TEXT-EXTRACT 2 filename2.txt United States securities and exchange commission logo September 19, 2022 Brian A. Valentine Chief Financial Officer Andersons, Inc. 1947 Briarfield Boulevard Maumee, OH 43537 Re: Andersons, Inc. Form 10-K for the Fiscal Year Ended December 31, 2021 Form 8-K dated August 2, 2022 File No. 000-20557 Dear Mr. Valentine: We have limited our review of your filings to the financial statements and related disclosures and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to these comments 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 our comments apply to your facts and circumstances, please tell us why in your response. After reviewing your response to these comments, we may have additional comments. Form 10-K for the Fiscal Year Ended December 31, 2021 Management's Discussion and Analysis and Results of Operations, page 19 1. Your operating results comparison of 2021 with 2020 identifies multiple factors for material changes in revenues and expenses for each of your segments without quantifying the impact of each. Please quantify the change for each of the factors that you cite. Refer to Item 303(b) of Regulation S-K. Form 8-K dated August 2, 2022 Second Quarter Highlights 2. You present the pretax income attributable to the company and adjusted pretax income (loss) attributable to the company , non-GAAP measures, in the tabular disclosure under the Second Quarter Highlights without presenting their most directly comparable GAAP measure. Please revise your disclosure to ensure the presentation of the most directly Brian A. Valentine Andersons, Inc. September 19, 2022 Page 2 comparable GAAP measures with equal or greater prominence to your non-GAAP measures. Refer to Item 10(e)(1)(i)(A) of Regulation S-K and Question 102.10 of the Non-GAAP Financial Measures Compliance and Disclosure Interpretations. Second Quarter Segment Overview Renewables Generates Record Q2 Earnings of $45.9 million on Strong Margins; Co-Product Values and Merchandising Remain Strong 3. The Renewable segment reported pretax income attributable to the company appears to be a non-GAAP measure. Please revise your disclosure to discuss the most directly comparable GAAP measure with equal or greater prominence. Refer to Item 10(e)(1)(i)(A) of Regulation S-K and Question 102.10 of the Non-GAAP Financial Measures Compliance and Disclosure Interpretations. Adjusted Net Income Attributable to The Andersons, Inc. 4. Please expand your disclosure to clarify how you determined the income tax impact of adjustments in calculating the adjusted net income from continuing operations attributable to The Andersons, Inc. Refer to Question 102.11 of the Non-GAAP Financial Measures Compliance and Disclosure Interpretations. Trailing Twelve Months of EBITDA and Adjusted EBITDA 5. The EBITDA and adjusted EBITDA non-GAAP measures presented in this section appear FirstName LastNameBrian A. Valentine to be EBITDA from continuing operations and adjusted EBITDA from continuing Comapany NameAndersons, operations. Inc.the titles to better describe the nature of these non-GAAP Please revise measures. September 19, 2022 Page 2 FirstName LastName Brian A. Valentine FirstName Andersons,LastNameBrian A. Valentine Inc. Comapany 19, September NameAndersons, 2022 Inc. September Page 3 19, 2022 Page 3 FirstName LastName Cash from Operations Before Working Capital Changes 6. Please disclose your purpose for presenting the adjustment for changes in CARES Act tax refund receivable in the cash from operations before working capital changes reconciliation. Please also disclose the most directly comparable GAAP measure with equal or greater prominence wherever the cash from operations before working capital changes is disclosed. Refer to Item 10(e)(1)(i)(A) of Regulation S-K and Question 102.10 of the Non-GAAP Financial Measures Compliance and Disclosure Interpretations. 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. You may contact Nasreen Mohammed at 202-551-3773 or Suying Li at 202-551-3335 with any questions. Sincerely, Division of Corporation Finance Office of Trade & Services