ITEM
7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

RevenueFor the year ended December 31, 2020, revenues
increased by $3,257,887 or 26.01%, as compared to the year ended December 31, 2019. The increase was primarily attributable to
increases in the sale of personal protective equipment due to the COVID-19 pandemic and Corrugated through our Ferguson Containers,
Inc.Cost
of RevenuesFor
the year ended December 31, 2020, cost of revenues increased by $3,879,805 or 51.57%, as compared to the year ended December
31, 2019. The increase was primarily attributable to the increase in the sale of personal protective equipment in total
consolidated revenues.Gross
ProfitFor the year ended December 31, 2020, gross
profit decreased by $612,918, or 12.28%, as compared to the year ended December 31, 2019. The decrease was primarily attributable
to the lower margin products during 2020 related to the sale of personal protective equipment. The Company’s higher margin
branded business was down during the year due to the impacts of COVID-19.Operating
ExpensesSelling, general and administrative expenses
were $12,280,192 and $14,085,195 for the years ended December 31, 2020 and 2019, respectively, representing a decrease
of $1,805,003, or 12.81%. The decrease was primarily attributable to reductions in workforce and reduced
spending due to cost controlling measures implemented in 2020. Decreases included payroll and related costs of $692,443,
travel of $295,122, freight and postage of 131,152 and professional fees of $2,199,605. The reduction in expenses was
offset by increases in stock-based compensation expense of $966,848, bad debts of $123,385 and selling expenses of $384,039.Impairment
For
the year ended December 31, 2019, impairment charges of $4,443,000 relate to an impairment charge related to our annual impairment
assessment of our brands business which is the only reporting unit with Goodwill. The amount recognized for impairment
is equal to the difference between the carrying value and the asset’s fair value. There were no impairment charges for
the year ended December 31, 2020 related our brands business.Gain
on Change in Fair Value of EarnoutFor the year ended December 31, 2019, a gain
of $520,000 was recognized related to a change in fair value of the earnout liability. The decrease in the earnout is due
to decreased actual revenues as compared to anticipated revenues at the time of acquisition of the Cloud
B business in 2019 and going forward. The impairment above was attributable to the lower than anticipated revenues going forward. Field: Page; Sequence: 40; Value: 2 Rental
                                         IncomeRental
income was $102,815 for both the years ended December 31, 2020 and 2019.Interest
expenseInterest
expense was $3,378,131 for the year ended December 31, 2020 versus $1,299,153 in the previous year ended December
31, 2019. The increase in interest expense was related to increased borrowings of debt during 2020.Income
tax expenseIncome
tax expense was $19,197 for the year ended December 31, 2020, an increase of $41,552 or 185.72%, compared
to a benefit of $22,373 for the year ended December 31, 2019. The increase from an income tax benefit to income
tax expense is due to current year state income taxes in 2020 versus current year state income taxes in 2019 offset by a refund
for required payments for estimated foreign income taxes. Income (Loss) from discontinued operationsIncome (loss) from discontinued operations
represents the operations of divestiture of SRM Entertainment Limited. The Company made the decision to divest the amusement park
business due to the slow re-openings of amusement parks around the world and the investment that would have been needed to remain
open and the even greater investment to relaunch the business as the amusement parks begin to get back to full capacity. Income
(Loss) from discontinued operations increased to a $0.6 million loss in Fiscal 2020, compared to a loss of $0.008 million in Fiscal
2019.Gain
on Divestiture from discontinued operationsGain
from divestiture of the discontinued operations represents the gain recognized on the sale of SRM Entertainment Limited, which consisted
of 200,000 shares of common stock of a NASDAQ listed company and the net liabilities disposed of due to the sale.Non-GAAP
MeasuresEBITDA
and Adjusted EBITDAThe
Company defines EBITDA as net loss before interest, taxes and depreciation and amortization. The Company defines Adjusted EBITDA
as EBITDA, further adjusted to eliminate the impact of certain non-recurring items and other items that we do not consider in
our evaluation of our ongoing operating performance from period to period. These items will include stock-based compensation,
restructuring and severance costs, transaction costs, acquisition costs, certain other non-recurring charges and gains that the
Company does not believe reflects the underlying business performance.For
the years ended December 31, 2020 and 2019, EBITDA and Adjusted EBITDA consisted of the following:


EBITDA
and Adjusted EBITDA is a financial measure that is not calculated in accordance with accounting principles generally accepted
in the United States of America (“U.S. GAAP”). Management believes that because Adjusted EBITDA excludes (a) certain
non-cash expenses (such as depreciation, amortization and stock-based compensation) and (b) expenses that are not reflective of
the Company’s core operating results over time (such as restructuring costs, litigation or dispute settlement charges or
gains, and transaction-related costs), this measure provides investors with additional useful information to measure the Company’s
financial performance, particularly with respect to changes in performance from period to period. The Company’s management
uses EBITDA and Adjusted EBITDA (a) as a measure of operating performance, (b) for planning and forecasting in future periods,
and (c) in communications with the Company’s board of directors concerning the Company’s financial performance. The
Company’s presentation of EBITDA and Adjusted EBITDA are not necessarily comparable to other similarly titled captions of
other companies due to different methods of calculation and should not be used by investors as a substitute or alternative to
net income or any measure of financial performance calculated and presented in accordance with U.S. GAAP. Instead, management
believes EBITDA and Adjusted EBITDA should be used to supplement the Company’s financial measures derived in accordance
with U.S. GAAP to provide a more complete understanding of the trends affecting the business.Although
Adjusted EBITDA is frequently used by investors and securities analysts in their evaluations of companies, Adjusted EBITDA has
limitations as an analytical tool, and investors should not consider it in isolation or as a substitute for, or more meaningful
than, amounts determined in accordance with U.S. GAAP. Some of the limitations to using non-GAAP measures as an analytical tool
are (a) they do not reflect the Company’s interest income and expense, or the requirements necessary to service interest
or principal payments on the Company’s debt, (b) they do not reflect future requirements for capital expenditures or contractual
commitments, and (c) although depreciation and amortization charges are non-cash charges, the assets being depreciated and amortized
will often have to be replaced in the future, and non-GAAP measures do not reflect any cash requirements for such replacements. Field: Page; Sequence: 41; Value: 2 Liquidity
and Capital ResourcesFor the year ended December 31, 2020,
our operations lost $7,902,347 of which $4,623,130 was non-cash and $1,131,975 related to restructuring, severance,
transaction costs and non-recurring items.At December 31, 2020, we had total current
assets of $5,342,183 and current liabilities of $11,285,663 resulting in negative working capital of $5,943,480. At December 31,
2020, we had total assets of $28,028,207 and total liabilities of $14,505,506 resulting in stockholders’ equity of $13,522,701.The foregoing factors raise substantial
doubt about the Company’s ability to continue as a going concern for at least the next twelve months from the date of issuance
of these financial statements. The ability to continue as a going concern is dependent upon the Company’s ability to attract
significant new sources of capital, attain a reasonable threshold of operating efficiencies and achieve profitable operations
from the sale of its products.Subsequent to December 31, 2020, the Company
mitigated any substantial doubt about the Company’s ability to continue as a going concern through the raise of additional
funds of $25,300,000 through 3 separate private placements. The following are the amounts raised under each private placement:

●
In
    January 2021, the Company completed closing of a debt private placement offering of $12,000,000, receiving net proceeds of $10,770,000.

●
In
    January 2021, the Company completed closing of a equity private placement offering of $3,300,000, receiving net proceeds of $3,255,000.

●
In
    February 2021, the Company completed the closing of a debt private placement offering of $10,000,000, receiving net proceeds of $8,950,000.
In
addition, management has considered possible mitigating factors within our management plan on our ability to continue for at least
a year from the date these financial statements are filed. The following items are management plans to alleviate any going concern
issues:

●
Raise
    further capital through the sale of additional equity or the exercise of outstanding warrants.

●
Borrow
    money under debt securities.

●
The
    deferral of payments to related party debt holders for both principal and related interest expense.

●
Further
    reduction of headcount.

●
Possible
    sale of certain brands to other manufacturers.

●
Entry
    into other business opportunities.
Our
operating needs include the planned costs to operate our business, including amounts required to fund working capital and capital
expenditures. Our future capital requirements and the adequacy of our available funds will depend on many factors, including our
ability to successfully commercialize our products and services, competing technological and market developments, and the need
to enter into collaborations with other companies or acquire other companies or technologies to enhance or complement our product
and service offerings.At
December 31, 2020, we had a cash and cash equivalents balance of $249,356. The Company believes through the subsequent capital
raise that the funds available to it are adequate to meet its working capital needs, debt service and capital requirements for
the next 12 months from the date of this filing.Cash
FlowsDuring
the years ended December 31, 2020 and 2019, our sources and uses of cash were as follows:Cash
Flows from Operating ActivitiesNet cash used in operating activities from
continuing operations for the year ended December 31, 2020 was $2,260,441, which included a net loss of $6,307,100
that included $1,091,849 of cash provided by changes in operating assets and liabilities which also included
stock-based compensation of $3,241,554, depreciation and amortization of $1,353,822 and amortization of debt issuance costs
of $2,357,879 offset by gains of divestitures of $4,911,761. Net cash used in operating activities from continuing operations
for the year ended December 31, 2019 was $4,641,748, which included a net loss of $14,188,343 that included
$799,886 of cash provided by changes in operating assets and liabilities which also included stock-based compensation
of $2,229,915, depreciation and amortization of $1,284,251 and amortization of debt issuance costs of $944,437.Net cash used in operating activities from
discontinued operations for the year ended December 31, 2020 and 2019 was $178,485 and $394,707, respectively.Cash
Flows from Investing ActivitiesNet cash used in investing activities was
$1,648,489 and $151,502 for the years ended December 31, 2020 and 2019, respectively. Cash used in investing activities
was mostly attributable to purchases of licensing agreements in 2020 as compared to purchases of property and equipment
in 2019.Net cash used in investing activities from
discontinued operations for the year ended December 31, 2020 and 2019 was $0 and $8,436, respectively.Cash
Flows from Financing ActivitiesCash provided by financing activities for
the year ended December 31, 2020 totaled $3,924,052, which related mostly to borrowings from notes payable, credit lines,
notes payable related parties and borrowings from convertible notes payable. Cash provided by financing activities
for the year ended December 31, 2019 totaled $3,556,381, which related mostly to borrowings from notes payable.Net cash provided by financing activities
from discontinued operations for the year ended December 31, 2020 and 2019 was $0 and $0, respectively.Off-Balance
Sheet ArrangementsWe
did not have, during the periods presented, and we do not currently have, any relationships with any organizations or financial
partnerships, such as structured finance or special purpose entities, that would have been established for the purpose of facilitating
off-balance sheet arrangements or other contractually narrow or limited purposes.


OPERATIONS AND OIL TANKER MARKETS

U.S. refinery throughput increased by about 0.6 million b/d to 17.1
million b/d in the fourth quarter of 2017 compared with the comparable quarter in 2016. U.S. crude oil imports decreased by about
0.4 million b/d in the fourth quarter of 2017 compared with the comparable quarter of 2016 with imports from OPEC countries decreasing
by 0.4 million b/d, a 13.8% decrease from the comparable quarter in 2016.Chinese imports of crude oil continued increasing, with 2017 showing
a 10.2% increase from 2016 with imports averaging 8.4 million b/d compared with 7.7 million b/d in 2016.During the fourth quarter of 2017, the International Flag tanker
fleet of vessels over 10,000 deadweight tons (“dwt”) increased by 1.3 million dwt as the crude fleet increased by 1.0
million dwt, while the product carrier fleet expanded by 0.3 million dwt. Year over year, the size of the tanker fleet increased
by 26.7 million dwt with the largest increases in the VLCC, Suezmax, Aframax and MR sectors.During the fourth quarter of 2017, the International Flag crude
tanker orderbook increased by 1.4 million dwt, and the product carrier orderbook remained flat.From the end of the fourth quarter of 2016 through the end of the
fourth quarter of 2017, the total tanker orderbook declined by 8.1 million dwt due to a high level of vessel deliveries combined
with relatively fewer new orders being placed in 2017.VLCC freight rates initially saw a strengthening during the fourth
quarter of 2017, reaching a peak of around $23,000 per day in October before beginning to decrease to below $10,000 per day by
the end of the quarter. This was primarily attributable to increased newbuilding deliveries further exacerbating the oversupply
situation coupled with reduced OPEC exports. Other crude segments had similar earnings patterns, although the Panamax sector, where
earnings were poor at the beginning of the quarter, saw improvement throughout the quarter and product carrier rates also improved
during the quarter from a low of around $8,000 per day in October to over $12,000 per day during December. Since OPEC has announced
their intention to continue to restrict production, and 2018 will see continued newbuilding deliveries, albeit at a lower rate
than during 2017, 2018 will likely continue to see a weakened rate environment.


RESULTS FROM VESSEL OPERATIONS

International Crude Tankers


RESULTS FROM VESSEL OPERATIONS

(a)Adjusted income/(loss) from vessel operations by segment is before general and administrative expenses, technical management
transition costs, third-party debt modification fees, separation and transition costs, and loss on disposal of vessels and other
property, including impairments.
(b)The average is calculated to reflect the addition and disposal of vessels during the year.
(c)Revenue days represent ship-operating days less days that vessels were not available for employment due to repairs, drydock
or lay-up. Revenue days are weighted to reflect the Company’s interest in chartered-in vessels.
(d)Ship-operating days represent calendar days.
(e)Vessels spot chartered-in under operating leases are related to the Company’s Crude Tankers Lightering business.The following table provides a breakdown of TCE rates achieved for
the years ended December 31, 2017, 2016 and 2015 between spot and fixed earnings and the related revenue days. The information
in these tables is based, in part, on information provided by the commercial pools in which the segment’s vessels participate
and excludes revenue and revenue days for which recoveries were recorded by the Company under its loss of hire insurance policies.


RESULTS FROM VESSEL OPERATIONS

During 2017, TCE revenues for the International Crude Tankers segment
decreased by $79,359 or 31%, to $178,812 from $258,171 in 2016. Such decrease principally resulted from the impact of significantly
lower average blended rates in the VLCC, Aframax, Panamax and ULCC sectors aggregating approximately $84,155. Further contributing
to the decrease was a decrease in revenue days in the Panamax and Aframax sectors, which had the effect of decreasing revenue by
approximately $6,428. The decrease in Panamaxes and Aframax revenue days reflects 319 incremental drydock and repair days in the
current year. These declines in TCE revenues were partially offset by $6,268 in total revenues contributed by the two 2017-built
Suezmaxes and the 2010-built VLCC, which were acquired by the Company in July 2017 and November 2017, respectively. Also serving
to offset the decreases in revenue during 2017 was the increased activity levels in the Crude Tankers Lightering business, which
resulted in a $5,037 increase in Lightering revenues to $25,478 in 2017 from $20,441 in 2016. Current prices of crude oil have
generally been the same or less than future prices since the latter half of 2016 through to the end of 2017 and this has resulted
in a general decline in demand for storage of oil at sea. Accordingly, we expect to put our ULCC into layup by the end of the first
quarter of 2018 for a period of up to 18 months as it is unlikely to secure a new time charter contract for storage in the near
term.


RESULTS FROM VESSEL OPERATIONS

Vessel expenses increased by $2,960 to $87,236 in 2017 from $84,276
in 2016. The increase was primarily attributable to (i) a $2,418 increase related to the Suezmax acquisitions discussed above,
(ii) a reserve of $388 which was recorded during the second quarter of 2017 for a potential assessment by the trustees of the Marine
Navy Ratings Pension Fund (“MNRPF”), as discussed in Note 20, “Contingencies”, to the accompanying consolidated
financial statements, (iii) a $1,367 increase in drydock deviation costs incurred for the Panamax fleet, and (iv) a $900 increase
due to increased activity in the Crude Tankers Lightering business. Such increases were partially offset by a $2,079 favorable
variance in net insurance claim deductible costs in the Panamax fleet in the current year. Charter hire expenses increased by $3,919
to $13,651 in 2017 from $9,732 in 2016 as a result of an increase in chartered-in Aframaxes and workboats employed in the Crude
Tankers Lightering business in the current year. The only vessels in the segment chartered-in by the Company in either period were
the vessels chartered-in by the Crude Tankers Lightering business. Depreciation and amortization increased by $3,907 to $56,302
in 2017 from $52,395 in 2016. Such increase reflects the delivery of the two Suezmaxes and one VLCC noted above, and increased
drydock amortization.Excluding depreciation and amortization, and general and administrative
expenses, operating income for the Crude Tankers Lightering business was $5,062 for 2017 and $4,822 for 2016. Although there was
an increase in the number of full service lighterings performed in 2017, 27 as compared to 19 in 2016, the growth in operating
income between 2016 and 2017 was relatively flat, primarily due to lower margins earned on jobs performed in the third quarter
of 2017. The lower margins were as a result of increased charter hire expense, as Aframaxes were spot chartered-in at higher rates
because of significant hurricane activity during the third quarter of 2017. In addition, there were more time chartered-in workboats
in the six months ended December 31, 2017 compared to the same period in the prior year. However, the higher level of lightering
activity anticipated in the second half of 2017 did not materialize as the number of service-only and full service lighterings
declined in the second half of 2017 compared with the first six months of 2017.During 2016, TCE revenues for the International Crude Tankers segment
decreased by $46,011, or 15%, to $258,171 from $304,182 in 2015 primarily as a result of lower average daily rates in the VLCC
and Aframax sectors, which accounted for a decrease in revenue of approximately $65,267. Such decrease was mitigated to an extent
by an increase of 246 revenue days for the VLCC and Aframax fleets, which resulted from fewer drydock and repair days in 2016 and
increased revenue by approximately $11,623. Also serving to partially offset the decline in rates were increased activity levels
in the Crude Tankers Lightering business in 2016, which resulted in a $4,552 increase in revenue, and the Company’s ULCC
exiting lay-up and commencing an 11-month time charter for storage in April 2015, which was subsequently extended for 21 months
following the expiry of the initial charter period. A full year of service for the ULCC accounted for an increase in revenue of
$5,242 in 2016.Vessel expenses decreased by $1,898 to $84,276 in 2016 from $86,174
in 2015. The change in vessel expenses is primarily due to a reserve of $1,450 recorded in the third quarter of 2015 for an assessment
by the MNRPF. Charter hire expenses increased by $911 to $9,732 in 2016 from $8,821 in 2015, resulting from an increase in spot
chartered-in Aframaxes by the Crude Tankers Lightering business for utilization in the performance of full-service lighterings
during 2016. The only vessels in the segment chartered-in by the Company during either period were Aframaxes and workboats employed
in the Crude Tankers Lightering business.


RESULTS FROM VESSEL OPERATIONS

The following table provides a breakdown of TCE rates achieved for
the years ended December 31, 2017, 2016 and 2015 between spot and fixed earnings and the related revenue days. The information
is based, in part, on information provided by the commercial pools in which certain of the segment’s vessels participate
and excludes revenue and revenue days for which recoveries were recorded by the Company under its loss of hire insurance policies.


RESULTS FROM VESSEL OPERATIONS

During 2017, TCE revenues for the International Product Carriers
segment decreased by $30,131, or 24%, to $96,183 from $126,314 in 2016. This resulted primarily from declining average daily blended
rates earned in all Product Carrier fleet sectors, which accounted for $27,625 of the overall decrease. A 230-day decrease in revenue
days in the segment also contributed approximately $2,506 of the overall decrease. The decline in revenue days was driven by the
Company’s sale of a 2001-built MR, which was delivered to buyers in August 2017, and a 2004-built MR, which was delivered
to buyers in November 2017.Vessel expenses decreased by $4,512 to $54,100 in 2017 from $58,612
in 2016. The two MRs sold during 2017 had an aggregate vessel expense reduction of $1,841 year-over-year. The remaining decline
is principally attributable to a $2,991 favorable variance in net insurance claim deductible costs in the segment in the current
year. Charter hire expenses increased by $371 to $28,050 in 2017 from $27,679 in 2016, reflecting an increase in the daily charter
hire rates for the Company’s bareboat chartered-in MR fleet, which was effective beginning in the fourth quarter of 2016,
partially offset by decreases in the daily charter hire rates for the Company’s time chartered-in MR fleet which were effective
beginning in the third quarter of 2017. Depreciation and amortization decreased by $4,278 to $22,418 in 2017 from $26,696 in 2016.
Such decrease reflects (i) the impact of reductions in vessel bases that resulted from impairment charges on nine vessels recorded
in the third and fourth quarters of 2016 and two vessels in the third quarter of 2017, and (ii) the sale of the two MRs during
2017 discussed above.During 2016, TCE revenues for the International Product Carriers
segment decreased by $45,294, or 26%, to $126,314 from $171,608 in 2015. This decrease resulted primarily from a year-over-year
decrease in average daily blended rates earned by the MR fleet, which accounted for $41,291 of the total decrease, and a 255-day
decrease in MR fleet revenue days, which accounted for $4,667 of the total decrease. The reduction in revenue days was driven by
the sale of a 1998-built MR in July 2015 as well as the redelivery of an MR to its owners at the expiry of its time charter in
March 2015.Depreciation and amortization decreased by $2,067 to $26,696 in
2016 from $28,763 in 2015, principally due to the impact of reductions in vessel bases that resulted from impairment charges on
two vessels in the segment recorded in the third quarter of 2016, and the MR sale in 2015 discussed above.


GENERAL AND ADMINISTRATIVE EXPENSES

During 2016, general and administrative expenses decreased by $9,898
to $31,618 from $41,516 in 2015. The decrease was principally attributable to an approximately $11,300 decrease in non-compensation
and benefits related overhead costs incurred and allocated by OSG to INSW during the 11-month period ended November 30, 2016 that
INSW was included as a part of consolidated OSG compared with 2015. Such decrease reflected lower accounting, legal and consulting
fees incurred in the 2016 period. Further contributing to the decrease was an approximately $2,200 decline in the annual incentive
bonus expense in 2016. Certain individuals that departed OSG in conjunction with the spin-off of INSW did not receive an annual
incentive bonus for 2016, and instead received severance payments in accordance with their respective employment agreements. Partially
offsetting the above reductions was a $2,262 net increase in accounting, consulting and legal fees incurred directly by the Company
in 2016, along with an increase in foreign exchange losses in 2016 of $473 and the inclusion in the 2015 period of approximately
$604 in insurance premium credits.


EQUITY IN INCOME OF AFFILIATED COMPANIES

Revenue generated by the FSO joint ventures for the future years
is expected to be lower than revenue generated during 2017, as charter rates in the five-year service contracts with NOC, which
commenced in the third quarter of 2017, are lower than the charter rates included in the service contracts under which the FSO
joint ventures operated previously.Overall, over the term of the five-year service contracts with NOC
described above, the FSO joint ventures are expected to generate in excess of $180,000 of EBITDA for the Company.


INTEREST EXPENSE

Interest expense was $40,438 in 2017, compared with $39,476 in 2016.
Interest expense for the year ended December 31, 2017 is higher than interest expense for the year ended December 31, 2016 primarily
due to the higher average interest rates and outstanding principal balances under the 2017 Debt Facilities, which replaced the
INSW Facilities in June 2017. This was partially offset by lower amortization of deferred finance costs in the 2017 period aggregating
$220 attributable to costs incurred to amend the INSW Facilities in 2016 and costs related to the 2017 Debt Facilities. Refer to
Note 8, “Debt,” in the accompanying consolidated financial statements for additional information.Interest expense was $39,476 in 2016 compared with $42,970 in 2015.
The decrease in interest expense reflected the impact of the Company’s repurchases and prepayments of $152,754 in aggregate
principal amount of the INSW Term Loan in 2016.


INCOME TAX EXPENSE

EBITDA and Adjusted EBITDAEBITDA represents net income/(loss) 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 are presented to provide investors
with meaningful additional information that management uses to monitor ongoing operating results and evaluate trends over comparative
periods. EBITDA and Adjusted EBITDA do not represent, and should not be considered a substitute for, net income or cash flows from
operations determined in accordance with GAAP. EBITDA and Adjusted EBITDA have limitations as analytical tools, and should not
be considered in isolation, or as a substitute for analysis of our results reported under GAAP. Some of the limitations are:
·EBITDA and Adjusted EBITDA do not reflect our cash expenditures, or future requirements for capital expenditures or contractual
commitments;
·EBITDA and Adjusted EBITDA do not reflect changes in, or cash requirements for, our working capital needs; and
·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 by companies
as a measure of operating results and performance, neither of those items as prepared by the Company is necessarily comparable
to other similarly titled captions of other companies due to differences in methods of calculation.The following table reconciles net (loss)/income, as reflected in
the consolidated statements of operations set forth in Item 8, “Financial Statements and Supplementary Data,” to EBITDA
and Adjusted EBITDA:


LIQUIDITY AND SOURCES OF CAPITAL

Liquidity
Working capital at December 31, 2017 was approximately $85,000 compared
with $126,000 at December 31, 2016. Current assets are highly liquid, consisting principally of cash, interest-bearing deposits
and receivables. The Company’s total cash decreased by approximately $32,000 during 2017. This decrease reflects $4,983 in
scheduled quarterly amortization of the INSW Term Loan and 2017 Term Loan Facility and the repayment of the $458,416 remaining
principal balance of the INSW Term Loan as of June 22, 2017. In addition, $173,535 in cash was used for vessel acquisitions and
betterments, $3,825 in cash was used in operating activities and $3,177 in cash was used in repurchases of the Company’s
common stock. Such cash outflows were partially offset by proceeds from the issuance of the 2017 Debt Facilities (described below),
net of issuance and deferred financing costs, of $534,933, net proceeds from drawdown and repayment activity under the 2017 Revolver
Facility (described below) of $30,000, net distributions received from affiliated companies of $40,750 and net proceeds of $18,344
from the sales of a 2001-built and a 2004-built MR.As of December 31, 2017, we had total liquidity on a consolidated
basis of $90,606 comprised of $70,606 of cash (including $10,579 of restricted cash) and $20,000 of remaining undrawn revolver
capacity. Our cash and cash equivalents balances generally exceed Federal Deposit Insurance Corporation insured limits. We place
our cash and cash equivalents in what we believe to be credit-worthy financial institutions. In addition, certain of our money
market accounts invest in U.S. Treasury securities or other obligations issued or guaranteed by the U.S. government or its agencies,
floating rate and variable demand notes of U.S. and foreign corporations, commercial paper rated in the highest category by Moody’s
Investor Services and Standard & Poor’s, certificates of deposit and time deposits, and repurchase agreements.Restricted cash of $10,579 as of December 31, 2017 represents legally
restricted cash relating to the 2017 Debt Facilities. The 2017 Debt Facilities stipulate that if annual aggregate cash proceeds
of INSW asset sales exceed $5,000, cash proceeds from each such sale are required to be reinvested in vessels within twelve months
of such sale or be used to prepay the principal balance outstanding of the INSW Facilities. Restricted cash increased to $28,509
in February 2018 following the sale of a 2002-built MR and a 2004-built MR.As of December 31, 2017, we had total debt outstanding (net of original
issue discount and deferred financing costs) of $552,937 and a total debt to total capitalization of 33.7%, which compares with
26.6% at December 31, 2016. Our debt profile reflects actions taken during 2017 (discussed further below) as well as minimal required
principal amortization.Sources, Uses and Management of CapitalNet cash used in operating activities in the year ended December
31, 2017 was $3,825. In addition to future operating cash flows, our other current sources of funds are proceeds from issuances
of equity securities, additional borrowings as permitted under our loan agreements and proceeds from the opportunistic sales of
our vessels. As described in Note 8, “Debt,” in the accompanying consolidated financial statements, in June 2017 INSW,
along with its wholly owned subsidiary, International Seaways Operating Corporation (the “Administrative Borrower”
or “ISOC”) and certain of its subsidiaries entered into secured debt facilities with a syndicate of lenders party thereto,
consisting of (i) a revolving credit facility of $50,000 and (ii) a term loan of $500,000 containing an accordion feature whereby
the 2017 Term Loan Facility could be increased up to an additional $50,000 subject to certain conditions. The 2017 Term Loan Facility
matures on June 22, 2022, and the 2017 Revolver Facility matures on December 22, 2021. The maturity dates for the 2017 Debt Facilities
are subject to acceleration upon the occurrence of certain events (as described in the credit agreement). This refinancing extended
the maturity of the Company’s debt facilities by approximately three years and provided the Company with certain structural
benefits as well.On June 22, 2017, the 2017 Term Loan Facility was drawn and the
proceeds therefrom were used to repay the $458,416 outstanding balance under the INSW Facilities and to pay certain expenses related
to the refinancing. The remaining proceeds were used for general corporate purposes, including fleet renewal and growth.On July 19, 2017, the Company drew down $50,000 under the 2017 Revolver
Facility, and on July 24, 2017, the Company entered into an amendment of the 2017 Debt Facilities to effect the increase of the
2017 Term Loan Facility by $50,000, pursuant to the accordion feature described above. Except as related to such increase, no other
terms of the 2017 Debt Facilities were amended. The net proceeds from such borrowings were used in part to finance the purchase
of two 2017-built Suezmax tankers that were delivered to the Company in July 2017. On August 18, 2017, the outstanding balance
under the 2017 Revolver Facility was repaid in full using cash on hand and proceeds of the 2001-built MR described above.We financed the purchase of the 2010-built VLCC, which was delivered
in November 2017, through a combination of cash-on-hand and a $30,000 draw on the 2017 Revolver Facility.


LIQUIDITY AND SOURCES OF CAPITAL

Our current uses of funds are to fund working capital requirements,
maintain the quality of our vessels, purchase vessels, comply with international shipping standards and environmental laws and
regulations, repurchase our outstanding shares and repay or repurchase our outstanding loan facilities. Fifty percent of Excess
Cash Flow (as defined in the 2017 Debt Facilities credit agreement) must be used to prepay the outstanding principal balance of
2017 Term Loan Facility. To the extent permitted under the terms of the 2017 Debt Facilities we may also use cash generated by
operations to finance capital expenditures to modernize and grow our fleet.As set forth in the 2017 Debt Facilities credit agreement, the 2017
Debt Facilities contain certain restrictions relating to new borrowings and INSW’s ability to receive cash dividends, loans
or advances from ISOC and its subsidiaries that are Restricted Subsidiaries. As of December 31, 2017, the permitted cash dividends
that can be distributed to INSW by ISOC under the 2017 Term Loan Facility was $15,000.Outlook We believe the actions we have taken have strengthened our balance
sheet as well as increased our flexibility to actively pursue fleet renewal or potential strategic opportunities that may arise
within the diverse sectors in which we operate and at the same time positioned us to continue to generate sufficient cash to support
our operations over the next twelve months ending December 31, 2018. Our balanced fleet deployment and a moderate level of predictable
cash flows from our joint ventures and contracted fixed-rate charters will enable the Company to both optimize revenue through
the current tanker market cycle and benefit from a market recovery in both the product and crude tanker sectors. We or our subsidiaries
may in the future complete additional transactions consistent with achieving the objectives of our business plan.In December 2017, the Company entered into a binding letter of intent
to acquire the holding companies for six 300,000 DWT VLCCs with an average age of 1.7 years from Euronav in connection with the
closing of Euronav’s announced acquisition of Gener8 Maritime, Inc. (“GNRT”). The $434,000 transaction (inclusive
of assumed debt) is subject to a number of closing conditions, including (i) consummation of Euronav’s announced acquisition
of GNRT, (ii) amendment of the Company’s existing credit facility as required to consummate the transaction, (iii) the Company’s
receipt of financing necessary to consummate the transaction, (iv) completion of the Company’s due diligence to its reasonable
satisfaction, (v) execution of a definitive stock purchase agreement and (vi) receipt of all required third-party consents, third-party
approvals and regulatory approvals. The transaction is expected to close in the second quarter of 2018. Either party is permitted
to terminate the LOI on or after March 31, 2018 if the parties have not entered into a definitive stock purchase agreement by such
date and the party terminating the LOI is not otherwise in breach thereof. INSW intends to fund the transaction with a combination
of available liquidity, the assumption of all or part of the debt (that is currently secured by the vessels) with an expected March
31, 2018 outstanding balance of $311,000, maturing between 2027 and 2028 and carrying a fixed annual interest rate of LIBOR plus
2.0% and other financing sources such as the proceeds from the financing of the 2010-built VLCC acquired in November 2017, as permitted
under the Company’s existing term loan, and the sale and leaseback of two modern Aframax vessels.Carrying Value of VesselsAll except one of the Company’s owned vessels are pledged
as collateral under the INSW Facilities. The following table presents information with respect to the carrying amount of the Company’s
vessels by type and indicates whether their fair market values, which are estimated by taking an average of two third-party vessel
appraisals, are below their carrying values as of December 31, 2017. The carrying value of each of the Company’s vessels
does not necessarily represent its fair market value or the amount that could be obtained if the vessel were sold. The Company’s
estimates of market values for its vessels assume that the vessels are all in good and seaworthy condition without need for repair
and, if inspected, would be certified as being in class without notations. In addition, because vessel values are highly volatile,
these estimates may not be indicative of either the current or future prices that the Company could achieve if it were to sell
any of the vessels. The Company would not record a loss for any of the vessels for which the fair market value is below its carrying
value unless and until the Company either determines to sell the vessel for a loss or determines that the vessel is impaired as
discussed below in “— Critical Accounting Policies — Vessel Impairment.” The Company believes
that the future undiscounted cash flows expected to be earned over the estimated remaining useful lives for those vessels that
have experienced declines in market values below their carrying values would exceed such vessels’ carrying values.


LIQUIDITY AND SOURCES OF CAPITAL

Footnotes to the following table exclude those vessels with an estimated
market value in excess of their carrying value.


LIQUIDITY AND SOURCES OF CAPITAL

(1)As of December 31, 2017, the Crude Tankers segment includes vessels with an aggregate carrying value of $581,461, which the
Company believes exceeds their aggregate market value of approximately $459,000 by $122,461.
(2)As of December 31, 2017, the Product Carriers segment includes vessels with an aggregate carrying value of $281,383, which
the Company believes exceeds their aggregate market value of approximately $209,375 by $72,008. This excludes a 2002-built MR which
was held for sale as of December 31, 2017 and delivered to its buyer in January 2018.Off-Balance Sheet Arrangements As of December 31, 2017, the LNG Joint Venture had total bank debt
outstanding of $597,129 that was nonrecourse to the Company. The FSO Joint Venture’s debt matured in July 2017 and was accordingly
repaid, together with all amounts remaining under related interest rate swap agreements, by the FSO Joint Venture.The FSO Joint Venture is a party to a number of contracts: (a) the
FSO Joint Venture is an obligor pursuant to a guarantee facility agreement dated as of July 14, 2017, by and among the FSO Joint
Venture, ING Belgium NV/SA, as issuing bank, and Euronav and INSW, as guarantors (the ‘‘Guarantee Facility’’);
and (b) the FSO Joint Venture is party to two service contracts with NOC (the ‘‘NOC Service Contracts’’).INSW severally guarantees the obligations of the FSO Joint Venture
pursuant to the Guarantee Facility and severally guarantees the obligations of the FSO Joint Venture to Maersk Oil Qatar AS (“MOQ”)
under the MOQ service contracts, which contracts were novated to NOC in July 2017 (the ‘‘MOQ Guarantee’’)
for the period beginning on the novation date and severally guarantees the obligations of the FSO Joint Venture under the NOC Service
Contracts. INSW continues the MOQ Guarantee to MOQ for the period ended on the novation date of the service contracts for MOQ,
which guarantee will end when Qatari authorities determine that the FSO Joint Venture has paid all Qatari taxes owed by the FSO
Joint Venture under such service contracts through the novation date.INSW maintains a guarantee in favor of Qatar Liquefied Gas Company
Limited (2) (‘‘LNG Charterer’’) relating to certain LNG Tanker Time Charter Party Agreements with the LNG
Charterer and each of Overseas LNG H1 Corporation, Overseas LNG H2 Corporation, Overseas LNG S1 Corporation and Overseas LNG S2
Corporation (such agreements, the ‘‘LNG Charter Party Agreements,’’ and such guarantee, the ‘‘LNG
Performance Guarantee’’). INSW will pay QGTC an annual fee of $100 until such time that QGTC ceases to provide a guarantee
in favor of the LNG charterer relating to performance under the LNG Charter Party Agreements.OSG continues to provide a guarantee in favor of the LNG Charterer
relating to the LNG Charter Party Agreements (such guarantees, the ‘‘OSG LNG Performance Guarantee’’).
INSW will indemnify OSG for liabilities arising from the OSG LNG Performance Guarantee pursuant to the terms of the Separation
and Distribution Agreement. In connection with the OSG LNG Performance Guarantee, INSW will pay a $125 fee per year to OSG, which
will increase to $135 per year in 2018 and will be terminated if OSG ceases to provide the OSG LNG Performance Guarantee.See Note 12, “Related Parties,” to the Company’s
consolidated financial statements set forth in Item 8, “Financial Statements and Supplementary Data” for additional
information.


LIQUIDITY AND SOURCES OF CAPITAL

In addition and pursuant to an agreement between INSW and the trustees
of the OSG Ship Management (UK) Ltd. Retirement Benefits Plan (the “Scheme”), INSW guarantees the obligations of OSG
Ship Management (UK) Ltd., a subsidiary of INSW, to make payments to the Scheme. See Note 16, “Pension and other postretirement
benefit plans,” to the Company’s consolidated financial statements set forth in Item 8, “Financial Statements
and Supplementary Data,” for additional information.Aggregate Contractual ObligationsA summary of the Company’s long-term contractual obligations
as of December 31, 2017 follows:


LIQUIDITY AND SOURCES OF CAPITAL

(1)Amounts shown include contractual interest obligations of floating rate debt estimated based on the aggregate effective LIBOR
rate as of December 31, 2017 of 1.35% and applicable margins of 5.5% and 3.5% for the 2017 Term Loan Facility, due 2022 and the
2017 Revolver Facility due 2021, respectively. Management estimates that no prepayment will be required for the 2017 Term Loan
Facility as a result of estimated Excess Cash Flow for the year ended December 31, 2017. Amounts shown for the 2017 Term Loan Facility
for years subsequent to 2018 exclude any estimated repayment as a result of Excess Cash Flow.
(2)As of December 31, 2017, the Company had charter-in commitments for
six vessels on leases that are accounted for as operating leases. Certain of these leases provide the Company with various renewal
and purchase options. The future minimum commitments for time charters-in have been reduced to reflect estimated days that the
vessels will not be available for employment due to drydock.


RISK MANAGEMENT

Fuel price volatility risk Historically, the Company managed its exposure to future increases
in fuel prices in the normal course of its business by entering into standalone bunker swaps. The Company’s deployment of
most of its conventional tanker fleet in commercial pools and time charters currently limits the Company’s direct exposure
to fluctuations in fuel prices as a component of voyage expenses.


INTEREST RATE SENSITIVITY

As of December 31, 2017, the Company had a secured term loan (2017
Term Loan) and a revolving credit facility (2017 Revolver Facility) under which borrowings bear interest at a rate based on LIBOR,
plus the applicable margin, as stated in the respective loan agreements. There was $30,000 outstanding under the 2017 Revolver
Facility as of December 31, 2017.


CRITICAL ACCOUNTING POLICIES

For the Company’s vessels operating in Commercial Pools, revenues
and voyage expenses are pooled and allocated to each pool’s participants on a time charter equivalent basis in accordance
with an agreed-upon formula. The formulas in the pool agreements for allocating gross shipping revenues net of voyage expenses
are based on points allocated to participants’ vessels based on cargo carrying capacity and other technical characteristics,
such as speed and fuel consumption. The selection of charterers, negotiation of rates and collection of related receivables and
the payment of voyage expenses are the responsibility of the pools. The pools may enter into contracts that earn either voyage
charter revenue or time charter revenue. Each of the pools follows the same revenue recognition principles, as applied by the Company,
in determining shipping revenues and voyage expenses, including recognizing revenue only after a charter has been agreed to by
both the pool and the customer, even if the vessel has discharged its cargo and is sailing to the anticipated load port on its
next voyage.For the pools in which the Company participates, management monitors,
among other things, the relative proportion of the Company’s vessels operating in each of the pools to the total number of
vessels in each of the respective pools and assesses whether or not the Company’s participation interest in each of the pools
is sufficiently significant so as to determine that the Company has effective control of the pool.The adoption of ASC 606, Revenue from Contracts with Customers,
in the first quarter of 2018 will not materially change the Company’s current revenue recognition for time charters, bareboat
charters and commercial pool arrangements. However, revenue recognition for voyage charters will most likely change depending on
whether such charters are determined to be service only contracts or operating leases. Such determination will require management
to exercise a significant level of judgment when evaluating the specific terms and conditions of a charter agreement. Refer to
Note 2, Summary of Significant Accounting Policies, to the accompanying consolidated financial statements for additional discussion
of the impact of the adoption of the new revenue recognition standard.Vessel Lives and Salvage ValuesThe carrying value of each of the Company’s vessels represents
its original cost at the time it was delivered or purchased less depreciation calculated using an estimated useful life of 25 years
(except for FSO service vessels for which estimated useful lives of 30 years are used and LNG Carriers for which estimated useful
lives of 35 years are used) from the date such vessel was originally delivered from the shipyard. A vessel’s carrying value
is reduced to its new cost basis (i.e. its current fair value) if a vessel impairment charge is recorded.If the estimated economic lives assigned to the
Company’s vessels prove to be too long because of new regulations, an extended period of weak markets, the broad
imposition of age restrictions by the Company’s customers, or other future events, it could result in higher
depreciation expense and impairment losses in future periods related to a reduction in the useful lives of any affected
vessels. Company management estimates the scrap value of all of its vessels to be $300 per lightweight ton. The
Company’s assumptions used in the determination of estimated salvage value take into account current scrap prices, the
historic pattern of annual average scrap rates over the five years ended December 31, 2017, which ranged from $235 to $495
per lightweight ton, estimated changes in future market demand for scrap steel and estimated future demand for vessels. Scrap
prices also fluctuate depending upon type of ship, bunkers on board, spares on board and delivery range. Market conditions
that could influence the volume and pricing of scrapping activity in 2018 and beyond include the combined impact of scheduled
newbuild deliveries and charter rate expectations for vessels potentially facing age restrictions imposed by oil majors as
well as the impact of ballast water treatment systems regulatory requirements and requirements for the use of low sulphur
fuels. These factors will influence owners’ decisions to accelerate the disposal of older vessels, especially those
with upcoming special surveys.Although management believes that the assumptions used to determine
the scrap rate for its International Flag vessels are reasonable and appropriate, such assumptions are highly subjective, in part,
because of the cyclicality of the nature of future demand for scrap steel.Vessel ImpairmentThe carrying values of the Company’s vessels may not represent
their fair market value or the amount that could be obtained by selling the vessel at any point in time since the market prices
of second-hand vessels tend to fluctuate with changes in charter rates and the cost of newbuildings. Historically, both charter
rates and vessel values tend to be cyclical. Management evaluates the carrying amounts of vessels held and used by the Company
for impairment only when it determines that it will sell a vessel or when events or changes in circumstances occur that cause management
to believe that future cash flows for any individual vessel will be less than its carrying value. In such instances, an impairment
charge would be recognized if the estimate of the undiscounted future cash flows expected to result from the use of the vessel
and its eventual disposition is less than the vessel’s carrying amount. This assessment is made at the individual vessel
level as separately identifiable cash flow information for each vessel is available.


CRITICAL ACCOUNTING POLICIES

In developing estimates of future cash flows, the Company must make
assumptions about future performance, with significant assumptions being related to charter rates, ship operating expenses, utilization,
drydocking requirements, residual value and the estimated remaining useful lives of the vessels. These assumptions are based on
historical trends as well as future expectations. Specifically, in estimating future charter rates, management takes into consideration
rates currently in effect for existing time charters and estimated daily time charter equivalent rates for each vessel class for
the unfixed days over the estimated remaining lives of each of the vessels. The estimated daily time charter equivalent rates used
for unfixed days are based on a combination of (i) internally forecasted rates that are consistent with forecasts provided to the
Company’s senior management and Board of Directors, and (ii) the trailing 12-year historical average rates, based on monthly
average rates published by a third party maritime research service. The internally forecasted rates are based on management’s
evaluation of current economic data and trends in the shipping and oil and gas industries. Management uses the published 12-year
historical average rates in its assumptions because it is management’s belief that the 12-year period captures a distribution
of strong and weak charter rate periods, which results in the use of an average mid-cycle rate that is more in line with management’s
forecast of a return to mid-cycle charter rate levels in the medium term. Recognizing that the transportation of crude oil and
petroleum products is cyclical and subject to significant volatility based on factors beyond the Company’s control, management
believes the use of estimates based on the combination of internally forecasted rates and 12-year historical average rates calculated
as of the reporting date to be reasonable.Estimated outflows for operating expenses and drydocking requirements
are based on historical and budgeted costs and are adjusted for assumed inflation. Utilization is based on historical levels achieved
and estimates of a residual value for recyclings are based upon published 12-year historical data or the pattern of scrap rates
used in management’s evaluation of salvage value for purposes of recording depreciation. Finally, for vessels that are being
considered for disposal before the end of their respective useful lives, the Company utilizes weighted probabilities assigned to
the possible outcomes for such vessels being sold or scraped before the end of their respective useful lives.The determination of fair value is highly judgmental. In estimating
the fair value of INSW’s vessels for purposes of Step 2 of the impairment tests, the Company considered the market and income
approaches by using a combination of third party appraisals and discounted cash flow models prepared by the Company. In preparing
the discounted cash flow models, the Company uses a methodology consistent with the methodology discussed above in relation to
the undiscounted cash flow models prepared by the Company, and discounts the cash flows using its current estimate of INSW’s
weighted average cost of capital, which ranged from 9.0% to 9.5% over the three years ended December 31, 2017.The more significant factors that could impact management’s
assumptions regarding time charter equivalent rates include (i) loss or reduction in business from significant customers, (ii)
unanticipated changes in demand for transportation of crude oil and petroleum products, (iii) changes in production of or demand
for oil and petroleum products, generally or in particular regions, (iv) greater than anticipated levels of tanker newbuilding
orders or lower than anticipated levels of tanker scrappings, and (v) changes in rules and regulations applicable to the tanker
industry, including legislation adopted by international organizations such as IMO and the EU or by individual countries. Although
management believes that the assumptions used to evaluate potential impairment are reasonable and appropriate at the time they
were made, such assumptions are highly subjective and likely to change, possibly materially, in the future.2017 Impairment Evaluation — Management gave
consideration to the following events and changes in circumstances in determining whether there were any indicators that the carrying
amounts of the vessels in the Company’s fleet were not recoverable as of December 31, 2017. Factors considered included declines
in valuations during 2017 for vessels of certain sizes and ages, any negative changes in forecasted near term charter rates, and
an increase in the likelihood that the Company will sell certain of its vessels before the end of their estimated useful lives
in conjunction with the Company’s fleet renewal program. The Company concluded that the above indicators constituted impairment
trigger events for eighteen vessels (one ULCC, one VLCC, six Aframaxes, eight Panamaxes and two LR1s) as of December 31, 2017 and
three vessels (one Panamax and two MRs) as of September 30, 2017.In developing estimates of undiscounted future cash flows for performing
Step 1 of the impairment tests, the Company utilized the methodology described above. In estimating the fair value of the vessels
for the purposes of Step 2 of the impairment tests, the Company considered the market and income approaches by using a combination
of third party appraisals, current recycling market data, and discounted cash flow models prepared by the Company. In preparing
the discounted cash flow models, the Company used a methodology consistent with the methodology described above and a weighted
average cost of capital discount rate of 9.5%. Based on the tests performed, impairment charges totaling $81,062 and $7,346 were
recorded on twelve vessels (one ULCC, one VLCC, four Aframaxes and six Panamaxes) at December 31, 2017 and three vessels (one Panamax
and two MRs) as of September 30, 2017, respectively to write-down their carrying values to their estimated fair values.


CRITICAL ACCOUNTING POLICIES

2016 Impairment Evaluations — The Company had
been monitoring the industry wide decline in vessel valuations during 2016 and specifically from June 30, 2016 to September 30,
2016, and September 30, 2016 to December 31, 2016, as well as the decline in forecasted near term charter rates, and concluded
that the declines in vessel valuations and in forecasted near term charter rates constituted impairment trigger events for 28 vessels
as of September 30, 2016 and 24 vessels as of December 31, 2016. In developing estimates of undiscounted future cash flows for
performing Step 1 of the impairment tests, the Company utilized the methodology described above. In estimating the fair value of
the vessels for the purposes of Step 2 of the September 30, 2016 impairment tests, the Company developed fair value estimates that
utilized a market approach which considered an average of two vessel appraisals. Based on the tests performed, impairment charges
totaling $49,640 were recorded on two LR1s, an Aframax and a Panamax to write-down their carrying values to their estimated fair
values at September 30, 2016. In estimating the fair values of the vessels for the purposes of Step 2 of the December 31, 2016
impairment tests, the Company considered the market and income approaches by using a combination of third party appraisals and
discounted cash flow models prepared by the Company. In preparing the discounted cash flow models, the Company used a methodology
consistent with the methodology described above and a weighted average cost of capital discount rate of 9.0%. Based on the tests
performed, impairment charges aggregating $29,602 were recorded on one Panamax and seven MRs to write-down their carrying values
to their estimated fair values at December 31, 2016.2015 Impairment Evaluation — Management gave
consideration as to whether any events and changes in circumstances existed as of December 31, 2015 that could be viewed as indicators
that the carrying amounts of the vessels in the Company’s International Flag fleet were not recoverable as of December 31,
2015 and determined there were no such events or changes in circumstances.Impairment of Equity Method InvestmentsWhen events and circumstances warrant, investments accounted for
under the equity method of accounting are evaluated for impairment. If a determination is made that an other-than-temporary impairment
exists, the investment should be written down to its fair value in accordance with ASC 820, Fair Value Measurements and Disclosures,
which establishes a new cost basis. In December 2016, evidence of an other-than-temporary decline in the fair value of the Company’s
investments in its FSO joint ventures below their carrying values was identified by the Company. Specifically, management concluded
that the lower charter rate expected over the duration of the recently awarded five-year service contracts commencing in the third
quarter of 2017 was negative evidence indicating that the excess of the carrying value of the Company’s investment in these
joint ventures over their fair value was other-than-temporary as of December 31, 2016.As the Company determined that other-than-temporary impairments
existed in relation to its investments in the FSO joint ventures, impairment charges aggregating $30,475 were recorded to write
down the investments to their estimated fair values as of December 31, 2016. Such charges are included in equity in income of affiliated
companies in the accompanying consolidated statements of operations. In estimating the fair value of the Company’s investments
in the FSO joint ventures as of December 31, 2016, the Company utilized an income approach, by preparing discounted cash flow models
since there is a lack of comparable market transactions for the specially built assets held by the joint ventures. In preparing
the discounted cash flows models, the Company used a methodology largely consistent with the methodology and assumptions detailed
in the “Vessel Impairment” section above, with the exception being that as the assets owned by the joint ventures serve
under specific service contracts, the estimated charter rates for periods after the expiry of the existing contracts are based
upon management’s internally forecasted rates. The cash flows were discounted using the estimated weighted average cost of
capital for each joint venture, which approximated 9.5% and took into consideration country risk, entity size and uncertainty with
respect to the cash flows for periods beyond the current charter expiries.DrydockingWithin the shipping industry, there are two methods that are used
to account for dry dockings: (1) capitalize drydocking costs as incurred (deferral method) and amortize such costs over the period
to the next scheduled drydocking, and (2) expense drydocking costs as incurred. Since drydocking cycles typically extend over two
and a half years or five years, management uses the deferral method because management believes it provides a better matching of
revenues and expenses than the expense-as-incurred method. Pension BenefitsThe Company has obligations outstanding under the OSG Ship Management
(UK) Ltd. Retirement Benefits Plan (the “Scheme”), a defined benefit pension plan maintained by a subsidiary in the
U.K., who is the principal employer of the Scheme. The plan has been closed to new entrants and accrual since December 2007. The
Company has recorded pension benefit costs based on valuations developed by its actuarial consultants. These valuations are based
on key estimates and assumptions, including those related to the discount rates, the rates expected to be earned on investments
of plan assets and the life expectancy/mortality of plan participants. The Company is required to consider market conditions in
selecting a discount rate that is representative of the rates of return currently available on high-quality fixed income investments.
A higher discount rate would result in a lower benefit obligation and a lower rate would result in a higher benefit obligation.
The expected rate of return on plan assets is management’s best estimate of expected returns on plan assets. A decrease in
the expected rate of return will increase net periodic benefit costs and an increase in the expected rate of return will decrease
benefit costs. The mortality assumption is management’s best estimate of the expected duration of future benefit payments
at the measurement date. The estimate is based on the specific demographics and other relevant facts and circumstances of the Scheme
and considers all relevant information available at the measurement date. Longer life expectancies would result in higher benefit
obligations and a decrease in life expectancies would result in lower benefit obligations.


CRITICAL ACCOUNTING POLICIES

In determining the benefit obligations at the end of year measurement
date, the Company continues to use an equivalent single weighted-average discount rate, at December 31, 2017 (2.40%) and 2016 (2.60%),
respectively. Management believes these rates to be appropriate for ongoing plans with a long duration such as Scheme. The Company
also assumed a long-term rate of return on the Scheme assets of 3.85% and 3.85% at December 31, 2017 and 2016, respectively, based
on the asset mix as of such dates and management’s estimate of the long term rate of return that could be achieved over the
remaining duration of the Scheme.Newly Issued Accounting StandardsSee Note 2, “Summary of Significant Accounting Policies,”
to the Company’s consolidated financial statements set forth in Item 8, “Financial Statements and Supplementary Data.”


Crude Tankers

TCE rates during the fourth quarter of 2018 were strong on the back of increasing demand for crude oil and a record number of tanker removals through scrapping.  That strength carried forward into the first quarter of 2019, resulting in firm TCE rates for VLCCs, Suezmaxes, Aframaxes and Panamaxes.  A combination of events, including a large influx of newbuilding deliveries during the first quarter, OPEC production quota reductions and lackluster demand due in part to the U.S.-China trade war, caused the market to soften during the second and third quarters of 2019. U.S. sanctions on Venezuela imposed at the start of 2019 also hurt the crude oil tanker markets, particularly the VLCC and Aframax sectors.  Strong TCE rates in the fourth quarter of 2019  were driven by increasing crude oil demand on the back of improving trade conditions and the end of a prolonged period of refinery maintenance ahead of IMO 2020, as well as external geopolitical factors including U.S. sanctions imposed on certain entities owned by China Ocean Shipping Company (“COSCO”) due to alleged trading with Iran and the drone attack on a Saudi Arabian crude oil processing plant at Abqaiq.


Product Carriers

Aside of the events described above for the Crude Tankers segment, the Product Carriers market was negatively impacted during the second and third quarters of 2019 as many refineries began long maintenance periods in anticipation of IMO 2020’s implementation. MR tankers were particularly negatively impacted by the U.S. imposition of sanctions on Venezuela as a key trade of U.S. refined product exports to Venezuela became prohibited.  A return of stronger demand during the latter half of 2019 and the geopolitical events discussed in the crude tanker section above helped lift rates in the Product Carriers sector during the fourth quarter of 2019.

See Note 4, “Business and Segment Reporting,” to the Company’s consolidated financial statements as set forth in Item 8, “Financial Statements and Supplementary Data,” for additional information on the Company’s segments, including equity in income of affiliated companies and reconciliations of (i) time charter equivalent revenues to shipping revenues and (ii) adjusted income/(loss) from vessel operations for the segments to loss before income taxes, as reported in the consolidated statements of operations.


Crude Tankers

(a)

Adjusted income/(loss) from vessel operations by segment is before general and administrative expenses, provision for credit losses, third-party debt modification fees, and loss on disposal of vessels and other property, including impairments.

 (b)

The average is calculated to reflect the addition and disposal of vessels during the year.

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  |  | 2019 | |  | 2018 | |
| TCE revenues |  | $ | 259,517 |  | $ | 175,524 |
| Vessel expenses |  |  | (93,672) |  |  | (95,090) |
| Charter hire expenses |  |  | (35,114) |  |  | (23,809) |
| Depreciation and amortization |  |  | (59,387) |  |  | (54,431) |
| Adjusted income from vessel operations (a) |  | $ | 71,344 |  | $ | 2,194 |
| Average daily TCE rate |  | $ | 26,765 |  | $ | 17,780 |
| Average number of owned vessels (b) |  |  | 25.0 |  |  | 26.1 |
| Average number of vessels chartered-in under operating leases |  |  | 3.9 |  |  | 2.6 |
| Number of revenue days: (c) |  |  | 9,696 |  |  | 9,872 |
| Number of ship-operating days: (d) |  |  |  |  |  |  |
| Owned vessels |  |  | 9,125 |  |  | 9,544 |
| Vessels bareboat chartered-in under operating leases |  |  | 730 |  |  | 578 |
| Vessels time chartered-in under operating leases (e) |  |  | 359 |  |  | 190 |
| Vessels spot chartered-in under operating leases (e) |  |  | 331 |  |  | 174 |


Crude Tankers

During 2019, TCE revenues for the Crude Tankers segment increased by $83,993, or 48%, to $259,517 from $175,524 in 2018, principally as a result of significantly higher average blended rates in the VLCC, Suezmax, Aframax, and Panamax sectors aggregating approximately $77,105. Further contributing to the increase was the impact of a 259-day increase in VLCC revenue days aggregating $4,685, and a $13,655 increase in revenue in the Crude Tankers Lightering business during the current year. The net increase in VLCC days was the result of the acquisitions of one 2015-built and five 2016-built VLCCs which were delivered to the Company in June 2018, partially offset by the disposals of one 2000-built and one 2001-built VLCC in 2018, and 294 more drydock, repair and other off-hire days in the current year. Partially offsetting the revenue increases was a 961-day decrease in revenue days for the Aframax and Panamax sectors, which accounted for a revenue decrease of approximately $11,487, and was driven primarily by the sale of two 2001-built Aframaxes and a 2002-built Panamax between May and October 2018 along with the re-deployment of the Company’s 2002-built Aframax into its Crude Tankers Lightering business.

Of the total 294 day increase in VLCC off-hire days highlighted above, 164 days related to five VLCCs which were out of service to have scrubbers installed during the fourth quarter of 2019. The Company expects approximately 330 and 230 of VLCC off-hire days in the first and second quarters of 2020, respectively, as it completes scrubber installations on its 10 modern VLCCs in China. The expected off-hire days are subject to change due to impacts of the coronavirus (COVID-19) and other scheduling changes.

Vessel expenses decreased by $1,418 to $93,672 in 2019 from $95,090 in 2018. The primary drivers of the decrease were (a) a $10,734 decrease in vessel expenses which resulted from the VLCC, Aframax and Panamax sales noted above and (b) the sale of the Company’s only ULCC, which was idle in 2018 prior to its sale in June 2018 and accounted for approximately $1,255 of the decrease in vessel expenses. Such decreases were partially offset by a $8,053 increase in vessel expenses associated with the VLCC acquisitions described above and increased drydock deviation costs of $2,377.  Charter hire expenses increased by $11,305 to $35,114 in 2019 from $23,809 in 2018. The primary driver of the increase was a significant increase in spot and short-term time chartered-in vessels in the Crude Tankers Lightering business to support anticipated increased full service lightering activity, with an additional factor being the impact of executing sale and lease back transactions for two 2009-built Aframaxes in March 2018. Depreciation and amortization increased by $4,956 to $59,387 in 2019 from $54,431 in 2018, principally resulting from the impact of the VLCC acquisitions described above aggregating $7,072, partially offset by a reduction of $3,432 relating to the vessel sales noted above.


Product Carriers

The following table provides a breakdown of TCE rates achieved for the years ended December 31, 2019 and 2018 between spot and fixed earnings and the related revenue days. The information is based, in part, on information provided by the commercial pools in which the segment’s vessels participate and excludes commercial pool fees/commissions averaging approximately $486,  and $444 per day in 2019 and 2018, respectively, as well as revenue and revenue days for which recoveries were recorded by the Company under its loss of hire insurance policies.

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  |  | 2019 | |  | 2018 | |
| TCE revenues |  | $ | 80,402 |  | $ | 67,576 |
| Vessel expenses |  |  | (29,533) |  |  | (40,615) |
| Charter hire expenses |  |  | (22,398) |  |  | (21,101) |
| Depreciation and amortization |  |  | (16,152) |  |  | (17,862) |
| Adjusted (loss)/income from vessel operations |  | $ | 12,319 |  | $ | (12,002) |
| Average daily TCE rate |  | $ | 15,652 |  | $ | 10,594 |
| Average number of owned vessels |  |  | 9.9 |  |  | 13.3 |
| Average number of vessels chartered-in under operating leases |  |  | 4.5 |  |  | 4.8 |
| Number of revenue days |  |  | 5,137 |  |  | 6,379 |
| Number of ship-operating days: |  |  |  |  |  |  |
| Owned vessels |  |  | 3,630 |  |  | 4,872 |
| Vessels bareboat chartered-in under operating leases |  |  | - |  |  | 302 |
| Vessels time chartered-in under operating leases |  |  | 1,654 |  |  | 1,457 |


Product Carriers

(1)

During the 2019 and 2018 periods, each of the Company’s LR1s participated in the Panamax International pool and transported crude oil cargoes exclusively.
During 2019, TCE revenues for the Product Carriers segment increased by $12,826, or 19%, to $80,402 from $67,576 in 2018. Approximately $22,584 of such increase was attributable to increased average blended rates earned across all Product Carrier fleets, which was partially offset by a $9,799 decline in TCE revenues driven by a 1,242-day decrease in segment revenue days. The decline in revenue days reflects the impact of (i) a 1,585-day decrease in MR revenue days in the current period, resulting primarily from the sales of seven MRs between the first quarter of 2018 and the third quarter of 2019, and the redeliveries of one time chartered-in MR during the third quarter of 2019 and two bareboat chartered-in MRs during the second quarter of 2018, partially offset by (ii) a 367-


INTEREST EXPENSE

Interest expense was $66,267 in 2019, compared with $60,231 in 2018. Interest expense incurred on the debt facilities entered into by the Company during the second quarter of 2018 (See Note 8, “Debt,” to the accompanying consolidated financial statements as set forth in Item 8, “Financial Statements and Supplementary Data”) accounted for substantially all of the period over period increases before the impact of pension and interest rate collar/cap and swaps. Partially offsetting such increases was a decrease related to the 2017 Term Loan Facility due to a $10,000 prepayment made on July 31, 2019 and a $100,000 prepayment made on October 8, 2019, both using restricted cash set aside from the proceeds of vessel sales and a portion of the proceeds from the sale of the Company’s equity interest in the LNG Joint Venture, and lower average LIBOR rates during the 2019 periods compared with the comparable periods in 2018.

Following the refinancing completed in January 2020, we anticipate cash interest expense to further decrease by approximately $15,000 on an annual basis based on current interest rates by lowering our average interest rates on the refinanced portion of our debt by 350 basis points, and our overall average interest rates by 200 basis points.


Carrying Value of Vessels

(1)

As of December 31, 2019, the Crude Tankers segment includes vessels with an aggregate carrying value of $305,866, which the Company believes exceeds their aggregate market value of approximately $253,125 by $52,741.

 (2)

As of December 31, 2019, the Product Carriers segment includes vessels with an aggregate carrying value of $257,496, which the Company believes exceeds their aggregate market value of approximately $206,500 by $50,996.


Aggregate Contractual Obligations

(1)

Amounts shown include contractual interest obligations of floating rate debt estimated based on the applicable margin for the 2017 Term Loan Facility of 6.0% plus the estimated floating rates during the periods. The estimated floating rate through December 31, 2020 is 1.98% (which is both the cap and the floor rate under the Company’s interest rate collar for such period) and 1.80% thereafter, which is based on one-month LIBOR as of December 31, 2019 (which falls between the cap and floor rate under the Company’s interest rate collar for the period from January 1, 2021 through December 31, 2022).

 (2)

Amounts shown include contractual interest obligations of floating rate debt estimated based on the aggregate effective three-month LIBOR rate as of December 31, 2019 of 1.89% and applicable margin for the ABN Term Loan facility of 3.25%.

 (3)

Amounts shown include contractual interest obligations of floating rate debt estimated based on (i) the fixed rate stated in the related floating-to-fixed interest rate swap through the maturity date of March 21, 2025, or (ii) the effective three-month LIBOR rate for periods after the swap maturity date, plus the applicable margin for the Sinosure Credit Facility of 2.00%. The Company is a party to a floating-to-fixed interest rate swap covering the balance outstanding under the Sinosure Credit Facility that effectively converts the Company’s interest rate exposure under the Sinosure Credit Facility from a floating rate based on three-month LIBOR to a fixed LIBOR rate of 2.76%.

 (4)

As of December 31, 2019, the Company had charter-in commitments for six vessels and one workboat employed in the Crude Tankers Lightering business on leases that are accounted for as operating leases.  Certain of these leases provide the Company with various renewal and purchase options. The future minimum commitments for time charters-in have been reduced to reflect estimated days that the vessels will not be available for employment due to drydock and any days paid for in advance. Upon adoption of ASU 2016-02 Leases (ASC 842) on January 1, 2019, the full amounts due under bareboat charter-ins, office and other space leases, and lease component of the amounts due under long term time charter-ins are discounted and reflected on the Company’s consolidated balance sheet as lease liabilities with corresponding right of use asset balances.

 (5)

Represents the Company’s commitments for the purchase and installation of ballast water treatment systems on 18 vessels,  the purchase and installation of scrubbers on 10 of its VLCC tankers, and the acquisition of one 2009-built LR1 which was delivered to the Company during the first quarter of 2020. In addition, the Company is party to an agreement granting INSW the option to purchase an additional ballast water treatment system for installation before December 2020. If exercised, such option could increase the Company’s commitments by approximately $2,100.
As described above in Sources, Uses and Management of Capital, on January 28, 2020, the available amounts under the Core Term Loan Facility and the Transition Term Loan Facility were drawn in full, and $20,000 of the $40,000 available under the Core Revolving Facility was also drawn. Those proceeds, together with available cash, were used to repay or repurchase the outstanding principal balances and accrued interest payable under (i) the 2017 Debt Facilities, (ii) the ABN Term Loan Facility, and (iii) the Company’s 10.75% subordinated notes due 2023. The following table depicts the principal amortization and estimated interest payable under 2020 Debt Facilities for the next 5 years and beyond:


Aggregate Contractual Obligations

(a)

Amounts shown include contractual interest obligations of floating rate debt estimated based on (i) the applicable margin for the Core Term Loan Facility of 2.60% through August 15, 2020 and 2.40% thereafter, and (ii) the fixed rate stated in the related floating-to-fixed interest rate swap of 1.97% for the $250,000 notional amount covered in the interest rate swap (as described below under Risk Management) and the effective three-month LIBOR rate of 1.80% as of January 28, 2020 for the remaining outstanding balance.

 (b)

Amounts shown include contractual interest obligations of floating rate debt estimated based on the applicable margin for the Core Revolving Facility of 2.60% plus the effective three-month LIBOR rate of 1.80% as of January 28, 2020, assuming that amounts drawn on January 28, 2020 are repaid March 31, 2020.

 (c)

Amounts shown include contractual interest obligations of floating rate debt estimated based on the applicable margin for the Transition Term Loan Facility of 3.50%  plus the effective three-month LIBOR rate of 1.80% as of January 28, 2020.


Principal (Notional) Amount (dollars in millions) by Expected Maturity and Average Interest (Swap) Rate

(1)

Includes amounts outstanding under the Sinosure Credit Facility as floating rate debt estimated based on (i) the fixed rate stated in the related floating-to-fixed interest rate swap through the swap maturity date of March 21, 2025, or (ii) the effective three-month LIBOR rate for periods after the swap maturity date, plus the applicable margin for the Sinosure Credit Facility of 2.00%.
As of December 31, 2019, the Company had secured term loans (the 2017 Term Loan Facility, the Sinosure Credit Facility, and the ABN Term Loan Facility) and a revolving credit facility (2017 Revolver Facility) under which borrowings bear interest at a rate based on LIBOR, plus the applicable margin, as stated in the respective loan agreements. As discussed in Interest rate risk section above, the Company entered into an interest rate collar agreement for 2017 Term Loan and an interest rate swap agreement for Sinosure Credit Facility to limit the floating interest rate exposure associated with the debt facilities. There was no outstanding balance under the 2017 Revolver Facility as of December 31, 2019.

The outstanding balance of the 2017 Term Loan Facility, the ABN Term Loan Facility, and 10.75% Subordinated Notes were paid off following the debt refinance transactions completed on January 28, 2020 (as discussed above). In addition, in connection with its entry into the Core Term Loan Facility, the Company also amended its existing interest rate hedging arrangements in respect of the 2017 Debt Facilities to among other things decrease the notional hedged amount to an amount of $250,000 and extend the term of such hedging arrangement to coincide with the maturity of the Core Term Loan Facility. The following table gives effect of the refinancing transaction on the Company’s debt:


OPERATIONS AND OIL TANKER MARKETS

U.S. refinery throughput decreased by about 0.1 million b/d to 18.8
million b/d in the fourth quarter of 2016 compared with the comparable quarter in 2015. U.S. crude oil imports increased by about
0.7 million b/d in the fourth quarter of 2016 compared with the comparable quarter of 2015 with imports from OPEC countries increasing
by 0.3 million b/d, an 11.8% increase from the comparable quarter in 2015.Chinese imports of crude oil continued increasing, with 2016 showing
a 13.6% increase from 2015 as a result of increased strategic or commercial reserve buildup and increased imports by privately
owned refineries. December imports reached 8.6 million b/d.During the fourth quarter of 2016, the International Flag tanker
fleet of vessels over 10,000 deadweight tons (“dwt”) increased by 6.9 million dwt as the crude fleet increased by 5.5
million dwt, while the product carrier fleet expanded by 1.4 million dwt. Year over year, the size of the tanker fleet increased
by 31.3 million dwt with the largest increases in the VLCCs, MRs and Aframax sectors.During the fourth quarter of 2016, the International Flag crude
tanker orderbook decreased by 6.1 million dwt, and the product carrier orderbook decreased by 1.7 million dwt.From the end of the fourth quarter of 2015 through the end of the
fourth quarter of 2016, the total tanker orderbook declined by 28.6 million dwt. due to a combination of vessel deliveries combined
with a large reduction in new orders placed in 2016, although 2016 saw limited amounts of scrappings.VLCC freight rates saw a strengthening during the fourth quarter
of 2016, reaching a peak of around $63,000 per day in December before beginning to decrease to around $50,000 per day by the end
of the quarter. This was attributable to the record Chinese imports experienced during the quarter. Other crude segments had similar
earnings patterns, although the Panamax sector saw continuous improvement throughout the quarter and product carriers also improved
during the quarter from a low of around $6,500 per day in October to around $13,000 per day by the end of the quarter. The previously
announced OPEC-led production cuts will begin to impact the tanker markets during the first quarter of 2017. In addition, 2017
will likely see the peak of the orderbook delivery schedule. The combination of these factors could put downward pressure on freight
rates.

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RESULTS FROM VESSEL OPERATIONS

The increase in 2015 vessel expenses by $10,153, or 8%, to $143,925
from $133,772 resulted primarily from (i) $3,621 of additional reactivation and operating costs incurred in conjunction with the
Company’s ULCC being taken out of lay-up in the first quarter of 2015 and commencing a time charter in April 2015, (ii) $3,451
of incremental costs relating to the redelivery of one of the Company’s Panamaxes that had previously been bareboat chartered-out,
(iii) the recording of a $1,450 reserve in 2015 for an assessment by a multi-employer defined benefit pension plan covering British
crew members that served onboard INSW vessels (as well as vessels of other owners) more than 20 years ago, (iv) a $1,402 increase
in vessel expenses associated with a newbuild LR2 that was delivered in the second quarter of 2014, and (v) an increase in technical
management fees paid to V.Ships. As discussed in further detail in Note 18, “Severance Costs,” to the Company’s
consolidated financial statements set forth in Item 8, “Financial Statements and Supplementary Data,” the Company began
transferring management of its International Flag conventional tankers to V.Ships in March 2014 and completed the transfers by
September of 2014. Vessel operating expenses in 2015 included approximately $7,200 in technical management fees, compared with
approximately $4,100 in 2014. These increases in vessel expense were more than offset by a decrease in the cost of providing technical
and commercial management by the Company’s shore-based staff that were previously included in general and administrative
expenses.The $3,278, or 4%, decrease in depreciation and amortization to
$81,653 in 2015 from $84,931 in 2014 was primarily due to a $5,065 decrease in depreciation expense associated with the vessel
sales noted above. This decrease was partially offset by a $1,513 increase in depreciation expense associated with the LR2 newbuild
delivery referred to above.See Note 5, “Business and Segment Reporting,” to the
Company’s consolidated financial statements as set forth in Item 8, “Financial Statements and Supplementary Data”,
for additional information on the Company’s segments, including equity in income of affiliated companies and reconciliations
of (i) time charter equivalent revenues to shipping revenues and (ii) adjusted income from vessel operations for the segments to
income/(loss) before income taxes, as reported in the consolidated statements of operations.  International Crude Tankers

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RESULTS FROM VESSEL OPERATIONS

(a)Adjusted income from vessel operations by segment is before general and administrative expenses, technical management transition
costs, severance costs, separation and transition costs, and (loss)/gain on disposal of vessels and other property, including impairments.
(b)The average is calculated to reflect the addition and disposal of vessels during the year.
(c)Revenue days represent ship-operating days less days that vessels were not available for employment due to repairs, drydock
or lay-up. Revenue days are weighted to reflect the Company’s interest in chartered-in vessels.
(d)Ship-operating days represent calendar days.


RESULTS FROM VESSEL OPERATIONS

The following table provides a breakdown of TCE rates achieved for
the years ended December 31, 2016, 2015 and 2014 between spot and fixed earnings and the related revenue days. The information
in these tables is based, in part, on information provided by the commercial pools in which the segment’s vessels participate.

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RESULTS FROM VESSEL OPERATIONS

(a)The average rates reported in the above tables for
VLCCs in 2014 represent VLCCs less than 15 years of age. The average spot TCE rates earned by the Company’s VLCCs on an overall
basis during 2014 was $24,358.
(b)The average rates reported for Aframaxes exclude TCE revenue from the Company’s International
Flag Lightering business.During 2016, TCE revenues for the International Crude Tankers segment
decreased by $46,011, or 15%, to $258,171 from $304,182 in 2015 primarily as a result of lower average daily rates in the VLCC
and Aframax sectors, which accounted for a decrease in revenue of approximately $65,267. Such decrease was mitigated to an extent
by an increase of 246 revenue days for the VLCC and Aframax fleets, which resulted from fewer drydock and repair days in the current
year and increased revenue by approximately $11,623. Also serving to partially offset the decline in rates were increased activity
levels in the Crude Tankers Lightering business in the current year, which resulted in a $4,552 increase in revenue, and the Company’s
ULCC exiting lay-up and commencing an 11-month time charter for storage in April 2015, which has subsequently been extended for
21 months following the expiry of the initial charter period. A full year of service for the ULCC accounted for an increase in
revenue of $5,242 in the current year.Vessel expenses decreased by $1,898 to $84,276 in 2016 from $86,174
in 2015. The change in vessel expenses is primarily due to the Marine Navy Ratings Pension Fund (“MNRPF”) assessment
described further below. Charter hire expenses increased by $911 to $9,732 in 2016 from $8,821 in 2015, resulting from an increase
in spot chartered-in Aframaxes by the Crude Tankers Lightering business for utilization in the performance of full-service lighterings
during 2016. The only vessels in the segment chartered-in by the Company during either period were Aframaxes and workboats employed
in the Crude Tankers Lightering business.During 2015, TCE revenues for the International Crude Tankers segment
increased by $75,886, or 33%, to $304,182 from $228,296 in 2014. Higher average daily TCE rates across all fleets in the segment
in the current year, particularly in the VLCC fleet sector, increased TCE revenues by approximately $135,676. Further contributing
to the increase in 2015 was the Company’s ULCC exiting lay-up and commencing an 11-month time charter for storage in April
2015. Partially offsetting the impact of the positive factors was a $70,500 decrease in TCE revenues attributable to a 3,530-day
decrease in revenue days. The decrease in revenue days reflected a contraction in the International Crude Tankers Lightering fleet
associated with reductions in the Company’s full service International Flag Lightering business upon the expiry of its Lightering
contracts in September 2014. Such reduction included the sales of two 1994-built Aframaxes that had been utilized in the International
Flag Lightering business, one in March 2014 and the second in September 2014, and resulted in a reduction in TCE revenue of $3,921
during 2015. Also contributing to the decrease in revenue days were 1,289 fewer chartered-in days in the Aframax fleet, as well
as the Company’s sale of a 1996-built VLCC, a 1997-built VLCC and a 2004-built Panamax in December 2014, and a 356-day increase
in drydock and repair days in 2015 compared with 2014.Vessel expenses increased by $6,903 to $86,174 in 2015 from $79,271
in 2014. The increase in vessel expenses reflects a reserve of $1,450 recorded in the third quarter of 2015 for an assessment by
the MNRPF. The MNRPF is a multi-employer defined benefit pension plan covering British crew members that served onboard INSW’s
vessels (as well as vessels of other owners) more than 20 years ago. During 2014 the trustees of the MNRPF sought court approval
for a new deficit reduction regime for participating employers. Participating employers include current employers, historic employers
that have made voluntary contributions, and historic employers such as INSW that have made no deficit contributions. The trustees
received court approval of the new deficit reduction regime in February 2015. Although the Company has not been an active member
of the plan for a number of years, because the plan is underfunded, additional assessments are possible in future years. Also contributing
to the variance in vessel expenses were an increase of $1,670 in management fees paid to V.Ships, and a $7,071 increase associated
with the reactivation in the first quarter of 2015 of the ULCC discussed above and with one of the Company’s Panamaxes that
had previously been bareboat chartered-out. Such increases were partially offset by a 1,591-day decrease in owned and bareboat
chartered-in vessels resulting from the fleet changes noted above. Charter hire expenses decreased by $18,462 to $8,821 in 2015
from $27,283 in 2014, resulting from a decrease of 1,945 chartered-in days in the current year, driven principally by the return
of vessels discussed above. The only vessels in the segment that were time chartered-in by the Company during 2015 were workboats
employed in the International Flag Lightering business.


RESULTS FROM VESSEL OPERATIONS

Depreciation expense decreased by $4,933 to $51,347 in 2015 from
$56,280 in 2014, reflecting the 2014 vessel sales noted above.

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RESULTS FROM VESSEL OPERATIONS

The following table provides a breakdown of TCE rates achieved for
the years ended December 31, 2016, 2015 and 2014 between spot and fixed earnings and the related revenue days. The information
is based, in part, on information provided by the commercial pools in which certain of the segment’s vessels participate.


RESULTS FROM VESSEL OPERATIONS

During 2016, TCE revenues for the International Product Carriers
segment decreased by $45,294, or 26%, to $126,314 from $171,608 in 2015. This decrease resulted primarily from a year-over-year
decrease in average daily blended rates earned by the MR fleet, which accounted for $41,291 of the total decrease, and a 255-day
decrease in MR fleet revenue days, which accounted for $4,667 of the total decrease. The reduction in revenue days was driven by
the MR sale and redelivery discussed above.Depreciation and amortization decreased by $2,067 to $26,696 in
2016 from $28,763 in 2015, principally due to the impact of reductions in vessel bases that resulted from impairment charges on
two vessels in the segment recorded in the third quarter of 2016, and the MR sale in 2015 discussed above.During 2015, TCE revenues for the International Product Carriers
segment increased by $52,939, or 45%, to $171,608 from $118,669 in 2014. Approximately $48,927 of this increase in TCE revenues
resulted primarily from a significant year over year increase in average daily blended rates earned by the MR fleet. Partially
offsetting the stronger rates for the MR fleet was a $5,663 decrease associated with a 486-day decrease in MR fleet revenue days,
primarily due to two time chartered-in vessels that were returned to their owners at the expiry of their charters. The delivery
of a newbuilt LR2 in July 2014 also resulted in $9,198 of increased TCE revenues during 2015.


RESULTS FROM VESSEL OPERATIONS

International Product Carriers segment vessel expenses increased
by $3,407 to $58,118 in 2015 from $54,711 in 2014. Such variance resulted from an increase of owned and bareboat chartered-in days
of 52 days, primarily attributable to the LR2 delivery discussed above, partially offset by the sale of a 1998-built MR in July
2015. Also contributing to the variance was an increase in average daily vessel expenses of $404 per day, which primarily related
to management fees paid to V.Ships, higher crew costs, and the timing of the delivery of stores and spares. Charter hire expenses
decreased by $5,698 to $27,981 in 2015 from $33,679 in 2014 reflecting 404 fewer chartered-in days in the MR fleet, as vessels
were returned to their owners at the expiry of their charters. Depreciation and amortization increased by $1,870 to $28,763 in
2015 from $26,893 in 2014, principally due to $1,513 associated with the LR2 delivery discussed above.

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