SecProbe.io

United States securities and exchange commission logo
May 16, 2024
Joseph Hayek
Vice President and Chief Financial Officer
Worthington Enterprises, Inc.
200 West Old Wilson Bridge Road
Columbus, OH 43085
Re:Worthington Enterprises, Inc.
Form 10-K for Fiscal Year Ended May 31, 2023
Form 10-Q for Fiscal Quarter Ended February 29, 2024
Response dated April 18, 2024
File No. 001-08399
Dear Joseph Hayek:
            We have reviewed your April 18, 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 March 1,
2024 letter.
Form 10-Q for Fiscal Quarter Ended February 29, 2024
Adjusted EBITDA, page 35
1.We note that you reconcile Adjusted EBITDA to net earnings from continuing operations
and understand from your response to prior comment 1 that you believe “net earnings
from continuing operations is the most comparable GAAP measure because it excludes
earnings from discontinued operations.” Please revise future filings to change the name of
your non-GAAP measure to “Adjusted EBITDA from continuing operations” to reflect its
content more accurately. This comment also applies to your non-GAAP disclosures on
page 31 and your Form 8-K filed March 20, 2024.
2.We refer to your adjustment to exclude corporate costs eliminated at separation. You
indicate that the adjustments reflect reductions in certain corporate overhead costs that no

 FirstName LastNameJoseph Hayek
 Comapany NameWorthington Enterprises, Inc.
 May 16, 2024 Page 2
 FirstName LastName
Joseph Hayek
Worthington Enterprises, Inc.
May 16, 2024
Page 2
longer exist post-separation, and which were included in continuing operations as they
represent general corporate overhead that was historically allocated to Worthington Steel
but did not meet the requirements to be presented as discontinued operations. Please tell
us why these corporate costs would not represent normal, recurring, cash operating
expenses necessary to operate your business, and why adjusting for such costs in your
non-GAAP measures would not be inconsistent with the guidance in Question 100.01 of
the Division of Corporation Finance Compliance & Disclosure Interpretations on Non-
GAAP Financial Measures. This comment also applies to your presentation of adjusted
net earnings from continuing operations in Form 8-K filed March 20, 2024.
Form 10-K for Fiscal Year Ended May 31, 2023
Consolidated Financial Statements
Note P - Segment Data, page 80
3.We refer to your response to prior comment 1 and the disclosures provided in Note O of
your Form 10-Q for the fiscal quarter ended February 29, 2024. We remind you that
reportable segment information presented in your footnote, to comply with ASC 280, is
excluded from the definition of a non-GAAP measure as provided in Item 10(e)(5) of
Regulation S-K. Given this, the requirement in the segment footnote to reconcile the total
of the reportable segments’ measure of profit and loss to consolidated income before
income taxes and discontinued operations is prescribed by GAAP, rather than non-GAAP
rules and guidance. In this regard, we reissue our prior comment 1. Please revise your
future annual and interim filings to comply the disclosure requirements of ASC 280-10-
50-30(b) and ASC 280-10-50-32(f).
            Please contact Dale Welcome at 202-551-3865 or Hugh West at 202-551-3872 if you
have questions regarding comments on the financial statements and related matters.
Sincerely,
Division of Corporation Finance
Office of Manufacturing