SecProbe.io

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 March 25, 2025

Timothy A. Adams
Chief Financial Officer
Worthington Steel, Inc.
100 W. Old Wilson Bridge Road
Columbus, Ohio 43085

 Re: Worthington Steel, Inc.
 Form 10-K for the Fiscal Year Ended May 31, 2024
 Filed August 2, 2024
 File No. 001-41830
Dear Timothy A. Adams:

 We have completed our review of your filing. 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.

 Sincerely,

 Division of Corporation
Finance
 Office of Manufacturing
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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

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 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

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 March 8, 2025

Timothy A. Adams
Chief Financial Officer
Worthington Steel, Inc.
100 W. Old Wilson Bridge Road
Columbus, Ohio 43085

 Re: Worthington Steel, Inc.
 Form 10-K for the Fiscal Year Ended May 31, 2024
 Filed August 2, 2024
 File No. 001-41830
Dear Timothy A. Adams:

 We have limited our review of your filing to the financial statements
and related
disclosures and have the following comment(s).

 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.

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.
 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,
 March 8, 2025
Page 2

action or absence of action by the staff.

 Please contact Heather Clark at 202-551-3624 or Melissa Gilmore at
202-551-3777
with any questions.

 Sincerely,

 Division of Corporation
Finance
 Office of Manufacturing
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CORRESP
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Acceleration Request

 Worthington Steel, Inc.

100 Old Wilson Bridge Road

Columbus, Ohio 43085

 VIA EDGAR

 November 14, 2023

 U.S. Securities and
Exchange Commission

 Division of Corporation Finance

 Office
of Manufacturing

 100 F Street, N.E.

Washington, D.C. 20549-4628

 Attention: Jennifer Angelini and
Geoffrey Kruczek

 Re:    Worthington Steel, Inc.

Registration Statement on Form 10-12B (File No. 001-41830)

 Dear Ms. Angelini and Mr. Kruczek:

Worthington Steel, Inc., an Ohio Corporation (the “Company”), hereby respectfully requests that the effective date for its
Registration Statement on Form 10-12B (File No. 001-41830) (as amended to date, the “Registration Statement”) be accelerated so that the Registration
Statement will become effective at 4:00 p.m. Eastern Time, on November 16, 2023, or as soon thereafter as is practicable, pursuant to Section 12(d) of the U.S. Securities Exchange Act of 1934, as amended, and Rule 12d1-2 thereunder.

 We request that we be notified of such effectiveness by a telephone call to Cathy
Birkeland of Latham & Watkins LLP, the Company’s counsel, at (312) 876-7681, or by email to cathy.birkeland@lw.com.

[Signature page follows]

 Sincerely,

 WORTHINGTON STEEL,
INC.

 By:

 /s/ Geoff Gilmore

 Name:

 Geoff Gilmore

 Title:

 President and Chief Executive Officer

cc:
 Cathy Birkeland, Latham & Watkins LLP

Alexa Berlin, Latham & Watkins LLP

United States securities and exchange commission logo
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

United States securities and exchange commission logo
June 20, 2023
Geoffrey G. Gilmore
Chief Executive Officer
Worthington Steel, Inc.
100 Old Wilson Bridge Road
Columbus, OH 43085
Re:Worthington Steel, Inc.
Amendment No. 1 to Draft Registration Statement on Form 10-12B
Submitted June 9, 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. 1 to Draft Registration Statement on Form 10-12
Exhibit 99.1--Preliminary Information Statement
Risk Factors, page 16
1.Please tell us why your risk factor disclosure was deleted, rather than revised, in response
to prior comment nine.  Provide sufficient information to allow us to evaluate the
adequacy of your response, including whether and how the matters addressed by our
comment have been resolved.

 FirstName LastNameGeoffrey G. Gilmore
 Comapany NameWorthington Steel, Inc.
 June 20, 2023 Page 2
 FirstName LastName
Geoffrey G. Gilmore
Worthington Steel, Inc.
June 20, 2023
Page 2
Business
Our Joint Ventures, page 76
2.We note your response to prior comment 12 and reissue it in part.  Please describe the
material terms of your joint venture arrangements.  Describe what obligations you have to
your partners under these arrangements, the duration of the arrangements, and any other
material terms.  In this regard, we note the reference to veto rights on page 22.
Material U.S. Federal Income Tax Consequences of the Distribution to U.S. Holders, page 102
3.We note your response to prior comment 16 and reissue it.  Disclosure on page 28
indicates that Worthington will undertake certain internal restructuring transactions which
are intended to qualify as tax-free transactions, and if these fail to qualify, you and
Worthington could be subject to additional tax liabilities.  Accordingly, please revise this
section to discuss the material tax consequences of the separation, which will indirectly
affect shareholders.  If you do not anticipate material tax consequences, revise your
disclosure to affirmatively so state and to describe the reasons why.
General
4.We note your response to prior comment 18.  Please further revise the cross-reference
sheet to specifically incorporate by reference the questions and answers section.
            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

United States securities and exchange commission logo
May 12, 2023
Geoffrey G. Gilmore
Chief Executive Officer
Worthington Steel, Inc.
100 Old Wilson Bridge Road
Columbus, OH 43085
Re:Worthington Steel, Inc.
Draft Registration Statement on Form 10-12B
Submitted April 19, 2023
CIK No. 0001968487
Dear Geoffrey G. Gilmore:
            We have reviewed your 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.
Draft Registration Statement on Form 10-12B
Exhibit 99.1--Preliminary Information Statement
Questions and Answers about the Separation and Distribution, page iii
1.Please revise your Q&A to discuss the material consequences to stockholders if
Worthington Industries, Inc. ("Worthington") waives any conditions and proceeds with
the spin-off.  We note that the list of closing conditions appears non-exclusive in light of
the phrase, "among others."  Please revise to disclose all material conditions and to
affirmatively so state.
2.We note the closing condition that Worthington receive a tax opinion regarding
qualification of the distribution, together with certain related transactions, as a tax-free

 FirstName LastNameGeoffrey G. Gilmore
 Comapany NameWorthington Steel, Inc.
 May 12, 2023 Page 2
 FirstName LastName
Geoffrey G. Gilmore
Worthington Steel, Inc.
May 12, 2023
Page 2
reorganization.  Disclose whether this condition can be waived and, if so, how you will
notify shareholders of the waiver of this condition.
3.Please revise to address any material changes in stockholder rights between the existing
Worthington common stock and your common stock.  If none, please include an
affirmative statement to that effect.
Information Statement Summary, page 1
4.Please balance disclosure that you are "Ideally positioned to benefit from expanding
global opportunities in electrification," in light of risk factor disclosure on pages 18 and
19 that indicates shifts in the automobile industry could adversely affect prices of and
demand for your steel products.
Risk Factors
Raw Material Pricing and Availability, page 16
5.We note disclosure that your supply chain may be impacted by a number of factors
identified on page 17.  Please update your risks characterized as potential if recent supply
chain disruptions have impacted your operations.  For example, discuss whether you have
or expect to:

•suspend the production, purchase, sale or maintenance of certain items;
•experience labor shortages that impact your business;
•experience cybersecurity attacks in your supply chain;
•experience higher costs due to constrained capacity or increased commodity prices or
challenges sourcing materials;
•experience surges or declines in consumer demand for which you are unable to
adequately adjust your supply;
•be unable to supply products at competitive prices or at all due to export restrictions,
sanctions, tariffs, trade barriers, or political or trade tensions among countries; or
•be exposed to supply chain risk in light of Russia’s invasion of Ukraine, the
effectiveness of the Uyghur Forced Labor Prevention Act, and/or related geopolitical
tension.

Explain whether and how you have undertaken efforts to mitigate the impact and where
possible quantify the impact to your business.
The COVID-19 Pandemic, page 20
6.Please revise to describe the specific impacts that the COVID-19 pandemic has had on
your business and results of operations to date, rather than presenting such risks as
hypothetical, including quantification of amounts where possible.

 FirstName LastNameGeoffrey G. Gilmore
 Comapany NameWorthington Steel, Inc.
 May 12, 2023 Page 3
 FirstName LastName
Geoffrey G. Gilmore
Worthington Steel, Inc.
May 12, 2023
Page 3
The ongoing conflict between Russia and Ukraine may adversely affect our business and results
of operations, page 20
7.We note general references to the Ukraine war in the context of customer financial
challenges, increased steel prices, and reduced production capacities, for example on
pages 16 and 18.  Please specifically describe the direct or indirect impact of Russia’s
invasion of Ukraine on your business.  Consider any impact resulting from sanctions,
limitations on obtaining relevant government approvals, currency exchange limitations, or
import/export or capital controls; if the impact is not material, please explain why.
Disclose any material impact of import or export bans on products or commodities used in
your business or sold by you.  Include the current and anticipated impact on your business,
taking into account the availability of materials, cost of materials, costs and risks
associated with transportation in your business, and the impact on margins and on your
customers.
If the distribution, together with certain related transactions, fails to qualify as a reorganization . .
. , page 27
8.Please quantify the scope of the indemnification obligations to Worthington under the Tax
Matters Agreement or otherwise supplement your disclosure to provide stockholders with
sufficient information to assess the materiality of these obligations.
Certain non-U.S. entities or assets that are part of the separation may not be transferred . . . , page
33
9.You disclose that certain non-U.S. entities and assets may not be transferred prior to the
distribution because they are subject to foreign government or third-party approvals, and
you cannot assure such transfers will ultimately occur or not be delayed for an extended
period of time.  Please describe more fully the non-U.S. entities and assets involved, as
well as the foreign government and third-party approvals that are required.  Clarify the
means by which Worthington will provide to you "the economic benefits and burdens of
owning such assets and/or entities . . . to the extent reasonably possible and permitted by
applicable law," together with any material related risks.
Our amended and restated code of regulations will designate the state courts in the State of Ohio
. . . , page 37
10.We note disclosure that your forum selection provision would not apply to Exchange Act
claims, and that the U.S. federal district courts shall be the exclusive forum for Securities
Act claims.  Please additionally state that there is uncertainty as to whether a court would
enforce such provisions.  In that regard, we note that Section 22 of the Securities Act
creates concurrent jurisdiction for federal and state courts over all suits brought to enforce
any duty or liability created by the Securities Act or the rules and regulations thereunder.
Please also ensure that the exclusive forum provision in the governing documents states
clearly that it does not apply to actions arising under the Exchange Act, or tell us how you

 FirstName LastNameGeoffrey G. Gilmore
 Comapany NameWorthington Steel, Inc.
 May 12, 2023 Page 4
 FirstName LastName
Geoffrey G. Gilmore
Worthington Steel, Inc.
May 12, 2023
Page 4
will inform investors in future filings that the provision does not apply to any actions
arising under the Exchange Act.
Cautionary Statement Concerning Forward-Looking Statements, page 40
11.Please note that the safe harbor for forward-looking statements provided by the
Private Securities Litigation Reform Act of 1995 (PSLRA) applies to issuers that are
subject to the reporting requirements of Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 at the time the statements are made.  Please revise to remove the
implication that the statements made in your registration statement are within the
protection of the PSLRA or tell us why you believe that the safe harbor is available to
you.
Business
Our Joint Ventures, page 77
12.Please describe the material terms of your joint venture arrangements.  Describe what
obligations you have to your partners under these arrangements, the amount of control you
have over day-to-day operations, the duration of the arrangements, and any other material
terms.  Explain how these arrangements allow you to "develop new products, markets, and
technological capabilities and to expand our international presence, while mitigating the
risks and costs associated with those activities."
Our Customers, page 79
13.Please describe and clarify your contractual arrangements with customers.  In this regard,
we note disclosure that, "Supply contracts for certain large customers often extend for the
life of the product’s program or platform," while disclosure on page 18 indicates that, "We
generally do not have long-term contracts with our customers.  As a result, although our
customers periodically provide notice of their future product needs and purchases, they
generally purchase our products on an order-by-order basis, and the relationship, as well
as particular orders, can be terminated at any time."  Please revise as appropriate to
reconcile.
Environmental Matters, page 80
14.We note disclosure that you are subject to many federal, state, local and foreign laws and
regulations, including those relating to the protection of your employees and the
environment.  Please expand to briefly describe such laws and regulations.
Include estimated capital expenditures for environmental control facilities, as required by
Item 101(c)(2)(i) of Regulation S-K.  Additionally describe the effects on your business of
the tariffs referenced in disclosure on page 39 that, "[C]ertain foreign governments,
including Canada, China and Mexico, have instituted or are considering imposing tariffs
on certain U.S. goods."

 FirstName LastNameGeoffrey G. Gilmore
 Comapany NameWorthington Steel, Inc.
 May 12, 2023 Page 5
 FirstName LastName
Geoffrey G. Gilmore
Worthington Steel, Inc.
May 12, 2023
Page 5
Reasons for the Separation, page 97
15.We note the list of reasons for the separation.  It appears each of these reasons could apply
at any time.  Please revise to explain the reasons for conducting the separation now, as
opposed to another time.
Material U.S. Federal Income Tax Consequences of the Distribution to U.S. Holders, page 103
16.We note disclosure on page 28 that Worthington will undertake certain internal
restructuring transactions in connection with the transfer of assets and liabilities in
accordance with the separation agreement, that these transactions are intended to be tax-
free, and that you are subject to indemnification obligations under the Tax Matters
Agreement.  Accordingly, please revise this section to discuss the material tax
consequences of the separation, in addition to the distribution.
Exhibits
17.Please file material contracts required by Item 601(b)(10) of Regulation S-K as exhibits to
your registration statement, including those to be assigned to you or to which you will
otherwise succeed following the spin-off.  In this regard, we note references to your equity
incentive plan, financing arrangements, joint venture agreements, and "other commercial
agreements" with Worthington.
General
18.The cross-reference sheet between the Information Statement and items of Form 10 omits
a number of sections of the Information Statement.  Please revise to specifically
incorporate by reference the questions and answers, director compensation, pay versus
performance disclosure, and equity compensation plan information sections.
            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