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CORRESP
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CORRESP

 June 26, 2023

 VIA
EDGAR

 United States Securities and Exchange Commission

Division of Corporation Finance

 100 F Street, N.E.

Washington, DC 20549-3030

Attn:
 Mr. Karl Hiller

 Branch Chief

Re:
 The Gorman-Rupp Company

 Form 10-K for the Fiscal Year Ended December 31, 2022

 Filed March 8, 2023

 File No. 001-06747

Dear Mr. Hiller:

 The Gorman-Rupp Company (the
“Company” or “we”) is submitting this letter in response to the comment letter from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”), dated May 26, 2023. Following are
the Company’s responses. For the convenience of the Staff, we have repeated each of the Staff’s comments before our corresponding response.

Form 10-K for the Fiscal Year Ended December 31, 2022

Properties, page 11

1.
 Comment: We note that you identify the locations of fifteen production facilities and state that you
consider the plants, machinery and equipment “to be well maintained, in good operating condition and adequate for the present uses and business requirements of the Company.”

However, you are required to describe the facilities in a manner that will reasonably inform investors as to the suitability, adequacy,
productive capacity, and extent of utilization to comply with Instruction 1 to Item 102 of Regulation S-K.

For example, describe the nature of operations conducted at the various facilities, in terms of the markets served or class of products
manufactured, indicate the extent to which there is versatility in those activities, and provide volumetric details of capacity and utilization with an explanation of the underlying calculations.

 Please submit the revisions that you propose to address the aforementioned guidance.

Response:

 The Company
acknowledges the Staff’s comment and advises the Staff that the Company will revise its disclosure to address the aforementioned guidance in future filings. By way of example, the following modified Item 2. Properties disclosure from page 11 of
our Annual Report on Form 10-K for the year ended December 31, 2022 reflects the format we intend to employ in future filings.

Item 2. Properties.

The Company conducts business at plants and offices that are owned or leased and located in the United States and other countries as described
below. The following table sets forth the location, approximate size, principal use, markets served and ownership status of each of our material facilities. We believe we made effective use of our productive capacities at our facilities. We consider
our plants, machinery and equipment to be well maintained and in good operating condition. We believe the quality and production capacity of our facilities is sufficient to maintain our competitive position for the foreseeable future.

 Properties

 Approximate

Sq Footage

 Principal Use

 Markets Served

 Owned/ Leased

United States

 Bellville, OH

98,000

Manufacturing, R&D

Industrial, OEM

Owned

Fort Wayne, IN

125,000

Manufacturing, R&D

Industrial, agriculture, construction

Owned

Glendale, AZ

32,000

Manufacturing, R&D

Industrial, agriculture, municipal, pretroleum, OEM

Owned

Lenexa, KS

53,000

Manufacturing

Industrial, agriculture, construction

Leased

Lubbock, TX

60,000

Manufacturing

Industrial, agriculture, municipal, pretroleum, OEM

Owned

Mansfield, OH (2 properties)

970,000

Corporate HQ, Manufacturing, R&D

Industrial, construction, municipal, pretroleum, OEM

Owned

Olive Branch, MS

62,000

Manufacturing

Industrial, agriculture, municipal, pretroleum, OEM

Owned

Royersford, PA (2 properties)

120,000

Manufacturing

Industrial, agriculture,
construction,
municipal, OEM

Owned

Toccoa, GA

295,000

Manufacturing, R&D

Industrial, fire, municipal

Owned

Other Countries

County Westmeath, Ireland

42,000

Manufacturing

Industrial, fire, municipal

Waardenburg, The Netherlands

41,000

Manufacturing

Industrial, agriculture, construction, municipal, pretroleum, OEM

Owned

St. Thomas, Ontario, Canada

63,000

Manufacturing

Industrial, agriculture, construction, municipal,

Owned

pretroleum, OEM

Johannesburg, South Africa

38,000

Manufacturing

Industrial, agriculture, construction, municipal, pretroleum, OEM

Owned

Namur, Belgium

18,000

Manufacturing

Industrial, agriculture, construction, municipal, pretroleum, OEM

Owned

 Management’s Discussion and Analysis of Financial Condition and Results of Operations Executive Overview, page 15

2.
 Comment: We note that your disclosures begin with reference to a recent acquisition followed by a
discussion of your non-GAAP measures of adjusted earnings per share, and adjusted earnings before interest, taxes, depreciation and amortization; which you explain are utilized “to assess comparative
operations against those of prior periods without the distortion of non-comparable factors...[and] will be useful to investors in assessing the strength of the Company’s underlying operations from period
to period.”

 As presented your discussion and analysis appears to place greater emphasis on non- GAAP measures, which would generally be contrary to Item 10(e)(1)(i)(A) of Regulation S-K and the associated guidance in the answer to Question 102.10(a) of our
Compliance and Disclosure Interpretations for Non-GAAP measures.

 Please reposition your non-GAAP disclosures to
follow a comparable discussion and analysis of your GAAP information. Please also clarify your rationale for presenting non-GAAP adjusted earnings per share adjacent to your non-GAAP adjusted earnings before
interest, taxes, depreciation and amortization; without the corresponding aggregate non-GAAP adjusted earnings amounts.

 We expect that you
would need to have incremental disclosures clarifying how these measures are considered to be complementary, if that is your view, and why you would present one measure on a per share basis and the other on an aggregate basis.

Response:

 To address the
Staff’s comment, in our future Form 10-K and 10-Q filings, we intend to reposition the non-GAAP disclosure, reconciliation
tables and discussion of non-GAAP measures that were included at the beginning of MD&A to be at the end of our “Results of Operations” disclosure. We believe this step will address the
Staff’s concerns with respect to the requirements of Item 10(e)(1)(i)(A) of Regulation S-K.

As applicable in future filings, such repositioned disclosure will include a reconciliation of non-GAAP
adjusted earnings amounts corresponding to the non-GAAP adjusted earnings per share amounts and continue to disclose a reconciliation of adjusted EBITDA amounts. We believe this addition will address the
Staff’s concerns about the presentation of complimentary non-GAAP measures. As an example, following is disclosure and a reconciliation of the non-GAAP adjusted
earnings amounts that correspond to the non-GAAP adjusted earnings per share amounts included in our Annual Report on Form 10-K for the year ended December 31,
2022.

2022

2021

2020

 Adjusted earnings:

 Reported net income – GAAP basis

$
11,195

$
29,851

$
25,188

 Plus pension settlement charge

5,216

1,846

3,694

 Plus one-time acquisition costs

5,752

—

—

 Plus amortization of step up in value of acquired inventories

1,141

—

—

 Plus amortization of acquired customer backlog

1,231

—

—

 Non-GAAP adjusted earnings

$
24,535

$
31,697

$
28,882

 Results of Operations, page 17

3.
 Comment: We note that you disclose the changes in net sales for domestic and international sales, and
for various product markets, including water, fire, municipal, repair, construction, agriculture, non-water, industrial, OEM, and petroleum. However, Item 303(b)(2) of
Regulation S-K generally requires additional information, including a discussion and analysis that would describe the following matters.

•

 Any unusual or infrequent events or transactions or any significant economic changes that materially affected the
amount of reported income from continuing operations and, in each case, the extent to which income was so affected.

•

 Any known trends or uncertainties that have had or that are reasonably likely to have a material favorable or
unfavorable impact on net sales or income from continuing operations.

•

 The extent to which material changes in net sales are attributable to changes in prices or to changes in the
volume or the amount of goods or services being sold, or to the introduction of new products or services.

 Please expand
your disclosures as necessary to address these requirements, including quantification of the volumes of products sold in the various markets identified each period. Given the number of markets identified, it would be helpful to include a tabulation
with comparative sales and volumetric details for each market.

 Please submit the revisions that you propose to address these concerns.

 Response:

 To enhance
the Company’s discussion regarding net sales in its periodic reports, in future filings, we advise the Staff that we intend to provide a tabular presentation of disaggregated revenue by end markets, as well as, more robust disclosure regarding
the reasons for our revenue fluctuations, including describing and, to the extent possible, quantifying the material reasons for such fluctuations, including the extent to which such fluctuations are attributable to changes in prices, changes in the
volume or amount of identified goods being sold or to the introduction of new products. Additionally, in future filings, we intend to describe and, to the extent possible, quantify any other significant components of revenues that would be material
to an understanding of our results of operations, such as revenue attributable to significant new customers.

 Further, in future filings,
we intend to describe and, to the extent possible, quantify any unusual or infrequent events or transactions or any significant economic changes that materially affected the amount of reported income from continuing operations and any known trends
or uncertainties that have had or that are reasonably likely to have a material favorable or unfavorable impact on net sales or income from continuing operations.

 By way of example, the following tabular presentation of disaggregated revenue by end
markets reflects the format we intend to employ in future periodic filings, which will include quarterly and year-to-date amounts, as applicable, in our Form 10-Q
filings and year-end amounts in our Form 10-K filings:

Three months ended
June 30,

(in thousands)

2023

2022

$ Change

% Change

 Industrial

$
xx,xxx

$
xx,xxx

$
xx,xxx

xx
%

 Fire

xx,xxx

xx,xxx

xx,xxx

xx
%

 Agriculture

xx,xxx

xx,xxx

xx,xxx

xx
%

 Construction

xx,xxx

xx,xxx

xx,xxx

xx
%

 Municipal

xx,xxx

xx,xxx

xx,xxx

xx
%

 Petroleum

xx,xxx

xx,xxx

xx,xxx

xx
%

 OEM

xx,xxx

xx,xxx

xx,xxx

xx
%

 Repair parts

xx,xxx

xx,xxx

xx,xxx

xx
%

 Total net sales

$
xxx,xxx

$
xxx,xxx

$
xxx,xxx

xx
%

 Liquidity and Capital Resources, page 19

4.
 Comment: We note that you describe your measure of free cash flow as “a non-GAAP measure for reporting cash flow” which you believe “provides investors with an important perspective on cash available for investments, acquisitions and working capital requirements,” and
that you reconcile the measure to another non-GAAP measure.

 There are several
disclosure requirements in Item 10(e) of Regulation S-K that apply when presenting non-GAAP measures in your periodic filings and similar requirements in Regulation G
that apply generally to public disclosures of information that include non- GAAP measures, such as earnings releases and investor presentations.

We believe that you should revise your disclosures of non-GAAP information to comply with Item
10(e)(1)(i)(A) and (B), and (1)(ii)(A) of Regulation S-K. For example, you are required to include a presentation, with equal or greater prominence, of the most directly comparable financial measure calculated
and presented in accordance with GAAP, along with a reconciliation from such comparable GAAP measure to your non-GAAP measure.

Given your characterization of the free cash flow measure as a liquidity measure, we believe that cash flow from operations would be the most
directly comparable GAAP measure. However, in presenting a non-GAAP liquidity measure, you may not exclude charges or liabilities that required, or will require, cash settlement, or that would have required
cash settlement absent an ability to settle in another manner.

 Please submit the revisions that you propose to address the guidance
referenced above.

 Response:

In consideration of the Staff’s comment, the Company reviewed its collective disclosures regarding liquidity and capital resources. As the
Staff noted in its comment, the Company previously considered non-GAAP free cash flow, defined as earnings before interest, taxes, depreciation and amortization less capital expenditures and dividends, to be
information that provided investors with a perspective on cash available for investments, acquisitions and working capital requirements.

 After further evaluation in light of the Staff’s comment, the Company has determined
that GAAP disclosures regarding the Company’s liquidity and capital resources, in the form provided in the Company’s recent periodic reports and without further enhancement through the inclusion of
non-GAAP free cash flow information, provide investors with sufficient information on the Company’s cash available for investments, acquisitions and working capital requirements. Therefore, the Company
advises the Staff that the Company intends to exclude non-GAAP free cash flow information from its future periodic reports, earnings releases and investor presentations.

If, in the future, the Company determines to include non-GAAP free cash flow information in its
disclosures, the Company advises the Staff that it intends to present such information in a manner that addresses the guidance referenced in the Staff’s comment and complies with the requirements of Regulation G and Item 10(e) of Regulation S-K, as applicable.

 Note 4—Revenue, page 40

5.
 Comment: We note that you identify two categories for revenue disaggregation along with two geographic
locations, and that your pumps and pump systems category represents 88% of revenues for 2022.

 However, in MD&A you
identify changes in revenues for ten product markets and in describing your business on pages 10-21 of your May 2023 investor presentation on your website, you similarly provide information that is oriented or
aligned with these markets.

 Please explain to us how you determined that presenting revenue details based on the market served would not
more clearly align with the objectives described in FASB ASC 606-10-55-89 and 90, if this is your view.

Response:

 The Company is
a leading designer, manufacturer and international marketer of pumps and pump systems for use in diverse liquid-handling applications and end markets as well as repair parts for our pumps and pump systems.

In determining the categories to use to disaggregate revenue for purposes of disclosure, the Company started with ASC 606-10-50-5, which requires an entity to disaggregate revenue from contracts with customers into categories that depict how the nature,
amount, timing, and uncertainty of revenue and cash flows are affected by economic factors. Achieving the objectives described in ASC
606-10-55-89 and 90 requires judgment, depends on various entity-specific and industry-specific factors and is not subject to a
single prescribed factor as the basis for disaggregation.

 In applying the disaggregation framework, the Company also considered the examples that
might be appropriate for disaggregation, as set forth in ASC 606-10-55-91, which include the following:

a) Type of good or service (for example, major product lines);

b) Geographical region (for example, country or region);

c) Market