Overseas Shipholding Group, Inc. - Ordinary Shares (OSG)
Filed: 7 Feb 17, 12:00am
Overseas Shipholding Group, Inc.
Two Harbour Place Tel: 813.209.0600 www.osg.com
302 Knights Run Avenue
Suite 1200
Tampa, FL 33602
February 7, 2017
Ms. Lyn Shenk, Branch Chief
United States Securities and Exchange Commission
Division of Corporate Finance
100 F Street N.E.
Washington, DC 20549
RE: Overseas Shipholding Group, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2015
Filed March 1, 2016
File No. 001-06479
Dear Ms. Shenk:
We have reviewed your letter to us of December 22, 2016 setting forth staff comments on the Overseas Shipholding Group, Inc. (“OSG” or the “Company”) Form 10-K for the fiscal year ended December 31, 2015. Based on our review, we respond as follows to the staff comments:
Form 10-K for the Fiscal Year Ended December 31, 2015
Notes to Consolidated Financial Statements
Note 4 – Earning per Common Share, page 84
SEC Comment
OSG Response
In response to the Staff’s comment, the following is a reconciliation of the numerator to show the effect given to participating securities that affected our earnings per share,pursuant to ASC 260-10-50-1. a. The components of net income/(loss) allocated to Class A and Class B common stock and participating securities for the three years ended December 31, 2015 are as follows:
Ms. Lyn Shenk, Branch Chief
Page 2
| In thousands | 2015 | 2014 | 2013 | ||||||||
| Basic and Diluted EPS: | |||||||||||
| Income/(loss) available to Class A Common Stockholders | $ | 279,940 | $ | (102,978) | $ | - | |||||
| Income/(loss) available to Class B Common Stockholders | 3,866 | (49,295) | - | ||||||||
| Loss available to Common Stockholders | - | - | (638,230) | ||||||||
| Income allocated to participating securities | 154 | - | - | ||||||||
| Net income/(loss) | $ | 283,960 | $ | (152,273) | $ | (638,230) | |||||
In our future filings, commencing with the Company’s Annual Report on Form 10-K for the year ended December 31, 2016, we will include a reconciliation of the numerator to show the effect given to participating securities that may affect our earnings per share, pursuant to ASC 260-10-50-1.a. by expanding our earnings per share disclosure as presented in the table noted above.
If you should have any questions regarding this matter, please contact me at (813) 209-0699.
Sincerely,
/s/ Christopher Wolf
Christopher Wolf
Senior Vice President and Chief Financial Officer
cc: Jeffrey D. Karpf, Esq., Cleary Gottlieb Steen & Hamilton LLP
Alison McNerney, PricewaterhouseCoopers LLP