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Delaware		13-2637623
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification Number)
1301 Avenue of the Americas, New York, New York		10019
(Address of principal executive offices)		(Zip Code)

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Title of each class		Name of each exchange on which registered
Common Stock (par value $1.00 per share)		N/A

		ii

 

1		Overseas Shipholding Group, Inc.

2		Overseas Shipholding Group, Inc.

3		Overseas Shipholding Group, Inc.

4		Overseas Shipholding Group, Inc.

5		Overseas Shipholding Group, Inc.

•	$1,489,000 of unsecured indebtedness under the Unsecured Revolving Credit Facility, governed by a credit agreement dated February 9, 2006 (as amended), among OSG, OSG Bulk Ships, Inc. (“OBS”), OSG International , Inc. (“OIN”)  and DnB Nor Bank ASA, New York branch, as administrative agent, which matured in February 2013;
•	$300,000 principal amount of 8.125% Senior Notes due 2018 issued under an indenture agreement dated March 2010 between OSG and The Bank of New York Mellon, as Trustee;
•	$146,000 principal amount of 7.500% Senior Notes due 2024 issued under a First Supplemental Indenture dated February 2004 and supplemental to an indenture dated March 2003, each between OSG and Wilmington Trust Company, as Trustee;
•	$63,603 principal amount of 8.750% Debentures due 2013 issued under the Indenture dated December 1993, between OSG and The Bank of New York Mellon, as successor Trustee;
•	$311,751 outstanding principal balance of secured indebtedness under a term loan facility dated August 10, 2009 (as amended) among various Debtor operating subsidiaries as borrowers, OSG as guarantor and CEXIM, as agent, which matures in 2023;
•	$266,936 outstanding principal balance of secured indebtedness under a term loan facility dated as of August 28, 2008 (as amended) among various Debtor operating subsidiaries as borrowers, OSG, OBS, OIN and Rosalyn Tanker Corporation as guarantors, and DSF, as agent and security trustee, of which OSG has guaranteed up to fifty percent of the borrowers’ liabilities, which matures in 2020 (collectively with the CEXIM secured term loan facility described above, the “Secured Loan Facilities”); and
•	$900,000 unsecured forward start revolving credit agreement dated as of May 26, 2011 among OSG, OBS, OIN and DnB Nor Bank ASA, New York branch, as administrative agent, under which the Company would have been able to draw on beginning on February 8, 2013 (the “Unsecured Forward Start Revolving Credit Agreement”).

6		Overseas Shipholding Group, Inc.

7		Overseas Shipholding Group, Inc.

8		Overseas Shipholding Group, Inc.

9		Overseas Shipholding Group, Inc.

10		Overseas Shipholding Group, Inc.

 

(1)

Includes one International Flag Product Carrier that is owned by a U.S. domiciled subsidiary and included in the U.S. Flag segment.

(2)

Includes two owned shuttle tankers, and two owned U.S. Flag Product Carriers that trade internationally.

(3)

The newbuild Aframax, which is a coated LR2, is scheduled for delivery in the second quarter of 2014.

11		Overseas Shipholding Group, Inc.

12		Overseas Shipholding Group, Inc.

•

Alaskan North Slope Trade—OSG has a significant presence in the Alaskan North Slope trade through its 37.5% equity interest in Alaska Tanker Company, LLC (“ATC”), a joint venture that was formed in 1999 among OSG, BP plc. (“BP”) and Keystone Shipping Company to support BP’s Alaskan crude oil transportation requirements. The Company’s participation in ATC provides it with the ability to earn additional income (incentive hire) based upon ATC’s meeting certain predetermined performance standards. Such income, which is included in equity in income of affiliated companies, amounted to $3.6 million in 2013, $3.4 million in 2012 and $4.4 million in 2011. Pursuant to a stipulation entered by the Bankruptcy Court, the Company’s rights to continued participation in the management of ATC are preserved and BP is enjoined from interfering with those rights absent Bankruptcy Court approval.

•

Maritime Security Program—Two reflagged U.S. Flag Product Carriers participate in the U.S. Maritime Security Program (the “Program”), which ensures that militarily useful U.S. Flag vessels are available to the U.S. Department of Defense in the event of war or national emergency. Each of the vessel owning companies with a ship that participates in the Program receives an annual subsidy that is intended to offset the increased cost incurred by such vessels from operating under the U.S. Flag. Such subsidy was $2.8 million in 2013 (reflecting a reduction in the normal stipend during August and September 2013 due to the effect of sequestration on the U.S. federal budget), $3.1 million in 2012 and $2.9 million in 2011 The Company received authorization from the Bankruptcy Court to assume agreements relating to the Program, which extend the Company’s participation in the Program through 2025.   The Company will receive $3.1 million per year for each vessel from 2014 through 2018, $3.5 million from 2019 through 2021, and $3.7 million from 2022 through 2025. The U.S. Flag segment also includes an International Flag Product Carrier that exited the Program in the fourth quarter of 2012 but is still owned by a U.S. domiciled corporation.

•

Maritime Administration of the U.S. Department of Transportation (“MarAd”) trading restrictions—Two of the modern U.S. Flag ATBs owned by the Company, which are currently used in the Delaware Bay Lightering business, had their construction financed with the Capital Construction Fund (“CCF”). As such, absent exercise of the Company’s rights and defenses under the Bankruptcy Code, daily liquidated damages would be payable by the Company to MarAd if these vessels were to operate in contiguous coastwise trades, which is not permitted under trading restrictions currently imposed by the CCF agreement between MarAd and the Company.

13		Overseas Shipholding Group, Inc.

14		Overseas Shipholding Group, Inc.

15		Overseas Shipholding Group, Inc.

16		Overseas Shipholding Group, Inc.

17		Overseas Shipholding Group, Inc.

18		Overseas Shipholding Group, Inc.

19		Overseas Shipholding Group, Inc.

20		Overseas Shipholding Group, Inc.

21		Overseas Shipholding Group, Inc.

22		Overseas Shipholding Group, Inc.

23		Overseas Shipholding Group, Inc.

24		Overseas Shipholding Group, Inc.

25		Overseas Shipholding Group, Inc.

26		Overseas Shipholding Group, Inc.

27		Overseas Shipholding Group, Inc.

28		Overseas Shipholding Group, Inc.

29		Overseas Shipholding Group, Inc.

•	the ability of OSG to continue as a going concern;

•	the Company’s ability to obtain Bankruptcy Court approval with respect to motions in the Chapter 11 Cases and the outcomes of Bankruptcy Court rulings of the case in general;

•	the length of time OSG will operate under the Chapter 11 Cases and its ability to successfully emerge;

•	the ability of the Company and its subsidiaries to obtain confirmation of or consummate the Plan or another plan of reorganization with respect to the Chapter 11 cases;

•	OSG’s ability to obtain Bankruptcy Court and creditor approval of the Plan and the impact of alternative proposals, views and objections of creditor committees and representatives, which may make it difficult to develop and consummate a reorganization plan in a timely manner;

•	risks associated with third party motions in the Chapter 11 Cases, which may interfere with the Company’s operations and/or the Plan;

•	the ability to maintain sufficient liquidity throughout the Chapter 11 proceedings including operating the Company’s cash management system;

•	material increased costs related to the bankruptcy filing and other litigation;

•	the Company’s ability to manage contracts that are critical to its operation and to obtain and maintain appropriate terms with customers, suppliers and service providers;

•	OSG’s success in obtaining “exit financing” as may be required to fund the implementation cost of the Company’s Plan and emergence from bankruptcy, including obtaining $735 million of secured exit financing as provided in the Plan;

•	the Company’s ability to preserve the benefits of the automatic stay imposed by the Bankruptcy Code and defend against any efforts to lift the automatic stay;

•	the Company’s ability to fairly resolve legacy liabilities in alignment with the Company’s Plan;

•	the outcome of all pre-petition claims against the Company; and

•	the Company’s ability to maintain existing customers, vendors relationships, employees, joint venturers and pool participants and expand sales to new customers.

30		Overseas Shipholding Group, Inc.

 

•	the Company’s business will generate sufficient cash flow from operations;

•	OSG’s plans to generate cash proceeds through the sale of non-core assets will be successful;

•	the Company will be able to repatriate or move cash to locations where and when it is needed;

•	OSG will realize cost savings, earnings growth and operating improvements resulting from the execution of the Plan; or

•	future sources of funding will be available to the Company in amounts sufficient to enable the Company to fund its liquidity needs.

31		Overseas Shipholding Group, Inc.

32		Overseas Shipholding Group, Inc.

33		Overseas Shipholding Group, Inc.

34		Overseas Shipholding Group, Inc.

35		Overseas Shipholding Group, Inc.

•	demand for and availability of oil and oil products, which affect the need for vessel capacity;

•	global and regional economic and political conditions which among other things, could impact the supply of oil as well as trading patterns and the demand for various types of vessels;

•	changes in the production of crude oil, including production by OPEC, the United States and other key producers, which impact the need for vessel capacity;

•	developments in international trade;

•	changes in seaborne and other transportation patterns, including changes in the distances that cargoes are transported;

•	environmental concerns and regulations;

•	new pipeline construction and expansions;

•	weather; and

•	competition from alternative sources of energy.

36		Overseas Shipholding Group, Inc.

•	the number of newbuilding deliveries;

•	the scrapping rate of older vessels;

•	the number of vessels that are used for storage or as floating storage offloading service vessels;

•	the conversion of vessels from transporting oil and oil products to carrying dry bulk cargo and the reverse conversion;

•	the number of vessels that are out of service; and

•	environmental and maritime regulations.

•	age of the vessel;

•	general economic and market conditions affecting the tanker industry, including the availability of vessel financing;

•	number of vessels in the world fleet;

•	types and sizes of vessels available;

•	changes in trading patterns affecting demand for particular sizes and types of vessels;

•	cost of newbuildings;

•	prevailing level of charter rates;

•	competition from other shipping companies;

•	other modes of transportation; and

•	technological advances in vessel design and propulsion.

37		Overseas Shipholding Group, Inc.

•	marine disasters;

•	bad weather;

•	mechanical failures;

•	human error;

•	war, terrorism and piracy; and

•	other unforeseen circumstances or events.

38		Overseas Shipholding Group, Inc.

•	pandemics or epidemics which may result in a disruption of worldwide trade including quarantines of certain areas;

•	currency fluctuations;

39		Overseas Shipholding Group, Inc.

•	the imposition of taxes by flag states, port states and jurisdictions in which OSG or its subsidiaries are incorporated or where its vessels operate;

•	adverse changes in other international laws impacting OSG’s business; and

•	expropriation of its vessels.

40		Overseas Shipholding Group, Inc.

 

41		Overseas Shipholding Group, Inc.

•

limiting OSG’s ability to use a substantial portion of its cash flow from operations in other areas of its business, including for working capital, capital expenditures and other general business activities, because OSG must dedicate a substantial portion of these funds to service its debt;

•

to the extent OSG’s future cash flows are insufficient, requiring the Company to seek to incur additional indebtedness in order to make planned capital expenditures and other expenses or investments ;

•

limiting OSG’s ability to obtain additional financing in the future for working capital, capital expenditures, debt service requirements, acquisitions, and other expenses or investments planned by the Company;

•

limiting the Company’s flexibility and ability to capitalize on business opportunities and to react to competitive pressures and adverse changes in government regulation, and OSG’s business and industry;

•

limiting OSG’s ability to satisfy its obligations under its indebtedness;

•

increasing OSG’s vulnerability to a downturn in its business and to adverse economic and industry conditions generally;

•

placing OSG at a competitive disadvantage as compared to its competitors that are less leveraged;

•

limiting the Company’s ability, or increasing the costs, to refinance indebtedness; and

•

limiting the Company’s ability to enter into hedging transactions by reducing the number of counterparties with whom OSG can enter into such transactions as well as the volume of those transactions.

•

refinancing or restructuring its debt;

•

selling tankers or other assets;

•

reducing or delaying investments and capital expenditures; or

•

seeking to raise additional capital.

42		Overseas Shipholding Group, Inc.

•

Comply with its contractual commitments to the Company, including with respect to safety, quality and environmental compliance of the operations of the Company’s vessels;

•

Comply with requirements imposed by the U.S. government restricting calls on ports located in countries that are subject to sanctions and embargoes;

•

Respond to changes in customer demands for the Company’s vessels;

•

Obtain supplies and materials necessary for the operation and maintenance of OSG’s vessels; and

•

Mitigate the impact of labor shortages and/or disruptions relating to crews on OSG’s vessels.

43		Overseas Shipholding Group, Inc.

•

financial difficulties of the shipyard building, repairing or converting a vessel, including bankruptcy;

•

unforeseen quality or engineering problems;

•

work stoppages;

•

weather interference;

•

unanticipated cost increases;

44		Overseas Shipholding Group, Inc.

•

delays in receipt of necessary materials or equipment;

•

changes to design specifications; and

•

inability to obtain the requisite permits, approvals or certifications from the U.S. Coast Guard or international foreign flag state authorities and the applicable classification society upon completion of work.

45		Overseas Shipholding Group, Inc.

46		Overseas Shipholding Group, Inc.

47		Overseas Shipholding Group, Inc.

48		Overseas Shipholding Group, Inc.

49		Overseas Shipholding Group, Inc.

 

50		Overseas Shipholding Group, Inc.

(a)

Includes vessels held for sale of $3,305 at December 31, 2010.

(b)

Amounts do not include debt of affiliated companies in which the Company participates. 2013 and 2012 balances are included in liabilities subject to compromise in the accompanying consolidated balance sheet.

(c)

Reconciliations of time charter equivalent revenues to shipping revenues as reflected in the consolidated statements of operations follow:

(d)

EBITDA represents operating earnings before interest expense and income taxes and depreciation and amortization expense. EBITDA is presented to provide investors with meaningful additional information that management uses to monitor ongoing operating results and evaluate trends over comparative periods. EBITDA should not be considered a substitute for net income/(loss) attributable to the Company or cash flow from operating activities prepared in accordance with accounting principles generally accepted in the U.S. or as a measure of profitability or liquidity. While EBITDA is frequently used as a measure of operating results and performance, it is not necessarily comparable to other similarly titled captions of other companies due to differences in methods of calculation.

51		Overseas Shipholding Group, Inc.

52		Overseas Shipholding Group, Inc.

53		Overseas Shipholding Group, Inc.

54		Overseas Shipholding Group, Inc.

 

55		Overseas Shipholding Group, Inc.

56		Overseas Shipholding Group, Inc.

57		Overseas Shipholding Group, Inc.

58		Overseas Shipholding Group, Inc.

59		Overseas Shipholding Group, Inc.

60		Overseas Shipholding Group, Inc.

 

61		Overseas Shipholding Group, Inc.

(a)

Income/(loss) from vessel operations by segment is before general and administrative expenses, severance and relocation costs, gain/(loss) on disposal of vessels and impairment charges.

(b)

The average is calculated to reflect the addition and disposal of vessels during the year.

(c)

Revenue days represent ship-operating days less days that vessels were not available for employment due to repairs, drydock or lay-up. Revenue days are weighted to reflect the Company’s interest in chartered-in vessels.

(d)

Ship-operating days represent calendar days.

* Effective as of the end of the second quarter of 2012, the Tankers International Pool commenced reporting the earnings of its VLCC fleet in two groups: VLCCs under 15 years, and VLCCs aged 15 years and older. The average rates reported in the above tables for VLCCs commencing with the second quarter of 2012 represent VLCCs under 15 years of age.  Average rates for periods prior to the second quarter of 2012 have not been adjusted. The average spot TCE rates earned by Company's VLCCs on an overall basis during 2013 and 2012 were $17,983 and $18,344, respectively.

62		Overseas Shipholding Group, Inc.

63		Overseas Shipholding Group, Inc.

64		Overseas Shipholding Group, Inc.

65		Overseas Shipholding Group, Inc.

 

66		Overseas Shipholding Group, Inc.

67		Overseas Shipholding Group, Inc.

·

an increase in compensation and benefits for shore-based staff of approximately $12,198 principally attributable to reductions in management fees (expense reimbursements) paid by the commercial pools for which the Company was the commercial manager and an increase in incentive compensation and retention bonuses under programs approved by the Bankruptcy Court in late-March 2013;

·

higher audit related fees of $1,470; and

·

higher directors fees, due to the restoration of fees that the Company’s directors had voluntarily reduced through December 31, 2012 and the inclusion of a mark-to market loss resulting in a reduction in deferred director fees (as explained below) in 2012, and Directors and Officers liability insurance costs, due to increased levels of coverage in 2013, aggregating $2,926.

·

lower general legal and consulting expenses of $2,096;

·

a reduction in travel and entertainment costs of $1,367; and

·

favorable changes in foreign exchange rates and reduction in the expense recognized for director fees of $1,070.

68		Overseas Shipholding Group, Inc.

69		Overseas Shipholding Group, Inc.

70		Overseas Shipholding Group, Inc.

 

71		Overseas Shipholding Group, Inc.

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. 

72		Overseas Shipholding Group, Inc.

73		Overseas Shipholding Group, Inc.

74		Overseas Shipholding Group, Inc.

75		Overseas Shipholding Group, Inc.

 

76		Overseas Shipholding Group, Inc.

(1)

As of December 31, 2013, the International Flag Crude Tankers segment includes vessels with an aggregate carrying value of $481,763, which the Company believes exceeds their aggregate market value of approximately $354,083 by $127,680.

(2)

As of December 31, 2013, the International Flag Products Carriers segment includes vessels with an aggregate carrying value of $295,336, which the Company believes exceeds their aggregate market value of approximately $215,605 by $79,731.

(3)

Calculation includes impact of an LR2 that was under construction as of December 31, 2013.

(4)

Includes construction in in progress totaling $54,644 and capital expenditures totaling $3,300 made in relation to vessels chartered in by the Company.

77		Overseas Shipholding Group, Inc.

(1)

The unrecognized tax benefits, including interest shown in the table above, represent unrecognized tax benefits related to issues currently under examination by taxing authorities, for which it is reasonable to believe that this amount will be settled during 2014. In addition to the obligations in the table above, approximately $26,585 of unrecognized tax benefits have been recorded as liabilities and we are uncertain about if or when such amounts may be settled.

(2)

As a result of the Chapter 11 Cases, all obligations to make principal and interest payments on the Company's secured and unsecured indebtedness were stayed until the Bankruptcy Court determines the allowable claims.

(3)

As of December 31, 2013, the Company had charter-in commitments for 22 vessels on leases that are accounted for as operating leases. Certain of these leases provide the Company with various renewal and purchase options. The future minimum commitments for time charters-in have been reduced to reflect estimated days that the vessels will not be available for employment due to drydock.

(4)

Represents remaining commitments under shipyard construction contracts, excluding capitalized interest and other construction costs. Amount includes estimated construction costs of $15,000 expected to be incurred on the conversion of a U.S. Flag Product Carrier into a shuttle tanker during the third quarter of 2014.

78		Overseas Shipholding Group, Inc.

79		Overseas Shipholding Group, Inc.

Years ended December 31, 2013, 2012 and 2011		Page
Consolidated Balance Sheets at December 31, 2013 and 2012		81
Consolidated Statements of Operations for the Years Ended December 31, 2013, 2012 and 2011		82
Consolidated Statements of Comprehensive Loss for the Years Ended December 31, 2013, 2012 and 2011		83
Consolidated Statements of Cash Flows for the Years Ended December 31, 2013, 2012 and 2011		84
Consolidated Statements of Changes in Equity/(Deficit) for the Years Ended December 31, 2013, 2012 and 2011		85
Notes to Consolidated Financial Statements		86
Report of Independent Registered Public Accounting Firm		145

80		Overseas Shipholding Group, Inc.

         

81		Overseas Shipholding Group, Inc.

 

82		Overseas Shipholding Group, Inc.

 

83		Overseas Shipholding Group, Inc.

   

85		Overseas Shipholding Group, Inc.

 

86		Overseas Shipholding Group, Inc.

  See Note 18, “Pension and Other Postretirement Benefit Plans,” for information relating to changes in the amounts included in Liabilities Subject to Compromise. The following table summarizes activity related to the reserve for rejected executory contracts component of liabilities subject to compromise for the years ended December 31, 2013 and 2012.
       

93		Overseas Shipholding Group, Inc.

 

96		Overseas Shipholding Group, Inc.

97		Overseas Shipholding Group, Inc.

98		Overseas Shipholding Group, Inc.

Management determined that certain events had occurred during the fourth quarter of 2013 with respect to the certain vessels within the Company’s International Flag fleet that Management viewed as impairment indicators, triggering the need for an impairment assessment as of December 31, 2013. Such events included (i) the Company’s  intentions relative to two older, non-core Aframaxes employed in Lightering through 2013, specifically, management’s assessment of whether or not the Company would drydock and continue to trade such vessels, given the current and expected rate environment, (ii) a significant year-over-year decline in third party valuation appraisals of the three Aframaxes that are not pledged as collateral under the secured facilities referred to below and all nine older Panamaxes in the Company’s International Flag fleet and (iii) the inability to  reach mutually agreeable terms with the Export- Import Bank of China (“CEXIM”) and Danish Ship Finance (“DSF”) (collectively, the “Secured Banks”) on how the Debtors might refinance the term loan facilities the Company has with these Banks in order to retain the five VLCCs, three Aframaxes, five MRs and two LR1s securing these loans after emergence from bankruptcy protection. 

99		Overseas Shipholding Group, Inc.

Subsequent to year end, the Debtors and certain of the lenders holding an aggregate of approximately 72% of amounts outstanding under the Company’s Unsecured Revolving Credit Facility, entered into a plan support agreement (the “Plan Support Agreement”), which among other things provides for the use of proceeds that will be generated from exit financing and an equity rights offering in full satisfaction of amounts under the CEXIM and DSF term loans (See Note 24, “Subsequent Events”). Accordingly, the Company performed impairment tests on 29 of its owned operating International Crude and Products vessels as of December 31, 2013, including five Product Carriers for which impairment charges were taken in 2012. In developing estimates of future cash flows, the Company made assumptions about future performance, with significant assumptions being related to charter rates, ship operating expenses, utilization, drydocking requirements, residual value and the estimated remaining useful lives of the vessels. These assumptions are based on historical trends as well as future expectations. Management prepared undiscounted cash flows weighted based on probabilities assigned to possible outcomes for the vessels, including a  probability that all the vessels will continue to be held for use for the remainder of their useful lives and a probability that such vessels will be sold or transferred to the respective lenders at fair value during 2014. Specifically, in estimating future charter rates, management took into consideration rates currently in effect for existing time charters and estimated daily time charter equivalent rates for each vessel class for the unfixed days over the estimated remaining lives of each of the vessels. The estimated daily time charter equivalent rates used for unfixed days were based on a combination of (i) internally forecasted rates that are consistent with forecasts provided to the Company’s senior management and Board of Directors, and (ii) the trailing 10-year historical average rates, based on quarterly average rates published by a third party maritime research service. The internally forecasted rates are based on management’s evaluation of current economic data and trends in the shipping and oil and gas industries. In addition, the Company took into consideration the potentially favorable impact of the Plan Support Agreement which increases the probability that the fifteen vessels securing the CEXIM and DSF term loans will continue to be held for use as part of the International Flag fleet. In estimating the fair value of the vessels for the purposes of step 2 of the impairment tests, the Company utilized a market approach consisting of using an average of three third party appraisals net of a customary 2% broker commissions.  Based on the tests performed, impairment charges totaling $365,976 were recorded on two VLCCs, two Aframaxes and  two LR1s that are pledged as collateral under the secured facilities, and nine Panamaxes to write-down their carrying values to their estimated fair values at December 31, 2013. Such impairment charges include $173,190 and $38,301 applicable to vessels that are pledged as collateral under the CEXIM and DSF term loans, respectively.  Management also gave consideration as to whether other events or changes in circumstances had occurred since December 31, 2012 that could indicate that the carrying amounts of the remaining vessels in its International Flag fleet may not be recoverable as of December 31, 2013. Management concluded that no such events had occurred.

100		Overseas Shipholding Group, Inc.

101		Overseas Shipholding Group, Inc.

102		Overseas Shipholding Group, Inc.

106		Overseas Shipholding Group, Inc.

 

107		Overseas Shipholding Group, Inc.

 

112		Overseas Shipholding Group, Inc.

The effect of the gain/(loss) recognized on derivatives not designated as hedging instruments on the statements of operations, excluding hedges of equity method investees, for the years ended December 31, 2013, 2012 and  2011 are as follows:

(1)

Aggregate pre-tax impairment charges of $365,976 were recorded in the fourth quarter of 2013, related to 15 vessels held for use in the International Crude Tanker and International Product Carriers segments. The fair value measurement used to determine the impairment for the vessels held for use was based upon a market approach, which utilized the expected sales prices of the vessels obtained from third party appraisals. Because sales of vessels occur somewhat infrequently, the expected sales prices are considered to be Level 2.

	(2)	Aggregate pre-tax impairment charges of $7,087 were recorded in the fourth quarter of 2013, including $6,625 related to customer relationship intangible assets and $462 related to transportation equipment held for use in the International Crude Tanker’s Lightering business. The fair value measurement used to determine the impairment for the intangible assets and equipment held for use was based upon the income approach, which utilized cash flow projections consistent with the most recent projections of the Company, and a discount rate equivalent to a market participant's weighted average cost of capital. Because the Company uses its own cash flow projections, the cash flow projections are considered to be Level 3.
	(3)	Aggregate pre-tax impairment charges of $9,589 were recorded in the fourth quarter of 2013, related to goodwill of the International Crude Tanker’s Lightering business. The fair value measurement used to determine the impairment for goodwill was based upon the income approach, which utilized cash flow projections consistent with the most recent projections of the Company, and a discount rate equivalent to a market participant's weighted average cost of capital. Because the Company uses its own cash flow projections, the cash flow projections are considered to be Level 3.
	(4)	Aggregate pre-tax impairment charges of $278,345 were recorded in the fourth quarter of 2012 related to 15 vessels held for use in the International Crude Tanker and International Product Carriers segments. The fair value measurement used to determine the impairment for the vessels held for use was based upon a market approach, which utilized the expected sales prices of the vessels obtained from third party appraisals. Because sales of vessels occur somewhat infrequently, the expected sales prices are considered to be Level 2.

116		Overseas Shipholding Group, Inc.

  For the quarter ended September 30, 2012 and periods prior thereto the Company had asserted that it is permanently reinvested on all foreign earnings except for the amount equal to the debt on which OIN is a co-obligor on a joint and several basis for which it cannot, by definition, be permanently reinvested. The Company has determined that because it is in bankruptcy as of December 31, 2013, and its actions are subject to Bankruptcy Court approval, it can no longer make the assertion that it has both the ability and intent to permanently reinvest the remaining undistributed, previously untaxed, earnings of its foreign subsidiaries indefinitely outside the U.S. The Company has analyzed the book and tax basis differences for its foreign assets and analyzed how foreign earnings would likely be repatriated. Such repatriation would be dependent on the sale of foreign assets, which based on current fair values would significantly erode accumulated earnings by an amount that would exceed previously untaxed earnings.  As a result, no incremental tax expense was recorded in the years ended December 31, 2013 and 2012.

117		Overseas Shipholding Group, Inc.

118		Overseas Shipholding Group, Inc.

120		Overseas Shipholding Group, Inc.

121		Overseas Shipholding Group, Inc.

122		Overseas Shipholding Group, Inc.

123		Overseas Shipholding Group, Inc.

The following tables present the change in the balances of each component of accumulated other comprehensive loss, net of related taxes, for the three years ended December 31, 2013. 

124		Overseas Shipholding Group, Inc.

(1)

The tax benefit relates to the net periodic benefit costs of the Company's pension and postretirement benefit plans as well as interest rate swaps entered into by the Company's domestic subsidiaries

1.

Charters-in:

126		Overseas Shipholding Group, Inc.

127		Overseas Shipholding Group, Inc.

Amounts that would be due to the Company under a ten-year charter-out agreement scheduled to commence in early 2015 upon the Company’s fulfillment of its obligation to convert a Jones Act Product Carrier into a shuttle tanker, which is a condition precedent under the terms of the charter, have not been reflected in the table above.

3.

Office space:

Severance related costs are recognized over the period commencing on the date on which the affected employees are notified and ending on the date when required services are completed.  On October 12, 2011, OSG and its former Chief Executive Officer entered into two agreements. One agreement replaced the employment letter agreement dated as of January 19, 2004, as amended, and extended the time period from January 19, 2012 to October 12, 2016 for certain protection in the event of termination of employment without cause or for good reason. The other agreement amended the change of control agreement dated as of December 31, 2008, to extend its term to end on the earliest to occur of three events, one of which is a fixed date, which the letter agreement extended from January 19, 2012, to October 12, 2016. In connection with entering into the above agreements, on October 12, 2011, OSG granted to its former Chief Executive Officer premium priced stock options for 450,000 shares of common stock at an exercise price of $22.50 per share and 177,778 performance based restricted stock units that contain vesting conditions.   

OVERSEAS SHIPHOLDING GROUP, INC. AND SUBSIDIARIES

(DEBTOR-IN-POSSESSION)

 

137		Overseas Shipholding Group, Inc.

138		Overseas Shipholding Group, Inc.

139		Overseas Shipholding Group, Inc.

140		Overseas Shipholding Group, Inc.

On January 28, 2014, plaintiffs sought leave to further amend the Exchange Act claims in its complaint based on factual assertions contained in the motion to dismiss filed by the Company’s former primary outside counsel, Proskauer Rose LLP (“Proskauer”) on January 17, 2014 of the malpractice claims brought against it and four of its partners by the Company on November 18, 2013. On February 7, 2014, the district court granted the plaintiffs’ request and on February 18, 2014, the plaintiffs re-pleaded their Exchange Act claims in a third amended complaint.  On February 25, 2014, the former President and former Chief Financial Officer filed their response to the third amended complaint and on March 4, 2014 the plaintiffs filed their reply to the defendants’ response.  

141		Overseas Shipholding Group, Inc.

On November 13, 2012, the Company received from the staff of the SEC a request for documents relating to the statements in the Company’s October 22, 2012 Form 8-K, to which the Company has responded. On January 29, 2013, the SEC issued a formal order of private investigation of the Company. The Company has produced documents in response to the SEC’s requests and intends to continue to cooperate fully with the SEC’s investigation.   In our opinion, the accompanying consolidated balance sheets and the related consolidated statements of operations, comprehensive loss, changes in equity/(deficit) and cash flows present fairly, in all material respects, the financial position of Overseas Shipholding Group, Inc. and its subsidiaries at December 31, 2013 and 2012 and the results of  their operations and their cash flows for each of the three years in the period ended December 31, 2013 in conformity with accounting principles generally accepted in the United States of America.  Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2013 based on criteria established in Internal Control - Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company's management is responsible for these financial statements, for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in Management's report on internal control over financial reporting appearing under Item 9A.  Our responsibility is to express opinions on these financial statements and on the Company's internal control over financial reporting based on our integrated audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects.  Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation.  Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk.  Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

146		Overseas Shipholding Group, Inc.

(a)

Evaluation of disclosure controls and procedures

(b)

Management’s report on internal control over financial reporting

147		Overseas Shipholding Group, Inc.

(c)

Remediation of Previously Identified Material Weaknesses

(d)

Changes in Internal Control over Financial Reporting

148		Overseas Shipholding Group, Inc.

  Dollar amounts in Part III are expressed in whole dollars unless otherwise noted.

Name and Age	Served as Director Since
Oudi Recanati, 64	1996
Thomas B. Coleman, 70	2003
Charles A. Fribourg, 56	2001
Joel I. Picket, 75	1989
Ariel Recanati, 50	1999
Thomas F. Robards, 67	2005
Jean-Paul Vettier, 68	2006
Michael J. Zimmerman, 63	2000

149		Overseas Shipholding Group, Inc.

150		Overseas Shipholding Group, Inc.

151		Overseas Shipholding Group, Inc.

152		Overseas Shipholding Group, Inc.

153		Overseas Shipholding Group, Inc.

•

The fundamental objective of the Company’s executive compensation program is to motivate and reward actions that the Compensation Committee believes will maximize stakeholder value.  The program is designed to retain, motivate, attract, reward and develop high-quality, high-performing executive leadership with the talent and expertise to create long-term value for the Company’s stakeholders.

•

The Compensation Committee believes that the Company’s executive compensation program is effectively designed to work in alignment with the interests of creditors and stakeholders and is instrumental to achieving the Company’s business strategy.  Historically, the program was based on the traditional compensation elements of base pay, annual cash incentives, long-term incentives (usually in the form of equity awards), and employee benefits.  The Compensation Committee reviews each of these elements annually.  For 2013, the Compensation Committee determined that long-term incentives were not appropriate in the context of the near-term performance requirements associated with the restructuring.

•

The Company has historically sought  to provide competitive “fixed” compensation in the form of base salaries and other employee benefits while placing a greater emphasis on pay for performance by allocating a larger portion of total compensation “at risk” in the form of (i) annual performance-based cash incentives that will only be paid if the Company achieves specified performance goals (“Annual Incentives”), and (ii) equity and cash awards that vest over a multi-year period, in many cases based on the achievement of performance goals (“Long-term Incentives”).  For 2013, Annual Incentives were increased to partially offset the suspension of Long-term Incentives during the Bankruptcy.

•

Each NEO’s Annual Incentive is determined based on a combination of the Company’s performance compared with financial and operational metrics for the Company and the NEO’s achievement of individual goals, all of which are established and approved by the Compensation Committee at the beginning of each year.  As in past years, the financial metric for 2013 was the achievement of specified levels of earnings from shipping operations at both the Company and the business unit level and the operational metrics were quantifiable measures of the Company’s performance in commercial, safety, quality and environmental areas as compared with absolute standards and competitors’ achievements.

154		Overseas Shipholding Group, Inc.

•

The Compensation Committee is composed exclusively of independent directors.  For 2013, the Compensation Committee did not engage an independent compensation consultant.  The Board of Directors retained John J. Ray III of Greylock Capital Partners, LLC (“Greylock”) as Chief Reorganization Officer (“CRO”).  In the course of Mr. Ray’s duties as CRO, he advised the Compensation Committee regarding the appropriate approaches to adapt the Company’s compensation programs during the Bankruptcy.  In addition, the Company engaged Mercer (US) Inc. (“Mercer”) to advise it and the Compensation Committee with respect to the Company’s executive compensation and incentive compensation plan design. Mercer presented its analysis and recommendations to the Compensation Committee.  Except for providing services to the Board of Directors as CRO, Mr. Ray and Greylock have never provided any services to the Company.  Mercer has provided other benefits related services to the Company.

•

The Company has an incentive compensation recoupment policy, stock ownership guidelines and an insider trading policy which, among other things, prohibits any hedging transactions involving the Company’s securities by officers or directors of the Company.  The Company believes that these policies and guidelines serve as effective risk mitigation for the Company’s compensation programs.

•

In designing the Company’s compensation program for 2013, the Compensation Committee considered the Company’s 2013 budget performance expectation, which were modest earnings from shipping operations.   In 2013, Messrs. Johnston, Blackley and Flinter, received increases in base salaries due to their promotions to the CEO, CFO and the Vice President and Head of the U.S. Flag strategic business unit positions, respectively.  In addition, Ms. Zabrocky received an increase in base salary due to the increased responsibilities for the technical management operations of the Company’s International Flag fleet of vessels.

•	For 2013, the Compensation Committee established targets under its Executive Performance Incentive Plan (the “Cash Incentive Compensation Plan”) that reflected the 2013 budget performance expectations.

•

On February 11, 2013, Mr. Morten Arntzen, the CEO, resigned.  As a result of his resignation, all unvested shares of restricted stock, stock options, restricted stock units and performance units held by Mr. Arntzen were forfeited, including all of the stock options and restricted stock units that were granted to him in connection with his October 2011 employment letter agreement.  In addition, all vested but unexercised stock options terminated unexercised at the expiration of the 30-day period after his resignation.

•

Mr. Robert Johnston was elected President and Chief Executive Officer of the Company following Mr. Arntzen’s resignation.  The Company and Mr. Johnston entered into an employment letter agreement dated March 22, 2013, which was approved by the Bankruptcy Court on March 22, 2013 and sets forth certain terms and conditions of Mr. Johnston’s continued employment with the Company, including an increase in his salary and annual bonus and the allowance of certain claims against the Company in the Chapter 11 process, as more fully described under “Employment Agreements and Severance and Termination Payments” below.

•

Effective as of April 1, 2013, the Company adopted the Overseas Shipholding Group, Inc. Severance Plan (the “New Severance Plan”) to offer a form of income protection to eligible employees who suffer a loss of employment in connection with Chapter 11 proceedings.  The New Severance Plan was approved by the Bankruptcy Court on March 21, 2013.  Participation in the New Severance Plan is voluntary, but if an employee elects to participate, the employee must waive any rights he or she may have under any severance plans or arrangements that were in place prior to November 14, 2012, the date the Company filed for bankruptcy (“the Petition Date”).  Under the New Severance Plan, an employee whose employment is terminated without cause (as defined therein) will receive two weeks of salary for every year he or she is employed by the Company, with a minimum severance amount of eight weeks of salary and a maximum severance amount of 52 weeks of salary.  If the employee was a participant in the Annual Incentive Plan prior to his or her termination of employment, he or she is also entitled to a pro rata bonus based on the Company’s actual performance for the year, to be paid at the time bonuses are paid to active employees.  Messrs. Itkin, Johnston, Blackley and Flinter and Ms.  Zabrocky, elected to participate in the New Severance Plan.

155		Overseas Shipholding Group, Inc.

•

In April 2013, Mr. Myles R. Itkin, the Former CFO, left the Company as part of the Company’s reduction in force in connection with its restructuring efforts.  Mr. Blackley, a Senior Vice President of the Company and an NEO, was appointed Chief Financial Officer and Treasurer of Company.  In connection with his promotion and assignment of additional duties, Mr. Blackley received a salary increase of $72,000 to an annual base salary of $475,000.

•

The Company also expanded the responsibilities of Ms. Lois K. Zabrocky, Senior Vice President and Chief Commercial Officer of the International Flag strategic business unit and an NEO.  In connection with such additional duties, Ms. Zabrocky received a salary increase of $50,000 per year to an annual base salary of $525,000.

•

In January 2013, Mr. Flinter, who was Chief Financial Officer of the U.S. Flag strategic business unit, received a salary increase of $25,000 per year to an annual base salary of $210,000, his first salary increase in three years.  The increase reflected Mr. Flinter’s performance and experience, internal equity and external pay practices.  In February 2013, Mr. Flinter was appointed interim Head of the U.S. Flag strategic business unit and in July 2013, he was appointed a Vice President of the Company and Head of such strategic business unit.  In connection with these two promotions and assignment of additional duties, Mr. Flinter received salary increases in April and July 2013 totaling $125,000, increasing his annual base salary to $335,000.

•

The Compensation Committee opted not to make any Long-term Incentive awards for 2013 in the context of the Bankruptcy and the requirement to achieve shorter-term performance objectives in furtherance of the restructuring.  In addition, Annual Incentive Targets were increased for the NEOs to partially offset the elimination of Long-term Incentives.

•

In view of the Bankruptcy, the Company did not hold a meeting of stockholders in 2013 and, accordingly, did not have an advisory vote on NEO compensation for 2012.  The Compensation Committee considered the favorable outcome on the advisory vote on NEO compensation for 2011 and the Bankruptcy, which made Long-term Incentives not appropriate, in determining the Company’s compensation programs and pay performance philosophy for 2013.

•	Attract and motivate highly-talented executives who are effective leaders and encourage their long-term tenure with the Company;

•	Compensate executives based upon the value of their individual contributions in achieving corporate goals and objectives;

•	Align incentive compensation with performance measures that motivate executives to maximize stakeholder value; and

•	Structure total compensation to reward both short-term results and long-term strategic contributions necessary for sustained optimal business performance.

156		Overseas Shipholding Group, Inc.

Name		Name
Alexander & Baldwin, Inc.		Hornbeck Offshore Services, Inc.
Bristow Group Inc.		Kirby Corporation
General Maritime Corporation		Pride International, Inc.
Global Industries, Ltd.		Rowan Companies, Inc.
GulfMark Offshore, Inc.		SEACOR Holdings, Inc.
Helmerich & Payne, Inc.		Tidewater Inc.

157		Overseas Shipholding Group, Inc.

158		Overseas Shipholding Group, Inc.

159		Overseas Shipholding Group, Inc.

160		Overseas Shipholding Group, Inc.

A	equals the Company performance factor corresponding to the rating measure achieved times the weighting assigned to such measure,

B	equals the business unit performance factor corresponding to the rating measure (if any) achieved times the weighting assigned to such measure, and

C	equals the individual performance factor measure achieved times the weighting assigned to such measure.

161		Overseas Shipholding Group, Inc.

162		Overseas Shipholding Group, Inc.

163		Overseas Shipholding Group, Inc.

 

164		Overseas Shipholding Group, Inc.

165		Overseas Shipholding Group, Inc.

	Compensation Committee:
	Charles A. Fribourg, Chairman
	Oudi Recanati
	Thomas B. Coleman
	Jean-Paul Vettier

In accordance with the rules of the SEC, the report of the Compensation Committee does not constitute “soliciting material” and is not incorporated by reference in any filings with the SEC made pursuant to the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended (the “1934 Act”).

166		Overseas Shipholding Group, Inc.

(1)

The salary amounts reflect the actual salary received during the year.  During 2013, the salaries for Messrs. Johnston, Blackley, Flinter, and Ms. Zabrocky were increased.  The current annual salary for Mr. Johnston is $675,000, for Mr. Blackley is $475,000, for Ms. Zabrocky is $525,000 and for Mr. Flinter is $335,000.

(2)	For 2012, the Company paid each of Messrs. Itkin and Johnston retention bonuses of $1,500,000 pursuant to Retention Bonus Agreements dated as of June 15, 2012.  For each of 2012 and 2011, the Company paid Mr. Flinter a discretionary bonus of $46,247.

(3)

These amounts represent the aggregate grant date fair value of equity awards granted in the specified fiscal year as calculated pursuant to FASB ASC Topic 718. The equity awards granted for 2011 performance were made on February 23, 2012 and, in accordance with SEC disclosure rules, are included in this table for 2012. No equity awards were granted for 2012 or 2013.

(4)	The amounts in this column for 2013, 2012 and 2011 reflect the amounts paid in 2014, 2013 and 2012 under the Company’s Cash Incentive Compensation Plan for 2013, 2012 and 2011, respectively.
(5)	See All Other Compensation Table below for additional information.

167		Overseas Shipholding Group, Inc.

(1)	Constitutes the Company’s matching contributions under the Savings Plan, which is described in the Compensation Discussion and Analysis section of this Annual Report.

(2)	Constitutes the Company’s four percent contributions under the Savings Plan, which is described in the Compensation Discussion and Analysis section of this Annual Report.

(3)	The Company’s Supplemental Plan was frozen upon the Company’s bankruptcy in November 2012 and no contributions were made in 2013.

(4)	Life insurance premiums represent the cost of term life insurance paid on behalf of the NEO.

(5)

Other includes (i) $210,104 paid to reimburse Mr. Blackley, a United States citizen, for the amount of income taxes he is required to pay to the United Kingdom tax authorities, a payment know as tax equalization, (ii) fees of $7,500 paid in 2013 to an accounting firm selected by the Company to prepare Mr. Blackley’s income tax returns and calculate the tax equalization amount, and (iii) a housing allowance of $14,341 paid to Mr. Blackley pursuant to an arrangement described under “Agreements with the Named Executive Officers” of this Item 11. In addition, other includes (i) $65,000 paid to reimburse Mr. Flinter for relocation expenses [relating to the sale of Mr. Flinter’s house], and (ii) a bonus of $84,240 under the Company’s non-executive incentive plan (“NEIP”) with $21,060 paid in July 2013 and the remaining $63,180 under the NEIP to be paid upon the Company emerging from Bankruptcy in 2014. Mr. Itkin’s employment terminated on April 5, 2013 and Mr. Itkin signed an agreement providing for severance payments of $406,144.  Other also includes the following amounts for each NEO under plans and arrangements generally maintained by the Company for all employees (other than “umbrella” liability insurance coverage): (a) medical coverage premiums of $6,369 for Mr. Johnston, $10,774 for Mr. Blackley, $9,994 for each of Ms. Zabrocky and Mr. Edelson and $10,238 for Mr. Flinter; (b) long term disability plan premiums of $720 for Messrs. Johnston, Blackley and Edelson, $720 for Ms. Zabrocky, $642 for Mr. Flinter, $120 for Mr. Arntzen and $240 for Mr. Itkin;  (c) $720 paid under the Company’s Transportation Program, a tax-free, commuter subsidy program for employees located in New York (Messrs. Johnston and Flinter are not eligible for this program), except $180 was paid for Mr. Arntzen and $240 was paid for Mr. Itkin; and (d) a premium for excess liability insurance coverage for each NEO (other than Messrs. Arntzen and Itkin) of $1,165 for excess liability insurance coverage except for Flinter whose premium is $654.

168		Overseas Shipholding Group, Inc.

 

(1)	Grant date is the date on which the Compensation Committee approved the goals under the Company’s Cash Incentive Compensation Plan for 2013.
(2)	No awards were made under the Company’s Stock Incentive Plan in 2013.
(3)	On July 1, 2014, Mr. Flinter became an NEO, his participation in the NEIP ceased and his annual salary  increased from $259,990 to $335,000 and his target bonus increased from 100% of base salary to 125% of base salary.  His estimated payout under the Cash Incentive Compensation Plan is based on his salaries for both six month periods of 2013.
(4)	Mr. Itkin’s employment terminated on April 4, 2013 and, accordingly, only his annual target award is disclosed.

(1)	The option to purchase these shares of Common Stock was granted pursuant to the 2004 Plan and will become exercisable as to one third of such shares on each of the first, second, and third anniversaries of the date of grant.

(2)	Of these shares of restricted stock, 6,135 shares vested on February 24, 2014, 5,574 shares will vest on February 23, 2015 and 5,000 shares will vest on February 23, 2016.

(3)	Of these shares of restricted stock, 5,713 shares vested on February 24, 2014 and 5,252 shares will vest on February 23, 2015 and 4,667 shares will vest on February 23, 2016.

(4)	Of these shares of restricted stock, 5,802 shares vested on February 24, 2014, 5,241 shares will vest on February 23, 2015 and 4,667 shares will vest on February 23, 2016.

(5)	Of these shares of restricted stock, 3,696 shares vested on February 24, 2014, 3,183 shares will vest on February 23, 2015 and 2,667 shares will vest on February 23, 2016.

(6)	Of these shares of restricted stock, 3,060 shares vested on February 24, 2014, 2,859 shares will vest on February 23, 2015 and 2,500 shares will vest on February 23, 2016.

(1)

The NEO acquired these shares of common stock on February 25, 2013 at a market price of $1.05 as a result of the lapse of vesting restrictions on these shares.

172		Overseas Shipholding Group, Inc.

 

174		Overseas Shipholding Group, Inc.

175		Overseas Shipholding Group, Inc.

176		Overseas Shipholding Group, Inc.

177		Overseas Shipholding Group, Inc.

 

(1)

The values in this table reflect estimated payments associated with various termination scenarios; assumes a stock price of $7.68 (the closing price of the Company’s common stock on December 31, 2013, the last day in the fiscal year on which the Company’s common stock was traded (the “Year End Closing Price”)). The table includes all outstanding grants through the assumed termination date of December 31, 2013. Actual values will vary based on changes in the price of the Company’s common stock.

(2)

Under the Stock Incentive Plan, only unvested time-based restricted stock awarded in 2006 and later accelerates upon an involuntary termination or termination due to death, Disability or retirement. The value represents the Year End Closing Price multiplied by the number of shares that will vest upon such termination. All other unvested restricted stock is forfeited. As of December 31, 2013, Mr. Johnston is eligible for retirement and has vested in his time-based restricted stock awards.

(3)

Cash severance pursuant to the New Severance Plan in an amount equal to two weeks of base salary for every year the NEO is employed by the Company, with a minimum severance amount of eight weeks of salary and a maximum severance amount of 52 weeks of salary, except for Mr. Edelson who would be entitled to cash severance pursuant to the Old Severance Plan based on his Change of Control Protection Agreement in an amount equal to 24 months of base salary.

(4)

Pro rata bonus equal to the NEO’s actual bonus under the Cash Incentive Compensation Plan, payable with regard to the actual level of performance and pro-rated based on the portion of the year that the NEO was employed.

(5)

Continued healthcare coverage for up to 18 months for Mr. Edelson.

(6)

Under the Stock Incentive Plan, all unvested time-based options are forfeited upon an involuntary termination, death, Disability or retirement.

(8)

Under Mr. Johnston’s employment agreement he is entitled to this amount if his employment is terminated due to his death or Disability or by the Company without Cause or by Mr. Johnston for Good Reason. This amount includes the amount listed for Mr. Johnston in the table earlier titled Nonqualified Deferred Compensation.

(9)

Under Mr. Johnston’s employment agreement, he is entitled to this amount if his employment is terminated due to his death or Disability.

(11)

Continued healthcare coverage for termination following a change of control for up to 24 months for Mr. Edelson.

180		Overseas Shipholding Group, Inc.

(14)

Mr. Edelson would have been subject to excise taxes of $329,690 upon a Change of Control occurring on December 31, 2013. Accordingly, the modified cap represents the amount of payment that would have been cut back to prevent Mr. Edelson from triggering an excise tax.

(1)

Consists of annual Board fees, annual Board Chairman and annual Chairman of the Audit, Compensation and Corporate Governance and Nominating Committees fees, and Board and Committee meeting fees.

181		Overseas Shipholding Group, Inc.

 

*

Unless otherwise stated in the notes to this table, the share and percentage ownership information presented is as of February 14, 2014.

**

Messrs. Oudi Recanati, Ariel Recanati, Michael Recanati and Leon Recanati, Mrs. Diane Recanati and Mrs. Yudith Yovel Recanati all share the power to vote 3,820,168 shares subject to the First Amendment to the Amended and Restated Stockholders Agreement dated as of December 18, 2003 among members of, or trusts for the benefit of members of, the Recanati family, as amended (the “Stockholders Agreement”). All of these persons also share the power to vote and dispose of the 52,146 shares owned by the Recanati Foundation. All of the shares that are subject to the Stockholders Agreement or owned by the Recanati Foundation are listed as beneficially owned by each of the foregoing persons in this table and are included in calculating such person’s ownership percentage. The share and percentage ownership information for these persons is as of February 14, 2014.

(1)

As of December 31, 2013, Donald Smith & Co., Inc. (“DSC”) had sole dispositive power over all of these shares and sole voting power over 1,655,671 of these shares. DSC, in its capacity as investment advisor, may be deemed to beneficially own 4,165,056 shares of Common Stock of the Company which are held by clients of DSC.  The following partnership and individuals may be deemed to constitute a group with DSC with respect to all of these shares and have the sole voting power over the shares listed next to their names: Donald Smith Long/Short Equities Fund, L.P. – 10,390, Donald Smith – 1,065,185, Richard Greenberg – 76,035, Kamal Shah – 4,618, Jon Hartsel – 40,700, Velin Mezinev – 2,150, Rolf Heitmeyer – 10,000 and John Piermont – 10,000.

(2)

Mrs. Diane Recanati is the mother of Messrs. Oudi Recanati, a director of the Company, and Michael Recanati, the aunt of Mr. Ariel Recanati, a director of the Company, and the aunt of Mr. Leon Recanati and Mrs. Yudith Yovel Recanati, who are brother and sister.

183		Overseas Shipholding Group, Inc.

(3)

Includes 3,820,168 shares subject to the Stockholders Agreement, as to which she may be deemed to share the power to vote (she shares the power to dispose of these shares with Messrs. Oudi Recanati and Michael Recanati). Also includes 52,146 shares held by the Recanati Foundation, which Mrs. Recanati may be deemed to share the power to vote and dispose of by virtue of her position as a director of the Recanati Foundation.

(4)

Includes 3,820,168 shares subject to the Stockholders Agreement, as to which Mr. Leon Recanati may be deemed to share the power to vote (he shares the power to dispose of only 3,300,293 of these shares); and 52,146 shares which he may be deemed to share the power to vote and dispose of by virtue of his position as a director of the Recanati Foundation.

(5)

Includes 3,820,168 shares subject to the Stockholders Agreement, as to which Mr. Michael Recanati may be deemed to share the power to vote and dispose; and 52,146 shares which he may be deemed to share the power to vote and dispose of by virtue of his position as a director of the Recanati Foundation.

(6)

Includes 3,820,168 shares subject to the Stockholders Agreement, as to which Mrs. Yudith Yovel Recanati may be deemed to share the power to vote (she shares the power to dispose of only 3,300,293 of these shares); and 52,146 shares which she may be deemed to share the power to vote and dispose of by virtue of her position as a director of the Recanati Foundation.

(7)

As of December 31, 2013, Dimensional Fund Advisors LP had the sole dispositive power over all of these shares and sole voting power over 1,722,509 of these shares. Dimensional Fund Advisors LP, an investment adviser registered under Section 203 of the Investment Advisors Act of 1940, furnishes investment advice to four investment companies registered under the Investment Company Act of 1940, and serves as investment manager to certain other commingled group trusts and separate accounts (such investment companies, trusts and accounts, collectively referred to as the “Funds”). In certain cases, subsidiaries of Dimensional Fund Advisors LP may act as an adviser or sub-adviser to certain Funds. In its role as investment advisor, sub-adviser and/or manager, neither Dimensional Fund Advisors LP or its subsidiaries (collectively, “Dimensional”) possess voting and/or investment power over the securities of the Company that are owned by the Funds, and may be deemed to be the beneficial owner of the shares of the Company held by the Funds. However, all securities reported are owned by the Funds. Dimensional disclaims beneficial ownership of such securities.

(8)

The information with respect to this beneficial ownership is based on such beneficial owner’s filings with the SEC.

(a)

Includes the shares of Common Stock issuable within 60 days of February 14, 2014 upon the exercise of all options owned by the applicable stockholders on that date. Unless otherwise indicated, the persons named in the table have sole voting and sole investment control with respect to all shares beneficially owned.

184		Overseas Shipholding Group, Inc.

(b)

Reflects restricted stock units held by the applicable non-employee director on February 14, 2014. The restricted stock units have no voting rights, may not be transferred and convert into an equal number of shares of common stock when the director ceases to be a member of the Board for any reason other than for Cause.

(c)

Includes 3,820,168 shares as to which Mr. Oudi Recanati may be deemed to share the power to vote and dispose of under a stockholders agreement, dated as of December 18, 2003, among members of the Recanati family, as amended (the “Stockholders Agreement”), and 52,146 shares as to which Mr. Oudi Recanati may be deemed to share the power to vote and dispose of by virtue of his positions as an officer and director of the Recanati Foundation. Also includes 1,000 shares of Common Stock issuable upon the exercise of stock options.

(d)

Includes 1,000 shares of Common Stock issuable upon the exercise of stock options.

(e)

Includes 835,891 shares of Common Stock owned through an entity of which Mr. Fribourg is a director and has an ownership interest, 7,058 shares owned by Mr. Fribourg’s wife and 1,000 shares of Common Stock issuable upon the exercise of stock options. Mr. Fribourg disclaims beneficial ownership of the shares owned through the entity except to the extent of his pecuniary interest in these shares and disclaims beneficial ownership of the shares owned by his wife.

(f)

Includes 1,000 shares of Common Stock issuable upon the exercise of stock options.

(g)

Includes 3,820,168 shares of Common Stock as to which Mr. Ariel Recanati may be deemed to share the power to vote pursuant to the Stockholders Agreement (he may be deemed to share the power to dispose of only 3,300,293 of these shares); and 52,146 shares as to which Mr. Ariel Recanati may be deemed to share the power to vote and dispose of by virtue of his position as a director of the Recanati Foundation. Also includes 1,000 shares of Common Stock issuable upon the exercise of stock options.

(h)

Includes 7,500 shares of Common Stock issuable upon the exercise of stock options.

(i)

Includes 835,891 shares of Common Stock owned through an entity for which Mr. Zimmerman is Vice Chairman and 1,000 shares of Common Stock issuable upon the exercise of stock options.  Mr. Zimmerman disclaims beneficial ownership of the shares owned through such entity.

(j)

Includes 399,728 shares of Common Stock issuable upon the exercise of stock options. See Notes (c) through (i) above.

185		Overseas Shipholding Group, Inc.

(1)

Includes 116,027 shares of Common Stock issuable upon the exercise of stock options.

(2)

Includes 88,901 shares of Common Stock issuable upon the exercise of stock options.

(3)

Includes 71,438 shares of Common Stock issuable upon the exercise of stock options.

(4)

Includes 68,597 shares of Common Stock issuable upon the exercise of stock options.

(5)

Includes 17,353 shares of Common Stock issuable upon the exercise of stock options.

186		Overseas Shipholding Group, Inc.

(a)(1)		The following consolidated financial statements of the Company are filed in response to Item 8.
		Consolidated Balance Sheets at December 31, 2013 and 2012.
		Consolidated Statements of Operations for the Years Ended December 31, 2013, 2012 and 2011.
		Consolidated Statements of Comprehensive Loss for the Years Ended December 31, 2013, 2012 and 2011.
		Consolidated Statements of Cash Flows for the Years Ended December 31, 2013, 2012 and 2011.
		Consolidated Statements of Changes in Equity for the Years Ended December 31, 2013, 2012 and 2011..
		Notes to Consolidated Financial Statements.
		Report of Independent Registered Public Accounting Firm.
(a)(2)		Schedules of the Company have been omitted since they are not applicable or are not required.
(a)(3)		The following exhibits are included in response to Item 15(b):
3(i)		Certificate of Incorporation of the Registrant, as amended to date (filed as Exhibit 3(i) to the Registrant’s Quarterly Report on Form 10-Q for quarter ended June 30, 2006 and incorporated herein by reference).
3(ii)		Amended and Restated Bylaws of the Registrant (filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K dated April 12, 2006 and incorporated herein by reference).
4(a)(1)		Form of Indenture dated as of December 1, 1993 between the Registrant and The Chase Manhattan Bank (National Association) providing for the issuance of debt securities by the Registrant from time to time (filed as Exhibit 4(b)(1) to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2004 and incorporated herein by reference).
4(a)(2)		Resolutions dated December 2, 1993 fixing the terms of two series of debt securities issued by the Registrant under the Indenture (filed as Exhibit 4(b)(2) to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2004 and incorporated herein by reference).
4(a)(3)		Form of 83/4% Debentures due December 1, 2013 of the Registrant (filed as Exhibit 4(b)(3) to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2004 and incorporated herein by reference).
4(b)(1)		Indenture dated as of March 7, 2003 between the Registrant and Wilmington Trust Company, as trustee, providing for the issuance of debt securities of the Registrant from time to time (filed as Exhibit 4(e)(1) to the Registrant’s Registration Statement on Form S-4 filed May 5, 2003 and incorporated herein by reference). Such Indenture is hereby modified, effective as of January 13, 2004, by deleting all references therein to “Wilmington Trust Company”, “March 7, 2003” and any specific day, month and/or year and substituting therefore blank spaces.
4(b)(2)		Form of Debt Security of the Registrant (filed as Exhibit 4.4 to the Registrant’s Registration Statement on Form S-3 filed January 13, 2004 and incorporated herein by reference).

191		Overseas Shipholding Group, Inc.

4(c)(1)		Indenture dated as of March 29, 2010, between the Registrant and the Bank of New York Mellon, as trustee, for the issuance of debt securities of the Registrant from time to time (filed as Exhibit 4.1 to the Registrant’s Current Report on Form 8-K dated March 29, 2010 and incorporated herein by reference).
4(c)(2)		Form of 8 1/8% Senior Notes due 2018 of the Registrant (filed as Exhibit 4.2 to the Registrant’s Current Report on Form 8-K dated March 29, 2010 and incorporated herein by reference).
4(d)(1)		Credit Agreement dated as of February 9, 2006, among the Registrant, OSG Bulk Ships, Inc., OSG International, Inc., various lenders, DnB NOR Bank ASA, New York Branch (“DnB”), as administrative agent, HSBC Securities (USA) Inc. (“HSBC”), as documentation agent, Citigroup Global Markets Limited (“Citigroup”) and Nordea Bank Finland, Plc, New York branch (“Nordea”), as bookrunners, and Citigroup, DnB, HSBC and Nordea as lead arrangers (filed as Exhibit 4(e)(6) to the Registrant’s Annual Report on Form 10-K for 2005 and incorporated herein by reference).
4(d)(2)		Second Pooled Assignment and Amendment dated as of May 10, 2006 (filed as Exhibit 4.1 to the Registrant’s Current Report on Form 8-K dated May 10, 2006 and incorporated herein by reference).
		NOTE: The Exhibits filed herewith do not include other instruments authorizing long-term debt of the Registrant and its subsidiaries in those cases in which the amounts authorized thereunder do not exceed 10% of the total assets of the Registrant and its subsidiaries on a consolidated basis. The Registrant agrees to furnish a copy of each such instrument to the Commission upon request.
10(i)(a)		Exchange Agreement dated December 9, 1969 (including exhibits thereto) between the Registrant and various parties relating to the formation of the Registrant (the form of which was filed as Exhibit 2(3) to Registration Statement No. 2-34124 and incorporated herein by reference).
10(i)(b)		Form of Additional Exchange Agreement to which Section 2.02 of Exhibit 10(i)(a) hereto refers (filed as Exhibit 2(4) to Registration Statement No. 2-34124 and incorporated herein by reference).
*10(iii)(a)		Supplemental Executive Savings Plan of the Registrant dated as of December 22, 2005, as amended by Amendment One effective as of January 1, 2006 (filed as Exhibit 10(iii)(a) to the Registrant’s Annual Report on Form 10-K for 2008 and incorporated herein by reference).
*10(iii)(b)		1998 Stock Option Plan adopted for employees of the Registrant and its affiliates (filed as Exhibit 10 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 1998 and incorporated herein by reference).
*10(iii)(c)		Amendment to the 1998 Stock Option Plan adopted for employees of the Registrant and its affiliates (filed as Exhibit 10 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2000 and incorporated herein by reference).
*10(iii)(d)		1999 Non-Employee Director Stock Option Plan of the Registrant (filed as Exhibit 10(e)(4) to the registrant’s Annual Report on Form 10-K for 1998 and incorporated herein by reference), as amended by Amendment No. 1 dated May 31, 2004 (filed as Exhibit 10 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2004 and incorporated herein by reference).
*10(iii)(e)		Agreement dated October 12, 2011 with an executive officer (filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K dated October 12, 2011 and incorporated herein by reference).

192		Overseas Shipholding Group, Inc.

*10(iii)(f)		Second Amended and Restated Change of Control Agreement dated October 12, 2011 with an executive officer (filed as Exhibit 10.2 to the Registrant’s Current Report on Form 8-K dated October 12, 2011 and incorporated herein by reference).
*10(iii)(g)		Form of Director and Officer Indemnity Agreement for the directors and officers of the Registrant (filed as Exhibit 10 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2004 and incorporated herein by reference).
*10(iii)(h)		2004 Stock Incentive Plan of the Registrant as amended and restated as of June 14, 2012 (filed on April 30, 2012 as Appendix A to the Registrant’s Proxy Statement on Schedule 14A and incorporated herein by reference).
*10(iii)(i)		Amended and Restated Change of Control Protection Agreement dated as of January 1, 2012 with an executive officer (filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K dated January 1, 2012 and incorporated herein by reference).
*10(iii)(j)		Amended and Restated Change of Control Agreement dated as of January 1, 2012 with an executive officer (filed as Exhibit 10.2 to the Registrant’s Current Report on Form 8-K dated January 1, 2012 and incorporated herein by reference).
*10(iii)(k)		Amended and Restated Change of Control Agreement dated as of January 1, 2012 with an executive officer (filed as Exhibit 10.3 to the Registrant’s Current Report on Form 8-K dated January 1, 2012 and incorporated herein by reference).
*10(iii)(l)		Amended and Restated Change of Control Agreement dated as of January 1, 2012 with an executive officer (filed as Exhibit 10.4 to the Registrant’s Current Report on Form 8-K dated January 1, 2012 and incorporated herein by reference).
*10(iii)(m)**		Amended and Restated Change of Control Agreement dated as of January 1, 2012 with an executive officer.
*10(iii)(n)		Retention Bonus Agreement dated as of June 15, 2012 with an executive officer (filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K dated June 14, 2012 and incorporated herein by reference).
*10(iii)(o)		Retention Bonus Agreement dated as of June 15, 2012 with an executive officer (filed as Exhibit 10.2 to the Registrants Current Report on Form 8-K dated June 14, 2012 and incorporated herein by reference).
*10(iii)(p)		Letter agreement dated March 22, 2013 with an executive officer (filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K dated March 22, 2013 and incorporated herein by reference).
*10(iii)(q)		Severance Protection Plan of the Registrant effective January 1, 2006 as amended and restated as of December 31, 2008 (filed as Exhibit 10.5 to the Registrant’s Current Report on Form 8-K dated December 31, 2008 and incorporated herein by reference).
*10(iii)(r)		Notice of Eligibility effective as of January 27, 2006 in favor of an executive officer (filed as Exhibit 10.2 to the Registrant’s Current Report on Form 8-K dated January 27, 2006 and incorporated herein by reference).
*10(iii)(s)		Notice of Eligibility effective as of January 27, 2006 in favor of an executive officer (filed as Exhibit 10.3 to the Registrant’s Current Report on Form 8-K dated January 27, 2006 and incorporated herein by reference).

193		Overseas Shipholding Group, Inc.

*10(iii)(t)		Notice of Eligibility effective as of December 31, 2008 in favor of an executive officer (filed as Exhibit 10(iii)(p) to the Registrant’s Annual Report on Form 10-K for 2011 and incorporated herein by reference).
*10(iii)(u)		Notice of Eligibility effective as of May 24, 2010 in favor of an executive officer (filed as Exhibit 10.2 to the Registrant’s Current Report on Form 8-K dated July 26, 2010 and incorporated herein by reference).
*10(iii)(v)**		Notice of Eligibility effective as of December 31, 2008 in favor of an executive officer.
*10(iii)(w)		Form of Qualified Stock Option Agreement (filed as Exhibit 10.2 to the Registrant’s Current Report on Form 8-K dated January 17, 2007 and incorporated herein by reference).
*10(iii)(x)		Nonqualified Stock Option Agreement dated as of February 15, 2007 between Registrant and an executive officer (filed as Exhibit 10.4 to the Registrant’s Current Report on Form 8-K dated February 15, 2007 and incorporated herein by reference).
*10(iii)(y)		Restricted Unit Stock Award dated October 12, 2011 between Registrant and an executive officer (filed as Exhibit 10.3 to the Registrant’s Current Report on Form 8-K dated October 12, 2011 and incorporated herein by reference).
*10(iii)(z)		Nonqualified Stock Option Agreement dated October 12, 2011 between Registrant and an executive officer (filed as Exhibit 10.4 to the Registrant’s Current Report on Form 8-K dated October 12, 2011 and incorporated herein by reference).
*10(iii)(aa)		Form of Restricted Stock Unit (filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K dated June 5, 2007 and incorporated herein by reference).
*10(iii)(bb)		Agreement dated September 11, 2006 with an executive officer (filed as Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2010 and incorporated herein by reference).
*10(iii)(cc)		Enhanced Severance Plan for Employees Level 21-23 effective as of January 1, 2009 (filed as Exhibit 10(iii)(z) to the Registrant’s Annual Report on Form 10-K for 2008 and incorporated herein by reference).
*10(iii)(dd)		Executive Performance Incentive Plan dated June 1, 2004 (filed on April 28, 2004 as Appendix B to the Registrant’s Proxy Statement on Schedule 14A and incorporated herein by reference), as amended by Amendment No. 1 dated as of June 10, 2008 (filed as Exhibit 99 to the Registrant’s Current Report on Form 8-K dated June 10, 2008 and incorporated herein by reference).
10(iii)(ee)		Stock Ownership Guidelines for Senior Management Employees Level 21 and Above (filed as Exhibit 99.1 to the Registrant’s Current Report on Form 8-K dated January 19, 2010 and incorporated herein by reference), as amended (Current Report on Form 8-K dated April 18, 2013 and incorporated herein by reference).
10(iii)(ff)		Incentive Compensation Recoupment Policy for Executive Officers (filed as Exhibit 99.2 to the Registrant’s Current Report on Form 8-K dated January 19, 2010 and incorporated herein by reference).
*10(iii)(gg)		Form of Performance Award (filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K dated February 23, 2010 and incorporated herein by reference).
*10(iii)(hh)		Form of Restricted Stock Award (filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K dated March 14, 2011 and incorporated herein by reference).
*10(iii)(ii)		Form of Nonqualified Stock Option Agreement (filed as Exhibit 10.2 to the Registrant’s Current Report on Form 8-K dated March 14, 2011 and incorporated herein by reference).

194		Overseas Shipholding Group, Inc.

*10(iii)(jj)		Form of Performance Award Agreement (filed as Exhibit 10.3 to the Registrant’s Current Report on Form 8-K dated March 14, 2011 and incorporated herein by reference).
*10(iii)(kk)		Engagement letter dated as of November 1, 2012 by and between the Registrant and Greylock Partners, LLC (filed as Exhibit 99.2 to the Registrant’s Current Report on Form 8-K dated November 14, 2012 and incorporated herein by reference).
*10(iii)(ll)		Severance Plan of the Registrant effective April 1, 2013 (filed as Exhibit 10 (iii)(jj) to the Registrant’s Annual Report on 10-K for 2012 and incorporated herein by reference).
**21		List of subsidiaries of the Registrant.
**31.1		Certification of Chief Executive Officer pursuant to Rule 13a-14(a) and 15d-14(a), as amended.
**31.2		Certification of Chief Financial Officer pursuant to Rule 13a-14(a) and 15d-14(a), as amended.
**32		Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

(1)

The Exhibits marked with one asterisk (*) are a management contract or a compensatory plan or arrangement required to be filed as an exhibit.

(2)

The Exhibits which have not previously been filed or listed are marked with two asterisks (**).

195		Overseas Shipholding Group, Inc.

	OVERSEAS SHIPHOLDING GROUP, INC.
	By:	/s/ Ian T. Blackley
		Ian T. Blackley
		Senior Vice President,
		Chief Financial Officer and Treasurer

Name		Date
/s/ ROBERT E. JOHNSTON		March 13, 2014
Robert E. Johnston, Principal
Executive Officer
/s/ IAN T. BLACKLEY		March 13, 2014
Ian T. Blackley, Principal
Financial Officer and
Principal Accounting Officer
/s/ Thomas B. Coleman		March 13, 2014
Thomas B. Coleman, Director
/s/ Charles A. Fribourg		March 13, 2014
Charles A. Fribourg, Director
/s/ Joel I. Picket		March 13, 2014
Joel I. Picket, Director
/s/ Ariel Recanati		March 13, 2014
Ariel Recanati, Director
/s/ Oudi Recanati		March 13, 2014
Oudi Recanati, Director
/s/ Thomas F. Robards		March 13, 2014
Thomas F. Robards, Director
/s/ Jean-paul vettier		March 13, 2014
Jean-Paul Vettier, Director
/s/ Michael J. Zimmerman		March 13, 2014
Michael J. Zimmerman, Director

196		Overseas Shipholding Group, Inc.