SEC Comment Letter 0000000000-24-000776 to ITT INC. (ITT) (CIK 0000216228) (ITT)
ITT INC. (ITT) (CIK 0000216228)
Date: Jan. 22, 2024 · CIK: 0000216228 · Accession: 0000000000-24-000776
AI Filing Summary & Sentiment
File numbers found in text: 001-05672
Letter
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 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.
FirstName LastNameEmmanuel Caprais Comapany NameITT Inc. January 22, 2024 Page 2 FirstName LastName Emmanuel Caprais ITT Inc. January 22, 2024 Page 2 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
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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.
FirstName LastNameEmmanuel Caprais
Comapany NameITT Inc.
January 22, 2024 Page 2
FirstName LastName
Emmanuel Caprais
ITT Inc.
January 22, 2024
Page 2
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