OSX BRASIL S.A. - Under judicial reorganization. Independent auditors' report. Financial statements At September 30, 2017

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1 OSX BRASIL S.A. - Under judicial reorganization Independent auditors' report Financial statements At September 30,

2 OSX BRASIL S.A. (In judicial reorganization) Financial statements At September 30, 2017 Contents Management Report Independent auditors report on the individual and consolidated financial statements Statements of financial position Statements of income Statements of comprehensive income Statements of changes in equity Statements of cash flows Statements of added value Notes to the financial statements 2

3 Management Report OSX Brasil The Company continues to focus on supporting Porto do Açu Operações S.A. (PdA) to secure new clients to lease OSX's area at Porto do Açu. Throughout the 3 rd quarter of 2017, Company Management submitted information and addressed queries from stakeholders in order to demonstrate the Plan was being performed. The Company's main challenge continues to be ensuring it makes enough revenue to cover the obligations established under its Plan. The PdA still owns the Land Management Contract in order to obtain lessees to create new revenue streams for the Company. After the end of the quarter ended September 30, 2017, a new corporate structure was set up with the arrival of a new CEO and creation of the Company's Legal and Investor Relations Board, in addition to the replacement of two members of the Board of Directors. 3

4 Crowe Horwath Bendoraytes & Cia. Member of Crowe Horwath International Av. João Cabral de Mello Neto, Bl.3 sala 1302 Condomínio CEO - Barra da Tijuca CEP Rio de Janeiro - RJ Tel. 55(21)

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7 OSX Brasil S.A - Under judicial reorganization Statements of financial position September 30, 2017 and December 31, 2016 (In thousands of reais) Parent Company Consolidated Note 9/30/ /31/2016 9/30/ /31/2016 Assets Current Cash and cash equivalents , Customers ,942 1,183 Other advances ,422 23,340 Inventory ,666 4,858 Prepaid expenses ,185 Judicial deposits Total current assets ,834 31,532 Non-current Related parties 18 91,083 86, Other advances Recoverable taxes 7 37,532 34,147 47,322 50,916 Other accounts receivable 1,653 1,654 1,653 1, , ,440 48,975 52,571 Investments 9 1,547 1,533 4,370 4,852 Property, plant and equipment ,594,238 1,594,903 Intangible assets 11 1,369 3,287 1,530 3,626 Total non-current assets 133, ,438 1,649,113 1,655,952 Total assets 133, ,129 1,662,947 1,687,484 See the accompanying notes to the financial statements. 4

8 OSX Brasil S.A - Under judicial reorganization Statements of financial position September 30, 2017 and December 31, 2016 (In thousands of reais) Parent Company Consolidated Note 9/30/ /31/2016 9/30/ /31/2016 Liabilities Current Post-reorganization payables 14 26,507 25,945 99, ,383 Pre-reorganization suppliers ,224 Tax liabilities 15 13,824 10, , ,824 Pre-reorganization loans and financing Payroll and labor obligations Post-petition related parties , , , ,436 Pre-petition related parties ,973 Advances from customers ,645 11,490 Other Total current 298, , , ,355 Non-current Pre-reorganization suppliers 14 23,066 22, , ,247 Post-petition loans and financing ,108,700 1,022,192 Debentures ,545,775 2,355,725 Tax liabilities Pre-petition related parties 18 10,010 10,010 21,545 10,210 Provision for investment with negative equity 9 2,943,561 2,654, Provision for contingencies ,693 31,175 2,976,741 2,687,829 4,607,067 4,263,549 Shareholders' equity Share capital 20 3,886,187 3,886,187 3,886,187 3,886,187 (-) Stock issuance cost 20 (81,057) (81,057) (81,057) (81,057) Stock options granted , , , ,511 Accumulated adjustments on foreign currency translation 1,707,758 1,689,485 1,707,758 1,689,485 Accumulated losses (8,770,971) (8,457,059) (8,770,971) (8,457,059) Total shareholders equity (3,141,572) (2,845,933) (3,141,572) (2,845,933) Noncontrolling interests - - (203,487) (184,487) Total shareholders equity (3,141,572) (2,845,933) (3,345,059) (3,030,420) Total liabilities and shareholders equity 133, ,129 1,662,947 1,687,484 See the accompanying notes to the financial statements. 5

9 OSX Brasil S.A. - Under judicial reorganization Statements of income Nine-month period ended September 30, 2017 and 2016 (In thousands of Reais, except for basic and diluted loss per share) Parent company Consolidated Note 9/30/2017 9/30/2016 9/30/2017 9/30/2016 Revenue from goods sold and services provided , Cost of goods and/or services sold (5,800) Gross profit - - 7,971 (5,782) Operating expenses Administrative and general expenses 24 (98) (1,464) (35,342) (192,927) Depreciation and amortization expenses 24 (1,970) (1,990) (2,755) (2,967) Provision for impairment (2,145) 26,914 Other net operating income and expenses , ,535 (2,025) 881,702 (40,196) 92,555 Equity in income of associates 9 (288,692) (1,229,566) (482) (31,030) Income before financial income/loss and taxes (290,718) (347,864) (32,707) 55,743 Finance income Finance income 26 1,956 42,088 2,241 50,194 Finance expenses 26 (6,859) (12,765) (283,874) (446,987) Exchange variance, net 26 (18,291) 11,786 (18,546) (3,356) (23,194) 41,109 (300,180) (400,149) Earnings before tax on net income (313,912) (306,755) (332,887) (344,406) Current income and social contribution taxes (21) (32) Net income/(loss) for the period (313,912) (306,755) (332,908) (344,438) Attributed to minority interests - - (18,996) (37,683) Attributed to controlling interests (313,912) (306,755) (313,912) (306,755) Basic and diluted earnings/(loss) per share (in R$) 21 (99.72) (0.10) (99.72) (0.10) See the accompanying notes to the financial statements. 6

10 OSX Brasil S.A. - Under judicial reorganization Statements of income Three-month period ended September 30, 2017 and 2016 (In thousands of Reais, except for basic and diluted loss per share) Parent company Consolidated 3 months ended 3 months ended Note 9/30/2017 9/30/2016 9/30/2017 9/30/2016 Revenue from goods sold and services provided - - 2, Cost of goods and/or services sold (1,314) Gross profit - - 2,931 (1,296) Operating expenses Administrative and general expenses 2,555 (17) (11,962) (35,415) Depreciation and amortization expenses (654) (661) (894) (1,077) (Provision for) / reversal of impairment Other net operating income and expenses 35 1,045,809 (512) 1,136,278 1,936 1,045,131 (12,822) 1,099,786 Equity in income of associates (87,452) (189,231) (53) (15) Income before financial income/loss and taxes (85,516) 855,900 (9,944) 1,098,475 Finance income Finance income , ,697 Finance expenses (2,476) (5,005) (86,903) (260,729) Exchange variance, net 433 (663) 4,059 (9,574) (1,581) 9,230 (82,289) (252,606) Earnings on assets available for sale Income before tax on net income (87,096) 865,130 (92,234) 845,869 Current income and social contribution taxes - - (3) (11) Net income/(loss) for the period (87,096) 865,130 (92,237) 845,858 Attributed to minority interests - - (5,140) (19,272) Attributed to controlling interests (87,096) 865,130 (87,096) 865,130 Basic and diluted earnings/(loss) per share (in R$) (27.67) (0.4697) (27.67) (0.4697) See the accompanying notes to the Quarterly Information. 7

11 OSX Brasil S.A. - Under judicial reorganization Statements of comprehensive income Three- and nine-month period ended September 30, 2017 and 2016 (In thousands of reais) Parent Company Consolidated 9 months ended 9 months ended Note 9/30/2017 9/30/2016 9/30/2017 9/30/2016 Net income/(loss) for the period (313,912) (306,755) (332,908) (344,438) Adjustments on foreign currency translation 20 18,273 (8,546) 18,273 (8,546) Equity appraisal adjustments Mark-to-market of OGX shares Total comprehensive income (295,639) (315,301) (314,635) (352,984) Total comprehensive net income attributed to Noncontrolling interests - - (18,996) (37,683) Controlling interests (295,639) (315,301) (295,639) (315,301) Parent Company Consolidated 3 monthsended 3 months ended Note 9/30/2017 9/30/2016 9/30/2017 9/30/2016 Net income/(loss) for the period (87,096) 865,131 (92,237) 845,858 Adjustments on foreign currency translation 20 (451) (649,250) (451) (649,250) Equity appraisal adjustments Mark-to-market of OGX shares Total comprehensive income (87,548) 215,881 (92,688) 196,608 Total comprehensive net income attributed to Noncontrolling interests - - (5,140) (19,273) Controlling interests (87, 548) 215,881 (87,548) 215,881 See the accompanying notes to the financial statements. 8

12 OSX BRASIL S.A. - Under judicial reorganization Statements of changes in equity Nine-month period ended September 30, 2017 and 2016 (In thousands of reais) Note Capital (-) Stock issuance cost Capital reserves Adjustments on foreign currency translation Other comprehensive income Accumulated losses Total shareholders equity Advance for future capital increase Minority interest Total shareholders' equity plus advance for future capital increase Balances at January 01, ,775,592 (81,057) 116, ,804 - (7,054,114) (2,312,264) 110,595 (141,577) (2,343,246) Capital increase through share subscription 110, , ,595 Advance for future capital increase (110,595) - (110,595) Adjustments on foreign currency translation (8,546) - - (8,546) - - (8,546) Minority interest (37,683) 37,683) Loss for the period (306,755) (306,755) - - (306,755) Balances at September 30, ,886,187 (81,057) 116, ,258 - (7,360,869) (2,516,970) - (179,260) (2,696,230) Balances at January 01, ,886,187 (81,057) 116,511 1,689,485 - (8,457,059) (2,845,933) - (184,487) (3,030,420) Adjustments on foreign currency translation , Dilution of noncontrolling interests , ,273 - (4) (4) Loss for the period (313,912) (313,912) - (18,996) (332,908) Balances at September 30, ,886,187 (81,057) 116,511 1,707,758 - (8,770,971) (3,141,572) - (203,487) (3,345,059) See the accompanying notes to the financial statements.

13 OSX BRASIL S.A. - Under judicial reorganization Statements of Cash Flows Nine-month period ended September 30, 2017 and 2016 (In thousands of reais) Cash flows from operating activities Parent Company Consolidated 9/30/2017 9/30/2016 9/30/2017 9/30/2016 Net income/(loss) for the period (313,912) (306,755) (313,912) (306,755) Adjustments to reconcile net income to cash flow from operating activities Depreciation and amortization 1,970 1,990 2,755 2,967 Equity in income of associates 288,692 1,229, ,914 Noncontrolling interests - - (19,000) 31,030 Stock options granted and recognized (37,683) Investment gains/losses - (407,895) - (26,057) Allowance for doubtful accounts (1) Loss on asset write-off - - 2,146 - Interest ,763 - (23,251) 516,906 (44,766) (309,584) Changes in assets and liabilities Decrease in restricted cash (6) - (121) - Increase in trade accounts receivable - - (2,759) 24,275 Increase in inventory (1,320) Increase (decrease) in other advances 17 (32) 18,918 15,444 Increase (decrease) in other accounts receivable - (508,271) 2 (98) Decrease (increase) in recoverable taxes (3,385) 7,197 3,594 6,613 (Increase) decrease in prepaid expenses 134 (243) 313 (166) Increase (decrease) in other receivables - 40,929 Increase (decrease) in social and labor obligations (26) (1,420) (126) (8,073) Increase in trade payables (16,645) (68,231) Increase in tax liabilities 3, ,443 26,585 (Decrease) in customer advances - - 2,155 - Increase (decrease) in other liabilities (13,610) Cash provided by (used in) operating activities (22,604) 14,925 (16,220) (287,236) Payment of interest on loans and financing - - (6,281) - Net cash provided by (used in) operating activities (22,604) 14,925 (22,501) (287,236) Cash flows from investment activities Credits granted to related parties (4,444) (10,008) Credits received from related parties Acquisition/write-offs of PPE Net cash used in investment activities (4,444) (10,008) Cash flows from financing activities Advance for future capital increase Loans and financing obtained ,731 Capitalization (26,863) Debenture ,724 Assumed debits with related parties 8,746 3,983 5,073 (10,798) Payment of debits with related parties Net cash provided by (used in) financing activities 8,746 3,983 5, ,794 Exchange variance on cash and cash equivalents 18,273 (8,546) 18,273 (8,546) Increase (decrease) in cash and cash equivalents (29) (8,343) Increase (decrease) in cash and cash equivalents At beginning of period ,825 At end of period , (Increase) Decrease in cash and cash equivalents (29) (8,343) See the accompanying notes to the financial statements. 10

14 OSX Brasil S.A. - Under judicial reorganization Statements of added value Nine-month period ended September 30, 2017 and 2016 (In thousands of reais) Parent Company Consolidated 9/30/2017 9/30/2016 9/30/2017 9/30/2016 Revenue Revenue from goods sold and/or services rendered (gross of taxes) - - 8, , Inputs purchased from third parties Costs of goods and services sold (5,800) Expenses relating to loss/gain on written-off assets 8 1 (2,133) 27,295 Material, electricity, outsourced services and other (64) 885,034 (35,272) 107,881 (56) 885,035 (37,405) 129,376 Gross added value (56) 885,035 (29,076) 129,396 Withholding Depreciation and amortization (1,970) (1,990) (2,755) (2,967) (1,970) (1,990) (2,755) (2,967) Added value produced by the Company (2,025) 883,045 (31,831) 126,429 Transferred added value Equity in income of associates (288,692) (1,229,566) (482) (31,030) Finance income 1,957 53,874 5,478 46,838 Other revenue - rental ,781 - (286,735) (1,175,692) 15,777 15,808 Total added value to be distributed (288,761) (292,647) (16,054) 142,237 Distribution of added value Employees Direct compensation - 1,085 1,969 5,641 Benefits Government Severance Indemnity Fund for Employees (FGTS) ,085 2,375 6,340 Taxes Federal 141-8,718 2 State , ,086 1,828 Third-party capital remuneration Interest 24,936 12, , ,477 Rent ,030 Other remunerations ,010 12, , ,507 Interest on equity Noncontrolling interests - - (18,996) (37,683) Net income/(loss) for the period (313,912) (306,755) (313,912) (306,755) (313,912) (306,755) (332,908) (344,438) See the accompanying notes to the financial statements. 11

15 OSX Brasil S.A. - Under judicial reorganization Nine-month period ended September 30, 2017 (In thousands of reais, unless stated otherwise) 1. Reporting entity OSX Brasil S.A. - Under judicial reorganization ( OSX or Company ) is a publicly held company, set up on September 3, 2007 having its registered office in Rio de Janeiro. The Company's core interest is the holding of direct or indirect interests in the capital of other domestic or foreign companies engaged in the equipment and services segment for the offshore oil and natural gas industry, with integrated operations in shipbuilding, chartering of exploration and production units (E&P) and operation and maintenance industries (O&M). Since March 2010 the Company's shares have been listed in the New Market segment of BM&FBovespa, under the symbol OSXB3. In the first half of 2016, OSX dedicated itself to two core goals. Firstly, to carve out the statement of financial position of the holding company OSX Leasing Group BV, which comprises most of the international operations, in order to facilitate an assessment of our financial statements. Secondly, to generate value, evidencing the business potential of OSX Construção Naval for the sector. We point out that the building of the Shipbuilding Yard in Açu (UCN Açu) in conjunction with Porto do Açu Operações S.A., in an area of 3,200,000 sqm, aims to facilitate the reorganization of OSX Brasil S.A., assuring it remains a going concern and generating cash to pay for its current and pre-petition obligations. The judicial reorganization process In the second half of 2013, OSX's financial situation took a turn for the worse, including the cancellation of orders of units which were supposed to be built at the Açu Shipbuilding Yard ( Açu UCN ) and chartering and operation and maintenance agreements for FPSOs and WHPs. In October that year, Óleo e Gás Participações S.A. - Under judicial reorganization ( OGpar ), the Company's main client, filed an application for judicial reorganization in the Judicial District of Rio de Janeiro state, together with the subsidiaries OGX Petróleo e Gás S.A. - Under judicial reorganization ( OGX ), OGX International GmbH - Under judicial reorganization and OGX Austria GmbH - Under judicial reorganization. In view of the Company s financial plight, which prevented it from honoring the payment of obligations both overdue and falling due in the short term, on November 8, 2013 the Board of Directors approved OSX's application for judicial reorganization, as a material instrument to assure the preservation of interests of the shareholders, employees and creditors, thereby preserving the company and its social function and stimulating economic growth. OSX s application for judicial reorganization in conjunction with its subsidiaries OSX Construção Naval S.A. - Under judicial reorganization ( OSX Construção Naval ) and OSX Serviços Operacionais Ltda. - Under judicial reorganization ( OSX Serviços ) (the Companies under judicial reorganization ) was filed on November 11, 2013 in the Rio de Janeiro state judicial district. On December 17, 2014, the Judicial Reorganization Plans of the Companies under judicial reorganization were approved at General Creditors Meetings and on December 19, 2014 the 3 rd Business Court of the Rio de Janeiro state Judicial District ratified the three Judicial Reorganization Plans. The ratification of said plans was published on January 8, 2015.

16 OSX Brasil S.A. - Under judicial reorganization Nine-month period ended September 30, 2017 (In thousands of reais, unless stated otherwise) 1. Reporting entity - continued Judicial reorganization process - continued On January 30, 2015, Caixa Econômica Federal (post-petition creditor) endorsed the terms of the Judicial Reorganization Plan of OSX Construção Naval. This consent was a suspensive condition for the effectiveness and implementation of the Judicial Reorganization Plans of OSX and OSX Construção Naval. In the last quarter of 2015 management considered that the plan had been ratified since its publication date, January 8, 2015, and proceeded to carry out all the assumptions established in the plan, the chief impact being the monetary restatement of all unsecured creditors. The Company is meeting its payment obligations towards the unsecured creditors of OSX Brasil S.A. Under judicial reorganization and OSX Construção Naval S.A. Under judicial reorganization, which had an interest in the payment of up to R$ 80, (eighty thousand reais) and all the credits of the Unsecured Creditors of OSX Serviços Operacionais Ltda. Under judicial reorganization, all in compliance with the obligations established in the respective Judicial Reorganization Plans. The Judicial reorganization plan of OSX Brasil S.A. - Under judicial reorganization The purpose of the Judicial Reorganization Plans approved by creditors in December 2014 is to enable OSX to seek a way of settling its debts and raising new funds, so as to permit the ongoing operations of the Company and its subsidiaries OSX Construção Naval and OSX Serviços. See below a brief description of the Judicial Reorganization Plan of OSX. The complete approved Judicial Reorganization Plans can be viewed at the sites of the CVM ( and Company (ri.osx.com.br). Securing new funding To replenish the working capital required to continue as a going concern, to pay its restructuring costs and carry out its business plan, OSX obtained new loans from its prepetition creditors, by issuing four series of debentures (debenture series 1, 3, 5 and 6) ("new funds"). As per Note 17 - Debentures, the funds provided by the financing creditors that subscribed debentures in series 1, 3, 5 and 6 will be amortized and paid as follows, subject to the terms and conditions set out in the debentures issuance deed: Maturity date: 10 years, as from the debentures issuance, renewable for another 10 years. 13

17 OSX Brasil S.A. - Under judicial reorganization Nine-month period ended September 30, 2017 (In thousands of reais, unless stated otherwise) 1. Reporting entity - continued The Judicial reorganization plan of OSX Brasil S.A. - Under judicial reorganization - Continued Scheduled amortization of principal: the nominal value of the series 1, 3, 5 and 6 debentures will be fully amortized in a lump sum on the maturity date, without any subordination between debenture holders. Compensatory interest: the series 1, 3, 5 and 6 debentures will be entitled to remuneration equivalent to 100% of the accumulated variation of the interbank deposit (DI) rate calculated on the nominal unit value or balance of each debenture, plus a spread of 2% per year. Calculation of the compensatory interest: beginning on the debenture issuance date or the previous compensation payment date, as the case may be. Payment of compensatory interest: to be fully paid on the maturity date, where in the case of series 1, 3, 5 and 6 debentures the compensatory interest for the period will be paid together with the respective series nominal unit value amount to be amortized on an extraordinary basis. Debt restructuring The restructuring of debts incurred with pre-petition creditors is crucial for OSX to achieve the desired financial and operational recovery. This restructuring entails the granting of new terms and special payment conditions for its current and past due obligations. The pre-petition creditors that provided new funds to the company under judicial reorganization are referred to as financing creditors, and the financier credits and banks in general are referred to as financing creditors. Subject to the eligibility conditions stated in the Judicial Reorganization Plan, pre-petition and/or post-petition credits of the (i) financing creditor banks may be used for payment of (i.a) series 2 debentures, if the respective financing creditor bank has paid in series 1 debentures, or (i.b) series 6 debentures, if the respective financing creditor bank has paid in series 5 debentures, and (ii) general financing creditors may be used for payment of the (ii.a) series 4 debentures if the respective general financing creditor has paid in series 3 debentures, or (ii.b) series 6 debentures. The Series 2, 4 and 6 debentures will be paid on the following terms: OSX Brasil S.A. - Under judicial reorganization 14

18 Nine-month period ended September 30, 2017 (In thousands of reais, unless stated otherwise) 1. Reporting entity - continued Maturity date: 20 years as from the debenture issuance date, renewable for a further 20 years, pursuant to the debentures issuance deed. Scheduled amortization of principal: the nominal value of the series 2, 4 and 6 debentures will be fully amortized in a lump sum on the maturity date, without any subordination between debenture holders. Calculation of the compensatory interest: (a) the series 2 and 4 debentures will be entitled to remuneration equivalent to 100% of the accumulated variation of the interbank deposit (DI) rate calculated on the nominal unit value or balance of each series 2 or 4 debenture; and (b) the series 6 debentures will be entitled to: (b.1) as from the request date to the 36 th month of the debenture issuance date (inclusive), a remuneration equivalent to the accumulated variation of 100% of the interbank deposit (DI) rate, calculated on the nominal unit value or balance of the series 6 debentures plus a spread of 1.80% and (b.2) as from the 36 th month of the debenture issuance date (exclusive) through the maturity date, remuneration equivalent to the accumulated variation of 100% of the interbank deposit (DI) rate, calculated on the nominal unit value or balance of the series 6 debentures. Payment of compensatory interest: payable from year 6 along with the installment of the nominal unit value of the respective series to be extraordinarily amortized. The credits of the non-financing unsecured creditors will be paid as follows: Term: 25 years as from the ratification date, renewable for 25 years. Payment of the principal: to be made in a lump sum on the 1 st business day after the 25 th anniversary or the 1 st business day after the 50 th anniversary, as the case may be. Monetary restatement: amount corresponding to the IPCA variation, payable as from the Ratification Date (as defined in the companies judicial reorganization plan) on the balance of principal on the application date, pursuant to the monetary legislation in force. The unsecured credits through guarantee, endorsement or joint obligations will be restructured pursuant to the terms and conditions set out for credits of non-financing unsecured creditors. OSX Brasil S.A. - Under judicial reorganization 15

19 Nine-month period ended September 30, 2017 (In thousands of reais, unless stated otherwise) 1. Reporting entity-continued The Judicial reorganization plan of OSX Brasil S.A. - Under judicial reorganization -- Continued Debt restructuring--continued All unsecured creditors, except those subject to guarantee, endorsement or joint obligations, may choose to receive a monetary amount of R$ 80,000, limited to the amount of their credit. Any remaining credit will be treated as mentioned above, according to the option of the respective creditor regarding the granting of new funds. The related-party credits of OSX Group will be paid in 10 monthly installments, with no interest and no capitalization of interest, where the first installment is due, solely and exclusively after the first month following the settlement of all other pre-petition and postpetition credits. The parties may in due course agree on an alternative way to extinguish the related-party credits, including by converting said related-party credits into share capital of the debtor, provided this does not impact cash or create any type of disbursement for OSX Group in the settlement of the related-party credits and subject to the best structure for OSX Group, from a corporate, tax and business perspective. Adjustment of the UCN Açu business plan OSX is reviewing its business plan for the development of UCN Açu as part of the resizing of its operational activities and adaptation thereof to its new reality, while however maintaining its shipbuilding activities. OSX Construção Naval accordingly contracted Porto do Açu Operações S.A. to in conjunction with OSX Construção Naval more efficiently manage the commercial exploitation of the total area of 3,200,000 square meters where UCN Açu is located. With this area being managed by Porto do Açu, OSX Construção Naval expects to make feasible the development of UCN Açu, assuring its future as a going concern and generating cash to meet its current and pre-petition obligations. OSX Brasil S.A. - Under judicial reorganization 16

20 Nine-month period ended September 30, 2017 (In thousands of reais, unless stated otherwise) 1. Reporting entity--continued The Judicial reorganization plan of OSX Brasil S.A. - Under judicial reorganization -- Continued Adjustment of the UCN Açu business plan--continued Revenue earned by OSX Construção Naval, including that arising from the exploration of the aforementioned area and the funds it is entitled to due to the interests held in Integra ( Integra fund ), must be deposited monthly in an escrow account linked to the compliance with the Judicial Reorganization Plan ( centralizing account ). The funds deposited in the centralizing account will be transferred monthly to assigned accounts ( escrow accounts ) for the payment of obligations in the order determined in the Judicial Reorganization Plan. Sale of other noncurrent assets OSX may sale and encumber the assets comprising its noncurrent assets, as explicitly authorized by the supervising court, subject to the limits established in bankruptcy law, the Judicial Reorganization Plan and other agreements in effect entered into by OSX Group with the creditors not subject to this Judicial Reorganization. Corporate restructuring OSX has been undertake a corporate restructuring of OSX Group, as required to support the continuing development of its operations as adjusted under the Judicial Reorganization and in accordance with the business plan deriving from implementation of the Plan, always in the best interests of OSX Group and aiming for the success of the Judicial Reorganization. History of OSX Leasing Group B.V.'s bankruptcy Since OSX Leasing Group B.V. declared bankruptcy in the Netherlands on July 15, 2015, a process which is under the supervision of the Dutch courts and subject to the management of a trustee appointed by the court, OSX Brasil S.A. has not been exerting any control or significant political, financial or operational influence over this business or its subsidiaries and associated companies. The deconsolidation was there required of the holding company OSX Leasing Group B.V., which includes most of the international companies of OSX Brasil S.A. In order to facilitate your understanding of the deconsolidation process, we present the facts and events in the Company s recent history that justified this procedure. OSX Brasil S.A. - Under judicial reorganization 17

21 Nine-month period ended September 30, 2017 (In thousands of reais, unless stated otherwise) 1. Reporting entity--continued The Judicial reorganization plan of OSX Brasil S.A. - Under judicial reorganization -- Continued Corporate restructuring Continued History of OSX Leasing Group B.V.'s bankruptcy --Continued On December 22, 2014, the companies Óleo e Gás Participações S.A. - Under judicial reorganization ( OGpar ) and OGX Petróleo e Gás - Under judicial reorganization announced they had obtained a preliminary injunction to reduce the daily charter rate of FPSO OSX 3, awarded by the 4 th Business Court of the Rio de Janeiro state legal district, against OSX 3 Leasing B.V. ( OSX 3 ), as owners of the vessel, as well as against Nordic Trustee Asa, as the assignee of the rights arising from the vessel charter. On March 13, 2015, OGX and OSX agreed to stay for 6 months: (i) the payments owed by OGX as consideration for the charter of FPSO OSX 3 platform and (ii) certain obligations set out in the Charter agreements. The term of stay agreed on March 13, 2015 ended and the Company did not reach an agreement with OSX3 Bondholders in order to find a means of settling its debts to the former and the most favorable solution for FPSO. On March 27, 2015 in the Netherlands, Nordic Trustee ASA petitioned for the bankruptcy of the companies OSX 3 Holding B.V., OSX 3 Holdco B.V. and OSX Leasing Group B.V., all subsidiaries of the Company. The Management of OSX Leasing Group B.V. filed a formal request for a stay of payments to the Dutch court. This request was provisionally accepted by the Court. The purpose of this stay of payments was to allow OSX Leasing Group BV to restructure its debt and/or present a plan to its creditors under the supervision of the Dutch court and of a specific trustee indicated by it. The stay of payments only encompassed the obligations of OSX Leasing Group BV. On July 15, 2015 Nordic Trustee ASA, as Bondholders trustee for bonds issued by OSX 3 Leasing B.V. voted against the permanent approval of the stay of payments previously awarded to OSX Leasing Group B.V., resulting in the latter s bankruptcy. The Company consequently lost control and influence over these businesses. The liquidation of their assets and liabilities is under the supervision of Dutch court and subject to the management of a specific trustee. OSX Brasil S.A. - Under judicial reorganization Nine-month period ended September 30,

22 (In thousands of reais, unless stated otherwise) 1. Reporting entity-continued Corporate Structure The Company has the following corporate structure as at September 30, 2017: As mentioned in Note 1 - History of OSX Leasing Group B.V.'s bankruptcy, the investments in the Offshore companies were written off from the consolidated statements of financial position of OSX Brasil. 2. Presentation of the financial statements (a) Statement of compliance with IFRS and CPC standards The individual and consolidated financial statements for the year ended September 30, 2017 are presented as follows: Individual and consolidated financial statements OSX Brasil S.A. - Under judicial reorganization Nine-month period ended September 30,

23 (In thousands of reais, unless stated otherwise) 2. Presentation of the financial statements--continued (a) Statement of compliance with IFRS and CPC standards--continued The Company's individual and consolidated financial statements were prepared in accordance with international financial reporting standards ( IFRS ) issued by the International Accounting Standards Board ( IASB ) and interpretations issued by the International Financial Reporting Interpretations Committee ( IFRIC ), implemented in Brazil by the Accounting Pronouncements Committee ( CPC ) and the technical interpretations and ( ICPC ) guidelines ( OCPC ), approved by the Brazilian Securities Commission ( CVM ). The statements of value added are being presented as supplementary information for IFRS purposes. b) Basis of measurement The individual and consolidated financial statements have been prepared on the historical cost basis, except for financial instruments measured at fair value through profit and loss / shareholders' equity. c) Functional and presentation currency The Company's individual and consolidated financial statements are presented in Brazilian reais, which is the Company s functional currency. The Company determined that its functional currency is the Brazilian Real and the functional currency of its overseas subsidiaries is the US Dollar, as a result of their income and operating costs. All financial information presented in reais has been rounded off to the nearest thousand, except where specified otherwise. d) Use of judgment and estimates Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected. Judgments, estimates and assumptions are used to measure and recognize certain assets and liabilities in the Company's financial statements. The use of these factors is an inherent and essential condition when preparing the financial statements. These estimates took into account experience from past and current events, assumptions about future events, above all the sale of the company's ventures, and other objective and subjective factors. Significant items subject to these estimates include: appraisal and classification of noncurrent assets held for sale and, by determination of CPC 31 - Noncurrent assets held for sale, was classified as current assets. OSX Brasil S.A. - Under judicial reorganization Nine-month period ended September 30, 2017 (In thousands of reais, unless stated otherwise) 20

24 2. Presentation of the financial statements -Continued d) Use of judgment and estimates--continued In addition to the material event mentioned above, other material events and estimates are as follows: Note 1 - Successful delivery of the Judicial Reorganization Plan. Note 10 Property, plant and equipment/depreciation and realization of assets/impairment. Note 19 Provision for contingencies - estimated gain/loss. Authorization for the issuance of these financial statements was given by the Executive Board meeting held December 31, Company Management affirms that all material information related to the financial information and that alone is being disclosed, which corresponds to that used by it in its management. e) Consolidation procedures As of September 30, 2017 OSX had the following direct and/or indirect subsidiaries: Companies based in the City and State of Rio de Janeiro OSX Construção Naval S.A. - Under judicial reorganization ( OSX Construção Naval ) Founded on July 28, 2009, this company has the core activity of providing construction, repair, assembly, and integration activities and the sale of offshore natural gas and oil exploitation and production units, and the related structures and equipment, to supply the oil and natural gas market in Brazil, in addition to being responsible for the Açu Shipbuilding Yard ( UCN Açu ). This business segment is currently dedicated to leasing areas in Porto do Açu to clients. OSX Serviços Operacionais Ltda. - Under judicial reorganization ( OSX Serviços ) Founded on November 25, 2009 with the core activity of providing maintenance and operations services for marine units involved in oil and gas exploration and production, such as but not limited to fixed production and/or drilling platforms, Floating, Production, Storage and Offloading units and Floating, Storage and Offloading units, in addition to providing engineering services, including consultancy services for basic engineering, detailed engineering, FEED (Front End Engineering Detail) and consultancy services in the equipment sector for oil and gas exploration and production. OSX Brasil S.A. - Under judicial reorganization Nine-month period ended September 30, 2017 (In thousands of reais, unless stated otherwise) 21

25 2. Presentation of the financial statements -Continued e) Consolidation procedures -- Continued OSX Serviços Gerais Ltda. ( OSX Serviços Gerais ) Founded on January 28, 2011, this company has the core activity of providing general and corporate services, including the sharing of human resources and infrastructure in addition to providing surety bonds and other guarantees relating to obligations undertaken by its parent company or other companies under common control. Integra Offshore Ltda. ( Integra ) Founded on July 02, 2012 with the company Mendes Junior Engenharia S.A., this company is engaged in the integration of two FPSO units, that were sent to another shipyard to finish its construction. The Company has a 49% interest in the SPE, meaning it is a noncontrolling shareholder and does not interfere in the management of Integra. Overseas companies OSX GmbH ( OSX GmbH ) Founded on October 22, 2009 through an acquisition of the capital of BVSARANTATRIA BeteiligungsverwaltungGmbH, a company established under the laws of Austria, having its registered office in Austria, which on November 19, 2009 had its name changed to OSX GmbH. The company was incorporated to act as a holding company. This acquisition was not classified as a business combination under CPC 15 and IFRS 3 (Business Combinations) as it involves the acquisition of a company without any assets or liabilities and without a projected cash flow. OSX Asia Management Pte. Ltda. Founded on April 5, 2012 under Asian Law, this company is headquartered in Singapore and is engaged in providing general and corporate services, including sharing human resources and infrastructure. See below the percentage interests held by OSX in its subsidiaries and exclusive funds, which are all consolidated, except for Integra whose income is recognized by the equity income method. OSX Brasil S.A. - Under judicial reorganization 22

26 2. Presentation of the financial statements -Continued e) Consolidation procedures -- Continued Percentage interest 9/30/ /31/2016 Direct subsidiaries OSX Construção Naval - under judicial reorganization 93.33% 93.33% OSX Serviços - under judicial reorganization 99.99% 99.99% OSX Serviços Gerais 99.99% 99.99% OSX GmbH % % Indirect subsidiaries OSX Asia Management Pte. Ltd % % Integra 49.00% 49.00% Description of main consolidation procedures The accounting policies have been consistently applied in all the consolidated companies and are consistent with those used in the previous year. a) Elimination of inter-company asset and liability account balances b) Elimination of intercompany income and expense balances arising from consolidated intercompany transactions. c) The currency alterations in intercompany monetary assets are recognized as exchange variance in profit or loss of the entity reporting the information. d) Elimination of the balances of investments and corresponding interests in the capital and accumulated profits (or losses) of subsidiaries e) Minority interests, which represent the earnings for the period and equity not held by the Company, are presented separately from the consolidated income statement in the equity in the consolidated statement of financial position, separately from the equity attributable to the controlling shareholders. f) Changes to the percent interest in subsidiaries that do not result in loss and/or gain of control are recorded in equity. 23

27 OSX Brasil S.A. - Under judicial reorganization Nine-month period ended September 30, 2017 (In thousands of reais, unless stated otherwise) 2. Presentation of the financial statements -Continued g) New standards, amendments and interpretations of standards that are not yet effective - Continued The following new standards have been issued by the IASB, but are not in force for FY Whilst encouraged by the IASB, the early adoption of standards in Brazil is not permitted by the CVM based on a pronouncement made by the Accounting Pronouncements Committee (CPC). IFRS 9 Financial Instruments addresses the classification, measurement and recognition of financial assets and liabilities. IFRS 9 was issued in November 2009 and October 2010, it replaces sections of IAS 39 relating to the classification and measurement of financial instruments. IFRS 9 requires financial assets to be classified into two categories: measured at fair value and measured at amortized cost. This determination is made upon initial recognition. The classification depends on the entity's business model and the contractual cash flows from financial instruments. In respect of financial liabilities, the standard maintains most of the requirements established by IAS 39. The main change is that in cases where the fair value option is made for financial liabilities, the portion of fair value changes attributable to the entity's credit risk is recognized in other comprehensive income instead of profit or loss, except when this creates an accounting mismatch. The Group is evaluating the overall impact of IFRS 9. The standard is applicable from January 01, IFRS 16 This standard replaces the prior standard on lessor accounting IAS 17/CPC 06 (R1) - Leases, and related interpretations, and specifies how an IFRS reporter will recognize, measure, present and disclose leases for both parties of an agreement, i.e the clients (lessees) and suppliers (lessors). Lessees are required to recognize a lease liability reflecting future payments of the lease and a right of use of an asset for basically all lease agreements, except for certain short-term leases and agreements for low value assets. For the lessors, the accounting treatment basically remains the same with classification of the leases as operating or financial leases, and accounting for those two types of lease agreements in a different manner. The standard is applicable from January 01, Management is evaluating the impacts of its adoption and has not defined the transition method to be used yet. IFRS 15 Revenue from contracts with customers This standard is applicable to annual reporting periods beginning on or after January 01, This new standard has significantly more guidelines and requirements compared with the existing standards and interpretations. In the new standard, revenues shall be recognized taking into consideration the following five criteria that need to: (i) identify the contract; (ii) identify performance obligations; (iii) determine the transaction price; (iv) allocate the transaction price for each performance obligation; and (v) recognize revenue only when each performance obligation is satisfied. The adoption of this new standard may result in many entities modifying the timing and nature of revenue recognition. There are no other IFRS standards or IFRIC interpretations that have not yet come into force which could have a significant impact on the Group's financial statements. 24

28 OSX Brasil S.A. - Under judicial reorganization Nine-month period ended September 30, 2017 (In thousands of reais, unless stated otherwise) 3. Description of significant accounting policies The accounting policies described in detail below were applied consistently to all the years presented in these individual and consolidated financial statements. a) Basis of consolidation (i) Non-controlling interests NCI are measured at their proportionate share of the acquiree s identifiable net assets at the date of acquisition. Changes in the Company's interest in a subsidiary that do not result in a loss of control are accounted for as equity transactions. (ii) Subsidiary The Company controls an entity when it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. The financial statements of subsidiaries are included in the consolidated financial statements from the date that control commences until the date that control ceases. (iii) Loss of control On the loss of control, the Company no longer recognizes the assets and liabilities of the subsidiary, any non-controlling interests and the other components of equity related to the subsidiary. Any resulting gain or loss is recognized in profit or loss. Any interest retained in the former subsidiary is measured at fair value when control is lost. OSX Brasil S.A. - Under judicial reorganization 25

29 3. Summary of significant accounting policies - Continued a) Basis of consolidation - Continued (iv) Investments in equity-accounted investees Associates are those entities in which the Company has significant influence, but not control or joint control, over the financial and operating policies. A joint-venture consists of a contractual arrangement by which the Company has shared control and the right to net assets under the contract arrangement, but no right to the specific assets and liabilities resulting from the arrangement. Company and its subsidiaries have no joint ventures. Investments in associated companies are accounted for under the equity method. They are initially recognized at cost, which includes transaction costs. Subsequent to initial recognition, the individual and consolidated financial statements include the Company's interest in the profit or loss for the year and other comprehensive income of the investee till the date on which the significant influence commences until the date it ceases. (v) Transactions eliminated on consolidation b) Foreign currency Intercompany balances and transactions, and any unrealized income and expenses arising from intercompany transactions, are eliminated. Unrealized gains arising from transactions with equity- accounted investees are eliminated against the investment to the extent of the Company's interest in the investee. Unrealized losses are eliminated in the same way as unrealized gains, but only to the extent that there is no evidence of impairment. (i) Foreign-currency transactions Transactions in foreign currencies are translated to the respective functional currencies of Company's entities at exchange rates at the dates of the transactions Monetary assets and liabilities denominated and determined in foreign currencies at the reporting date are retranslated to the functional currency at the exchange rate at that date. Non-monetary assets and liabilities that are measured at fair value in a foreign currency are retranslated to the functional currency at the exchange rate at the date that the fair value was determined. OSX Brasil S.A. - Under judicial reorganization 26

30 3. Summary of significant accounting policies--continued b) Foreign currency - Continued (ii) Foreign operations The assets and liabilities of foreign operations, including fair value adjustments arising on acquisition, are translated to the Real at exchange rates at the reporting date. The income and expenses of foreign operations are translated to the Real at exchange rates at the dates of the transactions. Foreign currency differences arising on translation to the reporting currency are recognized in other comprehensive income and accrued in equity appraisal adjustments in shareholders' equity. The investees statements of income and cash flow, in a stable economic environment, not in the parent company s functional currency, are translated to Brazilian currency at the average monthly exchange rate; assets and liabilities are translated at the closing rate and other equity items are translated at the historic rate. c) Cash and cash equivalents Represented by highly liquid short-term investments that are readily convertible into a known amount of cash and subject to an insignificant risk of impairment. d) Investments The Company controls all its subsidiaries, as stated in Note 9, and its investments are therefore valued by the equity method. e) Property, plant and equipment (i) Recognition and measurement These are recorded at historical acquisition, formation or construction cost, less accumulated depreciation and impairment. Any gain or loss on disposal of an item of property, plant and equipment is recognized in profit or loss. Borrowing costs directly attributable to the acquisition, construction or production of a fixed asset comprise the cost of this asset, as established by CPC 20 and IAS 23 (Borrowing Costs). The borrowing costs were already being capitalized in accordance with CVM Resolution 193/96, as they are directly attributable to the asset s construction. OSX Brasil S.A. - Under judicial reorganization 27