1

Earnings Release

OSX – Results Related to the Second Quarter of 2012

Rio de Janeiro, July 26, 2012 – OSX Brasil S.A. (“OSX”; “Company”; BOVESPA: OSXB3) announces today

its results for the second quarter of 2012 (2Q12). The financial and operating information contained below

is presented on a consolidated bases in accordance with the International Financial Reporting Standards

(“IFRS”) issued by the International Accounting Standards Board – IASB.

Message from the Management

“During this quarter, we moved forward in OSX’s main lines of action: construction of UCN Açu, construction of OSX’s and its clients’ offshore fleet, beginning of the Professional Training Program in Shipbuilding carried out jointly by ITN and SENAI-FIRJAN, operation of OSX-1, receipt of ISO 9001, ISO 14001 and OHSAS 18001 certifications for the management system of OSX Serviços, contract with BNDES and CEF for the R$ 2.7 billion financing from FMM, and initiatives to expand our client base. In this sense, we are proud of the recent announcement from Petrobras stating that it has approved OSX for the integration of FPSOs which will be used for the production of Brazilian pre-salt oil,” said Carlos Bellot, Chief Executive Officer of OSX.

Highlights of the second quarter of 2012 and subsequent events:

� EBITDA of R$36.5 million in 1H12

� R$2.7 billion financing from FMM (Merchant Marine Fund) for its Açu Shipbuilding Unit (UCN

Açu) with BNDES and CEF as lending agents

� Production of the first million barrels reached on FPSO OSX-1 for client OGX, with high operating efficiency of 98.5% on average in 2Q12

� Granting of ISO 9001, ISO 14001 and OHSAS 18001 certifications by BSI Brasil, a subsidiary of the British Standards Institution (BSI) for the Integrated Management Systemof OSX Serviços, which is the operator of FPSO OSX-1

� Beginning of classes of the professional training program in shipbuilding at ITN – Institute of Naval Technology (Instituto Tecnológico Naval) carried out in partnership with SENAI/FIRJAN

� Announcement from Petrobras informing that it selected OSX Construção Naval to be contrated for the integration of Replicable FPSOs

2

Earnings Release

OSX BUSINESS UNITS

OSX SHIPBUILDING

The construction of the Açu Shipbuilding Unit (“UCN Açu”) in the Açu Superport Industrial Complex in São

João da Barra, located in northern Rio de Janeiro State, has been progressing according to schedule since

construction began in July of 2011, with partial operation beginning in the first quarter of 2013 and

completion estimated for the second quarter of 2014, according to the anticipated timeline below:

Main achievements in the construction of UCN Açu in 2Q12:

� Advances on the canal dredging, with around 3,000 meters already dredged

� Conclusion of earthworks

� Equipment and systems contracted: steel plate cutting machines, pipe cutting machines, steel

plate pre-treatment system, gantry cranes and overhead cranes, panel lines, shot blasting

machines and press and benders

� Contract for supply and maintenance of the 345kV substation and connection with the transmission

line

� Contract of the Almagesto system, the focus of which is the instrumentalization of the key

shipbuilding processes and systems

UCN SECTIONS READY 2012 2013 2014

SLOT 1 4th QUARTER - -

SLOT 2 - 1st QUARTER -

BEGINNING OF OPERATION OF NORTH AREA - 1st QUARTER -

MODULE ASSEMBLY AREA - 2nd QUARTER -

INDUSTRIAL FACILITIES - 2nd QUARTER -

SLOT 3 - 3rd QUARTER

SLOT 4 - 3rd QUARTER -

DRY DOCK RETRO AREA - 4th QUARTER -

PRE-ASSEMBLY AREA - 4th QUARTER -

SLOT 5 - 4th QUARTER -

COMPLETION OF CONSTRUCTION - - 2nd QUARTER

3

Earnings Release

Aerial view of the construction of UCN Açu’s Industrial Area (June 29, 2012)

Evolution of canal construction

October, 2011 January, 2012 April, 2012 June, 2012

4

Earnings Release

Aerial view of the Canal in July, 2012

Actual sizes of the Canal and Breakwater (July 19, 2012) Aerial view of the canal (July 19,2012)

Breakwater of the Canal

South: 236 meters North: 408 meters

New buildings

Foundations of the building for plate cutting Columns for the steel plate preparation building

5

Earnings Release

Technological Partnership with Hyundai

UCN Açu is a 5th generation shipyard, built and to be operated with technology from our Korean partner

Hyundai Heavy Industries (“HHI”), the world leader in naval construction

For the past almost three years of strategic partnership between OSX and Hyundai, HHI has contributed

with its 40 years of experience in naval construction, aiming to provide OSX with Asian levels of

productivity, with the implementation of efficient processes in the construction and operation of UCN Açu.

In that sense, the company currently counts on eight Hyundai employees in Rio de Janeiro, assisting on

technical inquiries regarding construction design of UCN Açu, as well as in the interface with the HHI team

in Korea, which is dedicated to the conclusion of operating manuals and the preparation for the UCN Açu’s

team training in the HHI’s Korean shipyard.

OSX’s partnership with HHI also includes adopting engineering projects for maritime units already built by

Hyundai in its Korean facilities (as-built design) and the technical assistance from Hyundai during

construction of these units.

This quarter, we contracted additional equipment for UCN Açu with Hyundai, such as the Steel Plate Pre-

treatment System to protect metal surfaces during manufacturing; press & benders to manufacture pipes

and curved surfaces; and the Panel Line to manufacture components (panels) that will form the blocks for

vessel hulls.

HHI Senior Executives on a work-visit to Açu Shipbuilding Unit

6

Earnings Release

ITN – Institute of Naval Technology (Instituto Tecnológico Naval)

In this quarter, we started the first classes of the Professional Training Program in Shipbuilding that ITN –

Institute of Naval Technology (Instituto Tecnológico Naval) is conducting in partnership with

SENAI/FIRJAN, the most important entity for industrial professional training in Latin America.

Of the 3,100 professionals selected for training until 2013, 880 students have begun the 23 free courses

offered in Metal-Mechanics, Electricity, Metallurgy, Automation/Instrumentation, Oil, Automotive

Operation, Construction and Management in São João da Barra and Campos de Goytacazes,. The courses

are free and selected candidates receive a scholarship.

For this Training Program, approximately 20,000 applications were received and approximately 15,000

candidates performed selection tests and approximately 3,100 candidates were selected for the first phase

of the Program.

In addition to these training initiatives, the ITN plans to act in partnership with research institutions in the

technological development of the shipbuilding and offshore operation sectors in Brazil.

First day of class Mobile unit for practical welding classes

First welding class First electrical class

7

Earnings Release

OSX’s Order Book

Currently OSX is managing an order book of 21 units destined for the production of oil and gas in Brazil

which are: 5 FPSOs and 4WHPs for client OGX, 1 PLSV for client Sapura and 11 medium-range tankers for

client Kingfish. During the quarter, OSX maintained its client base expansion and diversification strategy.

In general terms, construction of this fleet of offshore units is within schedule. In this quarter, OSX’s

updated order book is as detailed below:

*delivery at the shipyard (ex-installation)

FPSO: Floating Production Storage Offloading

WHP: Wellhead Platform PLSV: Pipe Laying Support Vessel MR: Medium Range Tanker

Integration of 2 “Replicable” FPSOs for Petrobras: As per Petróleo Brasileiro S.A. – Petrobras’

announcement on 19.07.2012, Petrobras, together with its partners by means of its affiliate Tupi-BV,

approved the contract signature for the construction and integration of replicable FPSO type platforms,

informing that OSX Construção Naval S.A. is among the companies to be contracted for such services and

that the contracts will be signed in the next days. The announcement also mentioned that these platforms

are being built in Brazil for the development of pre-salt projects in the Santos Basin.

On 13.07.2012, OSX Brasil S.A. Board of Directors approved the contract signature with Tupi BV, on

behalf of OSX Construção Naval S.A. (controlled by OSX Brasil S.A.), in partnership with Mendes Junior

Trading e Engenharia S.A., for the construction and integration of 2 Replicable FPSOs with the option of a

third Replicable FPSO, to be built at Açu Shipbuilding Unit.

CLIENT UNIT CAPACITYESTIMATED PRICE

(US$ MM)DELIVERY*

CONSTRUCTION

LOCATION

OSX LEASING

& SERVICES

OGX FPSO OSX-1 80K bopd 610 OK SAMSUNG, KOREA

OGX FPSO OSX-2 100K bopd 775 3Q 2013 KEPPEL, SINGAPORE

OGX FPSO OSX-3 100K bopd 800 3Q 2013 JURONG, SINGAPORE

OGX FPSO OSX-4 OSX, BRAZIL

OGX FPSO OSX-5 OSX, BRAZIL

OGX WHP-1 30 wells 400-450 2Q 2014 TECHINT, BRAZIL

OGX WHP-2 30 wells 400-450 4Q 2013 TECHINT, BRAZIL

OGX WHP-3 OSX, BRAZIL

OGX WHP-4 OSX, BRAZIL

SAPURA PLSV N/A 263 4Q2014 OSX, BRAZIL

KINGFISH 11 MRs N/A 732 2Q 2015- 4Q 2017 OSX, BRAZIL

Expecting Technical Specifications from Client

Expecting Technical Specifications from Client

Expecting Technical Specifications from Client

Expecting Technical Specifications from Client

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8

Earnings Release

OSX LEASING

FPSO OSX-1

� Built by Samsung in Korea and customized in Singapore at the Keppel shipyard

� Chartered by OGX Petróleo e Gás Participações S.A. for a 20-year period

� Operated by OSX Serviços Operacionais Ltda.

� First oil produced on January 31, 2012 for client OGX

� Offloading operations completed (pumping operation of oil stored in the tanks to a shuttle vessel)

FPSO OSX-1 in operation

9

Earnings Release

FPSO OSX-2

� Turn-key Engineering, Procurement, Construction and Installation (EPCI) agreement with Single

Buoy Moorings, Inc. (SBM).

� Agreement value: Approximately US$800 million

� Construction of the vessel, turret and topside modules in progress at the Keppel shipyard in

Singapore

� Main equipment purchase orders have been placed

� Syndicated loan in the amount of US$850 million, with tenor of 12 years and interest rate of LIBOR

+ 4.41 p.a.

� Physical progress: approximately 56%

� Estimated delivery: 3Q13

Main deck undergoing conversion/construction Moonpool lift onboard

Construction of the turret Gas compression module

10

Earnings Release

FPSO OSX-3

� Turn-key Engineering, Procurement, Construction and Installation (EPCI) agreement with Modec

� Agreement value: approximately US$800 million

� Conversion and construction of the hull in progress at the Jurong shipyard in Singapore, with the

final dry docking of the vessel underway

� Main equipment purchase orders have been placed

� Issuance of US$500 million in Senior Secured Bonds (“Bonds") with final maturity in March of 2015

and interest rate of 9.25% p.a.

� Physical progress: approximately 52%

� Estimated delivery of OSX-3: 3Q13

E-HOUSE Pull-in deck of the turret

11

Earnings Release

FPSOs OSX-4 and OSX-5

The “Gemini Star” and “Suhail Star” Very Large Crude Carriers (VLCCs) will be used in the conversion of

the hulls of FPSOs OSX-4 and OSX-5. The Concept Design, Front End Engineering Development (FEED),

and Detailed Design for the Process Plants are following the OSX FLEX Concept. As informed in the

previously mentioned order book, OSX awaits technical specifications from its client OGX regarding

characteristics of these units.

Regarding FPSO OSX-4:

� Basic engineering project concluded

� Generator’s and water injection modules with purchase orders placed

� Remaining main equipment’s and services with purchase orders under negotiation

� Hull survey completed

Hull designated for FPSO OSX-4 Hull designated for FPSO OSX-5

12

Earnings Release

WHP-1 and WHP-2:

� Engineering, Procurement, Construction and Installation (EPCI) agreement with Techint Engenharia

e Construção S.A. for WHP-1 and WHP-2 to be chartered and operated by subsidiaries of OSX to its

client OGX in the Campos Basin. WHP-1 will be connected to FPSO OSX-2 and WHP-2 to FPSO-

OSX-3

� Development of the Basic Project for the jacket and topside by TECHNIP, subcontracted by

TECHINT

� Acquisition from TTS/CAMERON of a Drilling Package Unit (DPU) for each of the Units. Project

underway.

Ceremony of First Welding of WHP 1 and 2 at the Techint site in Pontal do Paraná

WHP-3 and WHP-4: Both WHPs were ordered by client OGX to be chartered and operated by OSX

subsidiaries. WHP-3 will be connected to FPSO OSX-4 and WHP-3 to FPSO-OSX-5. As informed in the

previously mentioned order book, OSX awaits technical specifications from its client OGX regarding

characteristics of these units.

13

Earnings Release

OSX SERVICES:

In July 2012, OSX Serviços Operacionais Ltda., operator of FPSO OSX-1 and the future units of OSX’s

fleet, received Registration Certificates issued by BSI Brasil, affiliated to The British Standards Institution,

certifying that OSX Serviços Operacionais operates:

� Quality Management System in accordance with ISO 9001:2008 requisites

� Environmental Management System in accordance with the requisites of norm ISO 14001:2004

� Safety and Occupational Health Management System in accordance with the BS OHSAS

18001:2007 requisites.

FPSO OSX-1

� Average operating efficiency of 98.5% in 2Q12

� Offloading operations of FPSO OSX-1 to shuttle vessels carried out

� Connection and beginning of operations of OGX's second production well (OGX-68HP)

� First million barrels of production reached

FPSO OSX-1 control room

FPSOs OSX-2 and OSX-3

� Approximately 100 new employees hired to be part of the team that will operate FPSO OSX-2 &

OSX-3

� Beginning of training of this new team for offshore work, distributed in four groups of 24 students

for theoretical and practical classes comprising 4 modules: basic, introductory, specific and

mandatory

14

Earnings Release

Social and Environmental Responsibility

During the last months, in addition to the progress in the implementation of 42 social and environmental

plans, programs and sub-programs in compliance with the conditions of UCN Açu’s Installation License,

OSX:

� Reached the milestone of more than 2 million man-hours of risk exposure at UCN Açu without any

accidents resulting in leave of absence.

� Trained its employees in HSE and Sustainability on the Equator Principles and IFC Environmental

Standards with the aim of advising the implications of the application of the requisites in OSX

projects and the EBX Group projects in general.

� Initiated the Integrated Environmental Education Program, in partnership with LLX, reaching 15

schools in the UCN Açu (São João da Barra) region and involving approximately 1,500 students,

teachers, and employees, in addition to neighboring communities of each school.

� Executed the Açu Traffic Monitoring Program (São João da Barra) in partnership with LLX, by

carrying out the Daily Safety, Environment and Health Dialogue (DDSMS), presentations,

education at schools and punitive (road and safety) blitzes.

� Developed an Action Plan for the elaboration of OSX’s first Sustainability Report (planned for

2013), in accordance with GRI (Global Reporting Initiative) indicators in line with the GRI Report

Committee created by EBX with OSX’s participation.

� Obtained the previously mentioned management system certifications for OSX Serviços

Operacionais pursuant to Norms ISO 9001 (Quality), ISO 14001 (Environment) and OHSAS 18001

(Health and Safety) standards, after the audit carried out by BSI in which there was full

compliance

� Support to the Açu Biodiversity Conservation Program launched by LLX in May of 2012, focusing on

the conservation of restinga ecosystems and of lagoon and marine environments, including by

means of RPPN Caruara (Private Natural Heritage Reserve), the largest private restinga

conservation unit in Brazil, the constitution of which was recognized in July.

15

Earnings Release

FINANCIAL PERFORMANCE

The Management monitors the financial results of the business units separately for decision-making

purposes, as well as for allocation of funds and performance evaluation. The table below shows the

performance of each segment in 1H12:

Shipbuilding: This business unit focuses on construction, assembly and integration of Exploration and

Production (E&P) units. In 1H12, it had a negative EBITDA of R$32.2 million due to its current stage of

implementation in the Açu Superport. G&A was up R$11.1 million in 1H12 as compared to 1H11, due

mainly to expenses with new personnel, training, licensing and expenses related to infrastructure such as

rent, technology and communication.

Leasing: This business unit concentrates the E&P units leased to OSX’s clients in the oil and gas sector by

means of long-term charter agreements. It had positive EBITDA of R$87.3 million as a result of the start

of operation of FPSO OSX-1 under the bare boat charter agreement.

O&M (Operation and Maintenance) Services: This business unit is responsible for operating the E&P

units. It had positive EBITDA of R$5.8 million, up R$1.3 million in 1H12 as compared to the same period

of the previous year, as a result of the current operating stage of FPSO OSX-1. Consequently, the

increase in revenue and costs are related to the vessel’s operation, such as crew, spare parts and

mobilization.

Corporate: This segment includes the information related to OSX Brasil S.A., which is integrated with the

Company's other business units. It had negative EBITDA of R$24.4 million in 1H12. The R$4.8 million

increase in G&A is due to the increase of expenses related to infrastructure such as rent, technology and

communication.

1H12 1H11 1H12 1H11 1H12 1H11 1H12 1H11 1H12 1H11

Gross Revenue - - 103.6 - 104.3 39.5 - - 207.9 39.5 Taxes - - - - (8.3) (4.7) - - (8.3) (4.7) Net Revenue - - 103.6 - 96.0 34.8 - - 199.6 34.8

Cost of goods and/or services - - (13.4) - (82.3) (25.1) - - (95.7) (25.1) Operating Income - - 90.2 - 13.7 9.7 - - 103.9 9.7 G&A (32.2) (21.1) (2.9) (0.5) (7.9) (5.2) (24.4) (19.6) (67.4) (46.4) EBITDA (32.2) (21.1) 87.3 (0.5) 5.8 4.5 (24.4) (19.6) 36.5 (36.7)

Shipbuilding Leasing O&M Services Corporate Consolidated

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Earnings Release

Net Financial Income

Financial Revenue: The R$77.9 million decrease in 1H12 as compared to 1H11 is due to the redemption

of investments in order to honor commitments undertaken by the Company in its Business Plan.

Financial Expenses: The increase in financial expenses refers mostly to the interest on the financing of

FPSO OSX-1. This interest was previously capitalized to FPSO OSX-1 and, with commencement of its

operation, is now recognized in the Company’s financial income.

Derivatives: The effect of the derivatives position on the Company’s income showed a decrease from

1H11 to 1H12, from negative R$69,225 to negative R$7,038, respectively. This is basically due to the

decrease in financial volume of the Company’s derivative transactions in 2012. The decrease in financial

volume occurred because, although the Company has dollar-indexed liabilities, the cash required for

compliance with the short-term obligations was already transferred to subsidiaries abroad and the

Company expects a dollar-indexed debt in relation to funding of the projects, which made it unnecessary

to enter into hedge transactions for protection of the portion of the cash allocated to implementation of

our Business Plan. In 2012, the Company focused its hedge transactions mainly in agreements that had

already been executed and are subject to foreign exchange exposure.

CAPEX

The Company’s main investments in property, plant and equipment (CAPEX) in 2012 refer to the offshore

units that will be chartered to OGX. Taking into account the construction costs, OSX’s main investments in

2012 were:

FPSO OSX-2: in 1H12, US$151.1 million were invested, related mostly to the agreement with SBM

Offshore. This asset is recorded in the balance sheet at US$592.2 million (as of June 30, 2012).

Financial Income (in R$ million) 1H12 1H11 Variation

Financial revenue 32.0 109.9 (77.9)

Financial expense (31.1) (1.7) (29.4)

Derivatives (7.0) (69.2) 62.2

Exchange rate variation (1.0) (1.6) 0.6

Total (7.1) 37.4 (44.5)

17

Earnings Release

FPSO OSX-3: in 1H12, US$268.3 million were invested, related mostly to the payment of seven

installments under the EPCI agreement with Modec Inc. This asset is recorded in the balance sheet at

US$467.6 million (as of June 30, 2012).

FPSOs OSX-4 and OSX-5: in 1H12, US$21.6 million were invested, related mostly to the agreements

signed with the CKE Consortium (Chemtech, Kromav and Exactum), Wärtsilä Finland Oy (generation

system for FPSO OSX-4) and Siemens Ltda. These assets are recorded in the balance sheet at US$100.5

million (as of June 30, 2012).

WHPs-1 &2: in 1H12, US$175.3 million were invested in the engineering projects and initial work related

to the two wellhead platforms and related costs under agreements with Techint, Technip and TTS Energy.

The platforms are recorded in the balance sheet at a total amount of US$219.1 million (as of June 30,

2012).

Cash and Cash Equivalents The consolidated cash position of the Company and its subsidiaries on June 30, 2012 was R$1.9 billion,

compared to R$1.4 billion on March 31, 2012.

Marketable securities consist mainly of funds invested in an exclusive mutual fund managed by Bradesco

Asset Management and backed by federal government bonds and private bonds (Debentures and

Certificates of Deposit – “CDs”) issued by first rate financial institutions, all of which have post-fixed rates

and average yields equal to 102.3% of the DI CETIP (“CDI”).

The Company's policy is to eliminate the cash risk related to foreign exchange rate variation. Therefore,

although the Company had dollar-indexed obligations as of June 30, 2012, there is no net exposure to

this currency since the cash required to meet material obligations has already been transferred to

subsidiaries abroad. Furthermore, new dollar-indexed debt is expected in relation to project funding. The

operating revenue, which is dollar-indexed, represents a natural hedge of the amortization schedule.

With the purpose of protecting the Company against exposure to the Euro resulting from a procurement

order with supplier Wartsilla for supply of the main motor generation system for FPSO OSX-4 in the

amount of €43.2 million, in February of 2012 the Company hedged this exposure. On June 30, 2012, the

Company had a hedge position of €36.72 million (equivalent to US$48.1 million).

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Earnings Release

Debt

On June 30, 2012, the Company’s consolidated indebtedness was R$4.316 billion, with R$880.5 million

relative to the shipyard, R$734.7 million relative to FPSO OSX-1, R$1.383 billion in a loan relative to OSX-

2 and R$1.013 billion relative to FPSO OSX-3.

FPSO OSX-1: On November 30, 2011, the Company received a disbursement of US$100.00 million that

refers to the second and last installment of the long-term financing obtained for FPSO OSX-1 in the total

amount of US$420.00 million (term of 8.5 years at LIBOR + 4.25% p.a.) from a bank syndicate led by

DVB Group Merchant Bank (Asia) Ltd. The first disbursement, in the amount of US$320.0 million,

occurred on November 30, 2012. To protect against interest rate fluctuation risks (3-month LIBOR)

associated with the amortization schedule of the long-term financing of FPSO OSX-1, the Company

contracted a hedge operation with HSBC and fixed all the LIBOR exposure at an average rate of 1.91%

p.a. In March of 2012, a US$50 million loan was taken out with Credit Suisse First Boston, which is

guaranteed by the dividend flow of OSX-1 Leasing. This loan was taken out by OSX Leasing Group and

increases the leverage of the OSX-1 project.

FPSO OSX-2: In May of 2012, US$428.3 million relative to the first tranche of the long-term financing in

the total amount of US$850.0 million for FPSO OSX-2 was disbursed. The financing agreement was signed

in October of 2011 with a syndicate of international banks led by Itaú BBA, ING and Santander, with a 12

year payment term at an average rate of LIBOR + 4.41% p.a. for investment in the construction and

installation of FPSO OSX-2. The other financial institutions that comprise the syndicate are: HSBC,

Citibank, ABN Amro Bank, Banco do Brasil, NIBC and DnB. This credit line will be disbursed throughout

2012 and 2013.

FPSO OSX-3: On March 20, 2012, subsidiary OSX-3 raised US$500 million with the international issue of

Senior Secured Bonds (“Bonds”), the net revenues of which will be used in the construction of FPSO OSX-

3.

The financial terms of the bonds provide for financial maturity in March of 2015 and interest rate of 9.25%

p.a. payable quarterly. OSX-3 will have a call option exercisable between 15 and 24 months from the date

of issuance at 103% of the face value or between 24 and 36 months at 102% of the face value. Pareto

Securities acted as global coordinator, Joint Lead Manager and Bookrunner in the issuance of the bonds,

with DNB Markets as Joint Lead Manager and Bookrunner.

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Earnings Release

Shipbuilding Unit:

In June, 2012, OSX Construção Naval entered into contracts with lending agents BNDES – National

Development Bank and CEF - Caixa Econômica Federal for financing with resources from the FMM -

Merchant Marine Fund, in the approximate amount of R$ 1.35 billion each, totaling approximately R$ 2.7

billion. This is the most important credit line available to the Brazilian naval industry and this R$2.7 billion

financing is dedicated to the implementation of UCN Açu, the largest shipyard of the Americas.

The loan has 252-month tenure (21 years) for both Financial Institutions, with a 42/36-month grace

period for amortization of principal and 36/30-month grace period for payment of interest to BNDES and

CEF, respectively. The expected average interest rate is US$ + 3.38% p.a., paid monthly with the

amortization of principal after the grace period.

The priority funding contracted by OSX with BNDES and CEF was approved by The Board of Directors of

the Merchant Marine Fund in June 2011. On 28/12/2011 we obtained a R$427.8 million (equivalent to

US$227.96 million) bridge loan from the BNDES related to the Merchant Marine Fund (“FMM”) financing

with an 18 month tenure, with principal and interest payable upon final maturity or upon first

disbursement of the FMM financing. In April of 2012, we obtained a R$400 million bridge loan from Caixa

Econômica Federal related to the FMM financing, with an 18-month payment term, principal and interest

payable upon final maturity or the first disbursement of the FMM financing. Both bridge loans are backed

by bank guarantee letters issued by Banco Votorantim and Banco Santander, respectively.

20

Earnings Release

OSX Brasil S.A.

Income Statement 1H2012 1H2011 1Q2012 1Q2011

Revenue from sale of goods and/or services 199,628 34,843 93,965 25,350

Cost of goods and/or services sold (120,136) (25,137) (52,272) (18,737)

Gross Income 79,492 9,706 41,693 6,613

Operating revenues (expenses)

General and administrative (57,647) (43,393) (32,545) (21,941)

Expenses related to stock options granted (25,489) (32,937) (12,175) (9,436)

Implementation expenses (11,923) (3,349) (8,034) (1,472)

Other operating expenses - (25) - -

(95,059) (79,704) (52,754) (32,849)

Earnings before financial income and taxes (15,567) (69,998) (11,061) (26,236)

Financial income

Financial revenue 32,031 109,978 14,288 54,490

Financial expense (31,140) (1,678) (19,573) (1,286)

Derivatives (7,038) (69,225) (5,327) (37,430)

Exchange rate vairation, net (918) (1,640) (123) (963)

(7,065) 37,435 (10,735) 14,811

Earnings before income tax (22,632) (32,563) (21,796) (11,425)

Income tax and social contribution - current (4) (7,787) 1,660 (7,121)

Income tax and social contribution - deferred 26,533 7,506 13,820 7,597

Profit (loss) for the period 3,897 (32,844) (6,316) (10,949)

Attributed to the non-controll ing shareholders: (1,475) (116) (1,188) 94

Attributed to the controll ing shareholder: 5,372 (32,728) (5,128) (11,043)

Information in IFRS – in thousands of reais - Consolidated

Composition of Consolidated EBITDA (R$ million) 1H2012 1H2011 2Q2012 2Q2011

Net Profit 5.4 (32.7) (5.1) (11.0)

Financial income, net (7.1) 37.4 (10.7) 14.8

Income tax and social contribution 26.5 (0.3) 15.5 0.4

Expenses related to stock options granted (25.5) (32.9) (12.2) (9.4)

Depreciation and amortization (26.5) (0.3) (14.0) (0.2)

Participation of non-controll ing shareholders 1.5 0.1 1.2 (0.1)

EBITDA 36.5 (36.7) 15.1 (16.5)

21

Earnings Release

OSX Brasil S.A.

Information in IFRS – in thousands of reais - Consolidated

Assets 30/06/2012 31/12/2011

Total Assets 7,673,872 4,448,401

Current Assets 2,390,417 1,315,810 Cash and cash equivalents 1,931,255 1,034,008

Clients 160,444 84,779

Various advances 65,514 4,416

Inventory 12,119 6,208

Tax credits to recover 74,790 69,745

Prepaid expenses 72,788 43,096

Non-current assets for sale 73,507 73,504

Derivatives - 54

Non-current assets 5,283,455 3,132,591 Linked deposit 62,869 48,687

Deferred income tax and social contribution 99,820 46,195

Other accounts receivable 2,316 1,516

Property, plant and equipment 5,118,450 3,036,193

Derivative instruments -

Liabilities + Shareholders' Equity 30/06/2012 31/12/2011

Total Liabilities 7,673,872 4,448,401

Current Liabilities 1,254,902 676,601

Payroll obligations 51,610 52,075

Suppliers 102,509 340,737

Tax obligations 18,102 18,783

Loans and financing 775,112 111,864

(-) Cost in obtaining loans (2,278) (2,142)

Related parties 4,557 7,359

Advances from clients 281,213 139,385

Derivatives 24,077 8,540 Non-current Liabilities 3,579,228 1,071,493

Loans and financing 3,541,443 1,052,633

(-) cost in obtaining loans (40,992) (7,967)

Derivatives 78,777 26,827 Shareholders' Equity

Capital 2,514,994 2,514,223

(-) cost of issuing shares (81,057) (81,057)

Stock options granted 175,601 150,112

Accrued conversion adjustments 322,840 166,086

Equity valuation adjustments (65,430) (17,954)

Accrued losses (98,757) (104,129)

Attributed to the equity stake of the controll ing shareholder 2,768,191 2,627,281

Attributed to the equity stake of the non-controll ing shareholder 71,551 73,026

Total Shareholders' Equity 2,839,742 2,700,307

Balance Sheet

22

Earnings Release

Conference Call Information:

Friday, July 27 at 12 P.M. (Brasília); 11 A.M. EDT

Dial-in Brazil: +55 11 4688-6341

Toll-free USA +1 888 700-0802

Dial-in USA +1 786 924-6977

Password for connection in Portuguese: OSX

Password for connection in English: OSX

Webcast in Portuguese: www.ccall.com.br/osx/2t12.htm

Webcast in English: www.ccall.com.br/osx/2q12.htm

The conference call will be conducted in English with simultaneous translation into Portuguese.

Contact OSX

Investor Relations:

João Borges

Gustavo Trindade

+55 21 2555-9239

ri@osx.com.br

Media Relations:

Roberta Brandão

Simone Barros

+55 21 2555-5221

simone.barros@osx.com.br

23

Earnings Release

ABOUT OSX

OSX is a Brazilian publicly held company which provides solutions for the offshore oil industry by means of integrated

operations in shipbuilding, leasing of exploration and production (E&P) units, and operation and maintenance (O&M)

services. Currently, OSX is managing a broad and diversified order book of FPSOs, fixed platforms, supply vessel´s

and medium-range tankers. The Açu Shipbuilding Complex – (“UCN Açu”), which will be the largest Shipbuilding Unit

in the Americas, is under construction since July 2011 at the Açu Superport Industrial Complex, located in the São

João da Barra Industrial District, with technology from its partner Hyundai Heavy Industries, the global leader in naval

construction. For the implementation of its projects, OSX has already obtained more than US$ 4.5 billion in funding

from the financial and capital markets via its IPO, financing and senior secured bonds in the international markets.

OSX is a part of the EBX Group, a corporate conglomerate founded and headed by Brazilian entrepreneur Eike Batista,

who has a proven track record of successfully developing new ventures in the fields of natural resources and

infrastructure, with the highest technology and sustainability standards. For more information, please visit:

www.osx.com.br/ri.

Disclaimer

This document contains statements and information about the Company that reflect the current views and/or

expectations of the Company and its management with regard to its business plan. These include all statements

containing forecasts and projections that indicate or imply future results, performance or achievements, which may

include such words at "believe," “predict,” “expect,” “contemplate,” “will probably result,” or any other words or

expressions of similar meaning. Such statements are subject to a series of risks, uncertainties and assumptions.

Readers are warned that several important factors may lead actual results to significantly diverge from the plans,

targets, expectations, estimates and intentions expressed herein. Under no circumstances shall the Company or its

directors, officers, representatives or employees to be liable to any third parties (including investors) should they

make decisions, investments or business acts based on information and statements presented herein, nor shall the

Company be liable for any indirect damages, loss of profit, or similar consequences thereof. The Company does not

indent to provide shareholders with any revised versions of the statements or analysis of differences between the

statements and actual results. Investors should thoroughly analyze OSX’s prospectus, including the risk factors

identified therein. This presentation does not contain all the necessary information for a complete investment

assessment on the Company. Investors shall produce their own assessments, including the associated risks, before

making an investment decision.