss) before Income Taxes		89			(19,034	)		303		4,876
Income Tax (Benefit)/Provision		-			-			-		-
Net Income/(Loss)	$	89		$	(19,034	)	$	303	$	4,876

Preliminary and Unaudited

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

Page 116 of 168

Appendix C
Overseas Shipholding Group, Inc.
Unaudited Condensed Consolidating Statements of Operations
For the Periods from February 1 - 28, 2014 and November 14, 2012 through February 28, 2014

	Serifos Tanker Corporation						Seventh Aframax Tanker Corporation
(000s)	February 1 - 28, 2014			November 14, 2012 - February 28, 2014			February 1 - 28, 2014		November 14, 2012 - February 28, 2014

Shipping Revenues:

Pool revenues	$	(1	)	$	525		$	-	$	2,051
Time and bareboat charter revenues		-			-			-		-
Voyage charter revenues		988			10,057			1,724		12,103
		987			10,582			1,724		14,155
Operating Expenses:
Voyage expenses		701			5,970			851		7,525
Vessel expenses		193			2,270			176		3,737
Charter hire expenses		175			2,750			-		-
Depreciation and amortization		16			256			133		2,181
General and administrative		-			0			-		-
Goodwill and intangible assets impairment charge		-			-			-		-
(Gain)/loss on disposal of vessels, including impairments		-			-			-		-
Total Operating Expenses		1,085			11,247			1,159		13,442
Income/(loss) from Vessel Operations		(98	)		(665	)		565		712
Equity in Income/(loss) of Affiliated Companies		-			-			-		-
Operating Income/(loss)		(98	)		(665	)		565		712
Other Income/(expense)		-			(13	)		-		-
Income/(loss) before Interest Expense and Income Taxes		(98	)		(678	)		565		712
Interest Expense		-			-			-		-
Income/(loss) before Reorganization Items and Income Taxes		(98	)		(678	)		565		712
Reorganization Items, net		-			15,145			-		-
Income/(loss) before Income Taxes		(98	)		(15,823	)		565		712
Income Tax (Benefit)/Provision		-			-			-		-
Net Income/(Loss)	$	(98	)	$	(15,823	)	$	565	$	712

Preliminary and Unaudited

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

Page 117 of 168

Appendix C
Overseas Shipholding Group, Inc.
Unaudited Condensed Consolidating Statements of Operations
For the Periods from February 1 - 28, 2014 and November 14, 2012 through February 28, 2014

	Shirley Tanker SRL					Sifnos Tanker Corporation
(000s)	February 1 - 28, 2014		November 14, 2012 - February 28, 2014			February 1 - 28, 2014			November 14, 2012 - February 28, 2014

Shipping Revenues:						��

Pool revenues	$	-	$	2,004		$	343		$	6,570
Time and bareboat charter revenues		-		-			-			-
Voyage charter revenues		1,721		11,600			-			-
		1,721		13,604			343			6,570
Operating Expenses:
Voyage expenses		851		7,177			-			15
Vessel expenses		264		4,399			191			3,105
Charter hire expenses		-		-			175			3,672
Depreciation and amortization		300		4,835			31			358
General and administrative		7		75			-			0
Goodwill and intangible assets impairment charge		-		-			-			-
(Gain)/loss on disposal of vessels, including impairments		-		-			-			-
Total Operating Expenses		1,422		16,485			397			7,151
Income/(loss) from Vessel Operations		299		(2,881	)		(54	)		(581	)
Equity in Income/(loss) of Affiliated Companies		-		-			-			-
Operating Income/(loss)		299		(2,881	)		(54	)		(581	)
Other Income/(expense)		-		0			-			(13	)
Income/(loss) before Interest Expense and Income Taxes		299		(2,881	)		(54	)		(594	)
Interest Expense		-		(15	)		-			-
Income/(loss) before Reorganization Items and Income Taxes		299		(2,896	)		(54	)		(594	)
Reorganization Items, net		8		236			-			13,781
Income/(loss) before Income Taxes		291		(3,132	)		(54	)		(14,375	)
Income Tax (Benefit)/Provision		-		-			-			-
Net Income/(Loss)	$	291	$	(3,132	)	$	(54	)	$	(14,375	)

Preliminary and Unaudited

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

Page 118 of 168

Appendix C
Overseas Shipholding Group, Inc.
Unaudited Condensed Consolidating Statements of Operations
For the Periods from February 1 - 28, 2014 and November 14, 2012 through February 28, 2014

	Silvermar Limited					Sixth Aframax Tanker Corporation
(000s)	February 1 - 28, 2014		November 14, 2012 - February 28, 2014			February 1 - 28, 2014		November 14, 2012 - February 28, 2014

Shipping Revenues:

Pool revenues	$	802	$	8,507		$	-	$	857
Time and bareboat charter revenues		-		-			-		1,886
Voyage charter revenues		-		10			1,721		11,832
		802		8,517			1,721		14,575
Operating Expenses:
Voyage expenses		-		13			851		7,385
Vessel expenses		187		2,859			253		3,937
Charter hire expenses		-		-			-		-
Depreciation and amortization		151		3,198			141		2,150
General and administrative		-		0			-		0
Goodwill and intangible assets impairment charge		-		-			-		-
(Gain)/loss on disposal of vessels, including impairments		-		16,981			-		-
Total Operating Expenses		339		23,052			1,245		13,473
Income/(loss) from Vessel Operations		463		(14,535	)		477		1,102
Equity in Income/(loss) of Affiliated Companies		-		-			-		-
Operating Income/(loss)		463		(14,535	)		477		1,102
Other Income/(expense)		-		-			-		-
Income/(loss) before Interest Expense and Income Taxes		463		(14,535	)		477		1,102
Interest Expense		-		-			-		-
Income/(loss) before Reorganization Items and Income Taxes		463		(14,535	)		477		1,102
Reorganization Items, net		-		-			-		-
Income/(loss) before Income Taxes		463		(14,535	)		477		1,102
Income Tax (Benefit)/Provision		-		-			-		-
Net Income/(Loss)	$	463	$	(14,535	)	$	477	$	1,102

Preliminary and Unaudited

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

Page 119 of 168

Appendix C
Overseas Shipholding Group, Inc.
Unaudited Condensed Consolidating Statements of Operations
For the Periods from February 1 - 28, 2014 and November 14, 2012 through February 28, 2014

	Skopelos Product Tanker Corporation				Star Chartering Corporation
(000s)	February 1 - 28, 2014		November 14, 2012 - February 28, 2014		February 1 - 28, 2014			November 14, 2012 - February 28, 2014

Shipping Revenues:

Pool revenues	$	-	$	-	$	-		$	-
Time and bareboat charter revenues		-		-		413			6,632
Voyage charter revenues		882		15,279		-			-
		882		15,279		413			6,632
Operating Expenses:
Voyage expenses		516		9,293		-			-
Vessel expenses		197		2,736		2			41
Charter hire expenses		-		-		413			6,633
Depreciation and amortization		102		1,704		-			-
General and administrative		-		0		-			-
Goodwill and intangible assets impairment charge		-		-		-			-
(Gain)/loss on disposal of vessels, including impairments		-		-		-			-
Total Operating Expenses		815		13,733		415			6,674
Income/(loss) from Vessel Operations		67		1,545		(2	)		(43	)
Equity in Income/(loss) of Affiliated Companies		-		-		-			-
Operating Income/(loss)		67		1,545		(2	)		(43	)
Other Income/(expense)		-		-		-			-
Income/(loss) before Interest Expense and Income Taxes		67		1,545		(2	)		(43	)
Interest Expense		-		-		-			-
Income/(loss) before Reorganization Items and Income Taxes		67		1,545		(2	)		(43	)
Reorganization Items, net		-		-		-			-
Income/(loss) before Income Taxes		67		1,545		(2	)		(43	)
Income Tax (Benefit)/Provision		-		-		-			-
Net Income/(Loss)	$	67	$	1,545	$	(2	)	$	(43	)

Preliminary and Unaudited

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

Page 120 of 168

Appendix C
Overseas Shipholding Group, Inc.
Unaudited Condensed Consolidating Statements of Operations
For the Periods from February 1 - 28, 2014 and November 14, 2012 through February 28, 2014

	Suezmax International Agencies, Inc.						Talara Chartering Corporation
(000s)	February 1 - 28, 2014			November 14, 2012 - February 28, 2014			February 1 - 28, 2014		November 14, 2012 - February 28, 2014

Shipping Revenues:

Pool revenues	$	-		$	10,603		$	0	$	1,363
Time and bareboat charter revenues		-			-			-		-
Voyage charter revenues		616			8,121			-		7
		616			18,724			0		1,371
Operating Expenses:
Voyage expenses		326			5,303			-		(329	)
Vessel expenses		2			140			-		545
Charter hire expenses		153			16,576			-		1,730
Depreciation and amortization		-			-			-		34
General and administrative		164			1,324			-		0
Goodwill and intangible assets impairment charge		-			-			-		-
(Gain)/loss on disposal of vessels, including impairments		-			-			-		-
Total Operating Expenses		645			23,343			-		1,980
Income/(loss) from Vessel Operations		(29	)		(4,618	)		0		(609	)
Equity in Income/(loss) of Affiliated Companies		-			-			-		-
Operating Income/(loss)		(29	)		(4,618	)		0		(609	)
Other Income/(expense)		-			-			-		-
Income/(loss) before Interest Expense and Income Taxes		(29	)		(4,618	)		0		(609	)
Interest Expense		-			-			-		-
Income/(loss) before Reorganization Items and Income Taxes		(29	)		(4,618	)		0		(609	)
Reorganization Items, net		-			-			-		36,040
Income/(loss) before Income Taxes		(29	)		(4,618	)		0		(36,649	)
Income Tax (Benefit)/Provision		-			-			-		-
Net Income/(Loss)	$	(29	)	$	(4,618	)	$	0	$	(36,649	)

Preliminary and Unaudited

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

Page 121 of 168

Appendix C
Overseas Shipholding Group, Inc.
Unaudited Condensed Consolidating Statements of Operations
For the Periods from February 1 - 28, 2014 and November 14, 2012 through February 28, 2014

	Third United Shipping Corporation				Tokyo Transport Corp.
(000s)	February 1 - 28, 2014		November 14, 2012 - February 28, 2014		February 1 - 28, 2014		November 14, 2012 - February 28, 2014

Shipping Revenues:

Pool revenues	$	-	$	-	$	1,281	$	10,687
Time and bareboat charter revenues		-		-		-		-
Voyage charter revenues		-		-		-		-
		-		-		1,281		10,687
Operating Expenses:
Voyage expenses		-		-		1		404
Vessel expenses		-		-		201		4,472
Charter hire expenses		-		-		-		-
Depreciation and amortization		-		-		247		4,185
General and administrative		-		-		-		0
Goodwill and intangible assets impairment charge		-		-		-		-
(Gain)/loss on disposal of vessels, including impairments		-		-		-		-
Total Operating Expenses		-		-		449		9,062
Income/(loss) from Vessel Operations		-		-		832		1,626
Equity in Income/(loss) of Affiliated Companies		-		-		-		-
Operating Income/(loss)		-		-		832		1,626
Other Income/(expense)		-		-		-		-
Income/(loss) before Interest Expense and Income Taxes		-		-		832		1,626
Interest Expense		-		-		-		-
Income/(loss) before Reorganization Items and Income Taxes		-		-		832		1,626
Reorganization Items, net		-		-		-		-
Income/(loss) before Income Taxes		-		-		832		1,626
Income Tax (Benefit)/Provision		-		-		-		-
Net Income/(Loss)	$	-	$	-	$	832	$	1,626

Preliminary and Unaudited

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

Page 122 of 168

Appendix C
Overseas Shipholding Group, Inc.
Unaudited Condensed Consolidating Statements of Operations
For the Periods from February 1 - 28, 2014 and November 14, 2012 through February 28, 2014

	Transbulk Carriers, Inc.				Troy Chartering Corporation
(000s)	February 1 - 28, 2014		November 14, 2012 - February 28, 2014		February 1 - 28, 2014		November 14, 2012 - February 28, 2014

Shipping Revenues:

Pool revenues	$	-	$	-	$	1	$	1,196
Time and bareboat charter revenues		-		-		-		-
Voyage charter revenues		-		-		-		12
		-		-		1		1,207
Operating Expenses:
Voyage expenses		-		-		-		49
Vessel expenses		-		-		1		465
Charter hire expenses		-		-		-		1,676
Depreciation and amortization		-		-		-		35
General and administrative		-		-		-		1
Goodwill and intangible assets impairment charge		-		-		-		-
(Gain)/loss on disposal of vessels, including impairments		-		-		-		-
Total Operating Expenses		-		-		1		2,225
Income/(loss) from Vessel Operations		-		-		1		(1,018	)
Equity in Income/(loss) of Affiliated Companies		-		-		-		-
Operating Income/(loss)		-		-		1		(1,018	)
Other Income/(expense)		-		-		-		-
Income/(loss) before Interest Expense and Income Taxes		-		-		1		(1,018	)
Interest Expense		-		-		-		-
Income/(loss) before Reorganization Items and Income Taxes		-		-		1		(1,018	)
Reorganization Items, net		-		-		-		37,194
Income/(loss) before Income Taxes		-		-		1		(38,211	)
Income Tax (Benefit)/Provision		-		-		-		-
Net Income/(Loss)	$	-	$	-	$	1	$	(38,211	)

Preliminary and Unaudited

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

Page 123 of 168

Appendix C
Overseas Shipholding Group, Inc.
Unaudited Condensed Consolidating Statements of Operations
For the Periods from February 1 - 28, 2014 and November 14, 2012 through February 28, 2014

	Troy Product Corporation				Urban Tanker Corporation
(000s)	February 1 - 28, 2014		November 14, 2012 - February 28, 2014		February 1 - 28, 2014			November 14, 2012 - February 28, 2014

Shipping Revenues:

Pool revenues	$	-	$	-	$	337		$	6,937
Time and bareboat charter revenues		-		-		-			-
Voyage charter revenues		-		-		-			(8	)
		-		-		337			6,928
Operating Expenses:
Voyage expenses		-		-		-			(27	)
Vessel expenses		-		-		8			73
Charter hire expenses		-		-		364			6,589
Depreciation and amortization		-		-		-			-
General and administrative		-		-		-			-
Goodwill and intangible assets impairment charge		-		-		-			-
(Gain)/loss on disposal of vessels, including impairments		-		-		-			-
Total Operating Expenses		-		-		372			6,635
Income/(loss) from Vessel Operations		-		-		(36	)		294
Equity in Income/(loss) of Affiliated Companies		-		-		-			-
Operating Income/(loss)		-		-		(36	)		294
Other Income/(expense)		-		-		-			-
Income/(loss) before Interest Expense and Income Taxes		-		-		(36	)		294
Interest Expense		-		-		-			-
Income/(loss) before Reorganization Items and Income Taxes		-		-		(36	)		294
Reorganization Items, net		-		-		-			4,083
Income/(loss) before Income Taxes		-		-		(36	)		(3,789	)
Income Tax (Benefit)/Provision		-		-		-			-
Net Income/(Loss)	$	-	$	-	$	(36	)	$	(3,789	)

Preliminary and Unaudited

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

Page 124 of 168

Appendix C
Overseas Shipholding Group, Inc.
Unaudited Condensed Consolidating Statements of Operations
For the Periods from February 1 - 28, 2014 and November 14, 2012 through February 28, 2014

	Vega Tanker Corporation					View Tanker Corporation
(000s)	February 1 - 28, 2014		November 14, 2012 - February 28, 2014			February 1 - 28, 2014			November 14, 2012 - February 28, 2014

Shipping Revenues:

Pool revenues	$	-	$	-		$	(1	)	$	38
Time and bareboat charter revenues		-		-			-			4,686
Voyage charter revenues		-		-			697			3,594
		-		-			697			8,318
Operating Expenses:
Voyage expenses		-		-			347			1,959
Vessel expenses		-		80			10			91
Charter hire expenses		-		-			364			6,122
Depreciation and amortization		-		-			-			-
General and administrative		-		-			52			52
Goodwill and intangible assets impairment charge		-		-			-			-
(Gain)/loss on disposal of vessels, including impairments		-		-			-			-
Total Operating Expenses		-		80			773			8,224
Income/(loss) from Vessel Operations		-		(80	)		(76	)		95
Equity in Income/(loss) of Affiliated Companies		-		-			-			-
Operating Income/(loss)		-		(80	)		(76	)		95
Other Income/(expense)		-		-			-			-
Income/(loss) before Interest Expense and Income Taxes		-		(80	)		(76	)		95
Interest Expense		-		-			-			-
Income/(loss) before Reorganization Items and Income Taxes		-		(80	)		(76	)		95
Reorganization Items, net		-		-			-			3,104
Income/(loss) before Income Taxes		-		(80	)		(76	)		(3,010	)
Income Tax (Benefit)/Provision		-		-			-			-
Net Income/(Loss)	$	-	$	(80	)	$	(76	)	$	(3,010	)

Preliminary and Unaudited

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

Page 125 of 168

Appendix C
Overseas Shipholding Group, Inc.
Unaudited Condensed Consolidating Statements of Operations
For the Periods from February 1 - 28, 2014 and November 14, 2012 through February 28, 2014

	Vivian Tankships Corporation				Vulpecula Chartering Corporation
(000s)	February 1 - 28, 2014		November 14, 2012 - February 28, 2014		February 1 - 28, 2014			November 14, 2012 - February 28, 2014

Shipping Revenues:

Pool revenues	$	-	$	-	$	-		$	-
Time and bareboat charter revenues		-		-		-			-
Voyage charter revenues		-		-		(2	)		3,807
		-		-		(2	)		3,807
Operating Expenses:
Voyage expenses		-		-		3			1,980
Vessel expenses		-		-		1			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		-		-		4			3,819
Income/(loss) from Vessel Operations		-		-		(5	)		(13	)
Equity in Income/(loss) of Affiliated Companies		-		-		-			-
Operating Income/(loss)		-		-		(5	)		(13	)
Other Income/(expense)		-		-		-			-
Income/(loss) before Interest Expense and Income Taxes		-		-		(5	)		(13	)
Interest Expense		-		-		-			-
Income/(loss) before Reorganization Items and Income Taxes		-		-		(5	)		(13	)
Reorganization Items, net		-		-		-			4,357
Income/(loss) before Income Taxes		-		-		(5	)		(4,369	)
Income Tax (Benefit)/Provision		-		-		-			-
Net Income/(Loss)	$	-	$	-	$	(5	)	$	(4,369	)

Preliminary and Unaudited

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

Page 126 of 168

Appendix C
Overseas Shipholding Group, Inc.
Unaudited Condensed Consolidating Statements of Operations
For the Periods from February 1 - 28, 2014 and November 14, 2012 through February 28, 2014

	Wind Aframax Tanker Corporation					Combined Debtors
(000s)	February 1 - 28, 2014		November 14, 2012 - February 28, 2014			February 1 - 28, 2014			November 14, 2012 - February 28, 2014

Shipping Revenues:

Pool revenues	$	-	$	-		$	13,868		$	237,367
Time and bareboat charter revenues		-		-			30,705			487,485
Voyage charter revenues		-		-			49,790			640,234
		-		-			94,363			1,365,087
Operating Expenses:
Voyage expenses		-		-			25,438			339,510
Vessel expenses		-		(0	)		21,449			346,398
Charter hire expenses		-		10			14,602			291,100
Depreciation and amortization		-		-			12,475			229,783
General and administrative		-		-			7,530			90,164
Goodwill and intangible assets impairment charge		-		-			-			16,293
(Gain)/loss on disposal of vessels, including impairments		-		-			-			644,580
Total Operating Expenses		-		10			81,494			1,957,827
Income/(loss) from Vessel Operations		-		(10	)		12,869			(592,740	)
Equity in Income/(loss) of Affiliated Companies		-		-			1,971			52,807
Operating Income/(loss)		-		(10	)		14,840			(539,933	)
Other Income/(expense)		-		-			(1,601	)		(21,673	)
Income/(loss) before Interest Expense and Income Taxes		-		(10	)		13,238			(561,606	)
Interest Expense		-		-			(122	)		(337	)
Income/(loss) before Reorganization Items and Income Taxes		-		(10	)		13,116			(561,943	)
Reorganization Items, net		-		-			6,531			381,654
Income/(loss) before Income Taxes		-		(10	)		6,585			(943,597	)
Income Tax (Benefit)/Provision		-		-			(1,714	)		(25,167	)
Net Income/(Loss)	$	-	$	(10	)	$	8,299		$	(918,430	)

Preliminary and Unaudited

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

Page 127 of 168

Appendix C
Overseas Shipholding Group, Inc.
Unaudited Condensed Consolidating Statements of Operations
For the Periods from February 1 - 28, 2014 and November 14, 2012 through February 28, 2014

	Eliminations						Consolidated Debtors
(000s)	February 1 - 28, 2014			November 14, 2012 - February 28, 2014			February 1 - 28, 2014			November 14, 2012 - February 28, 2014

Shipping Revenues:

Pool revenues	$	(221	)	$	(1,543	)	$	13,647		$	235,825
Time and bareboat charter revenues		(137	)		(9,756	)		30,568			477,729
Voyage charter revenues		-			-			49,790			640,234
		(358	)		(11,299	)		94,004			1,353,788
Operating Expenses:
Voyage expenses		-			-			25,438			339,510
Vessel expenses		-			-			21,449			346,398
Charter hire expenses		(358	)		(11,299	)		14,244			279,801
Depreciation and amortization		-			-			12,475			229,783
General and administrative		-			-			7,530			90,164
Goodwill and intangible assets impairment charge		-			-			-			16,293
(Gain)/loss on disposal of vessels, including impairments		-			-			-			644,580
Total Operating Expenses		(358	)		(11,299	)		81,135			1,946,528
Income/(loss) from Vessel Operations		-			-			12,870			(592,740	)
Equity in Income/(loss) of Affiliated Companies		-			-			1,971			52,806
Operating Income/(loss)		-			-			14,841			(539,934	)
Other Income/(expense)		-			-			(1,601	)		(21,673	)
Income/(loss) before Interest Expense and Income Taxes		-			-			13,239			(561,607	)
Interest Expense		-			-			(122	)		(338	)
Income/(loss) before Reorganization Items and Income Taxes		-			-			13,117			(561,945	)
Reorganization Items, net		-			-			6,531			381,654
Income/(loss) before Income Taxes		-			-			6,586			(943,599	)
Income Tax (Benefit)/Provision		-			-			(1,714	)		(25,167	)
Net Income/(Loss)	$	-		$	-		$	8,300		$	(918,432	)

Preliminary and Unaudited

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

Page 128 of 168

Appendix C
Overseas Shipholding Group, Inc.
Unaudited Condensed Consolidating Statements of Operations
For the Periods from February 1 - 28, 2014 and November 14, 2012 through February 28, 2014

	Total Non-Debtors						Eliminations
(000s)	February 1 - 28, 2014			November 14, 2012 - February 28, 2014			February 1 - 28, 2014		November 14, 2012 - February 28, 2014

Shipping Revenues:

Pool revenues	$	0		$	172		$	-	$	-
Time and bareboat charter revenues		-			117			-		-
Voyage charter revenues		-			(167	)		-		-
		0			122			-		-
Operating Expenses:
Voyage expenses		-			(411	)		-		-
Vessel expenses		99			600			-		-
Charter hire expenses		-			334			-		-
Depreciation and amortization		(97	)		(889	)		-		-
General and administrative		3,414			37,569			-		-
Goodwill and intangible assets impairment charge		-			(79	)		-		-
(Gain)/loss on disposal of vessels, including impairments		(4	)		84			-		-
Total Operating Expenses		3,411			37,208			-		-
Income/(loss) from Vessel Operations		(3,411	)		(37,086	)		-		-
Equity in Income/(loss) of Affiliated Companies		-			-			-		-
Operating Income/(loss)		(3,411	)		(37,086	)		-		-
Other Income/(expense)		1,640			22,838			-		-
Income/(loss) before Interest Expense and Income Taxes		(1,770	)		(14,248	)		-		-
Interest Expense		-			0			-		-
Income/(loss) before Reorganization Items and Income Taxes		(1,770	)		(14,248	)		-		-
Reorganization Items, net		-			0			-		-
Income/(loss) before Income Taxes		(1,770	)		(14,248	)		-		-
Income Tax (Benefit)/Provision		204			4,102			-		-
Net Income/(Loss)	$	(1,975	)	$	(18,350	)	$	-	$	-

Preliminary and Unaudited

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

Page 129 of 168

Appendix C
Overseas Shipholding Group, Inc.
Unaudited Condensed Consolidating Statements of Operations
For the Periods from February 1 - 28, 2014 and November 14, 2012 through February 28, 2014

	Consolidated Overseas Shipholding Group, Inc.
(000s)	February 1 - 28, 2014			November 14, 2012 – February 28, 2014

Shipping Revenues:

Pool revenues	$	13,647		$	235,996
Time and bareboat charter revenues		30,568			477,846
Voyage charter revenues		49,790			640,068
		94,005			1,353,910
Operating Expenses:
Voyage expenses		25,438			339,099
Vessel expenses		21,548			346,998
Charter hire expenses		14,244			280,135
Depreciation and amortization		12,378			228,894
General and administrative		10,943			127,732
Goodwill and intangible assets impairment charge		-			16,214
(Gain)/loss on disposal of vessels, including impairments		(4	)		644,664
Total Operating Expenses		84,547			1,983,736
Income/(loss) from Vessel Operations		9,458			(629,826	)
Equity in Income/(loss) of Affiliated Companies		1,971			52,806
Operating Income/(loss)		11,429			(577,020	)
Other Income/(expense)		39			1,165
Income/(loss) before Interest Expense and Income Taxes		11,468			(575,855	)
Interest Expense		(122	)		(338	)
Income/(loss) before Reorganization Items and Income Taxes		11,346			(576,193	)
Reorganization Items, net		6,531			381,654
Income/(loss) before Income Taxes		4,815			(957,847	)
Income Tax (Benefit)/Provision		(1,510	)		(21,065	)
Net Income/(Loss)	$	6,325		$	(936,782	)

Preliminary and Unaudited

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

Page 130 of 168

Appendix C
Overseas Shipholding Group, Inc.
Unaudited Condensed Consolidating Balance Sheets
As of November 13, 2012 and February 28, 2014

	Overseas Shipholding Group, Inc.						OSG International, Inc.						OSG Bulk Ships, Inc.				1372 Tanker Corporation						Africa Tanker Corporation
(000s)	November 13, 2012			February 28, 2014			November 13, 2012			February 28, 2014			November 13, 2012		February 28, 2014		November 13, 2012			February 28, 2014			November 13, 2012			February 28, 2014
ASSETS
Current Assets:
Cash and cash equivalents	$	320,126		$	186,045		$	3,986		$	138,702		$	46,300	$	20,396	$	-		$	-		$	-		$	-
Voyage receivables		530			0			(990	)		(756	)		-		-		2,611			5,733			-			-
Other receivables		5,011			3,973			13,363			700			746		41		27			35			(1	)		(1	)
Inventory		-			-			-			-			-		-		-			1,717			-			-
Prepaid expenses and other current assets		16,696			6,992			(133	)		-			-		-		75			96			18			100
Total Current Assets		342,364			197,010			16,227			138,646			47,046		20,436		2,713			7,581			18			99
Vessels and other property, less accumulated depreciation		-			-			-			148			-		-		50,585			47,169			-			-
Deferred drydock expenditures, net		-			-			-			-			-		-		2,212			1,641			-			-
Total Vessels, Deferred Drydock and Other Property		-			-			-			148			-		-		52,797			48,810			-			-
Investments in Affiliated Companies		38			253			(2,998	)		38,498			-		-		-			-			231,376			274,032
Intangible Assets, less accumulated amortization		-			-			-			-			-		-		-			-			-			-
Goodwill		-			-			-			-			-		-		-			-			-			-
Investments in subsidiaries		816,000			816,000			2,036,505			2,036,512			1,512,260		1,512,260		-			-			-			-
Intercompany loans receivable and accrued interest		267,376			275,393			180,732			135,437			-		-		-			-			-			-
Pre-petition intercompany receivables from debtors		331,328			352,780			339,231			339,233			986,889		986,888		16,336			16,336			259,313			259,313
Pre-petition Intercompany receivables from non-debtors		10,840			10,345			1,487,388			1,498,820			4,045		4,045		-			-			4,350			4,350
Post-petition intercompany receivables from non-debtors		-			490			-			16,871			-		-		-			-			-			-
Post-petition Intercompany receivables from debtors		-			15,167			-			53,366			-		36,904		-			-			-			-
Other Assets		0			9,170			6			25			237		151		21			(91	)		-			-
Total Assets	$	1,767,945		$	1,676,608		$	4,057,090		$	4,257,555		$	2,550,477	$	2,560,684	$	71,867		$	72,636		$	495,057		$	537,795

LIABILITIES AND (DEFICIT)/EQUITY
Current Liabilities Not Subject to Compromise:
Accounts payable, accrued expenses and other current liabilities		8,019			272,651			-			180			55		1,230		1,150			336			-			-
Total Current Liabilities Not Subject to Compromise		8,019			272,651			-			180			55		1,230		1,150			336			-			-

Noncurrent Liabilities Not Subject to Compromise:
Intercompany loans payable and accrued interest		-			-			-			79,810			-		53,207		-			504			-			-
Post-petition intercompany payables to non-debtors		-			-			-			27,890			-		5		-			487			-			-
Post-petition intercompany payables to other debtors		-			14,264			-			180,601			-		9,195		-			2,566			-			1,133
Deferred Gain/(loss) on Sale and Leaseback of Vessels		-			-			-			-			-		-		-			-			-			-
Deferred Income Taxes and Other Liabilities		724,132			392,947			-			-			-		-		-			-			43			-
Total Liabilities Not Subject to Compromise		732,151			679,862			-			288,481			55		63,638		1,150			3,893			43			1,133

Liabilities Subject to Compromise:
Pre-petition intercompany loans payable and accrued interest		-			-			227,716			152,549			50,033		33		-			-			-			-
Pre-petition intercompany payables to non-debtors		12,677			12,677			317,740			317,740			59,165		59,165		28,127			28,120			17			17
Pre-petition intercompany payables to other debtors		29,734			44,070			1,932,666			1,954,310			1,079,806		1,079,614		-			-			39			39
Other liabilities		2,018,557			2,022,640			509			773			2,210		3,648		47,035			45,522			-			-
Total Liabilities Subject to Compromise		2,060,968			2,079,387			2,478,631			2,425,373			1,191,215		1,142,461		75,161			73,642			56			56

Total Liabilities		2,793,118			2,759,249			2,478,631			2,713,854			1,191,270		1,206,099		76,311			77,535			99			1,189
(Deficit)/Equity:
Total (Deficit)/Equity		(1,025,174	)		(1,082,641	)		1,578,459			1,543,701			1,359,207		1,354,585		(4,444	)		(4,899	)		494,959			536,607
Total Liabilities and (Deficit)/Equity	$	1,767,945		$	1,676,608		$	4,057,090		$	4,257,555		$	2,550,477	$	2,560,684	$	71,867		$	72,636		$	495,057		$	537,795

Preliminary and Unaudited

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

Page 131 of 168

Appendix C
Overseas Shipholding Group, Inc.
Unaudited Condensed Consolidating Balance Sheets
As of November 13, 2012 and February 28, 2014

	Alcesmar Limited						Alcmar Limited						Alpha Suezmax Corporation						Alpha Tanker Corporation						Amalia Product Corporation
(000s)	November 13, 2012			February 28, 2014			November 13, 2012			February 28, 2014			November 13, 2012			February 28, 2014			November 13, 2012			February 28, 2014			November 13, 2012			February 28, 2014
ASSETS
Current Assets:
Cash and cash equivalents	$	-		$	-		$	-		$	-		$	-		$	-		$	-		$	-		$	-		$	-
Voyage receivables		1,547			1,692			153			1,636			2,957			41			(62	)		(64	)		2,562			2,343
Other receivables		11			50			(24	)		(31	)		2,741			937			131			-			6			22
Inventory		-			-			-			-			-			-			-			-			38			-
Prepaid expenses and other current assets		21			34			21			35			528			-			-			-			388			38
Total Current Assets		1,579			1,776			150			1,641			6,226			978			69			(64	)		2,995			2,403
Vessels and other property, less accumulated depreciation		34,822			14,918			34,750			15,191			228			-			-			-			51,954			47,898
Deferred drydock expenditures, net		674			907			401			904			1,800			-			-			-			1,747			1,136
Total Vessels, Deferred Drydock and Other Property		35,496			15,825			35,151			16,094			2,028			-			-			-			53,701			49,035
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		-			2,968			-			1,979			-			4,023			-			-			-			7,111
Other Assets		(13	)		(3	)		0			(12	)		55			-			-			-			(1	)		(1	)
Total Assets	$	41,292		$	24,796		$	43,827		$	27,928		$	14,825		$	11,517		$	707		$	574		$	64,121		$	65,374

LIABILITIES AND (DEFICIT)/EQUITY
Current Liabilities Not Subject to Compromise:
Accounts payable, accrued expenses and other current liabilities		44			169			708			782			116			97			-			-			41			471
Total Current Liabilities Not Subject to Compromise		44			169			708			782			116			97			-			-			41			471

Noncurrent Liabilities Not Subject to Compromise:
Intercompany loans payable and accrued interest		-			-			-			-			-			-			-			-			-			-
Post-petition intercompany payables to non-debtors		-			1,266			-			1,400			-			-			-			-			-			-
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		44			1,436			708			2,182			116			97			-			-			41			471

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			19,761			19,883			19,761			-			13,450			-			-			-			-
Total Liabilities Subject to Compromise		26,940			26,818			27,811			27,689			29,620			43,070			147			147			6,325			6,325

Total Liabilities		26,984			28,253			28,519			29,871			29,736			43,167			147			147			6,366			6,796
(Deficit)/Equity:
Total (Deficit)/Equity		14,308			(3,458	)		15,308			(1,942	)		(14,912	)		(31,650	)		560			427			57,755			58,578
Total Liabilities and (Deficit)/Equity	$	41,292		$	24,796		$	43,827		$	27,928		$	14,825		$	11,517		$	707		$	574		$	64,121		$	65,374

Preliminary and Unaudited

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

Page 132 of 168

Appendix C
Overseas Shipholding Group, Inc.
Unaudited Condensed Consolidating Balance Sheets
As of November 13, 2012 and February 28, 2014

	Ambermar Product Carrier Corporation				Ambermar Tanker Corporation						Andromar Limited						Antigmar Limited						Aqua Tanker Corporation
(000s)	November 13, 2012		February 28, 2014		November 13, 2012			February 28, 2014			November 13, 2012			February 28, 2014			November 13, 2012			February 28, 2014			November 13, 2012		February 28, 2014
ASSETS
Current Assets:
Cash and cash equivalents	$	-	$	-	$	-		$	-		$	-		$	-		$	-		$	-		$	-	$	-
Voyage receivables		1,417		328		(22	)		-			1,480			1,600			270			1,741			455		449
Other receivables		14		430		-			-			20			(13	)		(27	)		(11	)		3,779		4,038
Inventory		318		253		-			-			-			-			484			-			-		-
Prepaid expenses and other current assets		21		38		1,071			-			23			35			21			36			4,651		4,651
Total Current Assets		1,769		1,049		1,049			-			1,523			1,622			748			1,766			8,884		9,137
Vessels and other property, less accumulated depreciation		26,361		9,754		-			-			35,473			15,086			35,287			15,211			-		-
Deferred drydock expenditures, net		1,657		1,157		-			-			534			49			395			126			-		-
Total Vessels, Deferred Drydock and Other Property		28,018		10,911		-			-			36,006			15,135			35,682			15,337			-		-
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		-		4,990		-			1,318			-			2,847			-			2,413			-		-
Other Assets		33		25		-			(281	)		(20	)		(18	)		(24	)		-			-		-
Total Assets	$	45,929	$	33,083	$	1,934		$	1,922		$	52,947		$	34,724		$	52,233		$	35,344		$	9,523	$	9,776

LIABILITIES AND (DEFICIT)/EQUITY
Current Liabilities Not Subject to Compromise:
Accounts payable, accrued expenses and other current liabilities		374		805		4			1			928			44			469			135			57		113
Total Current Liabilities Not Subject to Compromise		374		805		4			1			928			44			469			135			57		113

Noncurrent Liabilities Not Subject to Compromise:
Intercompany loans payable and accrued interest		-		-		-			-			-			-			-			-			-		-
Post-petition intercompany payables to non-debtors		-		-		-			-			-			361			-			463			-		-
Post-petition intercompany payables to other debtors		-		-		-			-			-			-			-			-			-		3
Deferred Gain/(loss) on Sale and Leaseback of Vessels		-		-		-			-			-			-			-			-			-		-
Deferred Income Taxes and Other Liabilities		-		-		-			-			-			-			-			-			-		-
Total Liabilities Not Subject to Compromise		374		805		4			1			928			405			469			598			57		116

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			19,761			19,950			19,761			-		-
Total Liabilities Subject to Compromise		17,413		17,413		840			840			36,498			36,375			37,731			37,542			1,997		1,997

Total Liabilities		17,787		18,219		844			840			37,426			36,780			38,200			38,140			2,053		2,113
(Deficit)/Equity:
Total (Deficit)/Equity		28,142		14,864		1,090			1,082			15,521			(2,056	)		14,033			(2,796	)		7,470		7,663
Total Liabilities and (Deficit)/Equity	$	45,929	$	33,083	$	1,934		$	1,922		$	52,947		$	34,724		$	52,233		$	35,344		$	9,523	$	9,776

Preliminary and Unaudited

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

Page 133 of 168

Appendix C
Overseas Shipholding Group, Inc.
Unaudited Condensed Consolidating Balance Sheets
As of November 13, 2012 and February 28, 2014

	Aquarius Tanker Corporation						Ariadmar Limited						Aspro Tanker Corporation				Atalmar Limited						Athens Product Tanker Corporation
(000s)	November 13, 2012			February 28, 2014			November 13, 2012			February 28, 2014			November 13, 2012		February 28, 2014		November 13, 2012			February 28, 2014			November 13, 2012			February 28, 2014
ASSETS
Current Assets:
Cash and cash equivalents	$	-		$	-		$	-		$	-		$	-	$	-	$	-		$	-		$	-		$	-
Voyage receivables		2,193			0			1,578			1,744			330		327		1,936			1,616			1,699			1,615
Other receivables		15			-			6			21			26		-		2			(9	)		(4	)		(7	)
Inventory		150			-			-			-			-		-		182			442			323			656
Prepaid expenses and other current assets		273			-			29			34			31		-		23			36			19			46
Total Current Assets		2,631			0			1,612			1,800			386		327		2,143			2,085			2,037			2,311
Vessels and other property, less accumulated depreciation		-			-			35,133			14,902			-		-		35,037			14,926			41,872			39,797
Deferred drydock expenditures, net		-			-			762			173			-		-		726			225			-			-
Total Vessels, Deferred Drydock and Other Property		-			-			35,895			15,075			-		-		35,762			15,151			41,872			39,797
Investments in Affiliated Companies		-			-			300			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		-			2,127			-			3,636			-		-		-			3,746			-			6,742
Other Assets		-			-			(37	)		3			-		-		(114	)		(20	)		2			-
Total Assets	$	22,146		$	21,642		$	42,631		$	25,673		$	2,130	$	2,070	$	50,976		$	34,146		$	43,926		$	48,866

LIABILITIES AND (DEFICIT)/EQUITY
Current Liabilities Not Subject to Compromise:
Accounts payable, accrued expenses and other current liabilities		478			2			42			24			-		-		571			500			63			1,169
Total Current Liabilities Not Subject to Compromise		478			2			42			24			-		-		571			500			63			1,169

Noncurrent Liabilities Not Subject to Compromise:
Intercompany loans payable and accrued interest		-			-			-			-			-		-		-			-			-			-
Post-petition intercompany payables to non-debtors		-			-			-			351			-		-		-			-			-			-
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			2			42			375			-		-		571			500			63			1,169

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		-			2,343			19,883			19,761			-		-		-			-			-			-
Total Liabilities Subject to Compromise		23,009			25,352			28,093			27,971			1,193		1,193		10,045			10,045			42,788			42,788

Total Liabilities		23,487			25,354			28,135			28,346			1,193		1,193		10,616			10,545			42,851			43,957
(Deficit)/Equity:
Total (Deficit)/Equity		(1,340	)		(3,712	)		14,496			(2,672	)		936		877		40,360			23,601			1,075			4,909
Total Liabilities and (Deficit)/Equity	$	22,146		$	21,642		$	42,631		$	25,673		$	2,130	$	2,070	$	50,976		$	34,146		$	43,926		$	48,866

Preliminary and Unaudited

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

Page 134 of 168

Appendix C
Overseas Shipholding Group, Inc.
Unaudited Condensed Consolidating Balance Sheets
As of November 13, 2012 and February 28, 2014

	Atlas Chartering Corporation						Aurora Shipping Corporation						Avila Tanker Corporation					Batangas Tanker Corporation					Beta Aframax Corporation
(000s)	November 13, 2012			February 28, 2014			November 13, 2012			February 28, 2014			November 13, 2012			February 28, 2014		November 13, 2012		February 28, 2014			November 13, 2012			February 28, 2014
ASSETS
Current Assets:
Cash and cash equivalents	$	-		$	-		$	-		$	-		$	-		$	-	$	-	$	-		$	-		$	-
Voyage receivables		904			-			3,187			2,846			171			169		-		1,870			697			444
Other receivables		-			-			28			38			(53	)		-		-		(23	)		13			-
Inventory		433			-			-			2,492			-			-		-		-			-			-
Prepaid expenses and other current assets		605			0			96			83			221			-		-		40			44			-
Total Current Assets		1,941			0			3,311			5,459			339			169		-		1,887			753			444
Vessels and other property, less accumulated depreciation		-			-			38,944			36,259			-			-		59,564		70,541			141			-
Deferred drydock expenditures, net		-			-			1,486			875			-			-		-		-			65			-
Total Vessels, Deferred Drydock and Other Property		-			-			40,429			37,135			-			-		59,564		70,541			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		-			1,798			-			-			-			-		-		-			-			-
Other Assets		(9	)		-			(37	)		(73	)		-			-		-		-			105			-
Total Assets	$	24,241		$	24,107		$	56,032		$	54,850		$	1,611		$	1,440	$	81,926	$	94,790		$	11,345		$	10,185

LIABILITIES AND (DEFICIT)/EQUITY
Current Liabilities Not Subject to Compromise:
Accounts payable, accrued expenses and other current liabilities		59			1			321			308			249			-		-		144			609			39
Total Current Liabilities Not Subject to Compromise		59			1			321			308			249			-		-		144			609			39

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		-			-			-			1,360			-			-		-		11,162			-			320
Deferred Gain/(loss) on Sale and Leaseback of Vessels		-			-			-			-			-			-		-		-			(854	)		-
Deferred Income Taxes and Other Liabilities		-			-			-			-			-			-		-		-			-			-
Total Liabilities Not Subject to Compromise		59			1			321			1,668			249			-		-		11,305			(245	)		359

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		-			4,375			-			-			-			-		-		-			-			30,823
Total Liabilities Subject to Compromise		25,746			30,121			6,460			6,460			1,208			1,208		81,826		81,826			15,771			46,594

Total Liabilities		25,805			30,122			6,782			8,129			1,457			1,208		81,826		93,131			15,526			46,953
(Deficit)/Equity:
Total (Deficit)/Equity		(1,564	)		(6,015	)		49,250			46,721			154			232		100		1,658			(4,181	)		(36,768	)
Total Liabilities and (Deficit)/Equity	$	24,241		$	24,107		$	56,032		$	54,850		$	1,611		$	1,440	$	81,926	$	94,790		$	11,345		$	10,185

Preliminary and Unaudited

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

Page 135 of 168

Appendix C
Overseas Shipholding Group, Inc.
Unaudited Condensed Consolidating Balance Sheets
As of November 13, 2012 and February 28, 2014

	Brooklyn Product Tanker Corporation						Cabo Hellas Limited					Cabo Sounion Limited						Caribbean Tanker Corporation					Carina Tanker Corporation
(000s)	November 13, 2012			February 28, 2014			November 13, 2012		February 28, 2014			November 13, 2012			February 28, 2014			November 13, 2012		February 28, 2014			November 13, 2012			February 28, 2014
ASSETS
Current Assets:
Cash and cash equivalents	$	-		$	-		$	-	$	-		$	-		$	-		$	-	$	-		$	-		$	-
Voyage receivables		710			-			195		0			205			3			887		1,870			908			206
Other receivables		(3	)		-			22		(4	)		(9	)		(2	)		908		(16	)		-			-
Inventory		-			-			-		-			-			-			344		377			752			0
Prepaid expenses and other current assets		-			-			47		55			33			42			54		33			3			(0	)
Total Current Assets		707			-			264		52			230			43			2,194		2,264			1,662			206
Vessels and other property, less accumulated depreciation		-			-			36,005		16,779			37,294			17,395			22,147		5,043			-			-
Deferred drydock expenditures, net		-			-			358		1,683			306			1,573			789		754			-			-
Total Vessels, Deferred Drydock and Other Property		-			-			36,364		18,462			37,600			18,968			22,935		5,797			-			-
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		-			455			-		58			-			-			-		1,607			-			1,951
Other Assets		(3	)		(1	)		-		0			(41	)		2			14		(74	)		-			-
Total Assets	$	28,802		$	28,552		$	62,901	$	44,845		$	65,032		$	46,256		$	54,135	$	38,586		$	20,251		$	20,745

LIABILITIES AND (DEFICIT)/EQUITY
Current Liabilities Not Subject to Compromise:
Accounts payable, accrued expenses and other current liabilities		279			2			461		624			489			626			651		556			19			27
Total Current Liabilities Not Subject to Compromise		279			2			461		624			489			626			651		556			19			27

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		-			-			-		-			-			115			-		936			-			-
Deferred Gain/(loss) on Sale and Leaseback of Vessels		-			-			-		-			-			-			-		-			-			-
Deferred Income Taxes and Other Liabilities		-			-			-		-			-			-			-		-			-			-
Total Liabilities Not Subject to Compromise		279			2			461		624			489			741			651		1,492			19			27

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		-			0			-		-			-			-			-		-			-			4,100
Total Liabilities Subject to Compromise		48,010			47,990			20,350		20,350			20,753			20,753			23,518		23,518			24,230			28,330

Total Liabilities		48,289			47,992			20,811		20,973			21,242			21,494			24,169		25,010			24,249			28,357
(Deficit)/Equity:
Total (Deficit)/Equity		(19,488	)		(19,440	)		42,091		23,872			43,790			24,762			29,966		13,575			(3,998	)		(7,612	)
Total Liabilities and (Deficit)/Equity	$	28,802		$	28,552		$	62,901	$	44,845		$	65,032		$	46,256		$	54,135	$	38,586		$	20,251		$	20,745

Preliminary and Unaudited

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

Page 136 of 168

Appendix C
Overseas Shipholding Group, Inc.
Unaudited Condensed Consolidating Balance Sheets
As of November 13, 2012 and February 28, 2014

	Carl Product Corporation						Concept Tanker Corporation						Crown Tanker Corporation				Delphina Tanker Corporation				Delta Aframax Corporation
(000s)	November 13, 2012			February 28, 2014			November 13, 2012			February 28, 2014			November 13, 2012		February 28, 2014		November 13, 2012		February 28, 2014		November 13, 2012			February 28, 2014
ASSETS
Current Assets:
Cash and cash equivalents	$	-		$	-		$	-		$	-		$	-	$	-	$	-	$	-	$	1		$	1
Voyage receivables		2,622			2,003			1,991			1,830			90		0		-		-		758			1,345
Other receivables		11			(31	)		-			-			-		-		-		-		4			(7	)
Inventory		-			-			-			-			-		-		-		-		-			224
Prepaid expenses and other current assets		33			47			241			320			-		-		-		-		42			50
Total Current Assets		2,667			2,019			2,232			2,150			90		0		-		-		805			1,613
Vessels and other property, less accumulated depreciation		51,896			47,961			-			-			-		-		-		-		56,274			29,007
Deferred drydock expenditures, net		1,873			1,233			-			-			-		-		-		-		43			249
Total Vessels, Deferred Drydock and Other Property		53,768			49,194			-			-			-		-		-		-		56,317			29,256
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		-			5,731			-			727			-		129		-		-		-			333
Other Assets		(58	)		78			-			-			-		-		-		-		(47	)		(75	)
Total Assets	$	63,377		$	63,410		$	10,027		$	10,671		$	522	$	560	$	-	$	-	$	60,949		$	35,002

LIABILITIES AND (DEFICIT)/EQUITY
Current Liabilities Not Subject to Compromise:
Accounts payable, accrued expenses and other current liabilities		102			1,291			-			0			-		-		-		-		660			1,251
Total Current Liabilities Not Subject to Compromise		102			1,291			-			0			-		-		-		-		660			1,251

Noncurrent Liabilities Not Subject to Compromise:
Intercompany loans payable and accrued interest		-			-			-			-			-		-		-		-		-			-
Post-petition intercompany payables to non-debtors		-			-			-			-			-		-		-		-		-			345
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			1,291			493			0			-		-		-		-		660			1,596

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		-			-			-			2,726			10		10		-		-		36,791			35,394
Total Liabilities Subject to Compromise		6,330			6,330			11,523			14,249			111		111		-		-		44,446			43,045

Total Liabilities		6,431			7,621			12,015			14,249			111		111		-		-		45,105			44,641
(Deficit)/Equity:
Total (Deficit)/Equity		56,946			55,790			(1,989	)		(3,578	)		410		449		-		-		15,844			(9,639	)
Total Liabilities and (Deficit)/Equity	$	63,377		$	63,410		$	10,027		$	10,671		$	522	$	560	$	-	$	-	$	60,949		$	35,002

Preliminary and Unaudited

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

Page 137 of 168

Appendix C
Overseas Shipholding Group, Inc.
Unaudited Condensed Consolidating Balance Sheets
As of November 13, 2012 and February 28, 2014

	DHT Ania Aframax Corp.					DHT Ann VLCC Corp.					DHT Cathy Aframax Corp.						DHT Chris VLCC Corp.				DHT Rebecca Aframax Corp.
(000s)	November 13, 2012			February 28, 2014		November 13, 2012			February 28, 2014		November 13, 2012			February 28, 2014			November 13, 2012		February 28, 2014		November 13, 2012		February 28, 2014
ASSETS
Current Assets:
Cash and cash equivalents	$	-		$	-	$	-		$	-	$	-		$	-		$	-	$	-	$	-	$	-
Voyage receivables		(40	)		-		3,455			64		1,711			313			2,422		48		243		238
Other receivables		(15	)		-		687			-		883			-			44		-		373		-
Inventory		-			-		-			-		-			-			-		-		-		-
Prepaid expenses and other current assets		(60	)		-		579			-		409			0			479		-		-		-
Total Current Assets		(115	)		-		4,721			64		3,003			313			2,945		48		616		238
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		-			-		-			3,050		-			1,095			-		2,711		-		51
Other Assets		-			-		(1	)		-		(5	)		-			-		-		51		-
Total Assets	$	1,481		$	1,596	$	37,873		$	36,266	$	17,655		$	16,065		$	30,772	$	30,585	$	2,608	$	2,230

LIABILITIES AND (DEFICIT)/EQUITY
Current Liabilities Not Subject to Compromise:
Accounts payable, accrued expenses and other current liabilities		-			-		285			-		-			44			100		-		-		-
Total Current Liabilities Not Subject to Compromise		-			-		285			-		-			44			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		-			59		-			-		-			-			-		-		-		-
Deferred Gain/(loss) on Sale and Leaseback of Vessels		-			-		-			-		-			-			-		-		-		-
Deferred Income Taxes and Other Liabilities		-			-		-			-		-			-			-		-		-		-
Total Liabilities Not Subject to Compromise		-			59		285			-		-			44			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		-			45		-			380		-			-			-		334		-		-
Total Liabilities Subject to Compromise		1,337			1,386		28,300			27,993		18,441			17,565			23,673		23,683		1,881		1,508

Total Liabilities		1,337			1,445		28,585			27,993		18,441			17,609			23,773		23,683		1,881		1,508
(Deficit)/Equity:
Total (Deficit)/Equity		144			151		9,288			8,274		(786	)		(1,544	)		6,999		6,903		727		722
Total Liabilities and (Deficit)/Equity	$	1,481		$	1,596	$	37,873		$	36,266	$	17,655		$	16,065		$	30,772	$	30,585	$	2,608	$	2,230

Preliminary and Unaudited

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

Page 138 of 168

Appendix C
Overseas Shipholding Group, Inc.
Unaudited Condensed Consolidating Balance Sheets
As of November 13, 2012 and February 28, 2014

	DHT Regal Unity VLCC Corp.						DHT Sophie Aframax Corp.						Dignity Chartering Corporation						Edindun Shipping Corporation				Eighth Aframax Tanker Corporation
(000s)	November 13, 2012			February 28, 2014			November 13, 2012			February 28, 2014			November 13, 2012			February 28, 2014			November 13, 2012		February 28, 2014		November 13, 2012		February 28, 2014
ASSETS
Current Assets:
Cash and cash equivalents	$	-		$	-		$	-		$	-		$	-		$	-		$	-	$	-	$	-	$	-
Voyage receivables		1,247			15			581			287			3,016			32			-		-		1,427		1,701
Other receivables		750			-			865			-			8			-			-		-		33		21
Inventory		-			-			-			-			-			-			-		-		-		-
Prepaid expenses and other current assets		-			-			(31	)		-			511			-			-		-		46		47
Total Current Assets		1,997			15			1,415			287			3,534			32			-		-		1,506		1,769
Vessels and other property, less accumulated depreciation		-			-			-			-			483			-			-		-		23,283		21,681
Deferred drydock expenditures, net		-			-			-			-			1,422			-			-		-		1,671		1,146
Total Vessels, Deferred Drydock and Other Property		-			-			-			-			1,905			-			-		-		24,954		22,828
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		-			1,207			-			190			-			2,158			-		-		-		2,590
Other Assets		-			-			0			-			26			23			-		-		85		88
Total Assets	$	15,262		$	14,487		$	11,965		$	11,028		$	14,624		$	11,372		$	-	$	-	$	33,715	$	34,445

LIABILITIES AND (DEFICIT)/EQUITY
Current Liabilities Not Subject to Compromise:
Accounts payable, accrued expenses and other current liabilities		-			-			7			16			162			3			-		-		119		60
Total Current Liabilities Not Subject to Compromise		-			-			7			16			162			3			-		-		119		60

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			16			162			3			-		-		119		60

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			-			-			-			32,550			-		-		-		(0	)
Total Liabilities Subject to Compromise		16,475			15,982			12,505			11,677			26,407			58,957			-		-		32,833		32,833

Total Liabilities		16,475			15,982			12,512			11,694			26,569			58,960			-		-		32,952		32,893
(Deficit)/Equity:
Total (Deficit)/Equity		(1,213	)		(1,495	)		(547	)		(666	)		(11,944	)		(47,588	)		-		-		763		1,552
Total Liabilities and (Deficit)/Equity	$	15,262		$	14,487		$	11,965		$	11,028		$	14,624		$	11,372		$	-	$	-	$	33,715	$	34,445

Preliminary and Unaudited

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

Page 139 of 168

Appendix C
Overseas Shipholding Group, Inc.
Unaudited Condensed Consolidating Balance Sheets
As of November 13, 2012 and February 28, 2014

	Epsilon Aframax Corporation					First Chemical Carrier Corporation						First LPG Tanker Corporation						First Union Tanker Corporation					Fourth Aframax Tanker Corporation
(000s)	November 13, 2012		February 28, 2014			November 13, 2012			February 28, 2014			November 13, 2012			February 28, 2014			November 13, 2012		February 28, 2014			November 13, 2012		February 28, 2014
ASSETS
Current Assets:
Cash and cash equivalents	$	1	$	1		$	-		$	-		$	-		$	-		$	-	$	-		$	-	$	-
Voyage receivables		1,703		1,975			22			19			287			48			2,635		4,116			924		773
Other receivables		73		78			-			-			0			0			7		(8	)		53		6
Inventory		-		-			-			-			(0	)		(0	)		-		-			893		348
Prepaid expenses and other current assets		42		50			335			3			0			0			107		80			216		33
Total Current Assets		1,819		2,104			357			22			288			48			2,749		4,188			2,086		1,160
Vessels and other property, less accumulated depreciation		56,928		29,317			-			-			-			-			38,368		20,002			21,167		5,112
Deferred drydock expenditures, net		-		31			-			-			-			-			2,032		745			1,676		692
Total Vessels, Deferred Drydock and Other Property		56,928		29,348			-			-			-			-			40,401		20,747			22,843		5,804
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		-		1,045			-			-			-			240			-		-			-		5,710
Other Assets		108		-			-			-			-			-			421		50			107		150
Total Assets	$	61,238	$	34,879		$	6,113		$	5,777		$	7,341		$	7,341		$	65,438	$	46,853		$	55,442	$	43,231

LIABILITIES AND (DEFICIT)/EQUITY
Current Liabilities Not Subject to Compromise:
Accounts payable, accrued expenses and other current liabilities		423		269			2,054			2			995			995			525		145			65		368
Total Current Liabilities Not Subject to Compromise		423		269			2,054			2			995			995			525		145			65		368

Noncurrent Liabilities Not Subject to Compromise:
Intercompany loans payable and accrued interest		-		739			-			-			-			-			-		-			-		-
Post-petition intercompany payables to non-debtors		-		504			-			-			-			-			-		-			-		-
Post-petition intercompany payables to other debtors		-		-			-			908			-			-			-		33			-		1,557
Deferred Gain/(loss) on Sale and Leaseback of Vessels		-		-			-			-			-			-			-		-			-		-
Deferred Income Taxes and Other Liabilities		-		-			-			-			-			-			-		-			-		-
Total Liabilities Not Subject to Compromise		423		1,512			2,054			910			995			995			525		178			65		1,925

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		35,394			-			-			-			-			-		-			-		306
Total Liabilities Subject to Compromise		44,432		43,034			8,117			8,117			5,815			5,815			11,383		11,417			25,923		26,266

Total Liabilities		44,854		44,546			10,170			9,027			6,810			6,810			11,908		11,595			25,988		28,191
(Deficit)/Equity:
Total (Deficit)/Equity		16,383		(9,667	)		(4,058	)		(3,250	)		531			531			53,530		35,257			29,454		15,040
Total Liabilities and (Deficit)/Equity	$	61,238	$	34,879		$	6,113		$	5,777		$	7,341		$	7,341		$	65,438	$	46,853		$	55,442	$	43,231

Preliminary and Unaudited

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

Page 140 of 168

Appendix C
Overseas Shipholding Group, Inc.
Unaudited Condensed Consolidating Balance Sheets
As of November 13, 2012 and February 28, 2014

	Front President Inc.				Goldmar Limited				GPC Aframax Corporation						Grace Chartering Corporation						International Seaways, Inc.
(000s)	November 13, 2012		February 28, 2014		November 13, 2012		February 28, 2014		November 13, 2012			February 28, 2014			November 13, 2012			February 28, 2014			November 13, 2012			February 28, 2014
ASSETS
Current Assets:
Cash and cash equivalents	$	1	$	1	$	-	$	-	$	-		$	-		$	-		$	-		$	-		$	-
Voyage receivables		2,991		6,152		2,099		3,078		1,818			(11	)		1,564			(5	)		5,877			11,711
Other receivables		179		13		0		16		25			2			-			-			75			112
Inventory		-		-		-		-		-			-			-			-			-			-
Prepaid expenses and other current assets		90		87		33		42		470			-			242			-			917			2,083
Total Current Assets		3,261		6,253		2,132		3,136		2,312			(9	)		1,806			(5	)		6,869			13,906
Vessels and other property, less accumulated depreciation		105,641		100,414		34,252		14,872		77			90			-			-			-			-
Deferred drydock expenditures, net		-		167		1,546		1,316		16			-			-			-			-			804
Total Vessels, Deferred Drydock and Other Property		105,641		100,581		35,798		16,188		93			90			-			-			-			804
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		-		1,998		-		4,480		-			237			-			2,040			-			3,551
Other Assets		61		-		67		-		(185	)		(43	)		-			-			-			(9	)
Total Assets	$	174,942	$	174,810	$	57,955	$	43,761	$	13,551		$	11,607		$	8,594		$	8,523		$	22,274		$	33,658

LIABILITIES AND (DEFICIT)/EQUITY
Current Liabilities Not Subject to Compromise:
Accounts payable, accrued expenses and other current liabilities		239		219		39		371		224			430			-			1			5			930
Total Current Liabilities Not Subject to Compromise		239		219		39		371		224			430			-			1			5			930

Noncurrent Liabilities Not Subject to Compromise:
Intercompany loans payable and accrued interest		-		764		-		-		-			-			-			-			-			-
Post-petition intercompany payables to non-debtors		-		517		-		-		-			-			-			-			-			-
Post-petition intercompany payables to other debtors		-		-		-		-		-			-			-			-			-			5,629
Deferred Gain/(loss) on Sale and Leaseback of Vessels		-		-		-		-		(1,626	)		-			-			-			-			-
Deferred Income Taxes and Other Liabilities		-		-		-		-		-			-			-			-			-			87
Total Liabilities Not Subject to Compromise		239		1,499		39		371		(1,402	)		430			-			1			5			6,646

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		66,094		-		-		-			20,304			-			879			0			-
Total Liabilities Subject to Compromise		81,150		78,520		17,158		17,158		21,857			42,161			9,511			10,391			29,716			29,716

Total Liabilities		81,389		80,020		17,198		17,530		20,455			42,591			9,511			10,391			29,721			36,362
(Deficit)/Equity:
Total (Deficit)/Equity		93,553		94,790		40,757		26,231		(6,905	)		(30,984	)		(918	)		(1,868	)		(7,448	)		(2,704	)
Total Liabilities and (Deficit)/Equity	$	174,942	$	174,810	$	57,955	$	43,761	$	13,551		$	11,607		$	8,594		$	8,523		$	22,274		$	33,658

Preliminary and Unaudited

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

Page 141 of 168

Appendix C
Overseas Shipholding Group, Inc.
Unaudited Condensed Consolidating Balance Sheets
As of November 13, 2012 and February 28, 2014

	Jademar Limited					Joyce Car Carrier Corporation					Juneau Tanker Corporation				Kimolos Tanker Corporation						Kythnos Chartering Corporation
(000s)	November 13, 2012			February 28, 2014		November 13, 2012			February 28, 2014		November 13, 2012		February 28, 2014		November 13, 2012			February 28, 2014			November 13, 2012			February 28, 2014
ASSETS
Current Assets:
Cash and cash equivalents	$	-		$	-	$	-		$	-	$	-	$	-	$	-		$	-		$	-		$	-
Voyage receivables		2,067			3,096		-			-		-		-		2,143			2,083			1,368			551
Other receivables		21			43		(19	)		-		-		-		21			5			42			42
Inventory		-			-		-			-		-		-		524			494			216			688
Prepaid expenses and other current assets		29			38		0			-		-		-		240			240			263			39
Total Current Assets		2,116			3,177		(19	)		-		-		-		2,928			2,822			1,889			1,319
Vessels and other property, less accumulated depreciation		35,721			15,209		-			-		-		-		982			753			35,080			33,274
Deferred drydock expenditures, net		1,321			984		-			-		-		-		164			734			-			95
Total Vessels, Deferred Drydock and Other Property		37,042			16,193		-			-		-		-		1,146			1,487			35,080			33,369
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		-			4,967		-			-		-		-		-			-			-			5,883
Other Assets		(34	)		-		(198	)		4		-		-		(22	)		(1	)		(20	)		(14	)
Total Assets	$	78,326		$	63,539	$	27,112		$	27,333	$	10,114	$	10,114	$	17,441		$	17,697		$	55,771		$	59,380

LIABILITIES AND (DEFICIT)/EQUITY
Current Liabilities Not Subject to Compromise:
Accounts payable, accrued expenses and other current liabilities		53			388		56			-		-		-		719			718			99			1,193
Total Current Liabilities Not Subject to Compromise		53			388		56			-		-		-		719			718			99			1,193

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		-			-		-			150		-		-		-			1,134			-			-
Deferred Gain/(loss) on Sale and Leaseback of Vessels		-			-		-			-		-		-		-			-			-			-
Deferred Income Taxes and Other Liabilities		-			-		-			-		-		-		-			-			-			-
Total Liabilities Not Subject to Compromise		53			388		56			150		-		-		719			1,852			99			1,193

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		-			-		-			81		-		-		-			14,130			-			-
Total Liabilities Subject to Compromise		38,453			38,453		5,558			5,640		8,114		8,114		23,418			37,548			15,205			15,205

Total Liabilities		38,506			38,841		5,614			5,789		8,114		8,114		24,137			39,401			15,304			16,398
(Deficit)/Equity:
Total (Deficit)/Equity		39,820			24,698		21,498			21,544		2,000		2,000		(6,696	)		(21,703	)		40,468			42,982
Total Liabilities and (Deficit)/Equity	$	78,326		$	63,539	$	27,112		$	27,333	$	10,114	$	10,114	$	17,441		$	17,697		$	55,771		$	59,380

Preliminary and Unaudited

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

Page 142 of 168

Appendix C
Overseas Shipholding Group, Inc.
Unaudited Condensed Consolidating Balance Sheets
As of November 13, 2012 and February 28, 2014

	Leo Tanker Corporation						Leyte Product Tanker Corporation						Limar Charter Corporation						Luxmar Product Tanker Corporation						Luxmar Tanker LLC
(000s)	November 13, 2012			February 28, 2014			November 13, 2012			February 28, 2014			November 13, 2012			February 28, 2014			November 13, 2012			February 28, 2014			November 13, 2012		February 28, 2014
ASSETS
Current Assets:
Cash and cash equivalents	$	-		$	-		$	-		$	-		$	-		$	-		$	-		$	-		$	-	$	-
Voyage receivables		2,865			1			2,668			3,139			812			-			410			2,142			0		-
Other receivables		-			-			23			(7	)		27			-			-			2			12		-
Inventory		259			-			479			-			206			-			52			448			-		-
Prepaid expenses and other current assets		273			-			27			53			246			-			(9	)		31			-		-
Total Current Assets		3,397			1			3,198			3,184			1,290			-			454			2,623			12		-
Vessels and other property, less accumulated depreciation		-			-			55,430			33,697			199			-			23,904			6,302			-		-
Deferred drydock expenditures, net		-			-			-			-			3,322			-			482			822			0		-
Total Vessels, Deferred Drydock and Other Property		-			-			55,430			33,697			3,521			-			24,386			7,125			0		-
Investments in Affiliated Companies		-			-			-			904			-			-			-			-			-		-
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		-			2,289			-			3,083			-			317			-			-			-		-
Other Assets		-			-			30			(9	)		(26	)		20			-			(26	)		13		66
Total Assets	$	22,868		$	21,760		$	65,649		$	47,851		$	13,253		$	8,805		$	48,847		$	33,729		$	56,818	$	56,858

LIABILITIES AND (DEFICIT)/EQUITY
Current Liabilities Not Subject to Compromise:
Accounts payable, accrued expenses and other current liabilities		745			2			1,398			145			1,021			396			636			893			121		55
Total Current Liabilities Not Subject to Compromise		745			2			1,398			145			1,021			396			636			893			121		55

Noncurrent Liabilities Not Subject to Compromise:
Intercompany loans payable and accrued interest		-			-			-			137			-			-			-			-			-		-
Post-petition intercompany payables to non-debtors		-			-			-			400			-			-			-			-			-		-
Post-petition intercompany payables to other debtors		-			-			-			-			-			-			-			874			-		248
Deferred Gain/(loss) on Sale and Leaseback of Vessels		-			-			-			-			972			-			-			-			-		-
Deferred Income Taxes and Other Liabilities		-			-			-			-			60			-			-			-			-		-
Total Liabilities Not Subject to Compromise		745			2			1,398			682			2,053			396			636			1,767			121		303

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		-			2,421			41,435			40,998			-			5,232			-			-			-		-
Total Liabilities Subject to Compromise		23,812			26,233			66,734			66,296			26,423			31,655			35,612			35,612			32,351		32,351

Total Liabilities		24,557			26,235			68,131			66,979			28,476			32,051			36,248			37,379			32,472		32,654
(Deficit)/Equity:
Total (Deficit)/Equity		(1,689	)		(4,475	)		(2,482	)		(19,128	)		(15,223	)		(23,246	)		12,600			(3,650	)		24,346		24,204
Total Liabilities and (Deficit)/Equity	$	22,868		$	21,760		$	65,649		$	47,851		$	13,253		$	8,805		$	48,847		$	33,729		$	56,818	$	56,858

Preliminary and Unaudited

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

Page 143 of 168

Appendix C
Overseas Shipholding Group, Inc.
Unaudited Condensed Consolidating Balance Sheets
As of November 13, 2012 and February 28, 2014

	Majestic Tankers Corporation						Oak Tanker Corporation						Maremar Product Tanker Corporation				Maremar Tanker LLC						Marilyn Vessel Corporation
(000s)	November 13, 2012			February 28, 2014			November 13, 2012			February 28, 2014			November 13, 2012		February 28, 2014		November 13, 2012			February 28, 2014			November 13, 2012		February 28, 2014
ASSETS
Current Assets:
Cash and cash equivalents	$	-		$	-		$	1		$	1		$	-	$	-	$	-		$	-		$	-	$	-
Voyage receivables		2,926			3,957			(430	)		4,297			-		-		3,112			467			-		-
Other receivables		21			10			86			111			-		-		427			(3	)		-		-
Inventory		-			-			-			-			-		-		198			-			-		-
Prepaid expenses and other current assets		86			77			62			95			-		-		36			1			-		-
Total Current Assets		3,032			4,045			(282	)		4,504			-		-		3,772			465			-		-
Vessels and other property, less accumulated depreciation		40,698			19,085			141,583			73,924			-		-		24,600			7,663			-		-
Deferred drydock expenditures, net		2,099			432			-			-			-		-		310			-			-		-
Total Vessels, Deferred Drydock and Other Property		42,797			19,516			141,583			73,924			-		-		24,910			7,663			-		-
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		-			-			-			1,535			-		12		-			4,036			-		-
Other Assets		(2	)		(0	)		-			-			9		-		(216	)		53			-		-
Total Assets	$	57,181		$	34,915		$	144,970		$	80,003		$	108	$	111	$	68,802		$	52,554		$	953	$	953

LIABILITIES AND (DEFICIT)/EQUITY
Current Liabilities Not Subject to Compromise:
Accounts payable, accrued expenses and other current liabilities		461			145			424			94			-		-		726			175			-		-
Total Current Liabilities Not Subject to Compromise		461			145			424			94			-		-		726			175			-		-

Noncurrent Liabilities Not Subject to Compromise:
Intercompany loans payable and accrued interest		-			-			-			965			-		-		-			-			-		-
Post-petition intercompany payables to non-debtors		-			-			-			512			-		-		-			-			-		-
Post-petition intercompany payables to other debtors		-			574			-			-			-		-		-			-			-		-
Deferred Gain/(loss) on Sale and Leaseback of Vessels		-			-			-			-			-		-		-			-			-		-
Deferred Income Taxes and Other Liabilities		-			-			-			-			-		-		-			-			-		-
Total Liabilities Not Subject to Compromise		461			718			424			1,571			-		-		726			175			-		-

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			83,289			-		-		-			-			-		-
Total Liabilities Subject to Compromise		10,487			10,487			145,514			142,942			8		8		31,011			31,011			-		-

Total Liabilities		10,949			11,205			145,938			144,512			8		8		31,738			31,186			-		-
(Deficit)/Equity:
Total (Deficit)/Equity		46,232			23,709			(968	)		(64,509	)		100		103		37,064			21,368			953		953
Total Liabilities and (Deficit)/Equity	$	57,181		$	34,915		$	144,970		$	80,003		$	108	$	111	$	68,802		$	52,554		$	953	$	953

Preliminary and Unaudited

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

Page 144 of 168

Appendix C
Overseas Shipholding Group, Inc.
Unaudited Condensed Consolidating Balance Sheets
As of November 13, 2012 and February 28, 2014

	Maritrans General Partner Inc.						Maritrans Operating Company L.P.				Milos Product Tanker Corporation						Mindanao Tanker Corporation				Mykonos Tanker LLC
(000s)	November 13, 2012			February 28, 2014			November 13, 2012		February 28, 2014		November 13, 2012			February 28, 2014			November 13, 2012		February 28, 2014		November 13, 2012		February 28, 2014
ASSETS
Current Assets:
Cash and cash equivalents	$	-		$	-		$	-	$	-	$	-		$	-		$	-	$	-	$	-	$	-
Voyage receivables		-			-			-		-		1,078			1,374			-		-		881		3,572
Other receivables		-			-			-		-		(12	)		(1	)		-		-		-		363
Inventory		-			-			-		-		733			487			-		-		55		522
Prepaid expenses and other current assets		-			-			-		-		25			38			-		-		24		28
Total Current Assets		-			-			-		-		1,824			1,898			-		-		959		4,486
Vessels and other property, less accumulated depreciation		-			-			-		-		42,284			40,157			34,414		60,849		47,429		44,854
Deferred drydock expenditures, net		-			-			-		-		-			-			-		-		-		76
Total Vessels, Deferred Drydock and Other Property		-			-			-		-		42,284			40,157			34,414		60,849		47,429		44,931
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		-			-			-		-		-			6,160			-		-		-		6,116
Other Assets		-			-			-		-		-			-			-		-		-		(6	)
Total Assets	$	(385	)	$	(385	)	$	53,629	$	53,629	$	44,109		$	48,214		$	34,554	$	60,989	$	96,023	$	103,141

LIABILITIES AND (DEFICIT)/EQUITY
Current Liabilities Not Subject to Compromise:
Accounts payable, accrued expenses and other current liabilities		-			-			-		-		114			1,211			-		1		277		755
Total Current Liabilities Not Subject to Compromise		-			-			-		-		114			1,211			-		1		277		755

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		-			-			-		-		-			-			-		15,634		-		-
Deferred Gain/(loss) on Sale and Leaseback of Vessels		-			-			-		-		-			-			-		-		-		-
Deferred Income Taxes and Other Liabilities		-			-			-		-		-			-			-		-		-		-
Total Liabilities Not Subject to Compromise		-			-			-		-		114			1,211			-		26,435		277		755

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			146			7		7		42,173			43,270			34,454		60,889		74,566		75,044
(Deficit)/Equity:
Total (Deficit)/Equity		(531	)		(531	)		53,622		53,622		1,936			4,944			100		100		21,457		28,097
Total Liabilities and (Deficit)/Equity	$	(385	)	$	(385	)	$	53,629	$	53,629	$	44,109		$	48,214		$	34,554	$	60,989	$	96,023	$	103,141

Preliminary and Unaudited

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

Page 145 of 168

Appendix C
Overseas Shipholding Group, Inc.
Unaudited Condensed Consolidating Balance Sheets
As of November 13, 2012 and February 28, 2014

	Nedimar Charter Corporation						Maple Tanker Corporation						Ocean Bulk Ships, Inc.						Oceania Tanker Corporation				OSG 192 LLC
(000s)	November 13, 2012			February 28, 2014			November 13, 2012			February 28, 2014			November 13, 2012			February 28, 2014			November 13, 2012		February 28, 2014		November 13, 2012			February 28, 2014
ASSETS
Current Assets:
Cash and cash equivalents	$	-		$	-		$	1		$	1		$	-		$	-		$	-	$	-	$	-		$	-
Voyage receivables		1,553			(9	)		(234	)		4,663			-			-			2,100		-		(20	)		3
Other receivables		(5	)		(5	)		115			101			-			-			114		67		-			-
Inventory		333			-			-			-			-			-			-		878		-			-
Prepaid expenses and other current assets		256			-			61			93			-			-			96		111		9			32
Total Current Assets		2,137			(14	)		(57	)		4,858			-			-			2,310		1,056		(11	)		35
Vessels and other property, less accumulated depreciation		47			-			138,736			69,376			-			-			79,751		45,776		9,219			7,197
Deferred drydock expenditures, net		1,379			-			-			-			-			-			168		-		796			823
Total Vessels, Deferred Drydock and Other Property		1,426			-			138,736			69,376			-			-			79,920		45,776		10,015			8,020
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			-			1,822			-			-			-		-		-			9,033
Other Assets		(41	)		(2	)		68			-			-			-			-		-		-			-
Total Assets	$	15,991		$	13,164		$	142,957		$	76,479		$	-		$	-		$	167,097	$	131,699	$	37,244		$	44,329

LIABILITIES AND (DEFICIT)/EQUITY
Current Liabilities Not Subject to Compromise:
Accounts payable, accrued expenses and other current liabilities		591			2			325			113			-			-			102		24		440			42
Total Current Liabilities Not Subject to Compromise		591			2			325			113			-			-			102		24		440			42

Noncurrent Liabilities Not Subject to Compromise:
Intercompany loans payable and accrued interest		-			-			-			762			-			-			-		-		-			-
Post-petition intercompany payables to non-debtors		-			-			-			524			-			-			-		-		-			-
Post-petition intercompany payables to other debtors		-			-			-			-			-			-			-		573		-			-
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			2			325			1,399			-			-			102		597		440			42

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		-			5,946			83,617			81,127			-			-			-		-		-			-
Total Liabilities Subject to Compromise		24,346			30,292			146,717			144,227			15			15			10,670		10,652		14,950			14,950

Total Liabilities		26,473			30,294			147,042			145,626			15			15			10,772		11,249		15,391			14,993
(Deficit)/Equity:
Total (Deficit)/Equity		(10,482	)		(17,129	)		(4,085	)		(69,148	)		(15	)		(15	)		156,325		120,450		21,853			29,336
Total Liabilities and (Deficit)/Equity	$	15,991		$	13,164		$	142,957		$	76,479		$	-		$	0		$	167,097	$	131,699	$	37,244		$	44,329

Preliminary and Unaudited

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

Page 146 of 168

Appendix C
Overseas Shipholding Group, Inc.
Unaudited Condensed Consolidating Balance Sheets
As of November 13, 2012 and February 28, 2014

	OSG 209 LLC					OSG 214 LLC				OSG 215 Corporation						OSG 242 LLC				OSG 243 LLC
(000s)	November 13, 2012			February 28, 2014		November 13, 2012		February 28, 2014		November 13, 2012			February 28, 2014			November 13, 2012		February 28, 2014		November 13, 2012			February 28, 2014
ASSETS
Current Assets:
Cash and cash equivalents	$	-		$	-	$	-	$	-	$	-		$	-		$	-	$	-	$	-		$	-
Voyage receivables		(9	)		4		34		3		-			-			1,551		-		1,820			16
Other receivables		265			0		298		0		-			-			284		-		60			-
Inventory		-			-		-		-		-			-			315		-		166			-
Prepaid expenses and other current assets		5			38		5		34		-			-			5		37		15			40
Total Current Assets		261			42		337		37		-			-			2,155		37		2,061			56
Vessels and other property, less accumulated depreciation		22,021			19,840		18,892		16,859		-			-			29,890		27,390		31,327			28,842
Deferred drydock expenditures, net		1,099			430		1,762		200		-			-			746		-		703			587
Total Vessels, Deferred Drydock and Other Property		23,121			20,270		20,653		17,060		-			-			30,636		27,390		32,030			29,429
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		-			11,517		-		12,376		-			-			-		22,523		-			35,411
Other Assets		19			320		-		-		-			-			17		-		(94	)		(50	)
Total Assets	$	47,801		$	56,548	$	35,826	$	44,308	$	124		$	124		$	62,739	$	79,882	$	62,405		$	93,254

LIABILITIES AND (DEFICIT)/EQUITY
Current Liabilities Not Subject to Compromise:
Accounts payable, accrued expenses and other current liabilities		464			58		398		989		-			-			1,084		1,447		20			68
Total Current Liabilities Not Subject to Compromise		464			58		398		989		-			-			1,084		1,447		20			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		-			-		-		-		-			-			-		-		-			16,514
Deferred Gain/(loss) on Sale and Leaseback of Vessels		-			-		-		-		-			-			-		-		-			-
Deferred Income Taxes and Other Liabilities		-			-		-		-		-			-			-		-		-			-
Total Liabilities Not Subject to Compromise		464			58		398		989		-			-			1,084		1,447		20			16,582

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			11,218		9,349		9,941		124			124			9,867		10,230		10,090			26,652
(Deficit)/Equity:
Total (Deficit)/Equity		36,177			45,331		26,477		34,367		(0	)		(0	)		52,872		69,652		52,314			66,602
Total Liabilities and (Deficit)/Equity	$	47,801		$	56,548	$	35,826	$	44,308	$	124		$	124		$	62,739	$	79,882	$	62,405		$	93,254

Preliminary and Unaudited

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

Page 147 of 168

Appendix C
Overseas Shipholding Group, Inc.
Unaudited Condensed Consolidating Balance Sheets
As of November 13, 2012 and February 28, 2014

	OSG 244 LLC					OSG 252 LLC					OSG 254 LLC					OSG 300 LLC				OSG 400 LLC
(000s)	November 13, 2012		February 28, 2014			November 13, 2012			February 28, 2014		November 13, 2012		February 28, 2014			November 13, 2012		February 28, 2014		November 13, 2012			February 28, 2014
ASSETS
Current Assets:
Cash and cash equivalents	$	-	$	-		$	-		$	-	$	-	$	-		$	-	$	-	$	-		$	-
Voyage receivables		68		39			1,600			61		-		(32	)		-		-		-			-
Other receivables		276		-			328			-		247		55			-		-		-			-
Inventory		-		-			278			-		-		-			-		-		-			-
Prepaid expenses and other current assets		5		35			5			35		5		35			-		-		-			-
Total Current Assets		350		74			2,211			96		252		58			-		-		-			-
Vessels and other property, less accumulated depreciation		16,006		13,445			18,995			16,541		21,186		18,396			-		-		-			-
Deferred drydock expenditures, net		1,102		1,839			1,152			63		1,870		1,320			-		-		-			-
Total Vessels, Deferred Drydock and Other Property		17,108		15,285			20,147			16,604		23,056		19,716			-		-		-			-
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		-		9,994			-			17,615		-		13,367			-		-		-			-
Other Assets		-		(1	)		(7	)		-		-		-			-		-		532			771
Total Assets	$	44,834	$	52,728		$	40,769		$	52,732	$	45,584	$	55,418		$	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		49			386			106		1		49			-		-		(1	)		-
Total Current Liabilities Not Subject to Compromise		474		49			386			106		1		49			-		-		(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		49			386			106		1		49			-		-		(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		11,521			2,312			2,031		6,050		6,097			-		-		6,232			6,254
(Deficit)/Equity:
Total (Deficit)/Equity		32,888		41,207			38,457			50,702		39,535		49,321			84		84		16,764			16,982
Total Liabilities and (Deficit)/Equity	$	44,834	$	52,728		$	40,769		$	52,732	$	45,584	$	55,418		$	84	$	84	$	22,996		$	23,235

Preliminary and Unaudited

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

Page 148 of 168

Appendix C
Overseas Shipholding Group, Inc.
Unaudited Condensed Consolidating Balance Sheets
As of November 13, 2012 and February 28, 2014

	OSG America L.P.							OSG America LLC				OSG America Operating Company LLC						OSG Car Carriers, Inc.						OSG Clean Products International, Inc.
(000s)	November 13, 2012				February 28, 2014			November 13, 2012		February 28, 2014		November 13, 2012			February 28, 2014			November 13, 2012			February 28, 2014			November 13, 2012		February 28, 2014
ASSETS
Current Assets:
Cash and cash equivalents	$	-		��	$	-		$	-	$	-	$	23,350		$	247,932		$	-		$	-		$	-	$	-
Voyage receivables		-				-			-		-		(1,501	)		-			-			-			-		-
Other receivables		-				-			-		-		-			(1	)		-			-			-		-
Inventory		-				-			-		-		-			-			-			-			-		-
Prepaid expenses and other current assets		-				-			-		-		(1	)		-			-			-			-		-
Total Current Assets		-				-			-		-		21,847			247,931			-			-			-		-
Vessels and other property, less accumulated depreciation		-				-			-		-		-			-			-			-			-		-
Deferred drydock expenditures, net		-				-			-		-		-			-			-			-			-		-
Total Vessels, Deferred Drydock and Other Property		-				-			-		-		-			-			-			-			-		-
Investments in Affiliated Companies		-				-			-		-		995			38			-			-			-		-
Intangible Assets, less accumulated amortization		-				-			-		-		64,617			58,650			-			-			-		-
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		-				-			-		-		-			58,245			-			-			-		-
Other Assets		-				-			-		-		-			-			-			-			-		-
Total Assets	$	-			$	-		$	459	$	459	$	1,344,807		$	1,622,211		$	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			-			-			-			-		-
Total Current Liabilities Not Subject to Compromise		-				-			-		-		16			-			-			-			-		-

Noncurrent Liabilities Not Subject to Compromise:
Intercompany loans payable and accrued interest		-				-			-		-		-			-			-			-			-		-
Post-petition intercompany payables to non-debtors		-				-			-		-		-			1,797			-			-			-		-
Post-petition intercompany payables to other debtors		-				-			-		1		-			273,842			-			-			-		-
Deferred Gain/(loss) on Sale and Leaseback of Vessels		-				-			-		-		-			-			-			-			-		-
Deferred Income Taxes and Other Liabilities		-				-			-		-		-			-			-			-			-		-
Total Liabilities Not Subject to Compromise		-				-			-		1		16			275,639			-			-			-		-

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			1,097,709			6,899			6,899			-		-
(Deficit)/Equity:
Total (Deficit)/Equity		(79	)			(79	)		459		458		522,721			524,502			(13	)		(13	)		100		100
Total Liabilities and (Deficit)/Equity	$	-			$	-		$	459	$	459	$	1,344,807		$	1,622,211		$	6,887		$	6,887		$	100	$	100

Preliminary and Unaudited

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

Page 149 of 168

Appendix C
Overseas Shipholding Group, Inc.
Unaudited Condensed Consolidating Balance Sheets
As of November 13, 2012 and February 28, 2014

	OSG Columbia LLC					OSG Constitution LLC						OSG Courageous LLC						OSG Delaware Bay Lightering LLC					OSG Discovery LLC
(000s)	November 13, 2012		February 28, 2014			November 13, 2012			February 28, 2014			November 13, 2012			February 28, 2014			November 13, 2012		February 28, 2014			November 13, 2012		February 28, 2014
ASSETS
Current Assets:
Cash and cash equivalents	$	-	$	-		$	-		$	-		$	-		$	-		$	-	$	-		$	-	$	-
Voyage receivables		-		-			-			-			-			-			5,421		3,519			-		-
Other receivables		26		26			-			-			10			10			63		167			-		-
Inventory		-		-			-			-			-			-			710		913			-		-
Prepaid expenses and other current assets		4		22			-			-			4			33			47		249			-		-
Total Current Assets		29		48			-			-			14			43			6,241		4,848			-		-
Vessels and other property, less accumulated depreciation		7,024		6,478			-			-			30,264			29,077			382,438		365,558			-		-
Deferred drydock expenditures, net		602		9			-			-			-			149			-		593			-		-
Total Vessels, Deferred Drydock and Other Property		7,626		6,487			-			-			30,264			29,226			382,438		366,152			-		-
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		-		-			-			-			-			-			-		54,388			-		935
Other Assets		-		-			0			(0	)		(2	)		(1	)		0		(17	)		-		-
Total Assets	$	10,091	$	8,970		$	1,070		$	1,070		$	32,339		$	31,330		$	508,278	$	544,969		$	1,272	$	2,207

LIABILITIES AND (DEFICIT)/EQUITY
Current Liabilities Not Subject to Compromise:
Accounts payable, accrued expenses and other current liabilities		125		108			2			3			140			128			598		626			21		-
Total Current Liabilities Not Subject to Compromise		125		108			2			3			140			128			598		626			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		-		3,697			-			2			-			3,920			-		14,395			-		-
Deferred Gain/(loss) on Sale and Leaseback of Vessels		-		-			-			-			-			-			-		-			-		-
Deferred Income Taxes and Other Liabilities		-		-			-			-			-			-			-		-			-		-
Total Liabilities Not Subject to Compromise		125		3,805			2			5			140			4,048			598		15,021			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		13,161			4,579			4,582			17,353			21,260			89,772		104,195			529		508
(Deficit)/Equity:
Total (Deficit)/Equity		611		(4,191	)		(3,508	)		(3,511	)		14,986			10,070			418,506		440,774			743		1,698
Total Liabilities and (Deficit)/Equity	$	10,091	$	8,970		$	1,070		$	1,070		$	32,339		$	31,330		$	508,278	$	544,969		$	1,272	$	2,207

Preliminary and Unaudited

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

Page 150 of 168

Appendix C
Overseas Shipholding Group, Inc.
Unaudited Condensed Consolidating Balance Sheets
As of November 13, 2012 and February 28, 2014

	OSG Endeavor LLC						OSG Endurance LLC						OSG Enterprise LLC					OSG Financial Corp.				OSG Freedom LLC
(000s)	November 13, 2012			February 28, 2014			November 13, 2012			February 28, 2014			November 13, 2012		February 28, 2014			November 13, 2012		February 28, 2014		November 13, 2012			February 28, 2014
ASSETS
Current Assets:
Cash and cash equivalents	$	-		$	-		$	-		$	-		$	-	$	-		$	16	$	371	$	-		$	-
Voyage receivables		-			-			-			-			-		-			-		-		-			-
Other receivables		-			-			23			23			10		10			-		-		-			-
Inventory		-			-			-			-			-		-			-		-		0			-
Prepaid expenses and other current assets		-			-			4			33			4		21			-		-		5			-
Total Current Assets		-			-			27			56			14		31			16		371		5			-
Vessels and other property, less accumulated depreciation		-			-			32,214			30,949			4,238		3,858			-		-		1,478			-
Deferred drydock expenditures, net		-			-			-			55			1,494		178			-		-		-			-
Total Vessels, Deferred Drydock and Other Property		-			-			32,214			31,003			5,732		4,037			-		-		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		-			-			-			-			-		-			-		-		-			484
Other Assets		-			-			(30	)		(30	)		9		50			731		203		0			-
Total Assets	$	-		$	-		$	32,280		$	31,098		$	8,895	$	7,258		$	10,999	$	10,825	$	2,312		$	1,313

LIABILITIES AND (DEFICIT)/EQUITY
Current Liabilities Not Subject to Compromise:
Accounts payable, accrued expenses and other current liabilities		-			-			145			116			189		96			-		-		(7	)		13
Total Current Liabilities Not Subject to Compromise		-			-			145			116			189		96			-		-		(7	)		13

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		-			58			-			3,628			-		3,905			-		-		-			-
Deferred Gain/(loss) on Sale and Leaseback of Vessels		-			-			-			-			-		-			-		-		-			-
Deferred Income Taxes and Other Liabilities		-			-			-			-			-		-			-		-		-			-
Total Liabilities Not Subject to Compromise		-			58			145			3,744			189		4,001			-		-		(7	)		13

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			479			15,828			19,428			8,638		12,451			9,457		9,457		3,775			3,794
(Deficit)/Equity:
Total (Deficit)/Equity		(421	)		(479	)		16,452			11,670			257		(5,193	)		1,541		1,368		(1,462	)		(2,481	)
Total Liabilities and (Deficit)/Equity	$	-		$	-		$	32,280		$	31,098		$	8,895	$	7,258		$	10,999	$	10,825	$	2,312		$	1,313

Preliminary and Unaudited

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

Page 151 of 168

Appendix C
Overseas Shipholding Group, Inc.
Unaudited Condensed Consolidating Balance Sheets
As of November 13, 2012 and February 28, 2014

	OSG Honour LLC						OSG Independence LLC						OSG Intrepid LLC						OSG Liberty LLC						OSG Lightering LLC
(000s)	November 13, 2012			February 28, 2014			November 13, 2012			February 28, 2014			November 13, 2012			February 28, 2014			November 13, 2012			February 28, 2014			November 13, 2012			February 28, 2014
ASSETS
Current Assets:
Cash and cash equivalents	$	-		$	-		$	-		$	-		$	-		$	-		$	-		$	-		$	3,502		$	14,527
Voyage receivables		-			-			-			-			-			-			-			-			8,284			14,612
Other receivables		16			16			14			17			13			17			-			-			9,798			2,849
Inventory		-			-			-			-			-			-			-			-			2,227			1,075
Prepaid expenses and other current assets		4			21			4			22			4			21			-			-			1,623			1,054
Total Current Assets		20			37			18			39			17			37			-			-			25,433			34,116
Vessels and other property, less accumulated depreciation		3,802			3,401			6,615			6,098			2,897			2,410			-			-			4,340			2,810
Deferred drydock expenditures, net		848			336			311			265			1,219			706			-			-			-			-
Total Vessels, Deferred Drydock and Other Property		4,649			3,737			6,926			6,363			4,116			3,116			-			-			4,340			2,810
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			-			5,836
Other Assets		(3	)		(2	)		0			(1	)		(8	)		(0	)		(9	)		-			-			-
Total Assets	$	7,124		$	6,230		$	7,191		$	12,646		$	4,126		$	3,155		$	9,485		$	9,495		$	310,035		$	307,732

LIABILITIES AND (DEFICIT)/EQUITY
Current Liabilities Not Subject to Compromise:
Accounts payable, accrued expenses and other current liabilities		143			94			270			141			134			111			(1	)		-			3,384			6,150
Total Current Liabilities Not Subject to Compromise		143			94			270			141			134			111			(1	)		-			3,384			6,150

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		-			3,766			-			10,264			-			4,202			-			-			-			11,252
Deferred Gain/(loss) on Sale and Leaseback of Vessels		-			-			-			-			-			-			-			-			-			-
Deferred Income Taxes and Other Liabilities		-			-			-			-			-			-			-			-			-			-
Total Liabilities Not Subject to Compromise		143			3,860			270			10,404			134			4,314			(1	)		-			3,384			17,402

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	)		820
Total Liabilities Subject to Compromise		8,753			8,753			6,940			6,941			7,314			7,314			10,799			10,799			294,790			292,456

Total Liabilities		8,896			12,613			7,210			17,345			7,447			11,627			10,798			10,799			298,174			309,858
(Deficit)/Equity:
Total (Deficit)/Equity		(1,772	)		(6,383	)		(19	)		(4,699	)		(3,321	)		(8,472	)		(1,313	)		(1,304	)		11,861			(2,125	)
Total Liabilities and (Deficit)/Equity	$	7,124		$	6,230		$	7,191		$	12,646		$	4,126		$	3,155		$	9,485		$	9,495		$	310,035		$	307,732

Preliminary and Unaudited

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

Page 152 of 168

Appendix C
Overseas Shipholding Group, Inc.
Unaudited Condensed Consolidating Balance Sheets
As of November 13, 2012 and February 28, 2014

	OSG Lightering Acquisition Corporation				OSG Lightering Solutions LLC				OSG Mariner LLC						OSG Maritrans Parent LLC						OSG Navigator LLC
(000s)	November 13, 2012		February 28, 2014		November 13, 2012		February 28, 2014		November 13, 2012			February 28, 2014			November 13, 2012			February 28, 2014			November 13, 2012			February 28, 2014
ASSETS
Current Assets:
Cash and cash equivalents	$	-	$	-	$	-	$	-	$	-		$	-		$	-		$	-		$	-		$	-
Voyage receivables		-		-		-		-		-			-			-			-			-			-
Other receivables		-		-		-		-		-			-			-			-			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			2,378
Deferred drydock expenditures, net		-		-		-		-		-			-			-			-			587			7
Total Vessels, Deferred Drydock and Other Property		-		-		-		-		-			-			-			-			3,440			2,385
Investments in Affiliated Companies		-		-		-		-		-			-			-			-			-			-
Intangible Assets, less accumulated amortization		-		-		-		-		-			-			606			517			-			-
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	)		(1	)
Total Assets	$	2,000	$	2,000	$	4,216	$	2,650	$	-		$	-		$	104,411		$	104,323		$	3,476		$	2,432

LIABILITIES AND (DEFICIT)/EQUITY
Current Liabilities Not Subject to Compromise:
Accounts payable, accrued expenses and other current liabilities		-		-		-		-		-			-			-			-			167			100
Total Current Liabilities Not Subject to Compromise		-		-		-		-		-			-			-			-			167			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		-		-		-		-		-			58			-			-			-			3,701
Deferred Gain/(loss) on Sale and Leaseback of Vessels		-		-		-		-		-			-			-			-			-			-
Deferred Income Taxes and Other Liabilities		-		-		-		-		-			-			-			-			-			-
Total Liabilities Not Subject to Compromise		-		-		-		-		-			58			-			-			167			3,801

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			479			120,341			120,341			6,999			10,632
(Deficit)/Equity:
Total (Deficit)/Equity		1		1		1,567		-		(422	)		(479	)		(15,930	)		(16,019	)		(3,523	)		(8,200	)
Total Liabilities and (Deficit)/Equity	$	2,000	$	2,000	$	4,216	$	2,650	$	-		$	-		$	104,411		$	104,323		$	3,476		$	2,432

Preliminary and Unaudited

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

Page 153 of 168

Appendix C
Overseas Shipholding Group, Inc.
Unaudited Condensed Consolidating Balance Sheets
As of November 13, 2012 and February 28, 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
(000s)	November 13, 2012			February 28, 2014			November 13, 2012		February 28, 2014		November 13, 2012			February 28, 2014			November 13, 2012			February 28, 2014			November 13, 2012		February 28, 2014
ASSETS
Current Assets:
Cash and cash equivalents	$	-		$	-		$	-	$	-	$	-		$	-		$	-		$	-		$	-	$	-
Voyage receivables		5,178			2,723			-		-		-			-			-			-			-		-
Other receivables		-			11			-		-		-			-			-			-			-		-
Inventory		352			-			-		-		-			-			-			-			-		-
Prepaid expenses and other current assets		781			441			-		-		-			-			-			-			-		-
Total Current Assets		6,311			3,174			-		-		-			-			-			-			-		-
Vessels and other property, less accumulated depreciation		-			-			-		-		-			-			-			-			-		-
Deferred drydock expenditures, net		-			-			-		-		-			-			-			-			-		-
Total Vessels, Deferred Drydock and Other Property		-			-			-		-		-			-			-			-			-		-
Investments in Affiliated Companies		300			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		-			4,838			-		-		-			-			-			-			-		-
Other Assets		-			-			-		-		-			-			-			-			-		-
Total Assets	$	28,090		$	29,791		$	100	$	100	$	-		$	-		$	-		$	-		$	1	$	-

LIABILITIES AND (DEFICIT)/EQUITY
Current Liabilities Not Subject to Compromise:
Accounts payable, accrued expenses and other current liabilities		506			111			-		-		-			-			-			-			-		-
Total Current Liabilities Not Subject to Compromise		506			111			-		-		-			-			-			-			-		-

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		-			3,674			-		-		-			-			-			-			-		-
Deferred Gain/(loss) on Sale and Leaseback of Vessels		-			-			-		-		-			-			-			-			-		-
Deferred Income Taxes and Other Liabilities		-			-			-		-		-			-			-			-			-		-
Total Liabilities Not Subject to Compromise		506			3,786			-		-		-			-			-			-			-		-

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		-			300			-		-		-			-			-			-			-		-
Total Liabilities Subject to Compromise		37,011			37,311			-		-		8			8			8			8			1		-

Total Liabilities		37,517			41,096			-		-		8			8			8			8			1		-
(Deficit)/Equity:
Total (Deficit)/Equity		(9,427	)		(11,305	)		100		100		(8	)		(8	)		(8	)		(8	)		-		-
Total Liabilities and (Deficit)/Equity	$	28,090		$	29,791		$	100	$	100	$	-		$	-		$	-		$	-		$	1	$	-

Preliminary and Unaudited

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

Page 154 of 168

Appendix C
Overseas Shipholding Group, Inc.
Unaudited Condensed Consolidating Balance Sheets
As of November 13, 2012 and February 28, 2014

	OSG Product Tankers, LLC						OSG Quest LLC						OSG Seafarer LLC				OSG Ship Management, Inc.						OSG Valour LLC
(000s)	November 13, 2012			February 28, 2014			November 13, 2012			February 28, 2014			November 13, 2012		February 28, 2014		November 13, 2012			February 28, 2014			November 13, 2012		February 28, 2014
ASSETS
Current Assets:
Cash and cash equivalents	$	-		$	-		$	-		$	-		$	-	$	-	$	1,431		$	387		$	-	$	-
Voyage receivables		-			-			-			-			-		-		-			-			-		-
Other receivables		-			-			-			-			-		-		1,773			914			-		-
Inventory		-			-			-			-			-		-		-			-			-		-
Prepaid expenses and other current assets		-			-			-			-			-		-		2,832			2,039			-		-
Total Current Assets		-			-			-			-			-		-		6,036			3,340			-		-
Vessels and other property, less accumulated depreciation		-			-			-			-			-		-		12,623			4,887			-		-
Deferred drydock expenditures, net		-			-			-			-			-		-		-			-			-		-
Total Vessels, Deferred Drydock and Other Property		-			-			-			-			-		-		12,623			4,887			-		-
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		-			(2,911	)		-		-
Other Assets		-			-			-			-			-		-		117			402			-		-
Total Assets	$	-		$	-		$	64		$	64		$	1,000	$	1,001	$	212,936		$	214,165		$	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			20,178			-		-
Total Current Liabilities Not Subject to Compromise		-			-			4			-			-		-		9,813			20,178			-		-

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		-			-			-			37			-		-		-			24,269			-		-
Deferred Gain/(loss) on Sale and Leaseback of Vessels		-			-			-			-			-		-		-			-			-		-
Deferred Income Taxes and Other Liabilities		-			-			-			-			-		-		528			526			-		-
Total Liabilities Not Subject to Compromise		-			-			4			37			-		-		10,341			44,972			-		-

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			9,998			-		-
Total Liabilities Subject to Compromise		16			16			201			201			370		370		393,334			379,345			1,075		1,075

Total Liabilities		16			16			205			238			370		370		403,675			424,317			1,075		1,075
(Deficit)/Equity:
Total (Deficit)/Equity		(16	)		(16	)		(140	)		(174	)		631		631		(190,740	)		(210,152	)		88		88
Total Liabilities and (Deficit)/Equity	$	-		$	-		$	64		$	64		$	1,000	$	1,001	$	212,936		$	214,165		$	1,163	$	1,163

Preliminary and Unaudited

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

Page 155 of 168

Appendix C
Overseas Shipholding Group, Inc.
Unaudited Condensed Consolidating Balance Sheets
As of November 13, 2012 and February 28, 2014

	Overseas Allegiance Corporation				Overseas Anacortes LLC					Overseas Boston LLC				Overseas Diligence LLC						Overseas Galena Bay LLC
(000s)	November 13, 2012		February 28, 2014		November 13, 2012		February 28, 2014			November 13, 2012		February 28, 2014		November 13, 2012			February 28, 2014			November 13, 2012		February 28, 2014
ASSETS
Current Assets:
Cash and cash equivalents	$	-	$	-	$	-	$	-		$	-	$	-	$	-		$	-		$	-	$	-
Voyage receivables		-		-		13		-			-		-		-			-			-		-
Other receivables		-		-		28		38			21		39		137			-			276		-
Inventory		-		-		-		-			-		-		-			-			-		-
Prepaid expenses and other current assets		-		-		450		824			448		823		-			-			-		-
Total Current Assets		-		-		492		862			468		862		137			-			276		-
Vessels and other property, less accumulated depreciation		-		-		274		146			171		45		-			-			-		-
Deferred drydock expenditures, net		-		-		4		599			606		2,620		-			-			-		-
Total Vessels, Deferred Drydock and Other Property		-		-		279		745			776		2,664		-			-			-		-
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		-		-		-		7,732			-		1,453		-			137			-		276
Other Assets		-		-		2,141		1,792			1,159		1,007		-			-			-		-
Total Assets	$	2	$	2	$	45,329	$	53,549		$	42,695	$	46,278	$	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		2,293			1,192		3,329		(0	)		(0	)		-		-
Total Current Liabilities Not Subject to Compromise		-		-		1,193		2,293			1,192		3,329		(0	)		(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		-		-		-		-			-		-		-			-			-		-
Total Liabilities Not Subject to Compromise		-		-		1,193		2,293			1,192		3,329		(0	)		(0	)		-		-

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		38,087			37,313		39,450		348			348			565		565
(Deficit)/Equity:
Total (Deficit)/Equity		0		0		8,343		15,462			5,382		6,827		103			103			4,179		4,179
Total Liabilities and (Deficit)/Equity	$	2	$	2	$	45,329	$	53,549		$	42,695	$	46,278	$	451		$	451		$	4,744	$	4,744

Preliminary and Unaudited

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

Page 156 of 168

Appendix C
Overseas Shipholding Group, Inc.
Unaudited Condensed Consolidating Balance Sheets
As of November 13, 2012 and February 28, 2014

	Overseas Houston LLC							Overseas Integrity LLC				Overseas Long Beach LLC				Overseas Los Angeles LLC						Overseas Martinez LLC
(000s)	November 13, 2012				February 28, 2014			November 13, 2012		February 28, 2014		November 13, 2012		February 28, 2014		November 13, 2012			February 28, 2014			November 13, 2012		February 28, 2014
ASSETS
Current Assets:
Cash and cash equivalents	$	-			$	-		$	-	$	-	$	-	$	-	$	-		$	-		$	-	$	-
Voyage receivables		-				-			-		-		-		-		-			-			-		-
Other receivables		289		��		22			8		-		307		50		358			50			34		36
Inventory		-				-			-		-		-		-		-			-			-		-
Prepaid expenses and other current assets		357				787			-		-		357		692		360			692			447		825
Total Current Assets		646				809			8		-		664		742		719			742			482		861
Vessels and other property, less accumulated depreciation		143				24			-		-		164		27		167			57			345		165
Deferred drydock expenditures, net		2,793				1,951			-		-		2,195		1,445		2,489			1,503			-		579
Total Vessels, Deferred Drydock and Other Property		2,936				1,975			-		-		2,359		1,472		2,656			1,560			345		744
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		-				2,210			-		59		-		2,344		-			1,664			-		3,921
Other Assets		601				448			-		-		588		498		921			847			2,138		1,737
Total Assets	$	39,345			$	40,637		$	1,157	$	1,209	$	39,388	$	40,833	$	38,730		$	39,248		$	17,860	$	22,158

LIABILITIES AND (DEFICIT)/EQUITY
Current Liabilities Not Subject to Compromise:
Accounts payable, accrued expenses and other current liabilities		990				257			-		-		1,268		305		1,881			275			1,207		2,068
Total Current Liabilities Not Subject to Compromise		990				257			-		-		1,268		305		1,881			275			1,207		2,068

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				7,000			-		-		5,458		6,902		5,016			6,461			-		-
Total Liabilities Not Subject to Compromise		6,865				7,257			-		-		6,726		7,207		6,897			6,736			1,207		2,068

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				40,714			932		932		38,788		39,268		40,280			40,120			9,755		10,616
(Deficit)/Equity:
Total (Deficit)/Equity		(944	)			(77	)		225		277		600		1,565		(1,551	)		(872	)		8,104		11,542
Total Liabilities and (Deficit)/Equity	$	39,345			$	40,637		$	1,157	$	1,209	$	39,388	$	40,833	$	38,730		$	39,248		$	17,860	$	22,158

Preliminary and Unaudited

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

Page 157 of 168

Appendix C
Overseas Shipholding Group, Inc.
Unaudited Condensed Consolidating Balance Sheets
As of November 13, 2012 and February 28, 2014

	Overseas New Orleans LLC				Overseas New York LLC				Overseas Nikiski LLC				Overseas Perseverance Corporation				Overseas Philadelphia LLC
(000s)	November 13, 2012		February 28, 2014		November 13, 2012		February 28, 2014		November 13, 2012		February 28, 2014		November 13, 2012		February 28, 2014		November 13, 2012			February 28, 2014
ASSETS
Current Assets:
Cash and cash equivalents	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-		$	-
Voyage receivables		-		-		-		-		-		-		-		-		-			-
Other receivables		211		-		119		40		30		112		-		-		211			-
Inventory		-		-		-		-		-		319		-		-		-			-
Prepaid expenses and other current assets		-		-		357		695		448		823		-		-		-			-
Total Current Assets		211		-		476		735		477		1,254		-		-		211			-
Vessels and other property, less accumulated depreciation		-		-		51		24		244		45		-		-		-			-
Deferred drydock expenditures, net		-		-		209		1,724		891		612		-		-		-			-
Total Vessels, Deferred Drydock and Other Property		-		-		260		1,748		1,134		658		-		-		-			-
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		-		-		-		2,565		-		-		-			273
Other Assets		-		-		1,189		964		1,246		999		-		-		66			1
Total Assets	$	3,928	$	3,913	$	43,418	$	44,939	$	42,113	$	44,731	$	383	$	383	$	875		$	872

LIABILITIES AND (DEFICIT)/EQUITY
Current Liabilities Not Subject to Compromise:
Accounts payable, accrued expenses and other current liabilities		11		-		1,043		332		1,239		1,103		-		-		-			-
Total Current Liabilities Not Subject to Compromise		11		-		1,043		332		1,239		1,103		-		-		-			-

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		-		-		-		600		-		-		-		-		-			-
Deferred Gain/(loss) on Sale and Leaseback of Vessels		-		-		-		-		-		-		-		-		-			-
Deferred Income Taxes and Other Liabilities		-		-		4,570		6,014		-		-		-		-		-			-
Total Liabilities Not Subject to Compromise		11		-		5,613		6,946		1,239		1,103		-		-		-			-

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		488		42,430		43,764		36,507		36,371		378		378		940			940
(Deficit)/Equity:
Total (Deficit)/Equity		3,430		3,425		987		1,175		5,606		8,359		4		4		(65	)		(68	)
Total Liabilities and (Deficit)/Equity	$	3,928	$	3,913	$	43,418	$	44,939	$	42,113	$	44,731	$	383	$	383	$	875		$	872

Preliminary and Unaudited

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

Page 158 of 168

Appendix C
Overseas Shipholding Group, Inc.
Unaudited Condensed Consolidating Balance Sheets
As of November 13, 2012 and February 28, 2014

	Overseas Puget Sound LLC				Overseas Sea Swift Corporation				Overseas Shipping (GR) Ltd.				Overseas ST Holding LLC				Overseas Tampa LLC
(000s)	November 13, 2012		February 28, 2014		November 13, 2012		February 28, 2014		November 13, 2012		February 28, 2014		November 13, 2012		February 28, 2014		November 13, 2012		February 28, 2014
ASSETS
Current Assets:
Cash and cash equivalents	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-
Voyage receivables		-		-		-		-		-		-		211		-		10		-
Other receivables		222		-		-		-		-		-		188		165		51		35
Inventory		-		-		-		-		-		-		-		-		-		-
Prepaid expenses and other current assets		-		-		-		-		7		-		36		174		443		844
Total Current Assets		222		-		-		-		7		-		436		339		504		879
Vessels and other property, less accumulated depreciation		-		-		-		-		-		-		244,259		230,697		219		185
Deferred drydock expenditures, net		-		-		-		-		-		-		235		528		-		7
Total Vessels, Deferred Drydock and Other Property		-		-		-		-		-		-		244,494		231,225		219		192
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		-		-		-		-		-		44,808		-		5,274
Other Assets		-		-		-		-		-		-		88		132		3,469		5,956
Total Assets	$	10,885	$	10,857	$	9	$	9	$	1,117,796	$	1,156,444	$	341,448	$	372,933	$	8,387	$	16,496

LIABILITIES AND (DEFICIT)/EQUITY
Current Liabilities Not Subject to Compromise:
Accounts payable, accrued expenses and other current liabilities		18		-		-		-		5		-		3,003		512		1,186		2,249
Total Current Liabilities Not Subject to Compromise		18		-		-		-		5		-		3,003		512		1,186		2,249

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		18		-		-		-		5		-		3,003		512		1,186		2,249

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		6,251		7		7		6,025		6,021		161,573		159,081		8,052		9,115
(Deficit)/Equity:
Total (Deficit)/Equity		4,616		4,607		2		2		1,111,770		1,150,424		179,876		213,852		334		7,381
Total Liabilities and (Deficit)/Equity	$	10,885	$	10,857	$	9	$	9	$	1,117,796	$	1,156,444	$	341,448	$	372,933	$	8,387	$	16,496

Preliminary and Unaudited

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

Page 159 of 168

Appendix C
Overseas Shipholding Group, Inc.
Unaudited Condensed Consolidating Balance Sheets
As of November 13, 2012 and February 28, 2014

	Overseas Texas City LLC					Pearlmar Limited					Petromar Limited					Pisces Tanker Corporation						Polaris Tanker Corporation
(000s)	November 13, 2012			February 28, 2014		November 13, 2012		February 28, 2014			November 13, 2012			February 28, 2014		November 13, 2012			February 28, 2014			November 13, 2012			February 28, 2014
ASSETS
Current Assets:
Cash and cash equivalents	$	-		$	-	$	-	$	-		$	-		$	-	$	-		$	-		$	-		$	-
Voyage receivables		-			8		2,457		3,069			1,407			1,019		1,982			48			1,168			19
Other receivables		(30	)		39		21		6			10			25		-			-			(5	)		-
Inventory		-			-		-		-			421			640		248			-			359			-
Prepaid expenses and other current assets		358			694		29		44			27			31		282			-			282			-
Total Current Assets		328			741		2,507		3,119			1,865			1,715		2,512			48			1,804			19
Vessels and other property, less accumulated depreciation		9			6		35,337		15,208			24,544			8,948		-			-			-			-
Deferred drydock expenditures, net		309			2,102		1,450		976			1,497			974		-			-			-			-
Total Vessels, Deferred Drydock and Other Property		318			2,108		36,787		16,183			26,041			9,922		-			-			-			-
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		-			8,246		-		4,664			-			2,159		-			1,564			-			785
Other Assets		1,584			1,293		-		(2	)		(40	)		13		(1	)		-			(3	)		-
Total Assets	$	43,952		$	54,110	$	78,059	$	62,730		$	41,675		$	27,617	$	23,264		$	22,364		$	23,088		$	22,091

LIABILITIES AND (DEFICIT)/EQUITY
Current Liabilities Not Subject to Compromise:
Accounts payable, accrued expenses and other current liabilities		1,050			2,557		373		455			67			1,298		84			1			438			6
Total Current Liabilities Not Subject to Compromise		1,050			2,557		373		455			67			1,298		84			1			438			6

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			5,523		-		-			-			-		-			-			-			-
Total Liabilities Not Subject to Compromise		5,129			8,080		373		455			67			1,298		84			1			438			6

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		-			-		-		-			-			-		-			5,816			-			5,565
Total Liabilities Subject to Compromise		29,152			29,152		37,326		37,326			14,519			14,519		24,168			29,985			25,450			31,015

Total Liabilities		34,280			37,232		37,700		37,781			14,586			15,817		24,252			29,986			25,888			31,021
(Deficit)/Equity:
Total (Deficit)/Equity		9,671			16,878		40,360		24,949			27,089			11,800		(989	)		(7,623	)		(2,800	)		(8,931	)
Total Liabilities and (Deficit)/Equity	$	43,952		$	54,110	$	78,059	$	62,730		$	41,675		$	27,617	$	23,264		$	22,364		$	23,088		$	22,091

Preliminary and Unaudited

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

Page 160 of 168

Appendix C
Overseas Shipholding Group, Inc.
Unaudited Condensed Consolidating Balance Sheets
As of November 13, 2012 and February 28, 2014

	Queens Product Tanker Corporation						Reymar Limited					Rich Tanker Corporation						Rimar Chartering Corporation						Rosalyn Tanker Corporation
(000s)	November 13, 2012			February 28, 2014			November 13, 2012			February 28, 2014		November 13, 2012			February 28, 2014			November 13, 2012			February 28, 2014			November 13, 2012			February 28, 2014
ASSETS
Current Assets:
Cash and cash equivalents	$	-		$	-		$	-		$	-	$	-		$	-		$	-		$	-		$	-		$	-
Voyage receivables		418			-			2,373			1,478		2,779			1,589			598			(222	)		3,110			4,632
Other receivables		11			-			(7	)		216		9			-			53			-			21			24
Inventory		658			-			-			-		-			642			192			-			-			-
Prepaid expenses and other current assets		34			-			29			43		243			177			303			-			75			91
Total Current Assets		1,122			-			2,395			1,737		3,031			2,408			1,147			(222	)		3,206			4,748
Vessels and other property, less accumulated depreciation		-			-			37,449			18,949		-			-			269			-			51,807			50,096
Deferred drydock expenditures, net		-			-			331			173		-			-			387			-			73			1,907
Total Vessels, Deferred Drydock and Other Property		-			-			37,780			19,122		-			-			656			-			51,879			52,003
Investments in Affiliated Companies		-			-			414			-		-			-			-			-			-			-
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		-			631			-			5,121		-			1,185			-			-			-			-
Other Assets		3			-			(33	)		46		-			-			(96	)		(2	)		(23	)		(22	)
Total Assets	$	52,639		$	52,145		$	79,279		$	64,749	$	18,845		$	19,407		$	54,195		$	52,264		$	65,241		$	66,907

LIABILITIES AND (DEFICIT)/EQUITY
Current Liabilities Not Subject to Compromise:
Accounts payable, accrued expenses and other current liabilities		431			2			59			741		367			1,115			350			261			301			195
Total Current Liabilities Not Subject to Compromise		431			2			59			741		367			1,115			350			261			301			195

Noncurrent Liabilities Not Subject to Compromise:
Intercompany loans payable and accrued interest		-			-			-			-		-			-			-			-			-			-
Post-petition intercompany payables to non-debtors		-			-			-			-		-			-			-			-			-			464
Post-petition intercompany payables to other debtors		-			-			-			-		-			-			-			1,296			-			1,350
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			2			59			741		878			1,115			4,633			1,557			301			2,008

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		-			0			-			-		-			2,967			-			10,681			-			-
Total Liabilities Subject to Compromise		71,510			71,510			33,177			33,177		19,542			22,510			57,566			68,247			6,407			6,407

Total Liabilities		71,941			71,512			33,236			33,917		20,420			23,624			62,199			69,804			6,707			8,415
(Deficit)/Equity:
Total (Deficit)/Equity		(19,302	)		(19,367	)		46,044			30,832		(1,576	)		(4,218	)		(8,004	)		(17,540	)		58,534			58,492
Total Liabilities and (Deficit)/Equity	$	52,639		$	52,145		$	79,279		$	64,749	$	18,845		$	19,407		$	54,195		$	52,264		$	65,241		$	66,907

Preliminary and Unaudited

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

Page 161 of 168

Appendix C
Overseas Shipholding Group, Inc.
Unaudited Condensed Consolidating Balance Sheets
As of November 13, 2012 and February 28, 2014

	Rosemar Limited						Rubymar Limited				Sakura Transport Corp.						Samar Product Tanker Corporation						Santorini Tanker LLC
(000s)	November 13, 2012			February 28, 2014			November 13, 2012		February 28, 2014		November 13, 2012			February 28, 2014			November 13, 2012			February 28, 2014			November 13, 2012		February 28, 2014
ASSETS
Current Assets:
Cash and cash equivalents	$	-		$	-		$	-	$	-	$	-		$	-		$	-		$	-		$	-	$	-
Voyage receivables		24			778			66		452		2,925			4,109			226			-			364		2,527
Other receivables		11			(42	)		445		445		61			(29	)		33			(15	)		-		233
Inventory		-			-			-		-		-			-			-			-			486		776
Prepaid expenses and other current assets		34			40			2		-		94			83			30			51			119		28
Total Current Assets		69			776			513		897		3,080			4,162			289			35			969		3,564
Vessels and other property, less accumulated depreciation		35,909			15,159			34,354		15,179		47,915			44,265			55,715			33,699			47,696		45,217
Deferred drydock expenditures, net		1,270			1,076			1,392		1,018		1,970			1,264			-			-			-		44
Total Vessels, Deferred Drydock and Other Property		37,179			16,234			35,746		16,197		49,885			45,529			55,715			33,699			47,696		45,261
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		-			869			-		3,995		-			1,682			-			3,359			-		5,198
Other Assets		(38	)		(0	)		-		-		(33	)		(30	)		(3	)		-			-		0
Total Assets	$	63,163		$	43,833		$	76,226	$	61,056	$	62,770		$	61,181		$	57,350		$	38,443		$	96,365	$	101,724

LIABILITIES AND (DEFICIT)/EQUITY
Current Liabilities Not Subject to Compromise:
Accounts payable, accrued expenses and other current liabilities		247			802			652		1,103		260			539			438			467			30		513
Total Current Liabilities Not Subject to Compromise		247			802			652		1,103		260			539			438			467			30		513

Noncurrent Liabilities Not Subject to Compromise:
Intercompany loans payable and accrued interest		-			-			-		-		-			-			-			122			-		-
Post-petition intercompany payables to non-debtors		-			-			-		-		-			-			-			357			-		-
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			802			652		1,103		260			539			438			946			30		513

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			41,071			-		-
Total Liabilities Subject to Compromise		24,919			24,919			30,303		30,303		8,952			8,952			56,956			56,593			74,364		74,364

Total Liabilities		25,166			25,721			30,955		31,406		9,212			9,491			57,394			57,539			74,394		74,877
(Deficit)/Equity:
Total (Deficit)/Equity		37,996			18,112			45,271		29,650		53,559			51,690			(44	)		(19,096	)		21,971		26,847
Total Liabilities and (Deficit)/Equity	$	63,163		$	43,833		$	76,226	$	61,056	$	62,770		$	61,181		$	57,350		$	38,443		$	96,365	$	101,724

Preliminary and Unaudited

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

Page 162 of 168

Appendix C
Overseas Shipholding Group, Inc.
Unaudited Condensed Consolidating Balance Sheets
As of November 13, 2012 and February 28, 2014

	Serifos Tanker Corporation						Seventh Aframax Tanker Corporation				Shirley Tanker SRL						Sifnos Tanker Corporation						Silvermar Limited
(000s)	November 13, 2012			February 28, 2014			November 13, 2012		February 28, 2014		November 13, 2012			February 28, 2014			November 13, 2012			February 28, 2014			November 13, 2012			February 28, 2014
ASSETS
Current Assets:
Cash and cash equivalents	$	-		$	-		$	-	$	-	$	10		$	0		$	-		$	-		$	-		$	-
Voyage receivables		1,537			1,078			1,417		1,683		1,727			2,046			1,549			1,761			2,047			3,105
Other receivables		(4	)		1			16		56		10			4			3			(57	)		(16	)		(22	)
Inventory		-			458			-		-		-			-			-			-			-			-
Prepaid expenses and other current assets		240			233			47		49		23			53			240			240			29			42
Total Current Assets		1,773			1,770			1,480		1,787		1,770			2,103			1,792			1,944			2,061			3,125
Vessels and other property, less accumulated depreciation		935			706			22,496		20,931		42,556			38,369			1,040			799			34,297			14,692
Deferred drydock expenditures, net		4			117			1,887		1,270		1,389			976			(0	)		887			1,564			1,489
Total Vessels, Deferred Drydock and Other Property		938			824			24,384		22,201		43,945			39,345			1,040			1,686			35,861			16,182
Investments in Affiliated Companies		-			-			-		-		-			-			-			300			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		-			83			-		2,327		-			250			-			-			-			4,390
Other Assets		10			(9	)		66		141		(37	)		(14	)		15			(8	)		(12	)		(5	)
Total Assets	$	8,663		$	8,610		$	35,909	$	36,435	$	57,109		$	53,114		$	8,687		$	9,762		$	56,046		$	41,827

LIABILITIES AND (DEFICIT)/EQUITY
Current Liabilities Not Subject to Compromise:
Accounts payable, accrued expenses and other current liabilities		45			720			220		34		1,282			142			44			43			57			373
Total Current Liabilities Not Subject to Compromise		45			720			220		34		1,282			142			44			43			57			373

Noncurrent Liabilities Not Subject to Compromise:
Intercompany loans payable and accrued interest		-			-			-		-		-			-			-			-			-			-
Post-petition intercompany payables to non-debtors		-			-			-		-		-			424			-			-			-			-
Post-petition intercompany payables to other debtors		-			-			-		-		-			-			-			1,665			-			-
Deferred Gain/(loss) on Sale and Leaseback of Vessels		-			-			-		-		-			-			-			-			-			-
Deferred Income Taxes and Other Liabilities		-			-			-		-		-			-			-			-			-			-
Total Liabilities Not Subject to Compromise		45			720			220		34		1,282			566			44			1,707			57			373

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		-			15,088			-		0		36,851			36,693			-			13,781			-			-
Total Liabilities Subject to Compromise		11,884			26,972			34,990		34,989		62,866			62,718			12,130			25,911			14,750			14,750

Total Liabilities		11,929			27,693			35,210		35,023		64,147			63,284			12,174			27,619			14,807			15,123
(Deficit)/Equity:
Total (Deficit)/Equity		(3,266	)		(19,083	)		699		1,412		(7,038	)		(10,170	)		(3,487	)		(17,857	)		41,238			26,704
Total Liabilities and (Deficit)/Equity	$	8,663		$	8,610		$	35,909	$	36,435	$	57,109		$	53,114		$	8,687		$	9,762		$	56,046		$	41,827

Preliminary and Unaudited

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

Page 163 of 168

Appendix C
Overseas Shipholding Group, Inc.
Unaudited Condensed Consolidating Balance Sheets
As of November 13, 2012 and February 28, 2014

	Sixth Aframax Tanker Corporation				Skopelos Product Tanker Corporation						Star Chartering Corporation					Suezmax International Agencies, Inc.						Talara Chartering Corporation
(000s)	November 13, 2012		February 28, 2014		November 13, 2012			February 28, 2014			November 13, 2012		February 28, 2014			November 13, 2012			February 28, 2014			November 13, 2012			February 28, 2014
ASSETS
Current Assets:
Cash and cash equivalents	$	-	$	-	$	-		$	-		$	-	$	-		$	-		$	-		$	-		$	-
Voyage receivables		459		1,680		1,715			1,859			19		(5	)		14,133			290			1,692			(198	)
Other receivables		6		35		33			26			-		-			522			63			26			704
Inventory		-		-		598			502			-		-			-			-			-			-
Prepaid expenses and other current assets		41		41		220			38			241		462			1,416			(0	)		639			(0	)
Total Current Assets		506		1,756		2,565			2,426			260		458			16,071			353			2,357			506
Vessels and other property, less accumulated depreciation		21,356		19,820		32,130			30,448			-		-			-			-			1,068			-
Deferred drydock expenditures, net		1,279		881		(2	)		14			-		-			-			-			-			-
Total Vessels, Deferred Drydock and Other Property		22,635		20,701		32,128			30,462			-		-			-			-			1,068			-
Investments in Affiliated Companies		-		-		-			-			-		-			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		-		1,584		-			3,502			-		-			-			13,244			-			1,697
Other Assets		37		119		-			(27	)		-		-			-			-			(20	)		-
Total Assets	$	31,690	$	32,265	$	54,673		$	56,342		$	9,116	$	9,313		$	55,012		$	49,674		$	15,042		$	13,297

LIABILITIES AND (DEFICIT)/EQUITY
Current Liabilities Not Subject to Compromise:
Accounts payable, accrued expenses and other current liabilities		743		216		148			272			240		448			616			562			53			2
Total Current Liabilities Not Subject to Compromise		743		216		148			272			240		448			616			562			53			2

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		-		-		-			-			-		31			-			802			-			-
Deferred Gain/(loss) on Sale and Leaseback of Vessels		-		-		-			-			-		-			-			-			633			-
Deferred Income Taxes and Other Liabilities		-		-		-			-			-		-			563			-			-			-
Total Liabilities Not Subject to Compromise		743		216		148			272			240		480			1,179			1,364			686			2

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		-		-		-			-			-		-			-			-			-			35,588
Total Liabilities Subject to Compromise		5,849		5,849		17,095			17,095			8,852		8,852			58,000			57,022			21,874			57,462

Total Liabilities		6,592		6,065		17,243			17,367			9,091		9,331			59,179			58,386			22,560			57,464
(Deficit)/Equity:
Total (Deficit)/Equity		25,098		26,200		37,429			38,975			24		(19	)		(4,167	)		(8,712	)		(7,518	)		(44,167	)
Total Liabilities and (Deficit)/Equity	$	31,690	$	32,265	$	54,673		$	56,342		$	9,116	$	9,313		$	55,012		$	49,674		$	15,042		$	13,297

Preliminary and Unaudited

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

Page 164 of 168

Appendix C
Overseas Shipholding Group, Inc.
Unaudited Condensed Consolidating Balance Sheets
As of November 13, 2012 and February 28, 2014

	Third United Shipping Corporation				Tokyo Transport Corp.						Transbulk Carriers, Inc.				Troy Chartering Corporation						Troy Product Corporation
(000s)	November 13, 2012		February 28, 2014		November 13, 2012			February 28, 2014			November 13, 2012		February 28, 2014		November 13, 2012			February 28, 2014			November 13, 2012		February 28, 2014
ASSETS
Current Assets:
Cash and cash equivalents	$	-	$	-	$	-		$	-		$	-	$	-	$	-		$	-		$	-	$	-
Voyage receivables		-		-		3,339			5,299			-		-		173			(7	)		-		-
Other receivables		-		-		18			27			-		-		13			30			-		-
Inventory		-		-		-			-			-		-		-			-			-		-
Prepaid expenses and other current assets		-		-		92			89			-		-		344			(4	)		-		-
Total Current Assets		-		-		3,449			5,415			-		-		531			20			-		-
Vessels and other property, less accumulated depreciation		-		-		50,753			47,180			-		-		1,101			-			-		-
Deferred drydock expenditures, net		-		-		1,950			1,338			-		-		-			-			-		-
Total Vessels, Deferred Drydock and Other Property		-		-		52,703			48,518			-		-		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		-		-		-			3,611			-		-		-			-			-		-
Other Assets		-		-		(6	)		(5	)		-		-		(35	)		-			-		-
Total Assets	$	105,125	$	105,125	$	66,470		$	67,862		$	295	$	295	$	31,953		$	30,375		$	58,765	$	58,765

LIABILITIES AND (DEFICIT)/EQUITY
Current Liabilities Not Subject to Compromise:
Accounts payable, accrued expenses and other current liabilities		-		-		326			92			-		-		68			546			-		-
Total Current Liabilities Not Subject to Compromise		-		-		326			92			-		-		68			546			-		-

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		-		-		-			-			-		-		-			135			-		-
Deferred Gain/(loss) on Sale and Leaseback of Vessels		-		-		-			-			-		-		708			-			-		-
Deferred Income Taxes and Other Liabilities		-		-		-			-			-		-		-			-			-		-
Total Liabilities Not Subject to Compromise		-		-		326			92			-		-		776			681			-		-

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		-		-		-			-			-		-		-			36,729			-		-
Total Liabilities Subject to Compromise		-		-		8,494			8,495			211		211		47,096			83,825			58,345		58,345

Total Liabilities		-		-		8,821			8,587			211		211		47,872			84,506			58,345		58,345
(Deficit)/Equity:
Total (Deficit)/Equity		105,125		105,125		57,649			59,275			85		85		(15,919	)		(54,131	)		420		420
Total Liabilities and (Deficit)/Equity	$	105,125	$	105,125	$	66,470		$	67,862		$	295	$	295	$	31,953		$	30,375		$	58,765	$	58,765

Preliminary and Unaudited

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

Page 165 of 168

Appendix C
Overseas Shipholding Group, Inc.
Unaudited Condensed Consolidating Balance Sheets
As of November 13, 2012 and February 28, 2014

	Urban Tanker Corporation						Vega Tanker Corporation					View Tanker Corporation						Vivian Tankships Corporation				Vulpecula Chartering Corporation
(000s)	November 13, 2012			February 28, 2014			November 13, 2012		February 28, 2014			November 13, 2012			February 28, 2014			November 13, 2012		February 28, 2014		November 13, 2012			February 28, 2014
ASSETS
Current Assets:
Cash and cash equivalents	$	-		$	-		$	-	$	-		$	-		$	-		$	-	$	-	$	-		$	-
Voyage receivables		1,574			1,767			-		-			2,869			2,120			-		-		753			9
Other receivables		-			-			13		(1	)		-			8			-		-		2			-
Inventory		-			-			-		-			-			388			-		-		169			-
Prepaid expenses and other current assets		243			209			-		-			186			338			-		-		272			-
Total Current Assets		1,817			1,976			13		(1	)		3,055			2,853			-		-		1,196			9
Vessels and other property, less accumulated depreciation		-			-			-		-			-			-			-		-		-			-
Deferred drydock expenditures, net		-			-			-		-			-			-			-		-		-			-
Total Vessels, Deferred Drydock and Other Property		-			-			-		-			-			-			-		-		-			-
Investments in Affiliated Companies		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		-			389			-		-			-			790			-		-		-			623
Other Assets		(9	)		-			87		-			54			(13	)		-		-		-			-
Total Assets	$	21,448		$	22,005		$	5,179	$	5,079		$	10,432		$	10,954		$	21,117	$	21,117	$	25,757		$	25,193

LIABILITIES AND (DEFICIT)/EQUITY
Current Liabilities Not Subject to Compromise:
Accounts payable, accrued expenses and other current liabilities		27			3			20		-			764			870			-		-		549			4
Total Current Liabilities Not Subject to Compromise		27			3			20		-			764			870			-		-		549			4

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		500			-			-		-			511			-			-		-		-			-
Total Liabilities Not Subject to Compromise		526			3			20		-			1,275			870			-		-		549			4

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		-			4,870			-		-			-			3,937			-		-		-			4,350
Total Liabilities Subject to Compromise		23,604			28,474			2,136		2,136			11,440			15,377			14,490		14,490		25,618			29,968

Total Liabilities		24,131			28,477			2,156		2,136			12,715			16,247			14,490		14,490		26,167			29,972
(Deficit)/Equity:
Total (Deficit)/Equity		(2,683	)		(6,472	)		3,023		2,943			(2,283	)		(5,293	)		6,627		6,627		(410	)		(4,779	)
Total Liabilities and (Deficit)/Equity	$	21,448		$	22,005		$	5,179	$	5,079		$	10,432		$	10,954		$	21,117	$	21,117	$	25,757		$	25,193

Preliminary and Unaudited

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

Page 166 of 168

Appendix C
Overseas Shipholding Group, Inc.
Unaudited Condensed Consolidating Balance Sheets
As of November 13, 2012 and February 28, 2014

	Wind Aframax Tanker Corporation				Combined Debtors				Eliminations						Consolidated Debtors
(000s)	November 13, 2012		February 28, 2014		November 13, 2012		February 28, 2014		November 13, 2012			February 28, 2014			November 13, 2012		February 28, 2014
ASSETS
Current Assets:
Cash and cash equivalents	$	-	$	-	$	398,725	$	608,365	$	-		$	-		$	398,725	$	608,365
Voyage receivables		-		-		168,830		155,458		-			-			168,830		155,458
Other receivables		10		-		48,974		17,584		-			-			48,974		17,584
Inventory		-		-		14,150		15,737		-			-			14,150		15,737
Prepaid expenses and other current assets		-		-		46,596		30,625		-			-			46,596		30,625
Total Current Assets		10		-		677,274		827,768		-			-			677,274		827,768
Vessels and other property, less accumulated depreciation		-		-		3,147,915		2,357,895		1			2			3,147,915		2,357,897
Deferred drydock expenditures, net		-		-		73,898		56,367		-			-			73,898		56,367
Total Vessels, Deferred Drydock and Other Property		-		-		3,221,813		2,414,263		1			2			3,221,813		2,414,263
Investments in Affiliated Companies		-		-		247,664		318,930		-			-			247,664		318,930
Intangible Assets, less accumulated amortization		-		-		72,413		59,167		-			-			72,413		59,167
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		410,830		(359,840	)		(381,673	)		88,268		29,157
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		-		-		-		17,362		-			-			-		17,362
Post-petition Intercompany receivables from debtors		-		-		-		636,111		-			(636,111	)		-		-
Other Assets		-		-		16,704		26,644		30			31			16,734		26,675
Total Assets	$	61	$	51	$	18,202,977	$	18,304,809	$	(11,487,710	)	$	(12,219,159	)	$	6,715,267	$	6,085,649

LIABILITIES AND (DEFICIT)/EQUITY
Current Liabilities Not Subject to Compromise:
Accounts payable, accrued expenses and other current liabilities		0		-		73,627		351,629		62			62			73,689		351,693
Total Current Liabilities Not Subject to Compromise		0		-		73,627		351,629		62			62			73,689		351,693

Noncurrent Liabilities Not Subject to Compromise:
Intercompany loans payable and accrued interest		-		-		-		147,811		-			(147,811	)		-		-
Post-petition intercompany payables to non-debtors		-		-		-		38,067		-			-			-		38,067
Post-petition intercompany payables to other debtors		-		-		-		636,111		-			(636,111	)		-		-
Deferred Gain/(loss) on Sale and Leaseback of Vessels		-		-		5,457		-		-			-			5,457		-
Deferred Income Taxes and Other Liabilities		-		-		752,534		425,459		-			-			752,534		425,459
Total Liabilities Not Subject to Compromise		0		-		831,618		1,599,077		62			(783,860	)		831,680		815,219

Liabilities Subject to Compromise:
Pre-petition intercompany loans payable and accrued interest		-		-		376,324		250,180		(359,840	)		(233,862	)		16,484		16,318
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		2,882,891		-			2			2,623,588		2,882,891
Total Liabilities Subject to Compromise		-		-		10,986,149		11,148,204		(6,203,536	)		(6,112,407	)		4,782,613		5,035,795

Total Liabilities		0		-		11,817,768		12,747,281		(6,203,474	)		(6,896,267	)		5,614,294		5,851,014
(Deficit)/Equity:
Total (Deficit)/Equity		61		51		6,385,210		5,557,528		(5,284,236	)		(5,322,893	)		1,100,973		234,635
Total Liabilities and (Deficit)/Equity	$	61	$	51	$	18,202,977	$	18,304,809	$	(11,487,710	)	$	(12,219,159	)	$	6,715,267	$	6,085,649

Preliminary and Unaudited

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

Page 167 of 168

Appendix C
Overseas Shipholding Group, Inc.
Unaudited Condensed Consolidating Balance Sheets
As of November 13, 2012 and February 28, 2014

	Total Non-debtors						Eliminations						Consolidated Overseas Shipholding Group, Inc.
(000s)	November 13, 2012			February 28, 2014			November 13, 2012			February 28, 2014			November 13, 2012		February 28, 2014
ASSETS
Current Assets:
Cash and cash equivalents	$	79,248		$	15,907		$	-		$	-		$	477,973	$	624,272
Voyage receivables		2,923			520			-			-			171,753		155,977
Other receivables		10,321			8,117			-			-			59,295		25,700
Inventory		-			-			-			-			14,150		15,737
Prepaid expenses and other current assets		40			225			-			-			46,636		30,851
Total Current Assets		92,533			24,769			-			-			769,807		852,537
Vessels and other property, less accumulated depreciation		(12,092	)		(11,324	)		-			-			3,135,823		2,346,572
Deferred drydock expenditures, net		-			-			-			-			73,898		56,367
Total Vessels, Deferred Drydock and Other Property		(12,092	)		(11,324	)		-			-			3,209,721		2,402,939
Investments in Affiliated Companies		300			-			-			-			247,964		318,930
Intangible Assets, less accumulated amortization		242			220			-			-			72,655		59,387
Goodwill		(79	)		-			-			-			9,589		-
Investments in subsidiaries		-			-			(147,914	)		(147,921	)		-		-
Intercompany loans receivable and accrued interest		16,484			16,318			(104,752	)		(45,474	)		-		-
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			-			(17,362	)		-		-
Post-petition Intercompany receivables from debtors		-			38,067			-			(38,067	)		-		-
Other Assets		(271	)		9,424			-			-			16,464		36,099
Total Assets	$	2,239,657		$	2,214,059		$	(4,628,725	)	$	(4,629,816	)	$	4,326,200	$	3,669,892

LIABILITIES AND (DEFICIT)/EQUITY
Current Liabilities Not Subject to Compromise:
Accounts payable, accrued expenses and other current liabilities		19,478			29,113			-			-			93,170		380,805
Total Current Liabilities Not Subject to Compromise		19,478			29,113			-			-			93,170		380,805

Noncurrent Liabilities Not Subject to Compromise:
Intercompany loans payable and accrued interest		88,268			29,157			(88,268	)		(29,157	)		-		-
Post-petition intercompany payables to non-debtors		-			0			-			(38,067	)		-		-
Post-petition intercompany payables to other debtors		2,233,518			2,261,767			(2,233,518	)		(2,261,767	)		-		-
Deferred Gain/(loss) on Sale and Leaseback of Vessels		-			-			-			-			5,457		-
Deferred Income Taxes and Other Liabilities		6,201			20,581			-			-			758,736		446,044
Total Liabilities Not Subject to Compromise		2,347,466			2,340,618			(2,321,786	)		(2,328,991	)		857,363		826,849

Liabilities Subject to Compromise:
Pre-petition intercompany loans payable and accrued interest		-			-			(16,484	)		(16,318	)		-		-
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		2,882,890
Total Liabilities Subject to Compromise		-			-			(2,159,025	)		(2,152,904	)		2,623,588		2,882,890

Total Liabilities		2,347,466			2,340,618			(4,480,811	)		(4,481,895	)		3,480,951		3,709,739
(Deficit)/Equity:
Total (Deficit)/Equity		(107,809	)		(126,559	)		(147,914	)		(147,921	)		845,249		(39,847	)
Total Liabilities and (Deficit)/Equity	$	2,239,657		$	2,214,059		$	(4,628,725	)	$	(4,629,816	)	$	4,326,200	$	3,669,892

Preliminary and Unaudited

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

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Overseas Shipholding Group, Inc. - Ordinary Shares (OSG) 8-KRegulation FD Disclosure