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«ANNUAL REPORT 2013 Corporate Profile Diana Shipping Inc. (NYSE: DSX) is a global provider of shipping transportation services. We specialize in the ...»

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Corporate Profile

Diana Shipping Inc. (NYSE: DSX) is a global provider of shipping transportation services. We specialize

in the ownership of dry bulk vessels. As of April 2, 2014 our fleet consists of 37 dry bulk vessels

(2 Newcastlemax, 10 Capesize, 3 Post-Panamax, 3 Kamsarmax and 19 Panamax). The company also

expects to take delivery of one new-building Ice Class Panamax dry bulk vessel during the second quarter

of 2014, two new-building Newcastlemax dry bulk vessels and one Kamsarmax dry bulk vessel during the second quarter of 2016. As of the same date, the combined carrying capacity of our fleet, excluding the four vessels not yet delivered, is approximately 4.13 million dwt with a weighted average age of 6.72 years.

Our fleet is managed by our wholly-owned subsidiary Diana Shipping Services S.A. Please visit our manager’s website at www.dianashippingservices.com.

Diana Shipping Inc. also owns approximately 9.3% of the issued and outstanding shares of Diana Containerships Inc. (NASDAQ: DCIX), a global shipping company that currently owns eight container vessels (2 Post-Panamax and 6 Panamax).

Among the distinguishing strengths that we believe provide us with a competitive advantage in the dry

bulk shipping industry are the following:

We own a modern, high quality fleet of dry bulk carriers.

Our fleet includes groups of sister ships, providing operational and scheduling flexibility, as well as cost efficiencies.

We have an experienced management team.

We benefit from the experience and reputation of Diana Shipping Services S.A., our fleet manager.

We benefit from strong relationships with members of the shipping and financial industries.

We have a strong balance sheet and a low level of indebtedness.

Our main objective is to manage and expand our fleet in a manner that will enable us to enhance shareholder value. To accomplish this objective, we intend to pursue highly focused business strategies, including: maintaining a high quality fleet; strategically expanding the size of our fleet; pursuing an appropriate balance of short-term and long-term time charters; maintaining a strong balance sheet;

and maintaining low cost, highly efficient operations. In addition, we intend to capitalize on our reputation for high standards of performance, reliability and safety to establish and maintain relationships with major international charterers and financial institutions.

75,106 Danae Germanischer Lloyd Samho Heavy Industries Co., Ltd.

2001 75,172 Dione Lloyd's Register of Shipping Samho Heavy Industries Co., Ltd.

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To Our Shareholders:

While conditions in the global dry bulk shipping industry remained challenging during 2013, reflecting an uncertain economic climate in many regions and an imbalance of vessel supply and demand, we nonetheless continued to pursue a strategy to position Diana Shipping Inc. for future opportunities and an eventual upturn in the industry shipping cycle.

In particular, we significantly expanded and diversified our fleet. We also strengthened our financial capacity to support long-term growth. And we continued our balanced and prudent approach to chartering, maintaining relationships with well-established, high quality charterers.

Substantial Fleet Expansion. A key achievement of the past year was the significant expansion and diversification of our fleet. During the course of 2013, we took delivery of two Capesize vessels, three Kamsarmax vessels and one Panamax vessel, and a newbuilding Ice Class Panamax vessel was delivered in early 2014. At this writing, we have under construction one newbuilding Ice Class Panamax vessel expected to be delivered during 2014, as well as two newbuilding Newcastlemax vessels and one Kamsarmax vessel expected to be delivered during

2016. Through these actions, we have positioned Diana Shipping Inc. with a young, diversified fleet, which will consist of 41 dry bulk carriers when all the vessels currently under construction are delivered.

We intend to continue to manage the fleet in a prudent manner in order to promote a balance of time charter maturities and produce a predictable revenue stream. At this time, our fixed revenue days are 70% for 2014 and 20% for 2015. Our vessels are chartered with many of what we believe to be the industry’s most established and respected charterers.

Strong Capital Resources. We have continued to maintain one of the strongest balance sheets in our industry. Our cash position at December 31, 2013 was $240.6 million. We strive to operate with a very manageable degree of leverage, with long-term debt (including current portion net of deferred financing costs) being $431.6 million at the end of 2013, compared to stockholders’ equity of nearly $1.3 billion.

4 ANNUAL REPORT 2013 Among the actions taken during the past year to further enhance our financial capacity to support our growth plans, we signed a new term loan facility for up to $30 million with the Ex-Im Bank of China, to be used to partially finance the acquisition cost of two newbuilding Ice Class Panamax dry bulk carriers. Additionally, we obtained a term loan facility of up to $18 million with Deutsche Bank, drawing down the facility to partially finance the acquisition costs of two Kamsarmax dry bulk carriers.

Early in 2014, we obtained a term loan facility of up to $18 million with Commonwealth Bank of Australia, drawing down the facility to partially finance the acquisition cost of two Panamax dry bulk carriers. Additionally, we launched an underwritten public offering of 8.875% Series B Cumulative Redeemable Perpetual Preferred Shares at $25.00 per share. Including the partial exercise of the over-allotment, 2,600,000 preferred shares were issued, raising proceeds of approximately $63.0 million, net of underwriting discount, which will further contribute to our financial flexibility.

2013 Financial Summary. Time charter revenues were $164.0 million for 2013, compared to $220.8 million for 2012 primarily due to reduced time charter rates during the past year, which were partially offset by revenues from the additional vessels that were added to our fleet. The Company reported a net loss for 2013 of $21.2 million, compared to net income for 2012 of $54.6 million.

Charting a Strategic Course. We are continuing to pursue the strategy that has maintained our resiliency and financial flexibility in a challenging industry environment, while

investing in the assets that will generate long-term growth:

We will continue our program of selectively and gradually adding to our fleet when and as appropriate.

We will operate our fleet according to balanced and prudent chartering policies that promote a predictable revenue stream and enable us to sustain profitable operations.

And, we will continue to manage our balance sheet to enhance financial flexibility, provide the capacity to support growth, and maintain an acceptable degree of leverage.

We are proud of our track record of operating Diana Shipping Inc. in a prudent and responsible manner across a range of market cycles. Over the long-term, as a key global economies return to growth mode and a more optimal supply-demand balance is achieved, we believe Diana Shipping Inc. will be well-positioned with a modern, diversified bulk carrier fleet, significant financial resources, and solid relationships with high quality charterers. We will continue to work to merit your interest and support, and remain confident in Diana Shipping Inc.’s ability to deliver shareholder value over the long term.

Sincerely, Simeon Palios

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1934 Date of event requiring this shell company report : Not applicable Commission file number 001-32458

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Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report.

As of December 31, 2013, there were 82,841,370 shares of the registrant’s common stock outstanding Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

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Note-Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.

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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a nonaccelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange

Act. (Check one):

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PART I Item 1. Identity of Directors, Senior Management and Advisers

Item 2. Offer Statistics and Expected Timetable

Item 3. Key Information

Item 4. Information on the Company

Item 4A. Unresolved Staff Comments

Item 5. Operating and Financial Review and Prospects

Item 6. Directors, Senior Management and Employees

Item 7. Major Shareholders and Related Party Transactions

Item 8. Financial information

Item 9. The Offer and Listing

Item 10. Additional Information

Item 11. Quantitative and Qualitative Disclosures about Market Risk

Item 12. Description of Securities Other than Equity Securities


Item 13. Defaults, Dividend Arrearages and Delinquencies

Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds

Item 15. Controls and Procedures

Item 16A. Audit Committee Financial Expert

Item 16B. Code of Ethics

Item 16C. Principal Accountant Fees and Services

Item 16D. Exemptions from the Listing Standards for Audit Committees

Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers.......... 110 Item 16F. Change in Registrant’s Certifying Accountant

Item 16G. Corporate Governance

Item 16H. Mine Safety Disclosure


Item 17. Financial Statements

Item 18. Financial Statements

Item 19. Exhibits

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Diana Shipping Inc., or the Company, desires to take advantage of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and is including this cautionary statement in connection with this safe harbor legislation. This document and any other written or oral statements made by us or on our behalf may include forward-looking statements, which reflect our current views with respect to future events and financial performance. The words “believe”, “except,” “anticipate,” “intends,” “estimate,” “forecast,” “project,” “plan,” “potential,” “may,” “should,” “expect” and similar expressions identify forward-looking statements.

Please note in this annual report, “we”, “us”, “our” and “the Company” all refer to Diana Shipping Inc. and its subsidiaries.

The forward-looking statements in this document are based upon various assumptions, many of which are based, in turn, upon further assumptions, including without limitation, management’s examination of historical operating trends, data contained in our records and other data available from third parties. Although we believe that these assumptions were reasonable when made, because these assumptions are inherently subject to significant uncertainties and contingencies which are difficult or impossible to predict and are beyond our control, we cannot assure you that we will achieve or accomplish these expectations, beliefs or projections.

In addition to these important factors and matters discussed elsewhere herein, important factors that, in our view, could cause actual results to differ materially from those discussed in the forward-looking statements include the strength of world economies, fluctuations in currencies and interest rates, general market conditions, including fluctuations in charter hire rates and vessel values, changes in demand in the dry-bulk shipping industry, changes in the Company’s operating expenses, including bunker prices, crew costs, drydocking and insurance costs, changes in governmental rules and regulations or actions taken by regulatory authorities, potential liability from pending or future litigation, general domestic and international political conditions, potential disruption of shipping routes due to accidents or political events, and other important factors described from time to time in the reports filed by the Company with the Securities and Exchange Commission, or the SEC.

ANNUAL REPORT 2013 9 PART I Item 1. Identity of Directors, Senior Management and Advisers Not Applicable.

Item 2. Offer Statistics and Expected Timetable Not Applicable.

Item 3. Key Information A.

Selected Financial Data The following table sets forth our selected consolidated financial data and other operating data. The selected consolidated financial data in the table as of December 31, 2013, 2012, 2011, 2010 and 2009 are derived from our audited consolidated financial statements and notes thereto which have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). The following data should be read in conjunction with Item 5. “Operating and Financial Review and Prospects”, the consolidated financial statements, related notes and other financial information included elsewhere in this annual report.

–  –  –

(1) Average number of vessels is the number of vessels that constituted our fleet for the relevant period, as measured by the sum of the number of days each vessel was a part of our fleet during the period divided by the number of calendar days in the period.

(2) Ownership days are the aggregate number of days in a period during which each vessel in our fleet has been owned by us. Ownership days are an indicator of the size of our fleet over a period and affect both the amount of revenues and the amount of expenses that we record during a period.

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