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Executives

James I. Edelson - General Counsel and Secretary

Morten Arntzen - President and Chief Executive Office

Myles Itkin - EVP, CFO and Treasurer

Jonathan P. Whitworth - Sr. VP and Head of U.S. Flag Strategic Business Unit

Lois K. Zabrocky - Sr. VP and Head of International Product Carrier Strategic Business Unit

Mats Berglund - Sr. VP and Head of Crude Transportation Strategic Business Un

Analysts

Jonathan B. Chappell - JPMorgan

Douglas J. Mavrinac - Jeffries & Company

Natasha Boyden - Cantor Fitzgerald

Urs Dur - Lazard Capital Markets

Omar Nokta - Dahlman Rose

Gregory Lewis - Credit Suisse

Justine Fisher - Goldman Sachs

Terese Fabian - Sidoti

Overseas Shipholding Group Inc. (OSG) Q2 FY08 Earnings Call July 30, 2008 11:00 AM ET

Operator

Ladies and gentlemen thank you for standing by and welcome to the OSG second quarter 2008 earnings conference call. [Operator Instructions]. This conference is being recorded today, July 30th, 2008. I would now like to turn the conference over to Mr. Jim Edelson, General Counsel.

James I. Edelson - General Counsel and Secretary

Thank you. Before we start let me just say the following. This conference call may contain forward-looking statements regarding OSG'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; prospects for the growth of the OSG gas transport business; estimated TCE rates achieved for the third quarter of 2008; estimated TCE rates and synthetic time charter rates for the fourth quarter of 2008; and estimated synthetic time charter rates for the year ending December 31, 2009 and the first quarter of 2010; projected drydock and repair schedule; estimated vessel and newbuilding values; timely delivery of newbuildings and conversion of vessels; prospect for growth in revenues and EBITDA of OSG America; estimates of OSG's income statement items for 2008; and prospects of OSG's strategy of being a market leader in the segments in which it competes; the projected growth of the world tanker fleet; and forecast of world economic activity and the world's oil demand. Factors, risks and uncertainties that could cause the actual results to differ from the expectations reflected in these forward-looking statements are described in OSG's annual report and Form 10-K for 2007.

For this conference call, we've prepared and posted on OSG's website supporting slides to supplement our prepared remarks. This supporting presentation can be viewed and downloaded from the Investor Relations webcast and presentation section on OSG.com. With that out of the way, I would like to turn the call over to our Chief Executive Officer and President, Morten Arntzen. Morten?

Morten Arntzen - President and Chief Executive Office

Good morning and thank you for joining our conference call this morning. Let me introduce the management team here with me. Myles Itkin, our Executive Vice President and Chief Financial Officer; Captain Bob Johnston, Senior Vice President, Head of Ship Operations; Mats Berglund, Senior Vice President and Incharge of Crude Transportation Business; Jonathan Whitworth, CEO of LSP America; Jennifer Schlueter, Head of Investor Relations and Corporate Communications and Lois Zabrocky also joins us who is promoted as Senior Vice President at the June Boarding and Heads up our International Product Tanker Group.

As Jim indicated our remarks today will follow a presentation that is posted on our website, and you please now turn to slide 3. Coming of the strength in the first quarter, second quarter freight rates grow at exceptional results with OSG. This is the second high… this was the highest second quarter TCE revenues in OSG's 60 year history.

TCE revenues were up 41% to $386 million an increase of a $112 million from the same quarter last year. EBITDA was the $151 million a good indicator of the cash will generate for the year. That income was up 10% to $87 million and reported EPS was 23%, $2.81 per share. Now EPS this quarter was affected by a number of non-recurring items, important ones $0.76 or $24 million was due to the gain on sale of three older vessels. $0.20 or $9.4 million relates to the premium paid on the bond redemption and $0.92 or $29 million relates to mark-to-market unrealized losses on hedged positions in the quarter.

Now international freight rate strength was the big story, driving crude TCE revenues up 59% to $255 million; product TCE revenues up 21% to $72 million and U.S. Flag TCE revenues up 6% to $52 million. The first half results for 2008 are setting us up for a terrific year. As the first six month numbers are so strong, I thought we should highlight them. TCE revenues for the six months, up 43% to $762 million.

EBITDA, up 12% to $329 million. Net income up 22% to $199 million and reported EPS, up 45% to $6.42 per share. Now along with these strong results, our investment in ongoing fleet expansion continue to enhance OSG's market leading position in the segment in which we compete. Year-over-year 14 ships delivered across our four segments. I'll talk more about our newbuilding program later in my remarks.

Please turn to slide 4. Since analyzing our share repurchase program two years ago we've repurchased approximately 24% of our stock. Some of you have said we were late to repurchase game, but I think we have more than made up for that by completing two buyback programs at a total cost to OSG of $625 million. We have been paying attention to what our shareholders have been saying to.

At our recent June Board meeting, the Board authorized an additional $250 million stock repurchase program. And under that, we repurchased 150,000 shares at an average price of $77.40 per share before going into the blackout period on June 15th. At the same Board meeting as the new stock repurchase authorization was approved, the Board increased OSG's dividend 40% to $1.75 per share per annum. This was the third dividend increase for the company in three years. The reload and dividend increase are actions possible due to our strong operating result and reflect our confidence in the ability of our businesses to continue to generate strong levels of cash flow into the future.

Equally important these Board actions demonstrate our continued commitment to capital discipline and shareholder value creation. You should know by now, that we believe having flexibility is critical to long-term success. As a management team and a Board we look to strike a balance between several factors. Maintaining balance sheet strength of financial flexibility, investing in growing our business, returning capital to our shareholders and building values for the long-term. You can expect more of the same from us going forward.

During the quarter we completed the redemption of our 8.25% bond. This is expected to generate interest saving of $7 million per annum through 2013. Also during the period, we repatriated $545 million in cash which was used to pay down debt by approximately $360 million.

Now as you are all painfully aware the capital markets today are incredibly focused on credit leverage ratios and on the financing challenges facing companies all over the globe in all industries. In this environment and even tougher environment than what we experienced during the Latin American debt crisis during the mid 1980s, is that there's a real plus for OSG that we can approach our markets and look at opportunities in position of financial strength. This is reflected in some of our key financial measures. $1.6 billion, only $1.2 billion long-term debt down more than $300 million from year end, liquidity adjusted debt to capital was 32.4% at quarter end and less than $30 million a year and debt repayments per annum prior to 2013.

Please turn to the next slide. Now there is a lot of detail on this slide perspective on the market. Let me just do the highlights. Why was the first half so strong? Oil production was up roughly 2 million barrels per day. The VLCC fleet actually contracted in the first half of '08 and long-haul shipments increase, notably from the Middle East and Venezuela and single haul discrimination expanded that's why we've had such a good market.

Now looking now at our 18 months outlook, how do we see that? We do see resumed fleet growth happening in the balance of the year next year. We see some slow down in the demand will put pressure on rates notably the U.S. [inaudible] the wild cards, political unrest, weather, oil prices and the state of the global economy, nevertheless remains a good outlook.

On the next three slides, I want to highlight what's compelling in our three primary segments, Crude, Products and U.S. Flag. This is OSG's growth story and it's worth repeating, as you know I will do. The Products fleet performance this quarter was solid. We are committed to this business and excited about its future. Now the Product business operates in a world of very high refining utilization and increasingly complex product specs. This results in both ton mile increases and opens up cargo arbitrage trading opportunities. And looking forward, most of the refinery expansion in the world is happening at further distances from the main consuming areas and it's good for shipping.

Taking a quick look back the last three years, Lois has worked tirelessly with enormous financial discipline building our product tanker business for the future. The Products fleet is now made up of 33 MRs and four LR1s. 14 additional ships enter the fleet over the next three years. Now despite all of the product, the unit remains burdened with what we call the legacy ships. 13 pre-1990 MRs. One of the legacy ships left the fleet early this month and the remaining 12 will be returned to their owners over the next 12 months.

They are being replaced with modern IMO III capable vessels that can easily switch between clean and dirty trade and trade worldwide, which is in sharp contrast to the legacy ships whose age and structures required us to put them out on modest time charters while spending a lot to maintain them. The bottom line is, we expect the 13 ships that replace the legacy ships to earn approximately $5,000 per day per ship more or $2 million a year adding $26 million to our operating profit line. This will be a very exciting story for the Product business going forward.

Moving to the U.S. Flag, in the next three years OSG America's fleet will grow by more than 50%. During the same period, EBITDA grows by 65% and revenues nearly double. These are impressive numbers for a business units that we have and will continue to make significant investments in and remains committed to the long-term. Indeed, I don't know another shipping segment that has a more compelling path to the future than our U.S. Flag business.

The entire OSG America Jones Act fleet is characterized by stable and growing cash flows from medium and long-term charters. This fits in attractively with OSG's portfolio approach to growth and diversification. We are equally excited about the new projects underway in the U.S. Gulf, U.S. Ultra Deepwater market. So stay tuned on this front. And let me talk a little bit about our crude business.

By timing entering the Suezmax segment could not have been more timely. Since the formation of Suezmax International with Seaarland our Italian partner in Aframax International, we now have two OSG ships on the water, and two additional tankers, Suezmax tankers that delivered in the first quarter of 2009. The pool, Suezmax International will total 11 ships by 2011 when all our partners' newbuildings are delivered.

In the last two months, Aframax International has chartered in seven vessels to take advantage of the strong market. OSG's commercial management of this pool enables us to act quickly and benefit from the actions such as this. On the new boat front, we have nine new boat in the crew group, get ready for delivery between next quarter and 2011. Three VLCC's, two Suezmax's and four Aframax's.

We continue to focus on expanding the fleet to meet market and customer demand. A quick update on the ULCC conversion project, which is on time and on budget. The TI Africa will leave the OSG fleet in January of 2009, undergo conversion in Dubai and re-deliver onsite in Qatar in September of 2009.

Moving to the next slide, I want to talk a bit about our hedging strategy. When I pick up on a theme I mentioned at the outset of this call, flexibility. As we look at how we manage the cruise fleet, we have to build a… we have built a portfolio of synthetic time charters to maintain commercial flexibility as well as to avail ourselves of the higher levels of fixed earnings the paper market affords us.

The commercial strategy we deployed across each of the crude asset classes is to gain access to scale, via participation in commercial pools meant to build cargo systems with our customers. We believe strongly that cargo is king, and there are portfolio stay away, contracts of affreightment enables us to routinely outperform the broader markets in which we compete.

Now our need to keep ships available to meet the COA commitments means we don't put many of our ships out on fiscal time charters. In the VLCC segment, this has not prevented us from locking away ships on attractive time charters as we haven't seen many. Indeed as best we can estimate, the average rate of the 33 time charters, our four biggest competitors have entered into is a tad more than $42,000 per day. These are levels we have chartered ships in at. The only advantage of time charter is that the accounting does not require mark-to-market treatment. So the impact is substantially the same.

Our crudes have taken positions in the FAA… SFA market is simple. We hedge our freight risk and manage the volatility in crude transportation rates by locking in positions when rates exceed our own internal forecast for spot rates. When considering hedging, we also take a look at historical rates and consider what the leading forecast services are projecting.

Finally we've only taken cover at levels that support the current market values of our tankers… the current high market value of our tankers. Importantly, very importantly, to the extent that the market moves contrary to our hedged position, we have physical positions that cover the hedge. For the balance of 2008, we have 450 VLCC days hedged in third quarter, at $5,535 per day and 539 VLCC days at $69,836 per day in the fourth quarter. For 2009, 55% of the VLCC fleet is fixed at very attractive $63,000 a day rates.

Myles will go through some of the mechanics of how the hedges flow through our financial statements later in the call. While a lot more variables go into our hedging decision, if you look at the chart with the VLCC trading fleet outlook, you get a good directional sense for how we see the market. We see the VLCC fleet growth resuming in the second half 2008 and then a net growth of 43 ships in 2009. A largest increase in the trading fleet in one year, since the early 1970s. 2010 on the other hand looks really promising.

Our newbuild program as you all aware newbuilding prices in all categories of ships had continued to rise and new historic highs are reached every week to reach new order.

But we feel very good about our 37 ship newbuilding program, all of which were done at price levels well below today's current high prices. I think it's noting the fact that the value of the newbuilding fleet has appreciated the $110 million since our initial contracts.

Now, I am taking over Myles' value of OSG slide. At the end of the first quarter we estimated our NAV at approximately $110 per share. Since then, the second hand value are existing fleet and our newbuildings has gone up, at the same time as we have take down debt by approximately $300 million or generating substantial amount of cash from information.

This is reflected in the NAV of $170 per share, we now show on the chart that most of you have become familiar with. The view of our value is conservative in our view. We have not built in the $110 million, I mention and we appreciate value of the newbuild fleet. Nor have we built in the value of our in the money vessel purchase options and charters expansions options.

This coupled with our market expansion opportunities a significant portfolio of stable cash flows and active asset management program and our continue distribution of capital the shareholders make OSG a very attractive investment at current levels.

And that concludes my remarks. Now, let me turn the call over to Myles Itkin, our CFO.

Myles Itkin - Executive Vice President, Chief Financial Officer and Treasurer

Thank you, Morten and good morning. Please turn to slide 15 for a discussion of P&L items. The results for the quarter ended June 30, 2008 reflect the accounts receives and strengthening of rates within the context of an already robust, great environment. The company's earning power and our ability to deliver superior returns is evidenced by 41% increase in TCE revenues, an operating margin of 39%, and a net profit margin of more than 22%.

The increase in Q2 revenues over the prior year's quarter is attributable to an 82% increase in VLCC spot rates to $98,750 per day, and a 75% increase in Aframax spot rates to $55,500 per day. 945 additional revenue days across all sectors are reflected in our quarterly results. Of the $386 million of TCE revenues earned during the second quarter, $255 million or 66% is attributable to the crude sector, $72 million or 19% to the products sector and $52 million or 13% to the U.S. Flag sector.

For the quarter, 61% of the company's TCE revenues were derived in the spot market and 39% in the physical and synthetic time charter markets. As we discussed, the company enters into freight derivatives with the primary objective of using them as economic hedging instruments, some of which qualify as cash flow hedges for accounting purposes. Those positions, primarily for VLCCs resulted in hedging expenses of $18.2 million in the second quarter, which are reflected as reduction of shipping revenues. The synthetic TCE rate achieved in the second quarter was $73,832 per day for about 6.7 VLCCs.

The impact of settlements and changes in fair value of economic hedging treatments -- instruments that do not qualify as cash flow hedges, as well as any derivative transactions entered into for trading purposes are reflected in other income and resulted in a charge in the second quarter of $42.4 million. This includes both realized and unrealized amounts. The $42.4 million includes over $30 million related to market-to-market adjustments as of June 30, which is unrealized.

Since June 30th however rates in both the FFA and the bunker markets have weekend. For perspective, using the forward rates as of July 29, rather than June 30th, the unrealized loss included in other income would have decreased by approximately $6 million to $24 million.

The positive impact of the increases in spot rates in revenue days was partially offset by higher voyage expenses, which increased by $16 million from the second quarter of last year. Our fuel cost accounted for $14 million of this amount. Vessel expenses for the entire fleet increased by $9 million for the quarter to $78 million; this increase primarily reflects increases in crude cost of $6 million. We continue to experience industry wide upward pressure in all areas of OpEx, but especially in the area of crew wages.

Charter hire expenses increased to $103 million in the current quarter, up $35 million or 52%. The increase was attributable to 10.4 more vessels or 948 days being chartered in during 2008 second quarter. The profit share components included in charter hire expense was $10 million higher than 2007's comparable quarter as a result of higher earnings generated on both VLCC and Aframax.

G&A expenses increased by $2.8 million in the second quarter to $34.5 million, the increased from the 2007 quarters, attributable to an increase in salaries and stock-based incentive compensation of $1.7 million. Incremental cost associated with the Manila office of $500,000 and higher legal and consulting cost.

G&A expenses however decreased by $2.8 million from $37.3 million in Q1 '08. The decrease reflects the company's programs to reduce G&A cost and is mainly attributable to $1.1 million decrease in benefit related expenses and the $900,000 decrease in accounting and legal cost. As a result we now expect G&A expenses to come in at the low end of our annual guidance of a $145 million to $160 million.

During the quarter we sold three older vessels the Pacific Ruby, a 1994-built Aframax. The Aquamar in 1998-built Handysize product carrier and the M215, our last remaining single-hull 1978-built HEV for an aggregate gain of more than $23 million.

Other income for the quarter resulted in a loss of $46 million compared with the $34 million gain in Q2 '07 a swing of more than $80 million. The loss for the current quarter is mainly due to the required accounting for derivative transaction as we previously discussed. In addition, other income reflects the $7 million premium paid on the redemption of our 8.25 Senior Notes due 2013. We also remember that Q2 '07 included a $26 million gain on the sale of our remaining shares in [VHT]. Overall levels of both interest income and expense are down as a result of the repatriation of $545 million of foreign cash during Q2 2008 and its resulting used to repay debt. The $545 million represents previously taxed income that could be repatriated with our tax consequence.

The repayments of our 176 million 8.25 Senior Note issue, and 31 million of capital lease obligations on two U.S. Flag product carriers will reduce interest expense by about $8 million per annum through 2010. Accordingly, we have revised our guidance for 2008 as shown in the appendix to this presentation, to 60 to 70 million from 85 to 95 million for full-year 2008.

Please turn to slide 14 for a discussion of various balance sheet line items. Our cash and cash equivalents stood at $220 million at June 30, compared with $500 million at December 31. The decrease in the cash balances reflects the previously discussed $545 million cash repatriation. The reduction in investments in affiliated companies to $86 million from $132 million at December 31, is attributable to a $20 million return of capital from our LNG joint venture, and the dissolution of a joint venture constructing two VLCCs. As a result of the dissolution of such joint venture, one of it's two VLCCs scheduled for delivery in 2010 is now reflected in the vessel line item on our balance sheet.

Across all sectors, our remaining newbuilding commitments aggregated just under $1 billion at June 30, $195 million for the six months remaining in '08, $269 million for '09, $358 million for 2010, and $177 million for 2011. Shareholders' equity increased by $78 million through the addition of $199 million of net income offset by $58 million spent for stock repurchases, $33 million in dividends, and $47 million increase in unrealized derivative expenses related to freight rate cash flow hedges.

It is important to note that the results of these effective freight rate cash flow hedges are expected to be offset by changes in the underlying hedge crude revenues in the periods to which such hedges relates. According synthetic TCE positions have been created as follows. Q3 2008 north of $55,000 a day, Q4 2008 approximately $70,000 a day for 5.9 VLCC's, 2009 $63,000 a day for 8.7 VLCC's and the first quarter of 2010, $61,000 per day for 3.1 VLCC's.

Slide 15, underscores the actions we've taken to increase fundamental shareholder value by increasing our level of locked-in revenue and associatively our earnings stability. The amount of locked-in revenue including synthetic time charters stood at more than $1.9 billion at June 30. This amount includes $419 million related to U.S. Flag Lightering COAs, $278 million relating to our synthetic time charters and $22 million representing OSG's share of time charters entered into by our Aframax international pool.

The fixed revenue streams associated with our Gas business unit and our FSO joint venture, which are accounted for as equity income in affiliated companies, amounts to an additional $1.8 billion, bringing aggregate locked-in revenue to more than $3.7 billion. Details regarding both locked-in revenue and days per sector are included in the appendix at the end of the slide presentation.

This concludes my formal remarks. Before opening the call up for questions, let me turn the call back to Morten.

Morten Arntzen - President and Chief Executive Office

Thank you Myles. Before we turn to the Q&A, let me say that we will not be addressing any questions concerning rumors or speculation about top lines investments in OSG or about industry consolidation as it relates to OSG. We remain focus on executing our balance growth strategy.

Now we'll be happy to take questions and going to ask the operator to put us in the question mode.

QUESTION AND ANSWER

Operator

Thank you, sir [Operator Instructions]. Our first question comes from the line of Jon Chappell with JPMorgan. Please go ahead.

Jonathan B. Chappell - JPMorgan

Thank you, good morning. Morten, is it relates to the US business and the growth opportunities there. How do you view, what's going on in the West Coast the [NASCO] yard and with one of your competitors as a potential growth opportunity for OSP longer term.

Morten Arntzen - President and Chief Executive Office

Could you work that little more clearly, so make sure I understand your question Jonathan?

Jonathan B. Chappell - JPMorgan

Sure, are there opportunities, better long term opportunities now given some on the financial problems with your competitors in the [inaudible] yard

Morten Arntzen - President and Chief Executive Office

We can't comment on financial challenges that any of our more competitors will have, I'd say that long run, there is no question there is going to be a need for more MR tankers in just like one we're building in Philadelphia when you get out beyond 2012 and 2013. And we believe there will be shuttle tanker opportunities in the ultra deepwater Gulf. So if you just look at just those two segments, you are talking about enormous opportunities for OSG. And we certainly, as we've shown in the, what we've done with OSG in the last six months, we remain very committed to this business. Maybe I ask Jonathan you can add some color to that?

Jonathan P. Whitworth - Senior Vice President and Head of U.S. Flag Strategic Business Unit

I think those are the major points that regardless of what's going with some of our competitors, our plan is pretty simple on that we continue to grow in this key market and that's both with the product tankers, the ATB's and as Morten just mentioned, the shuttle ships. So, I really don't want to speculate what's going on with other companies. We just clearly see that the future is bright for somebody that has a great platform like ourselves.

Jonathan B. Chappell - JPMorgan

Okay. That's fair. Myles, after 300 million of debt pay down in the first half of the year assuming significant amount of cash flow generation in the third quarter. How do you feel about the company's leverage right now in this credit environment? Would you like to take it down any further, or do you… you're at a perfect point you think right now as far as the debts concerned?

Myles Itkin - Executive Vice President, Chief Financial Officer and Treasurer

I think we're at a perfect point, particularly considering the lease obligations that we have on a going forward basis. Approximately half of our fleet following the delivery of the newbuildings will be charted in and while they are not reflected as capitalized lease obligations, they still constitute obligations of the firm. So very, very comfortable with the leverage we have.

Jonathan B. Chappell - JPMorgan

Do you have the number for -- I think you've given in the past on an adjusted basis with the chartering fleet, what the debt to capital looks like?

Myles Itkin - Executive Vice President, Chief Financial Officer and Treasurer

Yeah, you could -- if you add approximately $2.4 billion to our existing debt, you'll come up with the number.

Jonathan B. Chappell - JPMorgan

Okay. Another cash question, that is about $49 million on the balance sheet for vessel held in -- held for sale. Does that relate to modern VLCC that we've seen in some brokerage reports as being sold in the third quarter? And if so, what would be the cash benefit from that?

Myles Itkin - Executive Vice President, Chief Financial Officer and Treasurer

I'm not sure that's -- Jonathan what number. We have which we disclosed 18 months ago, we sold the overseas on a forward-sale basis for conversion for an FPSO projects at that price, so I think we'll be able about 126 or 127 million.

Myles Itkin - Executive Vice President, Chief Financial Officer and Treasurer

127.5.

Myles Itkin - Executive Vice President, Chief Financial Officer and Treasurer

127.5 and those expected to come in the first quarter of 2009.

Jonathan B. Chappell - JPMorgan

Okay, in the balance sheet and the assets that was up for sale for 48.8 million that wasn't there in the second quarter of last year.

Myles Itkin - Executive Vice President, Chief Financial Officer and Treasurer

We'll come back to you and clarify that, but that's the VLCC referred in the broker reports.

Jonathan B. Chappell - JPMorgan

Okay, yeah.

Myles Itkin - Executive Vice President, Chief Financial Officer and Treasurer

Obviously, recognized the significant gains that.

Jonathan B. Chappell - JPMorgan

Right, So, last one is the charter higher expense items in the appendix, the new range does that include the amortization of the deferred gain or is there a net number when you back that out?

Myles Itkin - Executive Vice President, Chief Financial Officer and Treasurer

It's Included.

Jonathan B. Chappell - JPMorgan

Okay, that's all I have. Thank you.

Myles Itkin - Executive Vice President, Chief Financial Officer and Treasurer

Thank you.

Operator

Thank you. Our next question comes from the line of Dough Mavrinac with Jeffries & Company. Please go ahead.

Douglas J. Mavrinac - Jeffries & Company

Thank you, good morning all. I just had a few follow-up questions on your presentation this morning. And specifically, first related to the market, the strength in the market. Morten, in your comments you mentioned a number of factors why rates were so strong, but I was just curious to your thoughts as far as slow steaming goes. How much slow steaming that you… that we may have seen in the crude oil tanker market over the last few months and the impact that you think that could have had no charter rates since maybe early April?

Morten Arntzen - President and Chief Executive Office

I'll let Myles to take that one.

Myles Itkin - Executive Vice President, Chief Financial Officer and Treasurer

We have not seen a lot of slow steaming given that rates have been so high, but it does provide cushion should rates go down, it does become financially preferable to slow down if VL rates go between and start to get below $100,000 per day to $80,000 per day with this bunker prices is actually pace to slow down. So we see that as a good cushion but with VL rates being around $140,000, $150,000 per day right now people are not slowing down.

Douglas J. Mavrinac - Jeffries & Company

Okay and then

Morten Arntzen - President and Chief Executive Office

You see greater revenues of that in are not slowing down.

Douglas J. Mavrinac - Jeffries & Company

Okay. and then --

Morten Arntzen - President and Chief Executive Officer

You see greater evidence of that in other sectors of the industry. So, way more common in the container space than it is in the tanker space.

Douglas J. Mavrinac - Jeffries & Company

Right, that's exactly right guys, and that's what I was trying to figure our. But to the extent, I mean, whenever you're trying to make the decision, can you walk through the decision making process, if rates were to soften here, but was high bunker fuel prices, if we may not see a relatively high forward [ph] rate, you know, who makes the decision, is it the owner, is it the charter? And how much do the strong rates impact that decision?

Morten Arntzen - President and Chief Executive Officer

That decision is made by the -- in our case, the commercial manager the crews [ph] that manage the crude ship. On your balanced leg, you have flexibility to do anything you want. On the laden leg, you're governed by totty-potty, but which generally gives you know plus, minus half a notch as regard to speed.

Douglas J. Mavrinac - Jeffries & Company

Okay. And then Mats, is it safe to say that, say, like a 10% reduction in speed translates about a 30% reduction in fuel cost?

Mats Berglund - Senior Vice President and Head of Crude Transportation Strategic Business Unit

Yes, I mean, the curve gets very steep at that high speed. So, I can't comment exactly on the percentages you mentioned but --

Douglas J. Mavrinac - Jeffries & Company

Okay.

Mats Berglund - Senior Vice President and Head of Crude Transportation Strategic Business Unit

It has a big impact at speed.

Douglas J. Mavrinac - Jeffries & Company

Okay, okay, great, thank you. And then transitioning over to the product straight over the last few months. How much of the strengthened rates, I mean, you guys, operate both. How much has is it strengthened the product tanker trade, would you attribute to the strength in the crude oil trade and may be some product tankers leaving the product tanker trades temporarily to take advantage of the stronger rate and bid.

Morten Arntzen - President and Chief Executive Officer

Lois?

Lois K. Zabrocky - Senior Vice President and Head of International Product Carrier Strategic Business Unit

Doug, essentially, if you look at our MR fleet, which is majority of our vessels on the water, I think the strength in that market year-to-date hasn't really been as a result of the pull on the middle distillate [ph] where the diesel part of the barrel a lot of South American trade a lot of increase in ton miles. I think where you see the impact from the crude market is more on the larger sectors sort of really beyond on the LR1s and the LR2s and I think that with the -- in the second quarter, we certainly saw some of the large clean hours trading over into 30 and that did impact the markets. But I would say on the MR resilience has really been based on the fundamentals in the marketplace, from the product side.

Douglas J. Mavrinac - Jeffries & Company

Thanks. And then one final question for trying back [ph] over me. has to do with scrapings. What the -- obviously, that more pace of dead line coming up in 2010. We recently saw our fourth VLCC scrap this year, even though you've been expensing very, very strong freight rates. At what points -- I mean what your best guess be, as far as you start, when we start seeing an acceleration in scrapings ahead of that point and face that deadline. Is it a rate decision or is it going to get to the point where they have to discuss no matter what?

Morten Arntzen - President and Chief Executive Officer

Well, its good combination of freight rate and the scarped price, yeah, IMO phase out is happening and gradually over 2010 and you can't -- its likely to happen earlier because you have a dry-dock, you have a special survey coming up and if that survey comes up six or nine or 12 months before, the IMO phase out, you're unlikely to incur a $5 million dry-docking specially rates are somewhat softer. It's a factor of many things, but we don't think every single ownership will be scraped at the very end of the IMO deadline, it will happen earlier.

Douglas J. Mavrinac - Jeffries & Company

Okay, great. That's all I had, sorry could work one for you Jonathan. But thanks Mats, Lois, Myles and Morten.

Morten Arntzen - President and Chief Executive Officer

Doug, thank you for upping your forecast rates for the current year and next year, well done.

Douglas J. Mavrinac - Jeffries & Company

All right, thanks.

Operator

Thank you. Our next question comes from the line of Natasha Boyden with Cantor Fitzgerald. Please go ahead.

Natasha Boyden - Cantor Fitzgerald

Thank you, operator. Good morning, everyone. First question, I just wanted to ask the decision to repatriate as this cash analysis too earlier. What the starting factor was driving that decision?

Myles Itkin - Executive Vice President, Chief Financial Officer and Treasurer

It's frankly, its spread on margins more than anything else. We have the ability to repatriate at the cash for flexibility purposes. We have kept that cash as overseas cash. They just appears to be economically more desirable to bring it back today.

Natasha Boyden - Cantor Fitzgerald

Okay, great. And I'm assuming that was substantially over the cash flow, could be repatriated with no tax consequences, was that substantially a little bit now?

Myles Itkin - Executive Vice President, Chief Financial Officer and Treasurer

That's the previously untaxed taken, although there is the possibility of pending legislation, which would afforded opportunity to repatriate an additional $0.05 billion at a tax favorite rate and 5.25%.

Natasha Boyden - Cantor Fitzgerald

Right. How is that sort of pending legislation? How is that look? Or is that something you can't really comment on?

Myles Itkin - Executive Vice President, Chief Financial Officer and Treasurer

Its speculation, of course, but we are fairly same.

Natasha Boyden - Cantor Fitzgerald

Okay. All right, great. I wanted to go back and look at the -- you've been talking about the VLCC outlook. You've look -- synthetically locked in a rate of about six to 3,000 a day for '09, its about 3,000 days, and this going to less for 10 and you've ordered VLCC newbuild 10 of 11 delivery. That sort of indicates to me that you do expect the rebound for '10 and '11, but, I am just curious on page 9. And then say where you got new delivery 67 VLCC the removals 67.

I am sort of curious, why you think that that will be such an absolute balance in the market? I know you've talked about the 2010, IMO regulations. But isn't there an awfully large loophole in that, that it says that the individual… it's up to the individual port date to decide whether or not single-hull can operate in that also. And as the rate… do you expect to rebound and the rates are going to be high doesn't that indicate the perhaps single-hull's will still be operating in some of those state?

Morten Arntzen - President and Chief Executive Office

Natasha, I've been saying… the answer to this question is pretty much same way for three years, and that is that we thought the commercial market would obliterate the single-hull tanks ships earlier than the IMO phase-outs. And what happened in 2009… what happened with the [inaudible] was that that trend was accelerated because of increased discrimination as a result of that.

And you now have I think as much as 40,000 of dates spread between singles and doubles and that will continue. And as the single-hull fleet falls below 10% of the total freighting fleet, being an outlier and taking a single will become more difficult. We continue to believe that China and Japan will outlaw singles assuming the IMO phase-outs. So, we think that the number is actually really quite good. So that… we don't see a lot of repose. The market won't allow it.

Natasha Boyden - Cantor Fitzgerald

Okay. All right. So, effectively what you are looking for is….

Morten Arntzen - President and Chief Executive Office

Last time analysis are fairly now selling single whole VLCCs. They along with one other big world company have been the major users of singles. And I think that's a pretty good telling sign. The traditional marketplace is doing what we expect that it was just doing it more quickly.

Natasha Boyden - Cantor Fitzgerald

Okay. So essentially it is somewhat of a bearish market next year and then a rebound in 2010?

Morten Arntzen - President and Chief Executive Office

Well, bearish at...

Natasha Boyden - Cantor Fitzgerald

Well not bearish but...

Morten Arntzen - President and Chief Executive Office

$3,000 a day, which I think was about double what the consensus forecast was at the beginning of the year. But other than that...

Natasha Boyden - Cantor Fitzgerald

Well, I suppose I am looking at it in relation to today's markets, I guess. Okay, and then just lastly, you know, news about resale opportunities, you've got a couple come online, I mean, do you believe the global credit crisis will cause asset values to eventually come down, or big freight rates right now as too high enough to justify current values?

Morten Arntzen - President and Chief Executive Office

Well, freight rates, that means the rate we've locked in next year more than justifies the current market value. today. I mean the problem is that you can't get VLCC berths now until 2012.

Natasha Boyden - Cantor Fitzgerald

Okay.

Morten Arntzen - President and Chief Executive Office

There's a huge need for them. They generate enormous amounts of cash, so… and there's so much equity within the shipping world right now that well in the past you do your 80% financing, people can put down 50% equity on a vessel today because of the cash flows you have.

Do we think that will become a burden on some companies, on startup companies, on new players or on bigger deals? We think the credit crunch will hit the shipping industry because the shipping banks like everybody else are getting impacted by the overall cost of Interbank's funding, of medium term funding. I mean, you're seeing some of the banks out there raising 5 year money more extensive levels in OSG, and there is no way our industry will not be impacted by that.

Natasha Boyden - Cantor Fitzgerald

Okay, great. Well, thank you very much.

Myles Itkin - Executive Vice President, Chief Financial Officer and Treasurer

Just to use this opportunity to answer a previously asked question, the vessel held for sale is the overseas startup which is… that we've discussed.

Morten Arntzen - President and Chief Executive Office

And 49 million was the book value of the… here's the book value.

Operator

Thank you. Our next question comes from the line of Urs Dur with Lazard Capital Market. Please go ahead.

Urs Dur - Lazard Capital Markets

Good morning.

Morten Arntzen - President and Chief Executive Officer

Good morning.

Myles Itkin - Executive Vice President, Chief Financial Officer and Treasurer

Good morning

Urs Dur - Lazard Capital Markets

A lot of the questions have been asked but in regards your synthetic coverage for next year on to these, maybe a little bit more color on next year considering you have mentioned the fleet growth next year which I think -- can you give the 62,000 today as a discount forward to have a coverage and you think overall rate should outperform that next year or do you view that as an attractive rate where its locking in now and feel that may go lower.

Morten Arntzen - President and Chief Executive Officer

Well I think Urs, as if we're gradually every quarter up our forecast depth in '09 and but there is a lot of economic uncertainty in the world you have demand destruction in the U.S., we have more ships delivering in, in a period time than before. We had lot of ships coming in the fourth quarter this year and historically when new ships have come in they have had a discount in their initial voyages and you may not have that now.

So we actually think that the 2009 is going to shape up to be very strong to average, average to very strong year. Having said that we also know that its very difficult to call a market in which you are paying a $120, $130, $140 barrel of oil and so we have decided to take some protection when we're able to achieve the kind of levels we did. So, we're happy with what we have done there. We think it was smart and the numbers what I said there, they more than cover the cost of the current market by the vessels.

Urs Dur - Lazard Capital Markets

No I understood, now forgive me on this a little bit just in regards unrealized loss and I get the question some investors on this and I am not sure if I had the proper answer for this but the unrealized on the forward agreements forgive me if this sounds stupid, does that -- is there ever an occasion where this does become realized, walk me going forward, how this is going to look possibly for the next few quarters?

Myles Itkin - Executive Vice President, Chief Financial Officer and Treasurer

If thing stood in the markets, as they did on June 30 --

Urs Dur - Lazard Capital Markets

Yes

Myles Itkin - Executive Vice President, Chief Financial Officer and Treasurer

Going forward, the unrealized loss will become a realized loss. However, the rates in the FFA market will come down, as long as the costs of bunkers have been decreased. With the results that even today that unrealized loss has been materially reduced and rates continue to come down. So it's always a mark-to-market position over your remaining forward position.

Urs Dur - Lazard Capital Markets

So, I mean, as in, if rates come up further this quarter, the unrealized loss at the end of this quarter could be substantially lower than what we just saw on this quarter?

Myles Itkin - Executive Vice President, Chief Financial Officer and Treasurer

That's correct.

Urs Dur - Lazard Capital Markets

Okay, appreciate it. And then again, this is a smaller issue but noticing on the balance sheet, other liabilities and deferred taxes are up a good, I believe, $50 million or so, is there any -- can you give us any color on -- into that number and --

Myles Itkin - Executive Vice President, Chief Financial Officer and Treasurer

That also has to do with the derivative position that's reflected as a -- an effective cash flow hedge.

Urs Dur - Lazard Capital Markets

Okay

Myles Itkin - Executive Vice President, Chief Financial Officer and Treasurer

But I'll be more than happy offline to take you through greater details.

Urs Dur - Lazard Capital Markets

I was ready to tell, that basically, all I had; I appreciate it very much, and thank you guys.

Morten Arntzen - President and Chief Executive Officer

You bet.

Operator

Thank you, our next question comes from the line of Omar Nokta with Dahlman Rose. Please go ahead.

Omar Nokta - Dahlman Rose

Thank you, Good morning

Morten Arntzen - President and Chief Executive Officer

Good morning

Omar Nokta - Dahlman Rose

You put a lot of your vessels, obviously on the synthetic or against the synthetic charters and right now, we estimate, I guess that is about half of your deal of 50 days are locked up against this. Going into '09, do you see yourself adding more or at least within second half of this year adding more to the -- they've taken up to 75% or 80%?

Morten Arntzen - President and Chief Executive Officer

I don't think unless you saw some incredible spike in the fourth quarter, I think -- don't see of anything to the synthetic book. The only thing might be is the time charter going into the lightering business, possibly that will be more lightering business, no I don't see if that is turned off.

Omar Nokta - Dahlman Rose

Okay. So nothing for the -- for the most point nothing for the second half then.

Morten Arntzen - President and Chief Executive Officer

I would not expect much in the way of changes in that. But the freight market is more volatile than the underline freight market. So I said before you could see us unwinding from the positions we have, but they could change. But right now as we said, I don't see its doing a whole lot more.

Omar Nokta - Dahlman Rose

Okay. And just on the ULCCs I know you're no longer classifying them as part of the VLCC average rate that you report. Would you be able to give me some color on what you -- what the two ULCCs earned for the second quarter?

Myles Itkin - Executive Vice President, Chief Financial Officer and Treasurer

They've made, what effects the accounting at $76,000 per day for the second quarter and thick so far in the third I think is $160,000 per day.

Omar Nokta - Dahlman Rose

Okay. And once the first one goes into FSO conversion early next year, what are your plans with the other ones, do you intend to keep trading that as the ULCC or do you have longer term plans for converting that into a FFO?

Morten Arntzen - President and Chief Executive Officer

We will keep trading it as a, as a tanker. There is no question, we have a lot of increase on that ship as an FFO or an FPSO I think very likely could end up in that trade. The good thing about it is that we will have the ability to trade in a physical market and make really incredible returns on the ship, or if we move into an alternative it will be because -- it will make good economic sense like the first to be able to done.

Urs Dur - Lazard Capital Markets

Okay.

Morten Arntzen - President and Chief Executive Officer

Good double-hull tankers are hard to get a hold of. There is only two more double-hull ULCC left in the word, we have one [Uranus] has one. Good position to be in.

Omar Nokta - Dahlman Rose

Right. Okay. And I just have one final question, it's a bit different. With respect to double-hull tankers, if on this company a couple of years ago and you sold your stake in that company last year, for the most part I think its $15 or more and the stock extends bonds to below 10. I am wonder with the appreciation investment prices, especially beginning of this year. Do you think you would go back and revisit essentially getting back into that -- to that company?

Morten Arntzen - President and Chief Executive Officer

It would be inappropriate for me to speculate about anything we do with double-hull tankers. I can say that we remain committed to growing our crude business. And that we are constantly looking it up to results there, which is why your saw us taking seven Aframax's in the last two months and why you saw us snap up two new buildings and [inaudible] opportunity rose. We certainly will be opportunistic.

Omar Nokta - Dahlman Rose

Understood. Thank you so much.

Operator

Thank you. Our next question comes from the line of Greg Lewis with Credit Suisse. Please go ahead.

Gregory Lewis - Credit Suisse

Hi. Good morning. My first question is, you know, related to the Jones Act fleet and with the U.S. oil demand weakening, have you seen the Jones Act vessel rates come under any pressure?

Jonathan P. Whitworth - Senior Vice President and Head of U.S. Flag Strategic Business Unit

Good morning. This is Jonathan. We have seen actually very little downward pressure on the rate. It has come down this summer marginally. What we have seen though is the decrease of utilization on the non-double-hull, non-modern vessels. So the rates have come down slightly, but the utilization on those vessels, they are continue to playing the oil trade has reduced at a greater rate. So, effective time charter equivalents have dropped. But it's not been really driven by rate, its by utilization. And that's one of the reason why you have seen a lot of, in fact there were four vessels in the second quarter that were Jones Act oil carriers that actually switched to grain, foreign grain product. So, that's kind of indicative of that utilization issue.

Gregory Lewis - Credit Suisse

And could you just sort of place like a level on the falling utilization like on a percentage basis?

Myles Itkin - Executive Vice President, Chief Financial Officer and Treasurer

We don't have an industry utilization number on that. So, I can give you anecdotal story of how percentage or number of vessels. But unfortunately for an industry that's not on track.

Gregory Lewis - Credit Suisse

Okay. Fine, I guess switching over to the crude oil [ph]. It's looks like over since the end of the last week you know rates are come off pretty sharply VLCC rates are come up pretty sharply over the last like to three days. Just sort of any sort of feel or what sort of driving, what drove that pretty sharp correction in VLCC rate?

Morten Arntzen - President and Chief Executive Officer

Yeah, it's really too many ships in the AG [ph] rates have been significantly higher than West rate. So, no ships have gone West and VLCCs to the AG loading area through a point where we got too many. West Africa is holding strong though, right.

And what the owner should do is they should bring out their calculator and run some more numbers detail because they are actually pace to balance [ph] to West Africa, and take West Africa, China, Voyage instead. So, we hope that, you know, rates or owners will head to West Africa and that will stop the fall in AG market and balance out again that's the situation right now.

Gregory Lewis - Credit Suisse

Okay, great. And then, and actually in the presentation you talked about ton mile expansion out of I guess the Caribbean [ph]. Year-over-year, how much is that trade actually picked up to on the long-term mile expansion?

Morten Arntzen - President and Chief Executive Officer

[Multiple Speaker]. Well, we saw a high earlier this first half year of 8 to maybe 9 cargos per month heading from Venezuela and carries to the east. It's come down a little bit since. I think we saw three in July and two so far in August or something like that. But it didn't use to be any really, right? So...

Gregory Lewis - Credit Suisse

Absolutely.

Morten Arntzen - President and Chief Executive Officer

Good luck [PH].

Gregory Lewis - Credit Suisse

Okay, great. And then I -- and just a last quick question. I noticed that in the slides were we talk about -- I guess there was -- should be, you know $117 a share. Does that include the asset base? I mean, I know it's immaterial at this point, but going forward I guess it's -- you become more of an asset base player. Is that included anywhere in any of those numbers -- you had the big gain or loss?

Myles Itkin - Executive Vice President, Chief Financial Officer and Treasurer

Loss.

Gregory Lewis - Credit Suisse

Okay. That's all from me. Thank you.

Operator

Thank you. Our next question comes from the line of Justine Fisher with Goldman Sachs. Please go ahead.

Justine Fisher - Goldman Sachs

Good morning.

Morten Arntzen - President and Chief Executive Officer

Hi, Justine.

Justine Fisher - Goldman Sachs

Sorry to be, but I am always on the hedges, but -- and Myles if you want to take this up, fine, we can. But I just wanted to clarify the amount of the mark-to-market because the way I would think about it is that you would take all of the days that you're hedged for -- for which you have synthetic time charters, and mark those to the current market.

And so, the difference between the average rates that you guys have locked in that's shown in the slide presentations versus the spot, is like $100,000 a day, and so I would have potentially taken that difference for all those days and considered that the unrealized loss, but that's clearly not the way to do it because the numbers are much lower. So, how should we think about that multiplication wise?

Myles Itkin - Executive Vice President, Chief Financial Officer and Treasurer

Why don't I take it off-line and go through each line item with you...

Justine Fisher - Goldman Sachs

Okay.

Myles Itkin - Executive Vice President, Chief Financial Officer and Treasurer

Be more sensible.

Justine Fisher - Goldman Sachs

And then another question just about the average rates at which hedged, I think its given the increased cost of cruise and bunkers etcetera, there may be a propensity for the oil just start increasing next year and if that happens could you give us any color as to what the magnitude of change might be on the average rates at which you have those synthetic time charter?

Morten Arntzen - President and Chief Executive Officer

We hedge the bunkers just in, so we don't get caught with that. If we didn't hedged bunkers, you wouldn't have a hedged. And I think that operating cost levels will continue to increase at the same levels they had last two or three years, there is no change in that really across the industry across all segments.

Justine Fisher - Goldman Sachs

And so we can assume that those $600,000 in change average synthetic time charter rate for '09 would be the same irrespective of move up in the world gas flat rate?

Morten Arntzen - President and Chief Executive Officer

Yes, because we are covering the bunkers. If we didn't, we never hedged.

Justine Fisher - Goldman Sachs

Okay. And then another just question on the LR product market and most of the description earlier, I guess you said that you are seeing strengthen the MR market because of a strong diesel market, but what are you seeing -- I mean are you seeing weakness in the other product carrier market type markets because of demand destruction and because of higher gas prices etcetera. I mean are you seeing more weakness in other markets besides the MR market/

Lois K. Zabrocky - Senior Vice President and Head of International Product Carrier Strategic Business Unit

I think mainly, its just the incredible strength in the crude market that really proved to be difference there on the LR1 and LR2. We finally in the AG, do have reliance coming online within 2008 and that's really the first truly large refinery that's coming online, about 180,000 barrel per day, that's been added in the marketplace and that will really broaden the market for LR1 and LR2.

But I think there is a reason that the vessels really shifted over as you saw these incredible rates on the Aframax is in the 30 [PH] Panamax, where the product market just was not as high and you now seen a rebound and you definitely are seeing the LR1s and LR2s at a much higher level because of the transfer of the ship over to security. But you are just seeing some of the large refineries coming online now in the AG.

Justine Fisher - Goldman Sachs

Okay, thanks

Operator

Thank you, our next question comes from the line of Terese Fabian with Sidoti. Please go ahead

Terese Fabian - Sidoti

Thank you. I want of course to return to your fixed VLCC position for '09. Why would you do an FFA rather than a time charter, where you don't have tally up mark-to-market consideration each quarter?

Morten Arntzen - President and Chief Executive Office

Really straight forward, there are no time charters at this levels that are available. Let say, we looked at the 33 time charters, our four biggest competitors have on their books, and the average rate is $42,000 a day, I think the highest $45,000 and as low as, $35,000, that's the one reason. The second reason is, we have contracts of affreightment.

If you looked at TI, I think roughly… little more than 60% of the revenue days are covered by COAs. If we put the ship way in our time charter, that ship then is no longer available to service our contracts of affreightment. And the contracts of affreightment which we have in TI, same thing we have in AI Aframaxes, the utilization is even higher for COAs.

We would not be able to service those contracts though we think our COA model works better and then just as importantly, the time charters available and have been well below the levels that we've locked in the paper, and second effect that at a levels that people put away time charters, we would take those ships in.

Terese Fabian - Sidoti

Okay. That's a fine explanation, thank you. Are you seeing more small paper hedgers for VLCC in '09 and some by other shipping companies?

Morten Arntzen - President and Chief Executive Office

Certainly, the liquidity in that market has been growing rather nicely dramatically. I think we expect the volatility to include rates to get… to do increase. Primarily a function of single, double discrimination. And so yes the answer would be, look where the market is growing.

Terese Fabian - Sidoti

Okay. Thank you. And then I have just a really general question. Do you see the price of oil affecting tanker rates in either a positive or a negative, what is the psychology behind a high oil per barrel pricing driving high tanker rates?

Morten Arntzen - President and Chief Executive Office

There is not much of a correlation historically… obviously in the long run we get impacted by what the energy markets do to the world economy and where all goes. But if its no… do you want to drive and look at OPEC production. And OPEC production has a pretty strong correlation with VLCC rates in particular. And so when OPEC production is up like it's been in the first six months of this you'll have a stronger VLCC market, to get this long-hull crude.

Terese Fabian - Sidoti

Okay. Thanks. Thank you very much.

Operator

Thank you. [Operator Instructions]. And there are no further questions. I would like to turn the call back over to management for closing remarks.

Morten Arntzen - President and Chief Executive Office

Thank you very much for participating in the call. If you have specific questions, accounting questions whatever feel free to contact Myles or Jennifer or myself. We'll be happy to answer all the questions and look forwards to them and look forward to rejoining you all again in three months time. Thank you very much.

Operator

Thank you ladies and gentlemen. That does conclude our OSG second quarter 2008 earnings conference call. Thank you for your participation. You may now disconnect.

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Source: Overseas Shipholding Group, Inc. Q2 2008 Earnings Call
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