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Section 1: CORRESP

        

                                                        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

 

 

  • You disclose that basic earnings per share is computed after the deduction of dividends and undistributed earnings allocated to participating securities. You further disclose that participating securities were allocated a portion of income for the year ended December 31, 2015. Please provide a reconciliation of the numerator to show the effect given to participating securities that affect your earnings per share, pursuant to ASC 260-10-50-1.a.
  •  

    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

     

     

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