SEC Comment Letter for SouthState Corp (SSB) (CIK 0000764038) (SSB) — Jul 18, 2016
SouthState Corp (SSB) (CIK 0000764038)
Date: July 18, 2016 · CIK: 0000764038 · Accession: 0000000000-16-084618
AI Filing Summary & Sentiment
File numbers found in text: 001-12669
Letter
Mail Stop 4720 July 15, 2016 John Pollok Chief Financial Officer South State Corporation 520 Gervais Street Columbia , South Carolina 29201
Re: South State Corporation Form 10-K for Fiscal Year Ended December 31, 2015 Filed February 2 4, 2016 Form 8-K filed April 22 , 2016 File No. 001-12669
Dear Mr. Pollok :
We have limited our review of your filing to the financial statements and related disclosures and have the following comment. In our comment , we may ask you to provide us with information so we may better understand your disclosure.
Please respond to th is comment within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe our comment appl ies to your facts and circumstances, please tell us why in your response.
After revi ewing your response to th is comment, we may have additional comments.
Form 8 -K filed April 22, 2016
Exhibits 99.1 and 99.2
1. It appears that y our non-GAAP measure s (e.g. operating EPS and operating earnings) included in exhibits 99.1 and 99.2 are more prominent than the comparable GAAP measure. This presentation appears to be inconsistent with the updated Compliance and Disclosure Interpretations (CDI) issued on M ay 17, 2016, including Question 102.10 of the CDI. Please review this guidance when preparing your future filings.
We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing include s the information the Securities Exchange Act of 1934 and all applicable Exchange Act rules require. Since the company and its management are
John Pollok South State Corporation July 15, 2016 Page 2
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.
In responding to our comment, please provide a written statement from the company acknowledging that:
the company is responsible for the adequacy and accuracy of the disclosure in the filing;
staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and
the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person u nder the federal securities laws of the United States.
Please contact Michael Volley, Staff Accountant, at (202) 551 -3437 or me at (202) 551 - 3492 with any questions.
Sincerely,
/s/ John P. Nolan
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Mail Stop 4720 July 15, 2016 John Pollok Chief Financial Officer South State Corporation 520 Gervais Street Columbia , South Carolina 29201 Re: South State Corporation Form 10-K for Fiscal Year Ended December 31, 2015 Filed February 2 4, 2016 Form 8-K filed April 22 , 2016 File No. 001-12669 Dear Mr. Pollok : We have limited our review of your filing to the financial statements and related disclosures and have the following comment. In our comment , we may ask you to provide us with information so we may better understand your disclosure. Please respond to th is comment within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe our comment appl ies to your facts and circumstances, please tell us why in your response. After revi ewing your response to th is comment, we may have additional comments. Form 8 -K filed April 22, 2016 Exhibits 99.1 and 99.2 1. It appears that y our non-GAAP measure s (e.g. operating EPS and operating earnings) included in exhibits 99.1 and 99.2 are more prominent than the comparable GAAP measure. This presentation appears to be inconsistent with the updated Compliance and Disclosure Interpretations (CDI) issued on M ay 17, 2016, including Question 102.10 of the CDI. Please review this guidance when preparing your future filings. We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing include s the information the Securities Exchange Act of 1934 and all applicable Exchange Act rules require. Since the company and its management are John Pollok South State Corporation July 15, 2016 Page 2 in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made. In responding to our comment, please provide a written statement from the company acknowledging that: the company is responsible for the adequacy and accuracy of the disclosure in the filing; staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person u nder the federal securities laws of the United States. Please contact Michael Volley, Staff Accountant, at (202) 551 -3437 or me at (202) 551 - 3492 with any questions. Sincerely, /s/ John P. Nolan John P. Nolan Senior Assistant Chief Accountant Office of Financial Servic es