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Overseas Shipholding Group Reports Third Quarter and Year-to-Date 2009 Results

Mon Nov 2, 2009 6:45am EST
http://www.businesswire.com/news/home/20091102005382/en

Highlights

* Third quarter TCE revenues were $207.3 million, down from $434.7 million in
the year ago period driven by declines in spot rates across all international
flag segments 
* Net loss attributable to the Company was $19.6 million or $0.73 per diluted
share compared with net income attributable to the Company of $197.8 million, or
$6.69 per diluted share in the same period a year ago 
* Cost cutting efforts and the redelivery of 13 vessels quarter-over-quarter
resulted in significant reductions in G&A and vessel expenses, down 13% and 16%,
respectively 
* Cash and short-term deposit balances increased, liquidity increased and
commitments on construction contracts decreased, all compared with June 30, 2009
levels 
* New $389 million secured financing facility to finance/refinance five vessels
constructed in China

NEW YORK--(Business Wire)--
Overseas Shipholding Group, Inc. (NYSE: OSG), a market leader in providing
energy transportation services, today reported results for the third quarter and
nine months ended September 30, 2009. 

For the quarter ended September 30, 2009, the Company reported time charter
equivalent (TCE1) revenues of $207.3 million, a 52% decline from $434.7 million
in 2008. The decline in TCE revenues was due to lower daily TCE rates earned by
all of the Company`s international flag vessel classes, coupled with a 734 day
decrease in revenue days. Average daily TCE rates earned by the Company`s
international crude oil tankers declined 65% to $21,204 per day and
international product carriers declined 34% to $16,242 per day. The decrease in
revenue days was predominantly due to the redelivery of a net 13 vessels
quarter-over-quarter. Net loss attributable to the Company (Loss2) was $19.6
million, or $0.73 per diluted share, compared with net income attributable to
the Company (Earnings2) of $197.8 million, or $6.69 per diluted share, in the
same period a year ago. Special Items, which included vessel write-downs,
totaled $6.7 million, or $0.25 per diluted share, reduced the Loss in the third
quarter of 2009 (see Special Items later in this press release), compared with
Special Items that totaled $54.9 million, or $2.22 per diluted share, that
increased Earnings in the same period a year ago. Period-over-period diluted EPS
reflects the Company`s repurchase of 6% of total shares outstanding since
September 30, 2008. 

Morten Arntzen, President and CEO, said, "As expected, we faced very tough
market conditions during the third quarter. Year-over-year contractions in
global oil demand and oil production, notably by Saudi Arabia, were exacerbated
by continued poor refining environments. New tanker deliveries year-to-date
increased vessel supply, which was partially offset by slippage in the tanker
orderbook and by use of tankers for storage of both crude oil and refined
petroleum products. These elements combined to drive shipping rates down
significantly, at times into negative territory. While our quarterly financial
results were disappointing on an absolute basis, our relative commercial
performance was positive as we again outperformed average rates in the period.
We continue to stay focused on tightening our belts with significant
quarter-over-quarter reductions in G&A, charter-hire and vessel expenses." 

Arntzen concluded, "Although the near-term tanker market looks challenging, our
diversified portfolio of modern assets, book of term business, fortress balance
sheet and conservative financial management ensures that we will weather this
storm and be better positioned than our competitors to benefit from a rebound in
the tanker markets." 

For the nine months ended September 30, 2009, the Company reported TCE revenues
of $748.5 million, a 37% decrease from $1.2 billion in 2008. The year-over-year
decline in TCE revenues was due to lower TCE rates earned across all
international flag vessel classes. Earnings for the first nine months were $93.3
million, or $3.47 per diluted share, compared with Earnings of $397.2 million,
or $12.99 per diluted share, a year ago. Earnings in the first nine months of
2009 included Special Items that increased Earnings by $100.5 million, or $3.74
per diluted share, compared with Special Items that totaled $39.5 million, or
$1.77 per share, that increased Earnings in the same period a year earlier. 

The Company`s U.S. Flag fleet includes four single hull product carriers with
limited remaining useful lives (two are to be phased out in 2012 and two in
2013) and one 1977-built double hull tanker with a less efficient gas turbine
engine. As a result of negative market factors and current recessionary economic
conditions, OSG has put three of its four single hull product carriers in lay up
for varying amounts of time in 2009 and has evaluated future employment
opportunities for the Overseas Diligence, the above mentioned 1977-built tanker,
after it completes its service in lightering, which is expected to occur in the
first half of 2010. The Company was recently informed that the time charter for
the Overseas Philadelphia, a single hull vessel, will be not be extended beyond
its current expiry in January 2010. This vessel is required to be phased out by
May 2012 and its next special survey is scheduled to occur in the first half of
2010. Accordingly, the Company recorded a charge of $12.5 million to write-down
the carrying amount of the Overseas Diligence and Overseas Philadelphia to their
estimated fair values as of September 30, 2009. 

Segment Information

TCE revenues in the third quarter of 2009 for the Crude Oil segment were $99.8
million, a decline of $195.3 million, or 66%, from $295.1 million in the same
period of 2008. The decrease was principally due to dramatically lower average
spot rates earned across all vessel classes. TCE revenues for the Product
Carrier segment were $46.0 million, a decline of $34.6 million, or 43%, from
$80.6 million in the year earlier period. The decrease was due to lower average
spot rates earned by the LR1s and the medium-range (MR) product carriers and a
decrease in revenue days attributable to the redelivery of 13 single hull MRs
after September 30, 2008. TCE revenue for the U.S. Flag segment were $59.5
million, an increase of $4.9 million, or 9%, from $54.6 million in the same
quarter last year. The increase was principally due to higher time charter rates
on charter agreements executed in 2006 for three newbuild product carriers that
delivered subsequent to June 30, 2008, partially offset by an increase in
out-of-service days attributable to the lay up of four U.S. Flag vessels for all
or part of the third quarter. For more detail, see Spot and Fixed TCE Rates
Achieved and Revenue Days later in the press release. 

Additional Detail on Quarterly Results

Total operating expenses before Special Items further described below, declined
15%, or $45.8 million, to $265.7 million compared with $311.5 million in the
corresponding quarter in 2008. Period-over-period changes included:

* Vessel expenses decreased to $66.7 million, or 16%, from $79.4 million
principally due to the timing of delivery of stores and spares, reductions in
repairs, a reduction in costs related to a fixed rate technical management
agreement with DHT Maritime, Inc. (that was renegotiated in early 2009), the
redelivery of 13 older product carriers, and reduced levels of expenses for U.S.
Flag vessels in lay up during the third quarter; 
* Charter hire expenses were $93.5 million, a 19% decrease from $115.3 million,
principally due to lower profit share due to owners; 
* Depreciation and amortization was $41.0 million, a 12% decline from $46.4
million, principally due to two U.S. Flag vessels being classified as held for
sale (for which depreciation ceased) and the redelivery of 13 single hull MR
product carriers subsequent to September 30, 2008; and 
* G&A expenses decreased 13% to $28.3 million from $32.4 million. Lower G&A was
due to Companywide cost control efforts that included reductions in compensation
and benefits paid to shoreside staff and lower consulting, legal, travel and
entertainment and other discretionary expenditures. In addition, the Company
incurred $1.7 million of expenses associated with the expected tender offer for
OSG America L.P. in the current quarter.

Special Items

Other items that increased reported results in the third quarter of 2009
aggregated $6.7 million, or $0.25 per share, and included:

* $13.3 million gain on vessel sale, or $0.50 per diluted share, resulting
principally from the termination of a time charter-in contract due to the vessel
owner`s breach of the underlying charter party agreement. OSG redelivered the
VLCC four years earlier than planned and reversed the unamortized balance of the
deferred gain that arose from the 2006 sale leaseback transaction; 
* $12.5 million, or $0.36 per diluted share, associated with the write-down of
two U.S. Flag tankers, the Overseas Philadelphia and Overseas Diligence; 
* $5.1 million, or $0.19 per diluted share, benefit related to the reversal of
previously recorded shipyard contract termination charges; 
* $1.7 million, or $0.05 per diluted share, related to costs associated with
OSG`s expected tender offer for OSG America L.P.; and 
* $0.7 million, or $0.03 per diluted share, related to a negative change in the
mark-to-market balance of unrealized freight derivative positions.

For a detailed schedule of these special items in the current, year-to-date and
corresponding historical periods, see "Reconciling Information," which is posted
in Webcasts and Presentations in the Investor Relations section of www.osg.com. 

Liquidity and Other Key Metrics

Liquidity and Credit Metrics as of September 30, 2009 were:

* Cash and short-term investment balances (which consist of time deposits with
maturities greater than 90 days) were $633 million, up from $571 million in June
2009; 
* Total debt was $1.6 billion, up from $1.4 billion as of December 31, 2008 due
to borrowings under the company`s new CEXIM credit facility, discussed further
below; 
* Availability under the Company`s secured and unsecured credit facilities
totaled $1.2 billion, up from $1.1 billion in June 2009; 
* Net debt was $918.7 million at September 30, 2009; 
* Liquidity3, including undrawn bank facilities, was approximately $1.9 billion
and liquidity-adjusted debt to capital4 was 32.1%, a decrease from 35.5% as of
December 31, 2008, adjusted to reflect the reclassification of the
noncontrolling interest to equity in accordance with accounting guidance that
became effective in 2009; 
* Total equity was $1.9 billion; 
* Construction contract commitments were $495 million, a decrease of $140
million from June 2009 levels; and 
* Principal repayment obligations are less than $38 million per annum through
2011.

Fixed Revenue - Aggregate future revenues associated with noncancelable time
charters as of September 30, 2009, totaled $859.6 million, down from $1.1
billion at September 30, 2008. Fixed revenue for the balance of 2009 totaled
$79.7 million and includes $75.9 million of time charter revenues and $3.9
million from time charters entered into by certain of the Company`s commercial
pools. The Company`s level of fixed revenue, expected cash generated from
operations and current debt capacity well exceed its lease, debt, capital and
other operating commitments for the remainder of 2009 and for 2010. 

Quarterly Dividend Announced - On September 16, 2009, the Board declared a
quarterly dividend of $0.4375 per share to stockholders of record on November 9,
2009, payable on November 24, 2009. 

Quarterly Events and Other Activities

New Credit Facility - During the quarter, OSG entered into a $389 million,
12-year secured facility with The Export-Import Bank of China, borrowings under
which three VLCC and two Aframax crude oil tankers constructed in China are
financed. During September, the Company borrowed $299 million on the facility. 

Update on Tender Offer for OSG America L.P. - On September 24, 2009, OSG
announced an increase in the price it will offer to pay for all of the
outstanding publicly held common units of OSG America L.P. (OSG America; NYSE:
OSP) to $10.25 in cash per unit. The tender offer is expected to commence the
first week of November after all necessary documentation is completed. 

Delivery of FSO Vessels Delayed - Delivery to Maersk Oil Qatar AS (MOQ) under
service contracts of the FSO Africa and FSO Asia, two ULCCs being converted to
Floating Storage and Offloading (FSO) service vessels, has been delayed. The
vessels are owned by joint ventures in which OSG and Euronav N.V. (Euronext
Brussels: EURN) each has a 50% interest. The joint venture owner of the FSO Asia
has notified MOQ that the FSO Asia will begin providing FSO services on November
11, 2009, before the November 19, 2009 cancellation date after which MOQ has the
right to terminate both the FSO Asia and the FSO Africa service contracts. The
FSO Africa is expected to deliver to MOQ in the first two months of 2010. Under
the terms of the service contracts, if the conversion of the FSO Africa is not
completed and the FSO Africa does not begin providing FSO services to MOQ by
January 19, 2010 (the "Africa Cancellation Date"), MOQ has the right to
terminate both the FSO Africa and the FSO Asia service contracts. It is
uncertain whether the conversion of the FSO Africa will be completed and the
vessel will be able to begin providing FSO services to MOQ by the Africa
Cancellation Date. MOQ has notified the joint venture partners that MOQ reserves
all of its rights if the FSO Africa does not begin providing services by the
Africa Cancellation Date. 

Management believes that both the FSO Asia and the FSO Africa are critical to
MOQ`s multi-billion dollar expansion on the Al Shaheen field and that MOQ is
unlikely to exercise its rights to terminate either or both of the service
contracts if the FSO Africa does not begin providing FSO services by the Africa
Cancellation Date. However, no assurance can be given that the FSO Africa will
begin providing FSO services by the Africa Cancellation Date, or that in any
such event, MOQ will not exercise its rights to terminate either or both service
contracts or request changes to contract terms. 

Crude Oil

* Two bareboat chartered-in Panamaxes redelivered, the Overseas Cleliamar and
Overseas Polys, on August 21, 2009 and September 25, 2009, respectively. 
* The Ardenne Venture, a time-chartered-in VLCC, redelivered September 8, 2009. 
* The time charter-in contract of the Samho Crown was terminated on September
10, 2009.

Products

* During the quarter OSG purchased the Overseas Skopelos, a 50,000 dwt MR
product carrier. The high specification IMO III vessel is the Company`s first
owned newbuilding MR delivery in five years and marks the beginning of OSG`s
strategic MR fleet renewal program allowing the Company to continue to service
its customers following the re-delivery of 13 single hull tankers in the last 12
months. The vessel is expected to deliver during the first week of November
2009. 
* A single hull MR product carrier, Overseas Jamar, redelivered on August 8,
2009. Five other single hull MR product carriers, the Overseas Athens, Overseas
Ermar, Overseas Fulmar, Overseas Allenmar and Overseas Primar, redelivered in
July. OSG`s remaining international flag product carrier fleet is now fully
double hull. 
* The Atlantic Pisces delivered on July 20, 2009. The vessel, a 47,000 dwt MR
product carrier, has been time chartered-in for 10 years.

Spot and Fixed TCE Rates Achieved and Revenue Days

The following tables provide a breakdown of TCE rates achieved for the three
months ended September 30, 2009 for the International Crude Oil and Product
Carrier segments between spot and fixed charter rates and the related revenue
days. The Company has entered into FFAs and related bunker swaps as hedges for
reducing the volatility of earnings from operating the Company`s VLCCs in the
spot market. These derivative instruments seek to create synthetic time
charters. The impact of these derivatives, which qualify for hedge accounting
treatment, are reported together with time charters entered in the physical
market under "Fixed Earnings." The information in these tables is based in part
on information provided by the pools or commercial joint ventures in which the
segment`s vessels participate. 

Revenue days in the quarter ended September 30, 2009 totaled 9,238 compared with
9,972 in the same period a year earlier. A summary fleet list by vessel class
can be found later in this press release. 

1 See Appendix 1 for reconciliation of TCE revenues to shipping revenues and
EBITDA to Earnings, which are non-GAAP measures 

2 Effective January 1, 2009, OSG adopted an accounting standard that changed the
accounting and reporting for minority interests, which will be recharacterized
as noncontrolling interests and classified as a component of equity. The new
standard required retrospective adoption of the presentation and disclosure
requirements for existing minority interests. All other requirements of the new
standard will be applied prospectively. The adoption of the new standard did not
have a material impact on the Company`s financial statements. References to
Results, Earnings or Loss refers to Net Income / (Loss) attributable to Overseas
Shipholding Group, Inc. 

3 Liquidity is defined as cash plus short-term investments plus Capital
Construction Fund plus availability under the Company`s secured and unsecured
credit facilities. 

4 Liquidity-adjusted debt is defined as long-term debt reduced by cash,
short-term investments and the Capital Construction Fund.

                                               Three Months Ended Sep. 30, 2009                                Three Months Ended Sep. 30, 2008                              
                                               Spot Earnings           Fixed Earnings           Total      Spot Earnings           Fixed Earnings           Total    
 Business Unit - Crude Oil                                                                                                                                           
 VLCC1                                                                                                                                                               
 Average TCE Rate                              $22,977                 $38,920                             $113,358                $77,945                           
 Number of Revenue Days                        436                     890                      1,326      1,035                   435                      1,470    
 Suezmax                                                                                                                                                             
 Average TCE Rate                              $14,000                 $ -                                 $55,716                 $ -                               
 Number of Revenue Days                        206                     -                        206        199                     -                        199      
 Aframax                                                                                                                                                             
 Average TCE Rate                              $9,266                  $30,972                             $52,803                 $31,962                           
 Number of Revenue Days                        920                     313                      1,233      845                     383                      1,228    
 Aframax - Lightering                                                                                                                                                
 Average TCE Rate                              $17,844                 $ -                                 $29,598                 $ -                               
 Number of Revenue Days                        890                     -                        890        649                     -                        649      
 Panamax2                                                                                                                                                            
 Average TCE Rate                              $14,298                 $24,940                             $39,225                 $26,554                           
 Number of Revenue Days                        592                     368                      960        659                     460                      1,119    
 Other Crude Oil Revenue Days                  92                      -                        92         180                     -                        180      
 Total Crude Oil Revenue Days                  3,136                   1,571                    4,707      3,567                   1,278                    4,845    
 Business Unit - Refined Petroleum Products                                                                                                                          
 Aframax (LR2)                                                                                                                                                       
 Average TCE Rate                              $ -                     $17,046                             $ -                     $ -                               
 Number of Revenue Days                        -                       92                       92         -                       -                        -        
 Panamax (LR1)                                                                                                                                                       
 Average TCE Rate                              $14,813                 $ -                                 $40,507                 $18,566                           
 Number of Revenue Days                        364                     -                        364        184                     184                      368      
 Handysize (MR)                                                                                                                                                      
 Average TCE Rate                              $11,766                 $22,333                             $31,412                 $20,250                           
 Number of Revenue Days                        1,279                   1,095                    2,374      1,023                   1,900                    2,923    
 Total Refined Pet. Products Rev. Days         1,643                   1,187                    2,830      1,207                   2,084                    3,291    
 Business Unit - U.S. Flag                                                                                                                                           
 Number of Revenue Days                        691                     918                      1,609      718                     964                      1,682    
 Other - Number of Revenue Days                -                       92                       92         -                       154                      154      
 TOTAL REVENUE DAYS                            5,470                   3,768                    9,238      5,492                   4,480                    9,972    


1Excludes ULCCs.The revenue days for the ULCCs are included in Other Crude Oil.

2Includes one vessel performing a bareboat charter-out during the three months
ended September 30, 2009 and 2008.

 Consolidated Statements of Operations                                                                                                                                                 
                                                                                                                                                                                   
 ($ in thousands, except per share amounts)                                      Three Months Ended                                Nine Months Ended                               
                                                                                 Sep. 30,                  Sep. 30,              Sep. 30,                  Sep. 30,            
                                                                                 2009                      2008                  2009                      2008                
 Shipping Revenues:                                                                                                                                                            
 Pool revenues                                                                   $78,352                  $277,782             $320,195                 $727,246           
 Time and bareboat charter revenues                                              79,289                   92,702               250,632                  275,563            
 Voyage charter revenues                                                         85,935                   102,188              280,209                  308,763            
                                                                                 243,576                  472,672              851,036                  1,311,572          
 Operating Expenses:                                                                                                                                                           
 Voyage expenses                                                                 36,278                   37,938               102,564                  114,890            
 Vessel expenses                                                                 66,673                   79,395               210,151                  230,049            
 Charter hire expenses                                                           93,505                   115,271              309,442                  309,310            
 Depreciation and amortization                                                   40,977                   46,436               129,748                  141,342            
 General and administrative                                                      28,313                   32,430               84,720                   104,224            
 Severance and relocation costs                                                  -                        -                    2,317                    -                  
 Shipyard contract termination costs                                             (5,141      )            -                    27,074                   -                  
 Gain on disposal of vessels, net of impairment                                  (830        )            (31,517     )        (128,125    )            (55,208     )      
 Total Operating Expenses                                                        259,775                  279,953              737,891                  844,607            
 Income / (Loss) from Vessel Operations                                          (16,199     )            192,719              113,145                  466,965            
 Equity in income of affiliated companies                                        2,480                    3,574                6,068                    8,951              
 Operating Income / (Loss)                                                       (13,719     )            196,293              119,213                  475,916            
 Other income / (expense)                                                        873                      10,491               1,354                    (32,944     )      
                                                                                 (12,846     )            206,784              120,567                  442,972            
 Interest expense                                                                10,933                   12,295               33,208                   47,849             
 Income / (Loss) before Federal Income Taxes                                     (23,779     )            194,489              87,359                   395,123            
 Credit for federal income taxes                                                 1,850                    1,071                6,153                    1,842              
 Net Income / (Loss)                                                             (21,929     )            195,560              93,512                   396,965            
 Less: Net (Income) / Loss Attributable to the Noncontrolling Interest           2,305                    2,280                (180        )            245                
 Net Income / (Loss) Attributable to Overseas Shipholding Group, Inc.            $(19,624    )            $197,840             $93,332                  $397,210           
 Weighted Average Number of Common Shares Outstanding:                                                                                                                         
 Basic                                                                           26,864,527               29,353,025           26,863,817               30,358,628         
 Diluted                                                                         26,864,527               29,572,378           26,871,110               31,572,611         
 Per Share Amounts:                                                                                                                                                            
 Basic net income / (loss) attributable to Overseas Shipholding Group, Inc.      $(.73       )            $6.74                $3.47                    $13.08             
 Diluted net income / (loss) attributable to Overseas Shipholding Group, Inc.    $(.73       )            $6.69                $3.47                    $12.99             
 Cash dividends declared                                                         $0.44                    $0.44                $1.75                    $1.50              


TCERevenue by Segment

The following table reflects TCE revenues generated by the Company`s three
reportable segments for the three and nine months ended September 30, 2009 and
2008 and excludes the Company`s proportionate share of TCE revenues of
affiliated companies. See Appendix 1 for reconciliations of time charter
equivalent revenues to shipping revenues.

                       Three Months Ended Sep. 30,                                 Nine Months Ended Sep. 30,                                  
                                       % of                         % of                     % of                           % of   
 ($ in thousands)      2009            Total        2008            Total    2009            Total        2008              Total  
 International Flag                                                                                                                
 Crude Tankers         $99,805         48.1         $295,099        67.9     $387,936        51.8         $798,908          66.8   
 Product Carriers      45,966          22.2         80,589          18.5     180,732         24.2         218,593           18.3   
 Other                 1,978           1.0          4,458           1.0      5,869           0.8          20,124            1.7    
 U.S.                  59,549          28.7         54,588          12.6     173,935         23.2         159,057           13.2   
 Total TCE Revenues    $207,298        100.0        $434,734        100.0    $748,472        100.0        $1,196,682        100.0  


Income from Vessel Operations by Segment

The following table reflects income from vessel operations for the three and
nine months ended September 30, 2009 and 2008 accounted for by each reportable
segment. Income from vessel operations is before general and administrative
expenses, severance and relocation costs, shipyard contract termination costs
and gain/(loss) on disposal of vessels.

                                        Three Months Ended Sep. 30,                                 Nine Months Ended Sep. 30,                               
                                                       % of                          % of                    % of                         % of   
 ($ in thousands)                       2009           Total         2008            Total    2009           Total        2008            Total  
 International Flag                                                                                                                              
 Crude Tankers                          $5,309         86.4          $164,718        85.1     $74,259        74.9         $436,567        84.6   
 Product Carriers                       (5,207)        (84.8)        20,816          10.7     6,007          6.1          52,164          10.1   
 Other                                  (266)          (4.3)         918             0.5      (639)          (0.6)        5,381           1.0    
 U.S.                                   6,307          102.7         7,180           3.7      19,504         19.6         21,869          4.3    
 Total Income from Vessel Operations    $6,143         100.0         $193,632        100.0    $99,131        100.0        $515,981        100.0  


Reconciliation of income from vessel operations of the segments to income /
(loss) before federal income taxes, including net income attributable to
noncontrolling interest, as reported in the consolidated statements of
operations follow:

                                                        Three Months Ended Sep. 30,                       Nine Months Ended Sep. 30,                     
 ($ in thousands)                                       2009                      2008                2009                     2008              
 Total income from vessel operations of all segments    $6,143                    $193,632            $99,131                  $515,981          
 General and administrative expenses                    (28,313   )               (32,430   )         (84,720  )               (104,224  )       
 Severance and relocation costs                         -                         -                   (2,317   )               -                 
 Shipyard contract termination costs                    5,141                     -                   (27,074  )               -                 
 Gain on disposal of vessels                            830                       31,517              128,125                  55,208            
 Consolidated income / (loss) from vessel operations    (16,199   )               192,719             113,145                  466,965           
 Equity in income of affiliated companies               2,480                     3,574               6,068                    8,951             
 Other income/ (expense)                                873                       10,491              1,354                    (32,944   )       
 Interest expense                                       (10,933   )               (12,295   )         (33,208  )               (47,849   )       
 Income / (loss) before federal income taxes            ($23,779  )               $194,489            $87,359                  $395,123          


 Consolidated Balance Sheets                                                                   
                                                                     Sep. 30,      Dec. 31,    
 ($ in thousands)                                                    2009          2008        
 ASSETS                                                                                        
 Current Assets:                                                                               
 Cash and cash equivalents                                           $583,170      $343,609    
 Short-term investments                                              50,000        -           
 Voyage receivables                                                  143,081       219,500     
 Other receivables, including federal income taxes recoverable       66,364        64,773      
 Inventories, prepaid expenses and other current assets              82,890        50,407      
 Total Current Assets                                                925,505       678,289     
 Capital Construction Fund                                           40,679        48,681      
 Restricted cash                                                     7,945         -           
 Vessels and other property, less accumulated depreciation           2,738,320     2,683,147   
 Vessels under capital leases, less accumulated amortization         -             1,101       
 Vessels held for sale                                               -             53,975      
 Deferred drydock expenditures, net                                  63,386        79,837      
 Total Vessels, Deferred Drydock and Other Property                  2,801,706     2,818,060   
 Investments in affiliated companies                                 155,345       98,620      
 Intangible assets, less accumulated amortization                    100,962       106,585     
 Goodwill                                                            9,589         9,589       
 Other assets                                                        45,362        130,237     
 Total Assets                                                        $4,087,093    $3,890,061  
                                                                                               
 LIABILITIES AND EQUITY                                                                        
 Current Liabilities:                                                                          
 Accounts payable, accrued expenses and other current liabilities    $158,885      $167,615    
 Current installments of long-term debt                              33,155        26,231      
 Current obligations under capital leases                            -             1,092       
 Total Current Liabilities                                           192,040       194,938     
 Long-term debt                                                      1,592,598     1,396,135   
 Deferred gain on sale and leaseback of vessels                      93,152        143,948     
 Deferred federal income taxes and other liabilities                 264,188       330,407     
 Equity                                                                                        
 Overseas Shipholding Group, Inc. stockholders` equity               1,851,049     1,722,867   
 Noncontrolling interest                                             94,066        101,766     
 Total Equity                                                        1,945,115     1,824,633   
 Total Liabilities and Equity                                        $4,087,093    $3,890,061  


 Consolidated Statements of Cash Flows                                                                               
                                                                                                                   
 ($ in thousands)                                                               Nine Months Ended Sep. 30,         
                                                                                2009                  2008       
 Cash Flows from Operating Activities:                                                                           
 Net income                                                                     $93,512               $396,965   
 Items included in net income not affecting cash flows:                                                          
 Depreciation and amortization                                                  129,748               141,342    
 Amortization of deferred gain on sale and leasebacks                           (34,336)              (36,350)   
 Deferred compensation relating to restricted stock and                         9,969                 9,204      
 stock option grants                                                                                             
 Provision / (credit) for deferred federal income taxes                         (7,000)               (1,809)    
 Unrealized (gains)/losses on forward freight agreements and bunker swaps       (1,200)               6,152      
 Undistributed earnings of affiliated companies                                 8,894                 (3,195)    
 Other - net                                                                    7,273                 9,602      
 Items included in net income related to investing and financing activities:                                     
 Loss on sale or write-down of securities                                       3,290                 193        
 Gain on disposal of vessels                                                    (128,125)             (55,208)   
 Payments for drydocking                                                        (24,590)              (40,732)   
 Distributions from subsidiaries to noncontrolling interest owners              (7,880)               (7,033)    
 Changes in operating assets and liabilities                                    148,633               (122,801)  
 Net cash provided by operating activities                                      198,188               296,330    
 Cash Flows from Investing Activities:                                                                           
 Short-term investments                                                         (50,000)              -          
 Purchases of marketable securities                                             -                     (15,112)   
 Sale of marketable securities                                                  159                   5,327      
 Expenditures for vessels                                                       (362,548)             (458,181)  
 Withdrawals from Capital Construction Fund                                     8,265                 82,385     
 Proceeds from disposal of vessels                                              301,182               272,241    
 Expenditures for other property                                                (3,093)               (9,197)    
 Distributions from affiliated companies - net                                  8,822                 14,196     
 Shipyard contract termination payments                                         (20,476)              -          
 Other - net                                                                    2,120                 112        
 Net cash used in investing activities                                          (115,569)             (108,229)  
 Cash Flows from Financing Activities:                                                                           
 Increase in restricted cash                                                    (7,945)               -          
 Purchases of treasury stock                                                    (1,013)               (199,918)  
 Issuance of debt, net of issuance costs                                        299,156               110,812    
 Payments on debt and obligations under capital leases                          (96,870)              (226,219)  
 Cash dividends paid                                                            (35,338)              (32,493)   
 Issuance of common stock upon exercise of stock options                        334                   513        
 Other - net                                                                    (1,382)               (540)      
 Net cash provided by / (used in) in financing activities                       156,942               (347,845)  
 Net increase/(decrease) in cash and cash equivalents                           239,561               (159,744)  
 Cash and cash equivalents at beginning of year                                 343,609               502,420    
 Cash and cash equivalents at end of period                                     $583,170              $342,676   


Fleet Information

As of September 30, 2009, OSG`s owned, operated and newbuild fleet totaled 128
International Flag and U.S. Flag vessels compared with 156 at September 30,
2008. Fifty-six percent, or 72 vessels, were owned as of September 30, 2009,
with the remaining vessels bareboat or time chartered-in. Adjusted for OSG`s
participation interest in joint ventures and chartered-in vessels, the fleet
totaled 121.3 vessels. OSG`s newbuild program totaled 26 vessels (16 owned and
10 chartered-in) across its crude oil, product and U.S. Flag lines of business.
A detailed fleet list and updates on vessels under construction can be found in
the Fleet section on www.osg.com.

 Fleet Detail                                                                                                                                                                   
                                                                                                                                                                          
 Vessel Type                           Vessels Owned                   Vessels Chartered-in               Total at Sep. 30, 2009                                          
 Operating Fleet                       Number         Weighted by    Number            Weighted by    Total Vessels        Vessels                  Total         
                                                      Ownership                        Ownership                           Weighted by              Dwt           
                                                                                                                           Ownership                              
 VLCC (including ULCC)                 8              8.0            7                 5.9            15                   13.9                     4,735,659     
 Suezmax                               -              -              2                 2.0            2                    2.0                      317,000       
 Aframax                               6              6.0            8                 6.4            14                   12.4                     1,571,060     
 Panamax                               9              9.0            -                 -              9                    9.0                      626,834       
 Lightering                            2              2.0            4                 3.0            6                    5.0                      536,645       
 International Flag Crude Tanker       25             25.0           21                17.3           46                   42.3                     7,787,198     
 Aframax (LR2)                         -              -              1                 1.0            1                    1.0                      104,024       
 Panamax (LR1)                         2              2.0            2                 2.0            4                    4.0                      297,374       
 Handysize1 (MR)                       10             10.0           15                15.0           25                   25.0                     1,179,583     
 International Flag Product Carrier    12             12.0           18                18.0           30                   30.0                     1,580,981     
 Car Carrier                           1              1.0            -                 -              1                    1.0                      16,101        
 Total Int`l Flag Operating Fleet      38             38.0           39                35.3           77                   73.3                     9,384,280     
 Handysize                             4              4.0            7                 7.0            11                   11.0                     515,025       
 ATB                                   7              7.0            -                 -              7                    7.0                      204,150       
 Lightering                            3              3.0            -                 -              3                    3.0                      115,708       
 Total U.S. Flag Operating Fleet2      14             14.0           7                 7.0            21                   21.0                     834,883       
 LNG Fleet                             4              2.0            -                 -              4                    2.0                      864,800 cbm   
 TOTAL OPERATING FLEET                 56             54.0           46                42.3           102                  96.3                     10,219,163    
                                                                                                                                                    864,800 cbm   
 Newbuild/Conversion Fleet                                                                                                                                                
 International Flag                                                                                                                                                
 VLCC                                  3              3.0            -                 -              3                               3.0            893,000       
 FSO                                   2              1.0            -                 -              2                               1.0            883,548       
 Panamax (LR1)                         4              4.0            -                 -              4                               4.0            294,000       
 Handysize (MR)                        5              5.0            4                 4.0            9                               9.0            445,350       
 Chemical Tanker                       -              -              1                 1.0            1                               1.0            19,900        
 U.S. Flag                                                                                                                                                         
 Product Carrier                       -              -              5                 5.0            5                               5.0            234,075       
 Lightering ATB                        2              2.0            -                 -              2                               2.0            91,112        
 TOTAL NEWBUILD FLEET                  16             15.0           10                10.0           26                              25.0           2,860,985     
 TOTAL OPERATING & NEWBUILD FLEET      72             69.0           56                52.3           128                             121.3          13,080,148    
                                                                                                                                                     864,800 cbm   


1Includes two owned U.S. Flag product carriers that trade internationally with
associated revenue included in the Product Carrier segment 

2Overseas New Orleans and OSG 214 were in lay up as of September 30, 2009 

Average Age of International Operating Fleet

The table below reflects the average age of the Company`s owned International
Flag fleet compared with the world fleet.

                                                                                    
                          Average Age of       Average Age of       Average Age of  
                          OSG`s Owned Fleet    OSG`s Owned Fleet    World Fleet     
 Vessel Class             at 9/30/09           at 9/30/08           at 10/1/09*     
 VLCC (including ULCC)    8.8 years            7.7 years            8.0 years       
 Aframax                  7.7 years            9.3 years            7.6 years       
 Panamax**                6.2 years            5.0 years            7.3 years       
 Handysize                7.1 years            6.1 years            8.2 years       


*Source: Clarkson database as of October 1, 2009. 

**Includes Panamax tankers that trade crude oil and refined petroleum products. 

Off Hire and Scheduled Drydock

In addition to regular inspections by OSG personnel, all vessels are subject to
periodic drydock, special survey and other scheduled maintenance. The table
below sets forth actual days off hire for the third quarter of 2009 and
anticipated days off hire for the above-mentioned events by class for the fourth
quarter of 2009.

                                                      Projected  
                                       Actual Days    Days Off   
                                       Off Hire       Hire       
                                       Q309           Q409       
 Trade - Crude Oil                                               
 VLCC (including ULCC)                 12             39         
 Suezmax                               -              4          
 Aframax                               65             65         
 Panamax                               7              5          
 Trade - Refined Petroleum Products                              
 Aframax (LR2)                         -              -          
 Panamax (LR1)                         4              10         
 Handysize (MR)                        39             79         
 Trade - U.S. Flag                                               
 Product Carrier                       4              57         
 ATB                                   31             48         
 Other                                 4              3          
 Total                                 166            310        


Third quarter 2009 excludes 284 days associated with four U.S. Flag vessels in
lay up: the OSG 214, Overseas Galena Bay, Overseas Puget Sound and Overseas New
Orleans. Projected off hire days exclude 344 days (Q409) associated with U.S.
Flag vessels expected to be in lay up. 

Appendix 1 - Reconciliation to Non-GAAP Financial Information

TCE Reconciliation

Reconciliation of time charter equivalent revenues of the segments to shipping
revenues as reported in the consolidated statements of operations follow:

                                     Three Months Ended Sep. 30,             Nine Months Ended Sep. 30,          
 ($ in thousands)                    2009                    2008          2009                  2008        
 Time charter equivalent revenues    $207,298                $434,734      $748,472              $1,196,682  
 Add: Voyage Expenses                36,278                  37,938        102,564               114,890     
 Shipping revenues                   $243,576                $472,672      $851,036              $1,311,572  


Consistent with general practice in the shipping industry, the Company uses time
charter equivalent revenues, which represents shipping revenues less voyage
expenses, as a measure to compare revenue generated from a voyage charter to
revenue generated from a time charter. Time charter equivalent revenues, a
non-GAAP measure, provides additional meaningful information in conjunction with
shipping revenues, the most directly comparable GAAP measure, because it assists
Company management in making decisions regarding the deployment and use of its
vessels and in evaluating their financial performance. 

EBITDA Reconciliation

The following table shows reconciliations of net income / (loss) attributable to
the Company as reflected in the consolidated statements of operations, to
EBITDA:

                                            Three Months Ended Sep. 30,             Nine Months Ended Sep. 30,         
 ($ in thousands)                           2009                    2008          2009                  2008       
 Net income / (loss) attributable to OSG    ($19,624)               $197,840      $93,332               $397,210   
 Credit for income taxes                    (1,850)                 (1,071)       (6,153)               (1,842)    
 Interest expense                           10,933                  12,295        33,208                47,849     
 Depreciation and amortization              40,977                  46,436        129,748               141,342    
 EBITDA                                     $30,436                 $255,500      $250,135              $584,559   


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

Appendix 2 - Capital Expenditures

The following table presents information with respect to OSG`s capital
expenditures for the three and nine months ended September 30, 2009 and 2008:

                                                        Three Months Ended Sep. 30,             Nine Months Ended Sep. 30,         
 ($ in thousands)                                       2009                    2008          2009                  2008       
 Expenditures for vessels                               $180,939                $205,921      $362,548              $458,181   
 Investments in and advances to affiliated companies    37,363                  30            84,422                5,764      
 Payments for drydockings                               10,415                  13,119        24,590                40,732     
                                                        $228,717                $219,070      $471,560              $504,677   


Appendix 3 - Fourth Quarter 2009 TCE Rates

The Company has achieved the following average estimated TCE rates for the
fourth quarter of 2009 for the percentage of days booked for vessels operating
through October 23, 2009. The information is based in part on data provided by
the pools or commercial joint ventures in which the vessels participate. All
numbers provided are estimates and may be adjusted for a number of reasons,
including the timing of any vessel acquisitions or disposals and the timing and
length of drydocks and repairs. In addition, information presented for VLCCs as
fixed includes management`s expectations with respect to the synthetic time
charters entered into by the Company.

                                                              Fourth Quarter Revenue Days                                    
                                               Average TCE    Fixed as of          Open as of                    % Days  
 Vessel Class and Charter Type                 Rate           10/23/09             10/23/09            Total     Booked  
 Business Unit - Crude Oil                                                                                               
 VLCC- Spot                                    $20,000        251                  172                 423       59%     
 VLCC - Fixed                                  $42,000        539                  371                 910       59%     
 Suezmax - Spot                                $20,000        72                   114                 186       39%     
 Aframax - Spot                                $10,000        333                  563                 896       37%     
 Aframax - Fixed                               $21,000        176                  -                   176       100%    
 Aframax Lightering                            $22,500        215                  592                 808       27%     
 Panamax - Spot                                $15,500        86                   370                 456       19%     
 Panamax - Time                                $24,000        367                  -                   367       100%    
 Business Unit - Refined Petroleum Products                                                                              
 Panamax (LR1) - Spot                          $15,000        72                   296                 368       20%     
 Handysize (MR) - Spot                         $11,500        445                  847                 1,292     34%     
 Handysize (MR)- Time                          $21,000        1,078                -                   1,078     100%    
 Business Unit - U.S. Flag                                                                                               
 Product Carrier - Time                        $44,500        736                  -                   736       100%    
 ATB - Spot                                    $35,000        110                  213                 323       34%     
 ATB - Time                                    $32,000        153                  -                   153       100%    


Appendix 4 - 2010 Fixed TCE Rates

The following table shows average estimated TCE rates and associated days booked
for 2010 as of October 23, 2009.

                                               Fixed Rates and Revenue Days as of 10/23/09                          
                                               Q1 2010           Q2 2010           Q3 2010           Q4 2010  
 Business Unit - Crude Oil                                                                                    
 Aframax                                                                                                      
 Average TCE Rate                              $22,000           $22,000           $22,000           $ -      
 Number of Revenue Days                        135               107               74                -        
 Panamax1                                                                                                     
 Average TCE Rate                              $19,500           $18,500           $18,000           $18,500  
 Number of Revenue Days                        357               328               276               227      
 Business Unit - Refined Petroleum Products                                                                   
 Handysize                                                                                                    
 Average TCE Rate                              $21,000           $21,000           $21,000           $21,000  
 Number of Revenue Days                        1,036             801               736               720      
 Business Unit - U.S. Flag                                                                                    
 Product Carrier                                                                                              
 Average TCE Rate                              $47,000           $50,000           $50,500           $50,500  
 Number of Revenue Days                        628               726               828               828      
 ATB                                                                                                          
 Average TCE Rate                              $34,000           $34,000           $34,000           $ -      
 Number of Revenue Days                        90                91                46                -        


1Includes one vessel on bareboat charter. 

Conference Call Information

OSG has scheduled a conference call for today at 11:00 a.m. ET. Call-in
information is (877) 941-8416 (domestic) and (480) 629-9808 (international). The
conference call and supporting presentation can also be accessed by webcast,
which will be available at www.osg.com in the Investor Relations Webcasts and
Presentations section. Additionally, a replay of the call will be available by
telephone until November 9, 2009; the number for the replay is (800) 406-7325
(domestic) and (303) 590-3030 (international). The passcode for the replay is
4170656. 

About OSG

Overseas Shipholding Group, Inc. (NYSE: OSG), a Dow Jones Transportation Index
company, is one of the largest publicly traded tanker companies in the world. As
a market leader in global energy transportation services for crude oil,
petroleum products and gas in the U.S. and International Flag markets, OSG is
committed to setting high standards of excellence for its quality, safety and
environmental programs. OSG is recognized as one of the world`s most
customer-focused marine transportation companies and is headquartered in New
York City, NY. More information is available at www.osg.com. 

Forward-Looking Statements

This release contains forward-looking statements regarding the Company's
prospects, including the outlook for tanker and articulated tug barge markets,
changing oil trading patterns, anticipated levels of newbuilding and scrapping,
prospects for certain strategic alliances and investments, OSG`s intention to
tender for the outstanding common units of OSG America L.P., estimated TCE rates
achieved for the fourth quarter of 2009 and estimated TCE rates for 2010,
projected scheduled drydock and off hire days for the fourth quarter of 2009,
projected locked-in charter revenue and locked-in time charter days, expected
cash generated from operations for the balance of 2009 and 2010, timely delivery
of newbuildings in accordance with contractual terms, prospects of the FSO
Africa being delivered prior to the FSO Africa Cancellation Date and of MOQ
exercising its right to terminate the service contracts if there is a late
delivery, prospects of OSG`s strategy of being a market leader in the segments
in which it competes and the forecast of world economic activity and oil demand.
These statements are based on certain assumptions made by OSG management based
on its experience and perception of historical trends, current conditions,
expected future developments and other factors it believes are appropriate in
the circumstances. Forward-looking statements are subject to a number of risks,
uncertainties and assumptions, many of which are beyond the control of OSG,
which may cause actual results to differ materially from those implied or
expressed by the forward-looking statements. Factors, risks and uncertainties
that could cause actual results to differ from the expectations reflected in
these forward-looking statements are described in the Company`s Annual Report
for 2008 on Form 10-K and those risks discussed in the other reports OSG files
with the Securities and Exchange Commission.

OSG Ship Management, Inc.
Jennifer L. Schlueter, +1-212-578-1699
Vice President Corporate Communications and Investor Relations 

Copyright Business Wire 2009



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