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United States securities and exchange commission logo
June 24, 2021
John Capela
Vice President and Chief Accounting Officer
ITT Inc.
1133 Westchester Avenue
White Plains, NY 10604
Re: ITT Inc.
Form 10-K for the
Fiscal Year Ended December 31, 2020
Filed February 19,
2021
File No. 001-05672
Dear Mr. Capela:
We have limited our review of your filing to the financial
statements and related
disclosures and have the following comments. In some of our comments, we
may ask you to
provide us with information so we may better understand your disclosure.
Please respond to these comments 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
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Form 10-Q for the Quarterly Period Ended April 3, 2021
General, page 1
1. Your interim financial
statements are labeled as the Quarterly Periods Ended March 31,
2021 and 2020; however,
we note that these quarters ended on April 3, 2021 and March
27, 2020. Please revise
to reflect the correct period end date on the face of the financial
statements in
accordance with Item 10-01(c) of Regulation S-X. In addition, if the
difference in the
number of days within each period has a material impact on your
revenue, expenses or
results of operations, ensure that this is appropriately addressed
within your results of
operations discussion. Lastly, revise the cover page of the filing to
disclose the correct
reporting period.
John Capela
FirstName
ITT Inc. LastNameJohn Capela
Comapany
June NameITT Inc.
24, 2021
June 24,
Page 2 2021 Page 2
FirstName LastName
Form 8-K dated May 7, 2021, page 99.1
2. We note several instances where you provide an enhanced discussion of
the drivers behind
changes in certain non-GAAP measures, including free cash flow and
adjusted operating
segment income without a corresponding GAAP discussion. Please revise
future filings to
provide a similar discussion for your GAAP measures with equal or
greater prominence.
Refer to Item 10(e)(1)(i)(A) of Regulation S-K and Question 102.10 of
the Non-GAAP
Compliance and Disclosure Interpretations.
In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.
You may contact Megan Akst, Senior Staff Accountant at 202-551-3407 or
Kathleen
Collins, Accounting Branch Chief at 202-551-3499 with any questions.
Sincerely,
Division of
Corporation Finance
Office of
Technology