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September 6, 2023
Geoffrey G. Gilmore
Chief Executive Officer
Worthington Steel, Inc.
100 Old Wilson Bridge Road
Columbus, OH 43085
Re:Worthington Steel, Inc.
Amendment No. 3 to Draft Registration Statement on Form 10-12B
Submitted August 25, 2023
CIK No. 0001968487
Dear Geoffrey G. Gilmore:
            We have reviewed your amended draft registration statement 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 this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Amendment No. 3 to Draft Registration Statement on Form 10-12B
Capitalization, page 42
1.Please address the following in the capitalization section:
•The introductory paragraph under this heading states the capitalization table sets forth
your cash and [cash] equivalents and capitalization as of May 31, 2023 on a pro
forma basis to give effect to the Transactions, as defined in "Summary Historical and
Pro Forma Combined Financial Data".  Please revise such that the introductory
paragraph briefly describes all transactions for which you are adjusting.
•Please double underline the cash and cash equivalents amounts to highlight that these
amounts are not included in total capitalization.

 FirstName LastNameGeoffrey G. Gilmore
 Comapany NameWorthington Steel, Inc.
 September 6, 2023 Page 2
 FirstName LastName
Geoffrey G. Gilmore
Worthington Steel, Inc.
September 6, 2023
Page 2
Unaudited Pro Forma Combined Statement of Earnings, page 46
2.In the Transaction Accounting Adjustments column, it appears the sub-totals for earnings
before income taxes and net earnings, and the total for net earnings attributable to
controlling interest do not add up correctly.  Please revise the disclosures as appropriate.
Notes to Unaudited Pro Forma Combined Financial Statements, page 47
3.Refer to Transaction Accounting Adjustment (a) which reflects the effects of your
anticipated post-separation capital structure, including $150.0 million cash distribution to
Parent, which is expected to be funded through $550.0 million senior secured revolving
credit facility, anticipated to be executed in connection with the separation.  Please
disclose if the separation transaction is conditional on the receipt of the debt proceeds.  If
not, disclose how you determined the receipt of the debt proceeds is probable such that
these adjustments are appropriately presented in the pro forma financial statements based
on the requirement of Rule 11-01(a)(8) of Regulations S-X.
            You may contact Stephany Yang at 202-551-3167 or Kevin Stertzel at 202-551-3723 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Jennifer Angelini at 202-551-3047 or Geoffrey Kruczek at 202-551-3641 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Cathy Birkeland