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United States securities and exchange commission logo
November 14, 2023
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
File No. 001-05672
Dear Emmanuel Caprais:
We have limited our review of your filing to the financial
statements and related
disclosures 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.
Form 10-K for the Fiscal Year Ended December 31, 2022
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of
Operations, page 25
1. You present total
segment operating income and margin as well as total adjusted segment
operating income and
margin, which are non-GAAP measures and should be reconciled to
the most directly
comparable GAAP measure. However, once reconciled it would appear
such measures may
include adjustments that are inconsistent with the applicable non-
GAAP guidance. In this
regard, adjusting for Corporate expenses appears to present
non-GAAP measures that
exclude normal, recurring, cash operating expenses. Therefore,
please revise to remove
these measures from your periodic filings, Form 8-K earnings
releases, and earnings
presentations on your website. Refer to Item 10(e)(1)(i)(B) of
Regulation S-K and
Questions 100.01 and 104.04 of the non-GAAP C&DIs.
Emmanuel Caprais
FirstName
ITT Inc. LastNameEmmanuel Caprais
Comapany 14,
November NameITT
2023 Inc.
November
Page 2 14, 2023 Page 2
FirstName LastName
Item 15. Exhibits and Financial Statement Schedules
Notes to the Consolidated Financial Statements
Note 3 Segment Information, page 68
2. Please revise to reconcile total segment operating income to
consolidated income before
income taxes and discontinued operations or consolidated income after
those
items. Further, remove the reconciliation to consolidated operating
income, as well as the
total segment operating margin percentages as neither are part of the
required
reconciliation. Refer to ASC 280-10-50-30b.
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.
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