United States securities and exchange commission logo
June 18, 2024
Mary Dean Hall
Executive Vice President and Chief Financial Officer
Ingevity Corp
4920 O'Hear Avenue Suite 400
North Charleston, SC 29405
Re: Ingevity Corp
Form 10-K for the
Fiscal Year Ended December 31, 2023
Response dated May
6, 2024
File No. 001-37586
Dear Mary Dean Hall:
We have reviewed your May 6, 2024 response to our comment letter
and have the
following comment.
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 April 23, 2024
letter.
Form 10-K for the Fiscal Year Ended December 31, 2023
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Reconciliation of Net Income to Adjusted EBITDA, page 37
1. We reference your
response to prior comment 5. It appears the non-
GAAP adjustment related
to the $19.7 million of inventory charges represent normal
operating expenses
necessary to operate your business and are not consistent with the
guidance in Question
100.01 of the Division of Corporation Finance's Compliance
& Disclosure
Interpretations on Non-GAAP Financial Measures. Please revise future
filings to no longer
exclude these adjustments from any non-GAAP performance measure.
Mary Dean Hall
Ingevity Corp
June 18, 2024
Page 2
Please contact Kristin Lochhead at 202-551-3664 or Li Xiao at
202-551-4391 if you have
questions regarding comments on the financial statements and related matters.
Sincerely,
FirstName LastNameMary Dean Hall
Division of
Corporation Finance
Comapany NameIngevity Corp
Office of Industrial
Applications and
June 18, 2024 Page 2 Services
FirstName LastName