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
 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
FirstName LastNameGeoffrey G. Gilmore
6.     Please revise to describe the specific impacts that the COVID-19
pandemic has had on
Comapany
       yourNameWorthington     Steel,
            business and results      Inc.
                                  of operations to date, rather than presenting
such risks as
       hypothetical,
May 12, 2023 Page 2  including quantification  of amounts where possible.
FirstName LastName
 Geoffrey G. Gilmore
FirstName  LastNameGeoffrey G. Gilmore
Worthington  Steel, Inc.
Comapany
May        NameWorthington Steel, Inc.
     12, 2023
May 12,
Page 3 2023 Page 3
FirstName LastName
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
 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
FirstName LastNameGeoffrey G. Gilmore
       the tariffs referenced in disclosure on page 39 that, "[C]ertain foreign
governments,
Comapany    NameWorthington
       including   Canada, ChinaSteel, Inc.
                                  and Mexico,   have instituted or are
considering imposing tariffs
May 12,on2023
          certain  U.S.
                Page  4 goods."
FirstName LastName
 Geoffrey G. Gilmore
FirstName  LastNameGeoffrey G. Gilmore
Worthington  Steel, Inc.
Comapany
May        NameWorthington Steel, Inc.
     12, 2023
May 12,
Page 5 2023 Page 5
FirstName LastName
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