Overseas Shipholding Group, Inc. - Ordinary Shares (OSG) 8-K Overseas Shipholding Group Reports First Quarter 2012 Results

EXHIBIT 99.2

First Quarter Fiscal 2012 Earnings
Conference Call

May 1, 2012

page 2

Forward-Looking Statements

This presentation 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 and timing of
newbuilding and scrapping, prospects for certain strategic alliances and investments, estimated TCE rates
achieved for the second quarter of 2012 and for the third and fourth quarters of 2012, projected scheduled
drydock and off hire days for the second, third and fourth quarters of 2012, projected locked-in charter revenue
and locked-in time charter days for the remaining nine months of 2012 through 2016 and thereafter, OSG’s
ability to progress and achieve its liquidity enhancing initiatives, estimated revenue and expense items, levels of
equity income and capital expenditures for 2012, the profitability in 2012 of certain business units and OSG’s
LNG and FSO joint ventures, OSG’s ability to access capital markets, raise additional debt financing, sell assets,
enter joint ventures and monetize charter revenue, OSG’s projected compliance with financial covenants in 2012
and 2013, OSG’s ability to reduce charter rates on certain chartered-in vessels, to further reduce general and
administrative expense and vessel expenses, to achieve fuel cost savings across OSG’s fleet and to generate
sufficient cash flow from operations to cover most or all of OSG’s obligations in 2012, prospects of OSG’s
strategy of being a market leader in the segments in which it competes, the projected growth of the Jones Act
and world tanker fleets, 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 2011 on Form 10-K and those risks discussed in the other reports OSG files with
the Securities and Exchange Commission.

page 3

Financial Highlights

<First quarter fiscal 2012 results reflected continued weak International Crude and Products
spot rates, but improvement over last six months of 2011

•Adjusted net loss of $37.0M or $1.22 per diluted share

<International Products TCE revenues rose 15% to $52M vs. 1Q2011

•International Products spot rates hurt by record high temperatures in North America

•Products fleet expansion program completed with January delivery of Overseas Athens

<U.S. Flag delivered another sequential increase in operating income to $16.7M 1 in
1Q2012

•Steady margin improvement - compares to operating income of $6.5M in 1Q2011 and $45M for FY
2011 1

<Second quarter is off to an improved start vs. Q1 as International rates generally continue
to trend upwards

<Continued containment of vessel expenses and G&A

•2012 International daily vessel expenses of $8,100/day 2 remain below 2008 level ($8,767/day)

•G&A expense reduced to $21.1M vs. $24.5M in 1Q2011

<Cash flow from operations in 1Q2012 was + $9.5M

•Modest remaining commitments in 2012 for shipyard payments ($24M) and debt ($13M)

1 Before direct and allocated general and administrative expense, equity in income of affiliates and gain/(loss) on vessel dispositions.
22012 budgeted daily vessel expenses.

page 4

OSG’s Action Plan for 2012
Continued focus on business improvement and maintaining financial flexibility

<Continue to progress liquidity enhancing initiatives

<Drive continued performance improvement from our U.S. Flag business

<Increase earnings and distributions from our LNG and FSO joint ventures

<Continue tight control of all costs at sea and ashore

<Further improve the economics of our charter-in portfolio

<Relentlessly strive to run the safest, cleanest, most reliable fleet in the
industry

     With considerable operating leverage, we are well positioned to participate in
the gradual recovery in International Crude and Products markets

•We believe that the International tanker markets bottomed out in 2H2011

•We see a stronger fundamental outlook for Products than for Crude

page 5

2012 Outlook - International CrudeHigher utilization in 2012 as more longer-haul crudes move both West and East

<The improvement in rates in the first four months of 2012 was a result of:

•Defensive inventory building ahead of pending Iran sanctions

-Inventory build of 1.0 mil bpd in 1Q2012, vs. 0.7 mil bpd drawdown in 2011

•Increased long-haul movements

-West Africa / Latin America to Asia; Middle East to U.S. Gulf

<Increase in refining capacity and refining runs in East and West

•New refining capacity of 500 kbpd in China and 340 kbpd in India comes online in 2012

•Japan - continued rebound in refinery runs and more direct burn crude for power generation

•Motiva startup will increase AG-West VLCC movements

<Increased OPEC production to meet most of the growth in crude demand

•West African deepwater production projects totaling 330 kbpd come online in 2012

•Saudi Arabia has committed to fill void left by Iran

•Impact will be to boost long-haul crude movements

<Below-consensus VLCC fleet growth of 6% - vs. 9% in 2011 on 61 newbuildings

•Our 6% forecast is based on 69 newbuilds less slippage (19 vessels or 28%) and demolition/
conversion (17 vessels) and does not include removal of Iranian hulls from trading fleet

<Negative wildcards include another SPR release and impact of high oil prices on demand

Looking forward in 2012, we expect:

page 6

2012 Outlook - International ProductsProduct tanker demand expected to increase in 2nd half of 2012

<Growth in products movements from U.S. Gulf Coast to Latin America

•Regional clean product demand growth of approximately 200 kbpd

•Closure of Hovensa and Aruba refineries removes local supply

•Startup of Motiva in 3Q2012 increases products available for exports

<Growth in U.S. Gulf Coast dieselexports to meet European deficit

<Closure of refineries on U.S. East Coast to increase call on product
imports

•Tightening gasoline supplies to attract imports from Europe and Asia

<Product trade flows in / from Asia forecast to increase

•Increase in refining capacity in India results in higher gasoline / diesel exports
to the West

•Increase in intra-Asian trade as product deficit positions grow in Indonesia,
Australia and Vietnam

page 7

2012 Outlook - U.S. Flag
Jones Act market continues to tighten

<Jones Act Products fleet growth will be modest through 2016

•Current fleet of 54 vessels expected to grow to only 58 thru 2016

-5 vessels on order, with 1 mandatory retirement

•Fleet is fully employed with no vessels in layup

<Our Jones Act product tankers are all on time charter and 2012 fixtures are
being done at consecutively higher rates

<Our Products ATBs are benefiting from rising spot rates and less waiting time

<Motiva start-up in 3Q2012 to increase products availability in U.S. Gulf and
creates opportunity for additional Jones Act movements

•Increased cross-Gulf Jones Act movements to Florida to partially compensate for loss
of 150 kbpd clean products from closure of the Hovensa refinery in St. Croix

•Motiva will be in a strong position to compete with imports to fill U.S. East Coast
products requirements which would increase with any local refinery closures

page 8

In Summary

<We continue to advance a number of liquidity raising options to enhance
our financial flexibility

<We expect International TCEs in 2012 to show some improvement on
2011 averages

•Q1 and Q2 rates to date are reflective of this view

•We have substantial operating leverage and will benefit greatly from an upturn

<We continue to drive enhanced performance by U.S. Flag business and
our LNG and FSO joint ventures and expect further gains in their results in
2012

<We remain focused on capturing additional cost savings and maximizing
commercial performance in every sector

<With minimal capital commitments and debt repayments due, we expect
cash flow from operations to cover most or all of our obligations in 2012

<We will continue to manage the Company conservatively as if the weak
2011 environment were to continue

page *

Financial Review

Myles Itkin, CFO

page 10

Financial Review - Income Statement

Reflects impact of 559-day increase in revenue days
quarter-over-quarter due to growth in U.S. and
International Flag Product Carriers and Suezmaxes,
partially offset by the redelivery of currently unprofitable
chartered-in VLCCs and Aframaxes

Reflects $3.0M reduction in compensation for shore-
based staff relating to headcount reductions and
decreased incentive compensation accruals

Reflects newbuild deliveries in U.S. Flag, Int’l Products
and VLCC fleets

Costs associated with the relocation of technical
management operations for the International Flag Crude
fleet

Reflects increase in the average amount of variable rate
debt outstanding, along with a decline in capitalized
interest resulting from the completion of the construction
on several newbuildsand commitment fees on the
forward start facility entered in May 2011

page 11

Financial Review - Balance Sheet

Reflects $229M drawn under revolving credit facility

Includes CIP of $78M for 2 Aframaxes

Reflects transfer of marketable securities portfolio to
short term investments

Reflects $256M related to excess of current unsecured
revolving credit facility (plus outstanding letters of
credit), which matures in February 2013, over the
$900M capacity of the forward start facility

Cash balances will be available to the extent
necessary to pay down any excess revolver
balance prior to the effectiveness of the
forward start facility in February 2013

page 12

2012 Guidance

page *

Appendix

page 14

Reconciling Items

Special Items Affecting Net Loss

Set forth below are significant items of income and expense that affected the Company’s results for the three months ended March 31, 2012 and
2011, all of which are typically excluded by securities analysts in their published estimates of the Company’s financial results.

page 15

Reconciling Items (cont’d)

EBITDA

EBITDA represents operating earnings before interest expense and income taxes 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) 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.

TCE Revenues

page 16

Fleet Composition - As of April 27, 2012

	Owned	Chartered-in	Total	Newbuild	Total
VLCC	11	2	13	-	13
FSO	2	-	2	-	2
Suezmax	-	3	3	-	3
Aframax	6	3	9	2	11
Panamax	9	-	9	-	9
Lightering	2	4	6	-	6
Total Crude	30	12	42	2	44
LR1	4	2	6	-	6
MR *	17	22	39	-	39
Total Products	21	24	45	-	45
Product Carrier	2	10	12	-	12
Clean ATB	7	-	7	-	7
Lightering ATB	3	-	3	-	3
Total U.S. Flag	12	10	22	-	22
Total Gas	4	-	4	-	4
TOTAL	67	46	113	2	115

*Products MR operating fleet Includes 2 owned U.S. Flag MRs that trade internationally, a car carrier and a chemical tanker.

page 17

Off Hire Schedule

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 or known
maintenance and repairs. The table below sets forth, by vessel class, actual days off hire for the first quarter of 2012 and anticipated days off
hire for the second, third and fourth quarters of 2012 for the above-mentioned events.

page 18

Charter Hire Expense by Segment

For the Quarter Ended March 31, 2012

($ in thousands)

Note:Vessels chartered-in for less than one year are not on the Company’s fleet list.

All from vessels
not on fleet list

All from vessels
not on fleet list

Includes $9.6 mil
from vessels not
on fleet list

Includes $9.6 mil
from vessels not
on fleet list

page 19

Future Revenue $/Days by Segment
As of March 31, 2012

Locked-in Time Charter
Days by Segment

Locked-in Time Charter
Revenue by Segment

($ in 000)

Locked-in
Charter Revenue

($ in 000)

Note:Locked-in time charter days for 2012 are as of 3/31/12 and will differ from a more current date used in Appendices 3 and 4 in the quarterly
earnings press release.

page *

www.osg.com