Nov 9, 2016

Overseas Shipholding Group Reports Third Quarter 2016 Results

NEW YORK –
Overseas Shipholding Group, Inc. (OSG) (NYSE:OSG), a provider of
oceangoing energy transportation services, today reported results for
the quarter ended September 30, 2016.

Highlights

  • Time charter equivalent (TCE) revenues(A) for the third
    quarter of 2016 were $186.8 million, down 20% compared with the same
    period in 2015.
  • Net loss for the third quarter was $98.7 million, or $1.10 per diluted
    share, compared with net income of $173.4 million, or $1.79 per
    diluted share, in the third quarter of 2015. The decrease reflects the
    impact of pre-tax vessel impairment charges of $147.4 million recorded
    in the third quarter 2016.
  • Adjusted EBITDA(B) was $75.6 million, down 39% from $123.9
    million in the same period in 2015.
  • Total cash(C) was $318.8 million as of September 30, 2016.
  • Prepayment of $75 million in principal amount of international
    subsidiary term loan.
  • Repurchased and retired $37 million in principal amount of unsecured
    notes.
  • Repurchased and retired $43 million of Class A warrants at an average
    share equivalent price of $10.22.
  • Board of Directors approves spin-off of International Seaways.

“I am very pleased with our third quarter results, where we generated
$76 million of adjusted EBITDA despite challenging market conditions,”
said Captain Ian T. Blackley, OSG’s president and CEO. “Looking to the
future, we expect to complete the spin of International Seaways on
November 30th with regular way trading commencing December 1st.
We believe that two distinct public companies, operating in the Domestic
and International markets will provide greater value for our
shareholders, as each businesses will be able to fully focus on
opportunities and attractive investments in each sector,” concluded
Capt. Blackley.

Third Quarter 2016 Results

TCE revenues for the third quarter of 2016 were $186.8 million, a
decrease of $46.8 million compared with the third quarter of 2015,
primarily driven by lower daily rates earned by the International Flag
fleet and the Jones Act ATBs, partially offset by an increase in revenue
days resulting from fewer drydock and repair days in the current period.
TCE revenues for the first nine months of 2016 were $639.4 million, a
decrease of $51.0 million compared with the first nine months of 2015.
Shipping revenues for the third quarter of 2016 were $195.0 million, a
decrease of $46.8 million compared with the third quarter of 2015.
Shipping revenues for the first nine months of 2016 were $660.2 million,
a decrease of $60.6 million compared with the first nine months of 2015.

Operating loss for the third quarter of 2016 was $117.6 million,
compared to operating income of $85.2 million in the third quarter of
2015. The decrease reflects the impact of vessel impairment charges of
$147.4 million recorded in the current quarter, the decline in TCE
revenues and an increase in depreciation and amortization expenses.
Operating income for the first nine months of 2016 was $35.7 million, a
decrease of $219.3 million compared with the first nine months of 2015.

Net loss for the third quarter of 2016 was $98.7 million, or $1.10 per
diluted share, compared with net income of $173.4 million, or $1.79 per
diluted share, in the third quarter of 2015. The decrease reflects the
impact of pre-tax vessel impairment charges, lower TCE revenues, and
increases in depreciation and amortization expenses, partially offset by
lower interest expense. Net loss for the first nine months of 2016 was
$18.1 million, or $0.22 per diluted share, compared with net income of
$274.7 million, or $2.83 per diluted share, in the first nine months of
2015. Net income in the comparative 2015 periods included a one-time,
non-cash income tax benefit of $150.1 million.

Adjusted EBITDA was $75.6 million for the quarter, a decrease of $48.3
million compared with the third quarter of 2015, driven by lower daily
rates earned by the International Flag fleet and the Jones Act ATBs.
Adjusted EBITDA was $315.3 million for the first nine months of 2016, a
decrease of $53.0 million compared with the first nine months of 2015.

International Crude Tankers

TCE revenues for the International Crude Tankers segment were $50.2
million for the quarter, down 34% compared with the third quarter of
2015. This decrease was primarily due to a decline in VLCC and Aframax
rates, with spot rates declining to $25,800 and $15,400 per day,
respectively, resulting in a $32.4 million decline in TCE revenues. This
decrease was partially offset by a 145-day increase in VLCC and Aframax
revenue days resulting from fewer drydock and repair days. TCE revenues
for the International Crude Tankers segment were $204.1 million for the
first nine months of 2016, a decrease of $16.0 million compared with the
first nine months of 2015. Shipping revenues for the International Crude
Tankers segment were $53.5 million for the quarter, down 34% compared
with the third quarter of 2015. Shipping revenues for the International
Crude Tankers segment were $212.9 million for the first nine months of
2016, a decrease of $22.9 million compared with the first nine months of
2015.

International Product Carriers

TCE revenues for the International Product Carriers segment were $27.0
million for the quarter, down 46% compared with the third quarter of
2015. This decrease was primarily due to a decline in MR blended rates,
with spot rates declining to $10,700 per day, resulting in a $18.5
million decline in TCE revenues. Also contributing was a 73-day decrease
in MR revenue days, resulting primarily from the sale of an older vessel
in July 2015, and a decline in LR2 spot rates to $18,000 per day,
resulting in a combined $4.4 million decline in TCE revenues. TCE
revenues for the International Product Carriers segment were $98.8
million for the first nine months of 2016, a decrease of $37.1 million
compared with the first nine months of 2015. Shipping revenues for the
International Product Carriers segment were $27.2 million for the
quarter, down 46% compared with the third quarter of 2015. Shipping
revenues for the International Product Carriers segment were $99.6
million for the first nine months of 2016, a decrease of $37.2 million
compared with the first nine months of 2015.

U.S. Flag

TCE revenues for the U.S. Flag segment were $109.6 million for the
quarter, up 2% compared with the third quarter of 2015, primarily due to
a 113-day increase in revenue days resulting from fewer drydock and
repair days and resulting in a $5.3 million increase in TCE revenues.
Also contributing were higher daily rates earned by its non-Jones Act
Product Carriers, which contributed $3.3 million of the total increase
in revenue. These increases were largely offset by a $6.4 million
decrease in TCE revenues as a result of lower average daily rates earned
by its Jones Act ATBs and Product Carriers. TCE revenues for the U.S.
Flag segment were $336.6 million for the first nine months of 2016, an
increase of $2.1 million compared with the first nine months of 2015.
Shipping revenues for the U.S. Flag segment were $114.2 million for the
quarter, up 3% compared with the third quarter of 2015. Shipping
revenues for the U.S. Flag segment were $347.6 million for the first
nine months of 2016, comparable to the first nine months of 2015.

Conference Call

The Company will host a conference call to discuss its third quarter
2016 results at 9:00 a.m. ET on Wednesday, November 9, 2016.

To access the call, participants should dial (888) 317-6016 for domestic
callers and (412) 317-6016 for international callers. Please dial in ten
minutes prior to the start of the call.

A live webcast of the conference call will be available from the
Investor Relations section of the Company’s website at http://www.osg.com/

An audio replay of the conference call will be available starting at
12:00 p.m. ET on Wednesday, November 9, 2016 through 11:59 p.m. ET on
Wednesday, November 16, 2016 by dialing (877) 344-7529 for domestic
callers and (412) 317-0088 for international callers, and entering
Access Code 10095886.

About OSG

Overseas Shipholding Group, Inc. (NYSE: OSG) is a publicly traded tanker
company providing energy transportation services for crude oil and
petroleum products 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. In addition, the
Company may make or approve certain statements in future filings with
the Securities and Exchange Commission (SEC), in press releases, or in
oral or written presentations by representatives of the Company. All
statements other than statements of historical facts should be
considered forward-looking statements. These matters or statements may
relate to the Company’s plans to issue dividends and make payments to
securityholders, its prospects, including statements regarding trends in
the tanker and articulated tug/barge markets, and possibilities of
spin-offs or certain strategic alliances and investments.
Forward-looking statements are based on the Company’s current plans,
estimates and projections, and are subject to change based on a number
of factors. Investors should carefully consider the risk factors
outlined in more detail in the Company’s Annual Report for 2015 on Form
10-K under the caption “Risk Factors” and in similar sections of other
filings made by the Company with the SEC from time to time. The Company
assumes no obligation to update or revise any forward-looking
statements. Forward-looking statements and written and oral forward
looking statements attributable to the Company or its representatives
after the date of this release are qualified in their entirety by the
cautionary statements contained in this paragraph and in other reports
previously or hereafter filed by the Company with the SEC.

Consolidated Statements of Operations

($ in thousands, except per share amounts)

Three Months Ended Nine Months Ended
September 30, September 30,
2016 2015 2016 2015
Shipping Revenues: (Unaudited) (Unaudited) (Unaudited) (Unaudited)
Pool revenues $ 42,854 $ 97,797 $ 200,088 $ 267,157
Time and bareboat charter revenues 114,518 111,120 360,964 328,816
Voyage charter revenues 37,579 32,835 99,101 124,808
194,951 241,752 660,153 720,781
Operating Expenses:
Voyage expenses 8,136 8,164 20,721 30,348
Vessel expenses 72,241 70,448 212,293 207,966
Charter hire expenses 32,695 31,993 95,231 95,018
Depreciation and amortization 43,208 38,743 128,883 113,731
General and administrative 19,076 21,376 53,792 58,129
Technical management transition costs 40
Severance costs 2,238 2,238 5
(Gain)/loss on disposal of vessels and other property, including
impairments
147,422 (3,185) 147,377 (4,258)
Total Operating Expenses 325,016 167,539 660,535 500,979
Income/(loss) from vessel operations (130,065) 74,213 (382) 219,802
Equity in income of affiliated companies 12,488 10,978 36,078 35,220
Operating income/(loss) (117,577) 85,191 35,696 255,022
Other expense (5,079) (1,963) (3,104) (1,842)
Income/(loss) before interest expense, reorganization items and
income taxes
(122,656) 83,228 32,592 253,180
Interest expense (20,126) (29,191) (63,337) (86,691)
Income/(loss) before reorganization items and income taxes (142,782) 54,037 (30,745) 166,489
Reorganization items, net (5,732) (1,420) 11,318 (6,344)
Income/(loss) before income taxes (148,514) 52,617 (19,427) 160,145
Income tax benefit 49,775 120,737 1,288 114,548
Net (loss)/income $ (98,739) $ 173,354 $ (18,139) $ 274,693
Weighted Average Number of Common Shares Outstanding:
Basic – Class A 89,363,106 95,589,751 92,108,745 95,579,545
Diluted – Class A 89,363,106 95,599,243 92,108,745 95,598,816
Basic – Class B 1,320,094 712,976 1,320,459
Diluted – Class B 1,320,094 712,976 1,320,459
Per Share Amounts:
Basic and Diluted net income – Class A $ (1.10) $ 1.79 $ (0.22) $ 2.83
Basic and Diluted net income – Class B $ $ 1.79 $ 3.32 $ 2.83
Cash dividends declared – Class A $ $ $ 0.48 $
Cash dividends declared – Class B $ $ $ 1.56 $

On December 17, 2015, all shareholders of record of the Company’s
Class A and B common stock as of December 3, 2015, received a dividend
of one-tenth of one share of Class A common stock for each share of
Class A common stock and Class B common stock held by them as of the
record date.

On June 13, 2016, the Company effected a one (1) for six (6) reverse
stock split and corresponding reduction of the number of authorized
shares of common stock, par value $0.01 per share.

In accordance with the relevant accounting guidance, the Company is
required to adjust the computations of basic and diluted earnings per
share retroactively for all periods presented to reflect the above two
changes in capital structure.

Consolidated Balance Sheets

($ in thousands)

September 30, December 31,
2016 2015
(Unaudited)
ASSETS
Current Assets:
Cash and cash equivalents $ 313,232 $ 502,836
Restricted cash 5,572 10,583
Voyage receivables 62,763 81,612
Income tax recoverable 1,031 1,664
Other receivables 3,657 7,195
Inventories, prepaid expenses and other current assets 18,037 20,041
Total Current Assets 404,292 623,931
Restricted cash – non current 8,989
Vessels and other property, less accumulated depreciation 1,846,615 2,084,859
Deferred drydock expenditures, net 68,506 95,241
Total Vessels, Deferred Drydock and Other Property 1,915,121 2,180,100
Investments in and advances to affiliated companies 363,282 348,718
Intangible assets, less accumulated amortization 46,767 50,217
Other assets 20,492 18,455
Total Assets $ 2,749,954 $ 3,230,410
LIABILITIES AND EQUITY
Current Liabilities:
Accounts payable, accrued expenses and other current liabilities $ 87,243 $ 91,233
Income taxes payable 1,955 13
Current installments of long-term debt 25,483 63,039
Total Current Liabilities 114,681 154,285
Reserve for uncertain tax positions 2,556 2,520
Long-term debt 956,260 1,223,224
Deferred income taxes 202,589 208,195
Other liabilities 58,999 61,698
Total Liabilities 1,335,085 1,649,922
Equity:
Total Equity 1,414,869 1,580,488
Total Liabilities and Equity $ 2,749,954 $ 3,230,410

Consolidated Statements of Cash Flows

($ in thousands)

Nine Months Ended September 30,
2016 2015
Cash Flows from Operating Activities:

(Unaudited)

Net (Loss)/Income $ (18,139) $ 274,693
Items included in net (loss)/income not affecting cash flows:
Depreciation and amortization 128,883 113,731
Loss on write-down of vessels 147,422
Amortization of debt discount and other deferred financing costs 9,289 8,009
Compensation relating to restricted stock/stock unit and stock
option grants
4,458 2,511
Deferred income tax benefit (5,624) (83,151)
Undistributed earnings of affiliated companies (32,954) (29,497)
Reorganization items, non-cash 5,392 225
Other – net 1,851 1,422
Items included in net (loss)/income related to investing and
financing activities:
Gain on disposal of vessels and other property, net (45) (4,258)
Loss on repurchase of debt 3,873
Payments for drydocking (10,239) (38,269)
Bankruptcy claim payments (7,136) (7,916)
Deferred financing costs paid for loan modification (8,273) (6,187)
Changes in operating assets and liabilities 21,879 (19,778)
Net cash provided by operating activities 240,637 211,535
Cash Flows from Investing Activities:
Change in restricted cash 14,000 96,610
Expenditures for vessels and vessel improvements (591) (769)
Proceeds from disposal of vessels and other property 16,954
Expenditures for other property (655) (53)
Investments in and advances to affiliated companies (987) (153)
Repayments of advances from affiliated companies 18,500 25,000
Other – net (8)
Net cash provided by investing activities 30,267 137,581
Cash Flows from Financing Activities:
Cash dividend paid (31,910)
Payments on debt (141,186) (9,235)
Extinguishment of debt (168,069) (101,092)
Repurchases of common stock and common stock warrants (119,343)
Net cash used in financing activities (460,508) (110,327)
Net (decrease)/increase in cash and cash equivalents (189,604) 238,789
Cash and cash equivalents at beginning of year 502,836 389,226
Cash and cash equivalents at end of period $ 313,232 $ 628,015

Spot and Fixed TCE Rates Achieved and Revenue Days

The following tables provides a breakdown of TCE rates achieved for spot
and fixed charters and the related revenue days for the three months
ended September 30, 2016 and the comparable period of 2015. Revenue days
in the quarter ended September 30, 2016 totaled 6,560 compared with
6,337 in the prior year quarter. A summary fleet list by vessel class
can be found later in this press release.

Three Months Ended September 30, 2016 Three Months Ended September 30, 2015
Spot Fixed Total Spot Fixed Total
International Crude Tankers
ULCC
Average TCE Rate $ – $44,850 $ – $39,000
Number of Revenue Days 92 92 92 92
VLCC
Average TCE Rate $25,797 $40,034 $57,642 $ –
Number of Revenue Days 569 145 714 648 648
Aframax
Average TCE Rate $15,370 $ – $35,521 $ –
Number of Revenue Days 643 643 564 564
Panamax
Average TCE Rate $13,837 $21,140 $22,652 $15,522
Number of Revenue Days 415 271 686 347 362 709
Other Intl. Crude Tankers Revenue Days1 29 29 13 13
Total Intl. Crude Tankers Revenue Days 1,656 508 2,164 1,572 454 2,026
International Product Carriers
LR2
Average TCE Rate $17,992 $ – $48,062 $ –
Number of Revenue Days 92 92 92 92
LR1
Average TCE Rate $15,312 $21,613 $23,959 $21,030
Number of Revenue Days 92 270 362 92 243 335
MR
Average TCE Rate $10,690 $11,543 $22,258 $5,294
Number of Revenue Days 1,577 184 1,761 1,742 92 1,834
Total Intl. Product Carriers Revenue Days 1,761 454 2,215 1,926 335 2,261
U.S. Flag
Jones Act Handysize Product Carriers
Average TCE Rate $28,416 $65,175 $ – $63,754
Number of Revenue Days 92 995 1,087 1,054 1,054
Non-Jones Act Handysize Product Carriers
Average TCE Rate $37,214 $26,220 $15,761
Number of Revenue Days 181 181 60 124 184
ATBs
Average TCE Rate $ – $33,876 $ – $39,844
Number of Revenue Days 729 729 649 649
Lightering
Average TCE Rate $58,387 $ – $65,020 $ –
Number of Revenue Days 184 184 163 163
Total U.S. Flag Revenue Days 457 1,724 2,181 223 1,827 2,050
TOTAL REVENUE DAYS 3,874 2,686 6,560 3,721 2,616 6,337

1 Other International Crude Tankers revenue
days consists of the company’s International Flag Lightering full
service revenue days for the quarters ended September 30, 2016 and
September 30, 2015.

Fleet Information

As of September 30, 2016 and December 31, 2015, OSG’s owned and operated
fleet totaled 79 International Flag and U.S. Flag vessels (62 vessels
owned and 17 chartered-in). Those figures include vessels in which the
Company has a partial ownership interest through its participation in
joint ventures.

Vessels Owned Vessels Chartered-in Total at September 30, 2016
Vessel Type Number Weighted by
Ownership
Number Weighted by
Ownership
Total Vessels Vessels
Weighted by
Ownership
Total Dwt2
Operating Fleet
FSO 2 1.0 2 1.0 873,916
VLCC and ULCC 9 9.0 9 9.0 2,875,775
Aframax 7 7.0 7 7.0 787,859
Panamax 8 8.0 8 8.0 555,504
International Flag Crude Tankers 26 25.0 26 25.0 5,093,054
LR2 1 1.0 1 1.0 109,999
LR1 4 4.0 4 4.0 297,710
MR 13 13.0 7 7.0 20 20.0 955,968
International Flag Product Carriers 18 18.0 7 7.0 25 25.0 1,363,677
Total Int’l Flag Operating Fleet 44 43.0 7 7.0 51 50.0 6,456,731
Handysize Product Carriers 1 4 4.0 10 10.0 14 14.0 664,490
Clean ATBs 8 8.0 8 8.0 226,064
Lightering ATBs 2 2.0 2 2.0 91,112
Total U.S. Flag Operating Fleet 14 14.0 10 10.0 24 24.0 981,666
LNG Fleet 4 2.0 4 2.0 864,800 cbm
Total Operating Fleet 62 59.0 17 17.0 79 76.0 7,438,397
and
864,800 cbm

1 Includes two owned shuttle tankers, one chartered in
shuttle tanker and two owned U.S. Flag Product Carriers that trade
internationally.

2 Total Dwt is defined as the total deadweight of all 79
vessels.

Reconciliation to Non-GAAP Financial Information

The Company believes that, in addition to conventional measures prepared
in accordance with GAAP, the following non-GAAP measures may provide
certain investors with additional information that will better enable
them to evaluate the Company’s performance. Accordingly, these non-GAAP
measures are intended to provide supplemental information, and should
not be considered in isolation or as a substitute for measures of
performance prepared with GAAP.

(A) Time Charter Equivalent (TCE) Revenues

Consistent with general practice in the shipping industry, the Company
uses TCE 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. Reconciliation of TCE revenues
of the segments to shipping revenues as reported in the consolidated
statements of operations follow:

Three Months Ended September 30,

Nine Months Ended September 30,
($ in thousands) 2016 2015 2016 2015
TCE revenues $186,815 $233,588 $639,432 $690,433
Add: Voyage Expenses 8,136 8,164 20,721 30,348
Shipping revenues $194,951 $241,752 $660,153 $720,781

(B) EBITDA and Adjusted EBITDA

EBITDA represents net income before interest expense, income taxes and
depreciation and amortization expense. Adjusted EBITDA consists of
EBITDA adjusted for the impact of certain items that we do not consider
indicative of our ongoing operating performance. EBITDA and Adjusted
EBITDA do not represent, and should not be a substitute for, net income
or cash flows from operations as determined in accordance with GAAP.
Some of the limitations are: (i) EBITDA and Adjusted EBITDA do not
reflect our cash expenditures, or future requirements for capital
expenditures or contractual commitments; (ii) EBITDA and Adjusted EBITDA
do not reflect changes in, or cash requirements for, our working capital
needs; and (iii) EBITDA and Adjusted EBITDA do not reflect the
significant interest expense, or the cash requirements necessary to
service interest or principal payments, on our debt. While EBITDA and
Adjusted EBITDA are frequently used as a measure of operating results
and performance, neither of them is necessarily comparable to other
similarly titled captions of other companies due to differences in
methods of calculation. The following table reconciles net income as
reflected in the consolidated statements of operations, to EBITDA and
Adjusted EBITDA:

Three Months Ended Nine Months Ended
September 30, September 30,
2016 2015 2016 2015
($ in thousands)
Net (loss)/income $ (98,739) $ 173,354 $ (18,139) $ 274,693
Income tax benefit (49,775) (120,737) (1,288) (114,548)
Interest expense 20,126 29,191 63,337 86,691
Depreciation and amortization 43,208 38,743 128,883 113,731
EBITDA (85,180) 120,551 172,793 360,567
Technical management transition costs 40
Severance costs 2,238 2,238 5
(Loss)/gain on disposal of vessels, including impairments 147,422 (3,185) 147,377 (4,258)
Loss on repurchase of debt 5,334 2,051 3,873 2,039
Other costs associated with repurchase of debt 85 302
Write-off of registration statement costs 3,082 3,493
Reorganization items, net 5,732 1,420 (11,318) 6,344
Adjusted EBITDA $ 75,631 $ 123,919 $ 315,265 $ 368,230

(C) Total Cash

($ in thousands) September 30,

2016

December 31,

2015

Cash and cash equivalents $313,232 $502,836
Restricted cash 5,572 19,572
Total Cash $318,804 $522,408

A, B, CReconciliations of these non-GAAP financial
measures are included in the financial tables attached to this press
release starting on Page 8.

Overseas Shipholding Group, Inc.
Investor Relations & Media:
Brian
Tanner, 212-578-1645
btanner@osg.com