Segment reporting

We respectfully acknowledge the Staff’s comment. The Company acknowledges that its segment footnote refers to Operating Income (Loss) as a metric shared with its Chief Operating Decision Maker (“ CODM ”). The Company currently has one reportable segment, which is its Retail business. The Retail segment comprises the Company’s Bed Bath & Beyond operating segment and Overstock.com operating segment, which are aggregated into a single reportable segment due to their similar economic characteristics and business activities. The Bed Bath & Beyond operating segment includes results from its buybuy BABY brand, and formerly also included the Zulily brand, which was sold in the first quarter of 2025, neither of which are material to the Company’s business. The Retail segment derives revenue primarily from e-commerce sales of home furnishing merchandise through the Company’s suite of websites and…

The Company acknowledges the staff’s comment and has made corresponding revisions on page F-85. General

As mentioned in the Staff’s comment, the Company has three reportable segments: Flow, Water Solutions, and Pool. We will revise our Note 14 (our “Segment Information” footnote), in future filings, beginning with the quarter ending June 30, 2024, to change the “Other” category to “Corporate and other,” clearly state that the “Corporate and other” category does not represent a reportable segment, and exclude “Corporate and other” amounts from our reportable segment totals. Additionally, we will revise our Segment Information footnote in future filings such that the reconciliation of the total reportable segment measure of profit or loss begins with the total reportable segment income, exclusive of “Corporate and other,” in accordance with ASC 280-10-50-15. For the Staff’s reference, we have included as Appendix A an example of the updated disclosure to show changes against the disclosure…

The Company acknowledges the Staff's comment and respectfully advises the Staff that in any applicable future disclosures, the Company will disclose in greater detail the types of corporate operating expenses that are allocated to operating segments and will disclose in greater detail with quantification for each period presented the types of corporate operating expenses not allocated to operating segments. Additionally, the Company will revise the corporate expense and other unallocated charges line item to separately present material reconciling items consistent with ASC 280-10-50-29 through 50-33 in future filings with the Commission. The Company anticipates it will include the following enhancements (with additions in bold and deletions in strikethrough text) in future filings, beginning with disclosure in the Company’s Form 10-Q for the quarter ending June 30, 2024. The Company…

We respectfully acknowledge the Staff’s comment and will remove the disclosure regarding total segment operating income from our periodic filings going forward beginning with the Company’s Form 10-Q for the fiscal quarter ended June 30, 2024.

We respectfully acknowledge the Staff’s comment and will revise the disclosure in our subsequent periodic filings to include a discussion and analysis of each segment’s operating income (loss) beginning with the Company’s Form 10-Q for the fiscal quarter ended June 30, 2024. An example, for illustrative purposes only, of our proposed revised disclosure based on the Form 10-K is as follows: Operating Income. Operating income increased by $4.8 million, or approximately 1060%, to $5.3 million in 2023 from $0.5 million in 2022. Subsea Products operating income decreased marginally by approximately $0.4 million, which was primarily driven by a gain on the sale of our Houston forge facility in 2022, which was mostly offset by a favorable product mix, shifting in some regions from an in-house manufacturing model to a vendor outsourced model resulting in improved profitability, and…

We respectfully acknowledge the Staff’s comment and advise the Staff that we will remove segment operating income (loss) and only include total operating income (loss) which will directly reconcile to consolidated income (loss) in our subsequent periodic filings beginning with the Company’s Form 10-Q for the second quarter ending on June 30, 2024. Please direct any questions concerning this letter to the undersigned at (346) 718-6888 or gspedale@gibsondunn.com. Very truly yours, /s/ Gerald M. Spedale Gerald M. Spedale GIBSON, DUNN & CRUTCHER LLP cc: James C. Webster, Vice President, General Counsel and Secretary U.S. Securities and Exchange Commission June 25, 2024 Page 8 EXHIBIT A 6. Revenue Recognition Revenues from contracts with customers consisted of the following: Twelve Months Ended December 31, 2023 2022 2021 (In thousands) Revenues: Products: Subsea products $ 198,321 $ 194,237…

We respectfully note the Staff’s comment. In presenting segment operating profit, adjusted segment operating profit, adjusted EBITDA and adjusted EBITDA by segment, we noted that none of our adjustments from GAAP to arrive at these non-GAAP measures were expressly prohibited by Regulation G or Item 10(e) of Regulation S-K. While we acknowledge that some of the adjustments from GAAP to arrive at these non-GAAP measures include certain cash operating expenses, the adjustments are not for normal, recurring, cash operating expenses necessary to operate our business. These non-GAAP measures provide additional information about the Company’s operations, allowing for better evaluation of our underlying business performance and better period-to-period comparability. Further, as per Question 102.03 of the SEC’s Non-GAAP Compliance and Disclosure Interpretations, we do not describe such excluded…

As disclosed in Note 17 to the Company’s consolidated financial statements included in the 10-K, “Intersegment sales have been recorded using principles consistent with ASC 606, Revenue from Contracts with Customers .” Note 17 also disclosed that the Company identified and corrected certain intersegment sales that were not recorded at amounts approximating market. Under ASC 606, entities are required to allocate the transaction price to each performance obligation on a relative standalone selling price basis. ASC 606-10-32-32 provides that the “standalone selling price is the price at which an entity would sell a promised good or service separately to a customer.” ASC 606-10-32-32 to -34 acknowledge that while the observable price of a good or service is the “best evidence of a standalone selling price,” a standalone selling price is not always readily observable. Where a standalone…

The Company acknowledges the Staff’s comments and will modify future filings as necessary in accordance with this comment. We trust that this letter responds adequately to the Staff’s concerns. If we can facilitate the Staff’s review of this response, or if the Staff has any questions on any of the information set forth herein, please do not hesitate to contact me at 217/451-3144 or Molly.StraderFruit@adm.com. Sincerely, /s/ Molly Strader Fruit Molly Strader Fruit Vice President Corporate Controller

The Company acknowledges the Staff’s comment and, in future applicable filings, will expand its presentation of segment information to include a comprehensive discussion of the operations of the Company on a consolidated basis in accordance with the Commission’s MD&A rules and guidance, including SEC Release 33-8350. In this regard, the Company noted in its Form 10-K that Electric Operations did not have a comparable period as the Merom acquisition closed in October 2022. With respect to key segment performance measures, the Company respectfully notes that we included (page 66 of the Form 10-K) a description of indicators such as operating revenues, income (loss) from operations, depreciation, depletion, amortization, assets, and capex. In the “Presentation of Segment Information” subsection, the Company only includes the subtotal of income (loss) from operations for each reportable…

The Company acknowledges the Staff’s comment regarding the “All Mines” table in our “Management’s Discussion and Analysis of Financial Condition and Results of Operations” on page 41 of the Form 10-K. Going forward, beginning with the Company’s Form 10-Q for the period ended June 30, 2024, the Company will (i) present Coal Operations operating revenues that agrees to the Segments of the Business Footnote, and (ii) present Coal Operations operating expenses in the Segments of the Business Footnote. In addition, we will exclude coal segment margin, segment total electric sales less amortization of contract liability and electric segment operating expenses less fixed costs and amortization of contract asset. The “All Mines” table will include income (loss) from operations which will represent Coal Operations operating revenues less Coal Operations operating expenses, both as presented in…

The Corporation respectfully acknowledges the Staff’s comment and advises the Staff that it does not believe the exclusion of lower of cost or market inventory valuation adjustments from its non-GAAP measures of Adjusted EBITDA, Refinery gross margin and Net operating margin per produced barrel sold and Renewables gross margin and Net operating margin per produced gallon sold represent individually tailored recognition and measurement methods substituted for those of GAAP. The lower of cost or market inventory valuation adjustments are recognized and measured in accordance with GAAP, and appear on the Corporation’s income statements as a separate line item component of the Corporation’s operating costs and expenses (similar to depreciation and amortization). See, for example, the Corporation’s Consolidated Statements of Income appearing on page 85 of the Form 10-K. The Corporation’s…

With respect to the Staff’s comment regarding the presentation of Central and Other, we advise the Staff that because our internal management reporting, and the way our chief operating decision maker (CODM) regularly reviews the results of our business in order to make decisions about allocating resources and assessing performance, separately includes the results of Sunrise, Telenet, VM Ireland, Central and Other, the VMO2 JV and the VodafoneZiggo JV, our reportable segments must reflect the same presentation. These reportable segments each have discrete financial information and either exceed the required quantitative thresholds or provide information we believe is separately useful to our investors. Our internal management reporting also separately reports the results of our Slovakian business, however due to its immateriality (less than 0.75% of each of revenue and Adjusted EBITDA)…

We respectfully advise the Staff that in future filings we will disclose in Note 2, “Revenue Recognition”, an additional disaggregation of the Company’s revenues by reportable segment using the following distribution channels: Retail, Foodservice, Export and Other. These distribution channels are consistent with our disclosures in Note 20, “Reportable Segments”. Note 21. Commitments and Contingencies Litigation, page 86

The Company respectfully acknowledges the Staff’s comment and will remove disclosures referencing total segment operating income from its future periodic filings and Form 8-K earnings releases beginning with the Form 10-Q and Form 8-K earnings release for the period ending June 30, 2024 to conform with Item 10(e)(1)(i)(B) of Regulation S-K and Questions 100.01 and 104.04. Please see the revised presentation set forth in Appendix 1 to this letter. Please do not hesitate to contact me at (602) 207-1051 or eingersoll@viad.com with any questions you may have with respect to the foregoing. Sincerely, /s/ Ellen Ingersoll Ellen Ingersoll Chief Financial Officer cc: Jonathan Massimino, Viad Corp Deloitte & Touche LLP, Tempe, Arizona The Audit Committee of the Board of Directors of Viad Corp Appendix 1 to the letter dated May 20, 2024 Item 7. Management’s Discussion and Analysis of Financial…

The Company respectfully acknowledges the Staff’s comment. To clarify, “Other” (as historically presented) consists of the Company’s head office functions, eliminations and two operating segments: FOX Studio Lot and Credible Labs. The Company in total has four operating segments: Cable Network Programming, Television, Credible Labs and FOX Studio Lot. The operating segments that are not separately reported (FOX Studio Lot and Credible Labs) do not meet the quantitative threshold of 10% outlined in ASC 280-10-50-12, either individually or in the aggregate. These two operating segments are not reportable segments, and the Company has historically combined information about these operating segments, head office functions and eliminations and reported these combined activities as “Other”. In all future filings, beginning with the Company’s Annual Report on Form 10-K for the year ending June…

The Company respectfully acknowledges the Staff’s comment. 5 When financial information is provided to the CODM and the Board, it is provided at a consolidated Company and operating segment level. This financial information may be further broken down by certain business units and/or business components, with clearly delineated subtotals for the operating segments, to provide additional context to the consolidated Company and operating segment results. The focus of the presentations is on the consolidated Company and Cable Network Programming and Television operating segments. Annual Budget For the annual budget, as further detailed in Response No. 2 above, the Board receives specific business component financial information to contextualize the budget. Not all business components comprising the FOX Sports, FOX Entertainment and Tubi Media Group business units are included in the budget.…

In order to clarify the structure of the Company’s discussions within Revenue (the consolidated discussion) and Segment Profit (the reportable segment discussion) in the Company’s Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”), the Company will include the following introduction in future filings: Our discussion within Revenue provides the details of consolidated revenue by segment and significant products. In this section, we describe overall changes in revenue in our segments and significant products within each segment and increases or decreases in revenue from the prior period. We also provide insight into how changes in price and volume in each significant product impacted product revenue. Our Segment Profit is a discussion of profitability within each segment of the business. It is impacted by segment revenues as well as segment cost…

The Company respectfully acknowledges the Staff’s comment and notes that in future periods the Company will enhance its segment footnote disclosures to include a buildup of consolidated adjusted EBITDA by reportable segment and will reconcile the consolidated total to consolidated net earnings before income taxes and discontinued operations, in accordance with ASC 280. If you have any questions or comments regarding this response, please call the undersigned at 614-840-3355. Thank you very much for your attention to this matter. Very truly yours, /s/ Patrick J. Kennedy Patrick J. Kennedy, Vice President - General Counsel and Secretary

We have reinserted disclosure to address the first portion of the Staff’s comments. Respectfully, at this time the Company has no intentions of offering a different rate. Accordingly, we believe it could be misleading to provide examples illustrating any other rate than currently disclosed. Should the Company determine to change the rate in the future, the prospectus will be supplemented accordingly, and relevant examples will be provided. 33. a. Per previous comment #47 in the March 1 letter, please add disclosure on how the Company will notify investors that a segment is about to mature.

Respectfully, we believe the bolded sentence towards the end of the paragraph provides disclosure that Segment Maturity Value will be reallocated to a new Segment of the same Indexed Account if reallocation instructions are not provided.

Revisions have been made to address the Staff’s comment.

We acknowledge the Staff's comment and advise the Staff that, as part of our regular disclosure controls, we internally quantify the impact of the factors contributing to the changes in our sales and adjusted EBITDA by segment. In order to provide investors with sufficient analysis to understand our segment results of operations, our practice has been to (1) disclose key factors that qualitatively explain the majority of the changes and (2) list key factors in descending order of magnitude. In consideration of the Staff’s comment, we will enhance our disclosures in future filings beginning with our Quarterly Report on Form 10-Q for the quarterly period ending June 30, 2024. In paragraph format, we will more clearly explain each type of underlying factor as it affects each segment and quantify material underlying factors when there is more than one reason (or offsetting reasons) for the…

We acknowledge the Staff’s comment related to "Corporate, eliminations and other" including revenue and expenses from other business activities and operating segments that are not reportable. We advise the Staff that each quarter we review ASC 280 to determine our operating and reportable segments. Utilizing the management approach to perform an analysis of the detailed qualitative and quantitative criteria, as of January 1, 2024, we determined our operating segments to be Sealing Systems, Fluid Handling Systems, and Industrial and Specialty Group ("ISG"). After identifying our operating segments, we assessed which of our operating segments required separate disclosure by considering the guidance in ASC 280-10-50-10. None of the quantitative thresholds outlined in ASC 280-10-50-12 were met for ISG, and we do not believe the information about this segment is material or would be useful…

The Company will revise its disclosures in future filings, including in its Form 8-K earnings release, to clarify that the Company views total business segment operating profit (loss) as a non-GAAP financial measure. The Company will continue to disclose total business segment profit (loss) as a non-GAAP financial measure in compliance with Item 10(e) of Regulation S-K and the Non-GAAP C&DIs. Please see below for ease of reference, our proposed disclosure in bolded text for the additional disclosure presentation changes. Total business segment operating profit (loss) is a non-GAAP measure. The most directly comparable GAAP measure is net earnings from continuing operations. Total business segment operating profit (losses) is defined as earnings (loss) from continuing operations before income taxes and equity earnings, but including the impact of less than wholly owned subsidiaries, and…

We acknowledge the Staff’s comment regarding our presentation of the net earnings associated with our interest in Sisecam Wyoming LLC. We intend to present equity in earnings of Sisecam Wyoming as a separate line caption in our segment information disclosures in future filings and earnings releases as follows: The following table summarizes certain financial information for each of the Partnership's business segments: Operating Segments Corporate and (In thousands) Mineral Rights Soda Ash Financing Total For the Year Ended December 31, 2023 Revenues $ 293,656 $ — $ — $ 293,656 Equity in earnings of Sisecam Wyoming — 73,397 — 73,397 Gain on asset sales and disposals 2,956 — — 2,956 Operating and maintenance expenses 32,058 257 — 32,315 Depreciation, depletion and amortization 18,471 — 18 18,489 General and administrative expenses — — 26,111 26,111 Asset impairments 556 — — 556 Other…

We perform our annual goodwill impairment test as of April 1 each year. On April 1, 2023, we performed a qualitative test. The qualitative test was partly informed by quantitative valuations of each of our reporting units performed as of January 1, 2023, in connection with a reorganization of our Defense, Space & Security (“BDS”) reporting units. As of both dates, we determined the fair value of each of our reporting units substantially exceeded their respective carrying values. Our January 1, 2023, quantitative valuations estimated the fair value of each of our reporting units using discounted cash flows and market-based valuation methodologies (such as comparable public company trading values, where appropriate). Significant assumptions used in the valuations included our forecasts of future cash flows, discount rates derived from our market capitalization, and an estimated control…

In the first quarter of 2023, the Company realigned its reportable segments in connection with a realignment of the Company’s internal organization and management structure. In connection with the segment realignment, the Company also performed an evaluation of its existing reporting units. As part of this evaluation, we referred to ASC 350-20-35-35, which requires that two or more components of an operating segment that have similar economic characteristics be aggregated into a single reporting unit. Specifically, the Company analyzed the aggregation criteria under ASC 280-10-50-11 (as referenced in ASC 350-20-35-35) to determine if two or more reporting units could be aggregated into one reporting unit. Based on the evaluation, the Company determined it could aggregate two of its previously identified reporting units into one reporting unit with the other two reporting units remaining…

We respectfully acknowledge the Staff’s comment. We will revise our segment presentation to provide a total for our reportable segments’ measure of profit or loss that excludes the “Corporate and Other” category from such total and will also reconcile such total to income before income taxes in our future filings, beginning with our Form 10-Q for the second quarter ending on June 30, 2024. An example of our proposed revised disclosure, based on the Prior 10-K is as follows: The Company has revised its presentation for the prior periods below to remove the presentation of Corporate and Other in conjunction with the reportable segment results and reconcile the total of our reportable segments’ measure of profit or loss to income before income taxes whereby Corporate and Other costs, net of eliminations, have been removed from total reportable segments’ Segment Operating Adjusted EBITDA…

We respectfully acknowledge the Staff’s comment and will remove all references to Segment Operating Adjusted EBITDA as being a non-GAAP financial measure as well as delete the reconciliation of the Company total Segment Operating Adjusted EBITDA in future filings, beginning with our Form 10-Q for the second quarter ending on June 30, 2024. * * * * * If you have any questions or comments regarding these responses or require any additional information, please do not hesitate to contact me at hjonker@astecindustries.com or (423) 553-5930. Very truly yours, /s/ Heinrich H. Jonker Heinrich H. Jonker Interim Chief Financial Officer

The prospectus has been revised accordingly.

The prospectus has been revised accordingly.

The Company respectfully acknowledges the Staff’s comment. The Company advises the Staff that in future Form 10-Q and Form 10-K filings where the Company describes two or more factors, including offsetting factors, that contributed to a material change in segment operating margins between periods in our results of operations, the Company will quantify, where possible, the extent to which each change contributed to the overall change in that segment margin. The Company will refrain from using relative terms where specific quantitative impacts are known and material. Set forth below is an illustrative example of the disclosure enhancements to the Company’s Management’s Discussion and Analysis in the Company’s Form 10-K for the fiscal year ended December 31, 2023, separately addressing and quantifying each factor identified on pages 83 and 84 that has a material impact to the respective…

In response to the Staff’s comments, in future filings the Company will revise its disclosures within Management’s Discussion and Analysis of Financial Condition and Results of Operations consistent with the response to Comment 1 above, which includes the revised disclosure discussing cost of revenue. Notes to Consolidated Financial Statements Note 16. Other Financial Information, page 88

Determination of operating segments The Company regularly assesses its segment presentation based on the criteria outlined in ASC 280-10 and is primarily organized in a geographical operating and reporting structure. The Company has identified seven operating segments that aggregate to three reportable segments consistent with the principles of ASC 280, as illustrated below. Reportable Segments Operating Segments Americas Design and Consulting Services Americas (“DCSA”) Construction Management (“CM”) International Europe & India (“E&I”) Middle East and Africa (“MEA”) Asia Australia & New Zealand (“ANZ”) ACAP AECOM Capital (“ACAP”) 9 Confidential Treatment Requested by AECOM A00009 FOIA Confidential Treatment Requested by AECOM Pursuant to 17 C.F.R. §200.83 AECOM 13355 Noel Road Dallas, TX 7240 www.aecom.com 972.788.1000 tel Consistent with ASC 280-10-50-1, each of these operating…

The Company acknowledges the Staff’s comment and advises the Staff that customer cost recoveries represent reimbursements the Company receives from customers for incremental costs associated with spot purchases of raw materials and premium freight incurred in fulfilling its performance obligation to the customer. Given these cost recoveries are generally negotiated after contract inception, the Company accounts for these cost recoveries as a modification to the existing contract. The Company recognizes cost recoveries as revenue when (or as) the remaining performance obligations per the contract are satisfied, or on the modification date if all performance obligations under the contract have been previously satisfied. In future filings, the Company will include additional disclosure in its revenue recognition policy regarding customer cost recoveries. Critical Accounting Policies and…

The prospectus has been revised accordingly.

We acknowledge the Staff’s comments and where concentrations of revenue are disclosed in accordance with ASC 280-10-50-42, we will include revised disclosures, beginning with our Form 10-K for the year ended September 30, 2024, to identify the segments reporting the related revenues. 16. Income Taxes, page 87

The Company respectfully submits that it consists of one operating segment based on the guidance in ASC 280 and management’s approach to making key operating decisions and assessing performance, which are based primarily on consolidated revenue and profitability metrics. In response to the Staff’s comment and to further clarify the determination of our reportable segment conclusion to readers of our consolidated financial statements, the Company respectfully submits that in its future Form 10-K and 10-Q filings with the Commission, it will explicitly state that the operating segment and reportable segment are the same. Match Group operates under a portfolio approach which offers various social connection apps with very similar offerings which feature a profile set up, discovery of matches, post-match experience, and paid subscription and à la carte features. While some of our apps…

In light of our ongoing efforts to align with the Financial Accounting Standards Board’s Accounting Standards Codification (ASC) 280, Segment Reporting, and after thorough review of our company’s operational structure and management processes, we continue to determine that our operations constitute a single operating segment. This determination is based on the integrated nature of our ecosystem in the fintech space, and the centralized decision-making process led by our Chief Operating Decision Maker (“CODM”), who is our Chief Executive Officer. The rationale behind considering our entire operation as one business segment for reporting purposes under ASC 280 is as follows: 1. Centralized Decision-Making: All strategic and resource allocation decisions are made by our CODM across all subsidiaries and entities within the company. This centralized approach to decision-making ensures that…

With respect to the first bullet point above, our valuation business revenue is included in our consulting revenue and our game website revenue is reported separately. Specifically, our game website revenue amounted to $1,192 in fiscal 2023 and $1,155 in fiscal 2022. It is not a material component of our operations, and we described it as other revenue when breaking out the components of revenue on page 32 of Form 10-K. It was not significant enough to disclose on page 6 of Form 10-K, where we discussed the components of our business. We mentioned the game website because it is a subscription-based business that requires users to pay in advance. Consequently, on each balance sheet, there has been deferred revenue from the game website, which amounted to $661 as on April 30, 2023. We consider the valuation business a consulting activity and we include its revenues with consulting…

We understand the Staff’s comment and acknowledge the guidance in Question 100.01 of the Division of Corporation Finance’s C&DIs on Non-GAAP Financial Measures regarding the treatment of corporate income (expense) as a normal recurring operating cost necessary to operate our business. We will eliminate Segment operating income from our future filings and disclosures, including in earnings releases filed under Form 8-K. In addition, we will revise our related MD&A disclosures in future annual and quarterly filings to disclose and discuss the reasons for changes in operating cost and expense line items included in our statements of operations. Consolidated Financial Statements 20. Segments, page 76

We understand the Staff’s comment and acknowledge the requirements of ASC 280-10-50-27 and 280-10-50-28 with regard to the disclosure of the measure of segment profitability used by the Company’s chief operating decision maker (“CODM”) for purposes of making decisions about allocating resources to our segments and to assess performance. We confirm that Adjusted EBITDAP is used by our CODM as the primary segment profitability measure in assessing ongoing operating performance. As disclosed on page 26 of our annual report on Form 10-K for the year ended March 31, 2023, the isolation of noncash charges, such as depreciation and amortization, and nonoperating items, such as interest, income taxes, pension and other postretirement benefits, provides additional information about our cost structure and, over time, reflects and helps us track our operating progress. In making the determination…

The Company respectfully advises the Staff that it performs an indefinite-lived asset impairment test annually and more frequently if events or changes in circumstances indicate that it is more likely than not that the asset is impaired. In accordance with ASC 350, we may first perform a qualitative assessment to determine whether it is necessary to perform a quantitative impairment test. If an entity elects to perform a qualitative assessment, it first shall assess qualitative factors to determine whether it is more likely than not (that is, a likelihood of more than 50 percent) that an indefinite-lived intangible asset is impaired. One procedure we perform during interim periods to determine whether indicators of impairment are present includes a comparison of net sales used in the most recent quantitative impairment tests to forecasted net sales for the same fiscal year (or balance…

The Company notes the Staff’s comment and has considered the requirements of Item 10(e) of Regulation S-K as it relates to the reconciliation of non-GAAP financial measures on page 15 of the Company’s Earnings Release included as Exhibit 99.1 to the Form 8-K (the “Earnings Release”). We included this disclosure to provide investors with additional information related to adjustments made in each operating segment to calculate Segment Adjusted EBITDA, which is the metric our Chief Executive Officer (who is our chief operating decision maker (CODM)), uses to assess operating performance and make resource allocation decisions at the segment level. In doing so, we acknowledge we presented a non-GAAP metric, “segment income from operations,” and did not identify this metric as a non-GAAP financial measure. In future earnings releases, the Company will remove the tables on page 15 in their…

The Company notes the Staff’s comment and has considered the requirements of ASC 280, Item 10(e) of Regulation S-K and Question 104.04 of the Compliance and Disclosure Interpretations (C&DI) as it relates to Note 12, Segments, appearing in the Form 10-Q. The CODM uses Segment Adjusted EBITDA to assess operating performance and make resource allocation decisions at the segment level. In Note 12, a reconciliation was prepared in accordance with ASC 280-50-30 to reconcile Adjusted EBITDA to net income, the most directly comparable GAAP metric. As part of this reconciliation, we presented a subtotal line “income (loss) from operations including equity method investment earnings,” which was included to make it easier for investors to view and use the information presented. In doing so, we acknowledge that we presented a non-GAAP metric without identifying it as a non-GAAP financial measure.…

The Company notes the Staff’s comment and has considered the requirements of ASC 606-10-50-5, specifically the reporting requirements regarding disaggregation of revenue. This guidance 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. Entities also should consider how information about the entity’s revenue has been presented for other purposes, including disclosures presented outside the financial statements, information regularly reviewed by the CODM for evaluating performance of operating segments, and other information used by the entity to evaluate performance or make resource decisions. In accordance with the guidance provided in ASC 606-10-55-91, examples of disaggregated categories could include type of goods or service,…

We acknowledge the Staff’s comment and have updated our presentation to remove the measure “Contribution to Profit” in our Form 10-Q beginning with the quarterly period ended January 31, 2024, filed on March 8, 2024, and will also update future filings . Included below in the response to comment 2 we have presented this change. As disclosed in our Form 10-K for the year ended April 30, 2023, in Note 20 - Segment Information, the performance metric used by our chief operating decision maker to evaluate performance of our reportable segments is referred to as “Adjusted Contribution to Profit.” The sum of our reportable segments and Corporate expense category “Adjusted Contribution to Profit” equals our total company non-GAAP “Adjusted Operating Income.” We reconcile total company GAAP operating income to total company non-GAAP “Adjusted Operating Income” in Management's Discussion and…

We acknowledge the Staff’s comment and as noted in our response to comment 1, in our Form 10-Q for the quarterly period ended January 31, 2024, filed on March 8, 2024, we have updated our presentation to remove the measure “Contribution to Profit.” We will also update our presentation in future filings. The presentation includes a reconciliation of our GAAP segment measure of profit or loss referred to as “Adjusted Contribution to Profit” to non-GAAP “Adjusted EBITDA” for each segment. The individual “Adjusted EBITDA” amounts by segment need to be summed with our Corporate expense category and then reduced by the “Adjusted EBITDA” amounts for the Held for Sale or Sold segment in order to reconcile to total consolidated “Adjusted EBITDA.” We have updated our presentation in our Form 10-Q beginning with the quarterly period ended January 31, 2024, filed on March 8, 2024, to include a…

The Company respectfully acknowledges the Staff’s comment and advises that it has not been required to include the recast annual financial statements (or corresponding updates to the Business and MD&A disclosures) in the Form S-3ASR (No. 333-252191) (the “ Registration Statement ”) because (1) the Registration Statement was filed with the Commission and effective prior to the time that the Company effected the change in segment reporting, and (2) the Company has not made any offers or sales under the Registration Statement since effecting the change in reportable segments. U.S. Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing March 14, 2024 Page 2 The Company originally filed the Registration Statement on January 19, 2021 to register a class of debt securities, and after such filing, the Company completed an underwritten shelf take-down for the…

The Company respectfully acknowledges the Staff’s comment. The Company currently operates several businesses, including Fox News Media, Fox Sports, Fox Entertainment, Fox Television Stations, and Tubi Media Group. We operate in three reportable segments: Cable Network Programming, Television and Other. Our business units align with the Company’s reportable segments as follows: • FOX News Media – Cable Network Programming • FOX Sports – Cable Network Programming and Television • FOX Entertainment – Television • FOX Television Stations – Television • Tubi Media Group – Television Functional leadership of affiliate fee and advertising revenues, which represent approximately 90 percent of the Company’s total revenue, are the responsibility of the Company’s Chief Operating Officer and its President of Advertising Sales, Marketing and Brand Partnerships. The Company’s assessment of its…

In response to the Staff’s comment, the Company has revised the disclosure on pages 92 and 95. The Company advises the Staff that it has provided a description of why the Vista Outdoor Board determined to pursue a sale of the Sporting Products Business to CSG rather than the Spin-Off in the “The Transaction—Recommendation of the Vista Outdoor Board; The Vista Outdoor Board’s Reasons for the Transaction” section since such section contains a detailed discussion of the information and factors considered by the Vista Outdoor Board in determining to recommend that Vista Outdoor stockholders vote in favor of the Merger Proposal. In addition, the Company has added a cross-reference in the “The Transaction—Background of the Transaction” section to such revised disclosure. The Company advises the Staff that it has not incorporated the language from the “Project Ram All Employee Memo” referenced…

Revisions have been made to address the Staff’s comments.

The Company acknowledges the Staff’s comment and respectfully advises the Staff that in response to the Staff’s comment, the Company has revised the disclosure on page 115 of the 2023 10-K to reflect the information requested by the Staff as set forth below (with additions since the 2022 10-K shown as bold, underlined text and deletions shown as strikethrough text): “ We operate and report financial information in one operating segment. Operating segments are defined as components of an enterprise for which separate financial information is evaluated regularly by the chief operating decision maker (“CODM”) in deciding how to allocate resources and assess performance. We operate and report financial information in one operating segment as our CODM only reviews consolidated financial information to allocate resources and assess performance. Substantially A all of our revenues and…

The Company acknowledges the Staff’s comment. The Company has undertaken a comprehensive review of non-GAAP measures presented, including those non-GAAP measures mentioned in the Staff’s comment, and will in future filings include all non-GAAP measures in its definition of non-GAAP measures and more prominently present the most directly comparable financial measure or measures calculated and presented in accordance with US GAAP in future earnings releases, and Forms 10- Ks and 10-Qs, as applicable. The following is illustrative of the Company’s proposed revised presentation and discussion of its free cash flow, net debt and financial leverage ratio based on page 2 of the Company’s second quarter fiscal 2024 earnings release (underscored language indicates new disclosure and deletions are indicated in strike-through). During Q2, Coty's cash flow from operating activities was $421.9…

The Company has revised the disclosure on pages 6 and F-22 of Amendment No. 2 in response to the Staff’s comment. Financial Statements Report of Independent Registered Public Accounting Firm, page F-2

The disclosure on Vaso’s Critical Accounting Policies in regard to “Goodwill and Intangible Assets” has been revised in Amendment No. 1 to address the above points in you comment. Description of Vaso’s, Achari’s, and the Company’s Securities Description of Achari’s Securities Prior to the Business Combination, page 181 38. Staff’s

The Company respectfully acknowledges the Staff’s comment and confirms that, in any future applicable disclosures, the Company will present GAAP segment operating margin and GAAP segment operating income with equal or greater prominence than the Non-GAAP financial measures related to its Retail and Wholesale reportable segments of Non-GAAP Adjusted Operating Margin and Non-GAAP Adjusted Operating Income, respectively. Specifically, the Company intends to revise the “Key Results” table that it has included in recent earnings releases to include separate entries for the Retail Segment and the Wholesale Segment. In those separate entries, the Company will include each of the Non-GAAP measures that it will include in the later narrative discussion of segment performance, as well as the most directly comparable GAAP measure. An illustrative example of the revised “Key Results” table is…