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United States securities and exchange commission logo
January 22, 2024
Emmanuel Caprais
Chief Financial Officer
ITT Inc.
100 Washington Boulevard, 6 Floor
Stamford, Connecticut 06902
Re: ITT Inc.
Form 10-K for the
Fiscal Year Ended December 31, 2022
Response dated
January 12, 2024
Form 8-K Furnished
November 2, 2023
File No. 001-05672
Dear Emmanuel Caprais:
We have reviewed your January 12, 2024 response to our comment
letter and have the
following comments.
Please respond to this letter 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 a
comment applies to your facts and circumstances, please tell us why in
your response.
After reviewing your response to this letter, we may have
additional comments. Unless
we note otherwise, any references to prior comments are to comments in
our December 21,
2023 letter.
Form 10-K for the Fiscal Year Ended December 31, 2022
Management's Discussion and Analysis of Financial Condition and Results
of Operations, page
25
1. We note your response
to prior comment 1. As previously communicated, we continue to
believe your non-GAAP
measures of total segment operating income, total segment
operating margin, total
adjusted segment operating income and total adjusted segment
operating income margin
do not comply with Question 100.01 of the non-GAAP C&DIs.
Therefore, as
previously requested, please revise to remove these measures from any
future Form 10-Q and
Form 10-K filings, Form 8-K earnings releases, and earnings
presentations on your
website.
Emmanuel Caprais
FirstName
ITT Inc. LastNameEmmanuel Caprais
Comapany
January 22,NameITT
2024 Inc.
January
Page 2 22, 2024 Page 2
FirstName LastName
Key Performance Indicators and Non-GAAP Measures, page 40
2. Please revise the reconciliation of adjusted income from continuing
operations to present
each adjustment gross of tax with the total related tax effect as a
separate adjustment,
which is clearly explained. Refer to Question 102.11 of the non-GAAP
C&DIs.
3. Please revise to include a reconciliation of adjusted EPS to GAAP
earnings per share.
Refer to Question 102.05 of the non-GAAP C&DIs.
Form 8-K Furnished November 2, 2023
Exhibit 99.1, page 13
4. We note your schedule titled Reported vs. Adjusted Income from
Continuing Operations
& Adjusted EPS appears to include non-GAAP measures that are not
appropriately
identified, such as income from continuing operations before tax,
income from continuing
operations, etc. Please revise to identify each non-GAAP measure along
with the
appropriate disclosures required by Item 10(e)(1)(i) of Regulation
S-K. Alternatively,
revise to remove such lines from your reconciliation or revise the
form of your
reconciliation so as to not create unintended non-GAAP measures.
Please contact Megan Akst at 202-551-3407 or Melissa Kindelan at
202-551-3564 with
any questions.
Sincerely,
Division of
Corporation Finance
Office of
Technology