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Correspondence 0001193125-25-060042 from Worthington Steel, Inc. (WS)

Worthington Steel, Inc.
Date: March 21, 2025 · CIK: 0001968487 · Accession: 0001193125-25-060042

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File numbers found in text: 001-41830

Referenced dates: March 8, 2025

Date
March 21, 2025
Author
/s/ Cathy A. Birkeland
Form
CORRESP
Company
Worthington Steel, Inc.

Letter

330 North Wabash Avenue

Suite 2800

Chicago, Illinois 60611

Tel: +1.312.876.7700 Fax: +1.312.993.9767

www.lw.com

FIRM / AFFILIATE OFFICES

Austin

Milan

Beijing

Munich

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Orange County

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Paris

March 21, 2025

Chicago

Riyadh

Dubai

San Diego

Düsseldorf

San Francisco

Frankfurt

Seoul

Hamburg

Silicon Valley

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VIA EDGAR

London

Tokyo

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Washington, D.C.

Madrid

U.S. Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549-4628 Attention: Heather Clark and Melissa Gilmore

Re: Worthington Steel, Inc. Form 10-K for the Fiscal Year Ended May 31, 2024 Filed August 2, 2024 File No. 001-41830 To the addressees set forth above: On behalf of our client, Worthington Steel, Inc. (the “Company”), set forth below is the Company’s response to the comment of the Staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission in its letter dated March 8, 2025 relating to the Form 10-K filed by the Company on August 2, 2024. Form 10-K for the Fiscal Year Ended May 31, 2024 Notes to Consolidated and Combined Financial Statements Note A—Description of Business, The Separation, Agreements with the Former Parent and Separation Costs, and Basis of Presentation Organizational Structure and Operating Segment, page 52

1. We note your disclosure that your operations are organized as a single component or operating segment and your reporting units, which are one level below the single operating segment, consist of: (1) Flat Rolled Steel Processing; (2) Electrical Steel; and (3) Laser Welding. Please tell us how you considered the aggregation criteria in ASC 280-10-50-11 and the quantitative thresholds in ASC 280-10-50-12 in determining your single reportable segment. Please also revise to disclose factors used to identify your reportable segment, including the basis of organization and whether operating segments have been aggregated. Refer to ASC 280-10-50-21.

March 21, 2025 Page

Response : The Company respectfully advises the Staff that it evaluated its operations for segment reporting purposes in accordance with ASC 280-10-50. In identifying its potential operating segments based on the criteria set forth in ASC 280-10-50-1, the Company considered several sources of information, including the Company’s internal organizational structure, the basis on which budgets and forecasts are prepared, the financial information the Company’s CODM reviews in evaluating company performance and determining how resources should be allocated, how information is released to the public and analysts, and the fact that the CODM reviews the consolidated operating results of the Company to assess performance and make decisions about resource allocation. The package delivered to, and reviewed by, the CODM does not include sufficient information at a disaggregated level that would allow the CODM to assess performance at a level lower than the consolidated level. Based on its analysis, the Company concluded that (1) none of its distinct reporting units meet the criteria of an operating segment and (2) the Company therefore has only one operating segment. Because the Company determined that it has only one operating segment, the aggregation criteria set forth in ASC-280-10-50-11 are not applicable considering that they apply only to entities with more than one operating segment. Similarly, because the Company concluded that it does not have more than one operating segment to aggregate, the quantitative thresholds set forth in ASC 280-10-50-12 are also not applicable. In future filings, the Company intends to expand on the segment information included in Note A to its financial statements to provide additional details regarding certain of the factors the Company considered in determining its single reportable segment—for example, using the following language: [The Company’s operations are managed principally on a products and services basis under a single group organizational structure. The Company has determined that it has only one operating segment and therefore one reportable segment after considering several sources of information, including the Company’s internal organizational structure, the basis on which budgets and forecasts are prepared, the financial information that the Company’s CODM reviews in evaluating company performance and determining how resources should be allocated, and how the Company releases information to the public and analysts.] * * * Should any questions arise in connection with the foregoing response, or if you need any additional information, please do not hesitate to contact me at (312) 876-7681 or cathy.birkeland@lw.com.

Sincerely,
/s/ Cathy A. Birkeland

Show Raw Text
CORRESP
 1
 filename1.htm

 CORRESP

 330 North Wabash Avenue

 Suite 2800

 Chicago, Illinois 60611

 Tel: +1.312.876.7700 Fax: +1.312.993.9767

 www.lw.com

 FIRM / AFFILIATE OFFICES

 Austin

 Milan

 Beijing

 Munich

 Boston

 New York

 Brussels

 Orange County

 Century City

 Paris

 March 21, 2025

 Chicago

 Riyadh

 Dubai

 San Diego

 Düsseldorf

 San Francisco

 Frankfurt

 Seoul

 Hamburg

 Silicon Valley

 Hong Kong

 Singapore

 Houston

 Tel Aviv

 VIA EDGAR

 London

 Tokyo

 Los Angeles

 Washington, D.C.

 Madrid

 U.S. Securities and Exchange Commission
 Division of Corporation Finance Office of Manufacturing 
 United States Securities and Exchange Commission 100 F
Street, N.E. Washington, D.C. 20549-4628 Attention: Heather
Clark and Melissa Gilmore

 Re:
 Worthington Steel, Inc.
 Form 10-K for the Fiscal Year Ended May 31, 2024
 Filed August 2, 2024
 File No. 001-41830
 To the addressees set forth above: On behalf of
our client, Worthington Steel, Inc. (the “Company”), set forth below is the Company’s response to the comment of the Staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission in its
letter dated March 8, 2025 relating to the Form 10-K filed by the Company on August 2, 2024. Form 10-K for the Fiscal Year Ended May 31, 2024 Notes to Consolidated and Combined Financial Statements
 Note A—Description of Business, The Separation, Agreements with the Former Parent and Separation Costs, and Basis of Presentation
 Organizational Structure and Operating Segment, page 52

 1.
 We note your disclosure that your operations are organized as a single component or operating segment and
your reporting units, which are one level below the single operating segment, consist of: (1) Flat Rolled Steel Processing; (2) Electrical Steel; and (3) Laser Welding. Please tell us how you considered the aggregation criteria in ASC
 280-10-50-11 and the quantitative thresholds in ASC 280-10-50-12 in determining your single reportable segment. Please also revise to disclose factors used to identify your reportable segment, including the basis of organization and whether operating
segments have been aggregated. Refer to ASC 280-10-50-21.

 March 21, 2025
 Page
 2

 Response : The Company respectfully advises the Staff that it evaluated its operations
for segment reporting purposes in accordance with ASC 280-10-50. In identifying its potential operating segments based on the criteria set forth in ASC 280-10-50-1, the Company considered several sources of information, including the Company’s internal organizational structure, the
basis on which budgets and forecasts are prepared, the financial information the Company’s CODM reviews in evaluating company performance and determining how resources should be allocated, how information is released to the public and analysts,
and the fact that the CODM reviews the consolidated operating results of the Company to assess performance and make decisions about resource allocation. The package delivered to, and reviewed by, the CODM does not include sufficient information at a
disaggregated level that would allow the CODM to assess performance at a level lower than the consolidated level. Based on its analysis, the Company concluded that (1) none of its distinct reporting units meet the criteria of an operating
segment and (2) the Company therefore has only one operating segment. Because the Company determined that it has only one operating
segment, the aggregation criteria set forth in ASC-280-10-50-11 are not applicable
considering that they apply only to entities with more than one operating segment. Similarly, because the Company concluded that it does not have more than one operating segment to aggregate, the quantitative thresholds set forth in ASC 280-10-50-12 are also not applicable.
 In future filings, the Company intends to expand on the segment information included in Note A to its financial statements to provide
additional details regarding certain of the factors the Company considered in determining its single reportable segment—for example, using the following language:
 [The Company’s operations are managed principally on a products and services basis under a single group organizational structure. The
Company has determined that it has only one operating segment and therefore one reportable segment after considering several sources of information, including the Company’s internal organizational structure, the basis on which budgets and
forecasts are prepared, the financial information that the Company’s CODM reviews in evaluating company performance and determining how resources should be allocated, and how the Company releases information to the public and analysts.]
 * * * Should any questions arise in
connection with the foregoing response, or if you need any additional information, please do not hesitate to contact me at (312) 876-7681 or cathy.birkeland@lw.com.

 Sincerely,

 /s/ Cathy A. Birkeland

 Cathy A. Birkeland, Esq. of LATHAM &
WATKINS LLP

 cc:
 Alexa Berlin, Latham & Watkins LLP
 Geoffrey G. Gilmore, President and Chief Executive Officer, Worthington Steel, Inc.
 Timothy A. Adams, Vice President and Chief Financial Officer, Worthington Steel, Inc.
 Joseph Y. Heuer, Vice President – General Counsel and Secretary, Worthington Steel, Inc.
 2