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What changed in Steel Dynamics's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Steel Dynamics's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+297 added−280 removedSource: 10-K (2026-02-27) vs 10-K (2025-02-28)

Top changes in Steel Dynamics's 2025 10-K

297 paragraphs added · 280 removed · 241 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

119 edited+29 added−15 removed51 unchanged
Biggest changeThe Techs and Heartland Flat Roll Division specialize in the galvanizing of specific types of flat roll steels in primarily non-automotive applications, servicing a variety of customers in the heating, ventilation and air conditioning (HVAC), construction, agriculture, and consumer goods markets.
Biggest changeGalvanized flat rolled products produced by our Butler, Columbus, and Sinton Flat Roll Divisions are similar and are sold to a generally similar customer base. 13 Table of Contents The Techs and the Heartland Flat Roll Division specialize in the galvanizing and painting of specific types of flat rolled steel, primarily for non-automotive applications, serving customers in the heating, ventilation, and air conditioning (“HVAC”), construction, agriculture, and consumer goods markets. ​ USS and NPS provide complementary distribution channels for metallic-coated and pre-painted flat rolled steel coils and steel processing capabilities, including slitting, blanking, cutting to length, stamping and fabrication services.
Millett co-founded the Company in 1993. Mr. Millett has been our Board Chair since May 2021 and has been our Chief Executive Officer since January 2012. Prior to that, he has held various positions within the Company, including President and Chief Operating Officer, Executive Vice President of Metals Recycling and Ferrous Resources, and Executive Vice President of Flat Roll Operations.
Millett co-founded the Company in 1993. Mr. Millett has been our Board Chair since May 2021 and has been our Chief Executive Officer since January 2012. Prior to that, he held various positions within the Company, including President and Chief Operating Officer, Executive Vice President of Metals Recycling and Ferrous Resources, and Executive Vice President of Flat Roll Operations. Mr.
Wagler joined the Steel Dynamics corporate finance team in 1998, and has held various finance and accounting positions, including Chief Accounting Officer and Vice President and Corporate Controller.
Wagler joined the Steel Dynamics corporate finance team in 1998, and has held various finance and accounting positions, including Chief Accounting Officer and Vice President – Corporate Controller.
We strive to provide unique, superior products, customer supply chain solutions, and next-generation technologies and processes. ● Financial Strength – Through our adaptable value-added product diversification, vertically connected businesses model, coupled with our highly variable operating cost structure and performance-based incentive compensation, along with our continued operating innovations and efficiency, we achieve higher utilization and lower costs, which provide strong cash flow generation through both strong and weak market cycles.
We strive to provide unique, superior products, customer supply chain solutions, and next-generation technologies and processes. ● Financial Strength – Through our adaptable value-added product diversification, vertically connected businesses model, highly variable operating cost structure and performance-based incentive compensation, along with our continued operating innovations and efficiency, we achieve higher utilization and lower costs, which provide strong cash flow generation through both strong and weak market cycles.
Mr. Millett was responsible for the design, construction, and start-up operation of all of our steel mills, including our Butler, Indiana flat roll, melting, and casting operations. Mr. Millett earned his bachelor’s degree in metallurgy from the University of Surrey, England. Mr. Millett is a Past Chairman of the Steel Manufacturers Association (SMA). In 2019, Mr.
Millett was responsible for the design, construction, and start-up operation of all of our steel mills, including our Butler, Indiana flat roll, melting, and casting operations. Mr. Millett earned his bachelor’s degree in metallurgy from the University of Surrey, England. Mr. Millett is a Past Chairman of the Steel Manufacturers Association (SMA).
RCRA also allows citizens in certain situations to bring claims against regulated facilities for potential damages and cleanup. Many states have statutes and regulatory authorities similar to RCRA that can also apply. Many of our facilities generate wastes and secondary materials subject to these requirements.
RCRA also allows citizens in certain situations to bring claims against facilities for potential damages and cleanup. Many states have statutes and regulatory authorities similar to RCRA that can also apply. Many of our facilities generate wastes and secondary materials subject to these requirements.
(Vulcan), a downstream finishing operation. Structural and Rail Division produces a variety of parallel flange beams and channel sections, as well as large unequal leg angles, and reinforcing steel bar including custom cut-to-length, smooth bar, and coiled. We also produce standard strength carbon, intermediate alloy hardness, and premium grade rails in 40 to 320 feet length for the railroad industry.
(“Vulcan”), a downstream finishing operation. Structural and Rail Division produces a variety of parallel flange beams and channel sections, as well as large unequal leg angles, and reinforcing steel bar including custom cut-to-length, smooth bar, and coiled. We also produce standard strength carbon, intermediate alloy hardness, and premium grade rails in 40 to 320 feet length for the railroad industry.
Lost Time Injury Rate is defined as OSHA days away from work cases x 200,000 / hours worked. 2 Source: 2023 U.S. DOL Bureau of Labor Statistics released in 2024 ​ Compensation Structure We believe in empowering our teams and rewarding them for their achievements through a four-tiered, performance-based compensation framework.
Lost Time Injury Rate is defined as OSHA days away from work cases x 200,000 / hours worked. 2 Source: 2024 U.S. DOL Bureau of Labor Statistics released in 2026. ​ Compensation Structure We believe in empowering our teams and rewarding them for their achievements through a four-tiered, performance-based compensation framework.
Nonferrous scrap comes from three primary sources: ● Manufacturers and other nonferrous scrap sources, which generate or sell scrap aluminum, copper, stainless steel, and other nonferrous metals, ● Producers of items such as electric wire, telecommunication service providers, aerospace, defense, and recycling companies that generate nonferrous scrap consisting primarily of copper wire, aluminum beverage cans, and various other metals and alloys, and ● Retail transactions conducted with the general public who sell material directly to our facilities, collected from a variety of sources.
Nonferrous scrap comes from three primary sources: ● Manufacturers and other nonferrous scrap sources, which generate or sell scrap aluminum, copper, stainless steel, and other nonferrous metals, ● Producers of items such as electric wire, telecommunication service providers, aerospace, defense, and recycling companies that generate nonferrous scrap consisting primarily of aluminum used beverage cans, copper wire, and various other metals and alloys, and ● Retail transactions conducted with the general public who sell material directly to our facilities, collected from a variety of sources and other independent scrap dealers.
Our operations are dependent upon permits regulating discharges into the environment or the use and handling of by-products in order to operate our facilities. We dedicate considerable resources aimed at achieving compliance with applicable laws concerning the environment.
Our operations are dependent upon permits regulating discharges into the environment or the use and handling of raw materials or by-products in order to operate our facilities. We dedicate considerable resources aimed at achieving compliance with applicable laws concerning the environment.
Our metals recycling operations primarily involve the purchase, processing, and resale of ferrous and nonferrous scrap metals into reusable forms and grades. We process an array of ferrous products through a variety of methods, including sorting, shredding, shearing, cutting, bailing, and breaking.
Our metals recycling operations primarily involve the purchase, processing, and resale of ferrous and nonferrous scrap metals into reusable forms and grades. We process an array of ferrous products through a variety of methods, including sorting, shredding, shearing, cutting, baling, and breaking.
She is responsible for and oversees accounting and taxation, treasury, risk management, legal, information technology and cybersecurity, human resources, decarbonization strategy, and strategic business development functions, as well as, financial planning and analysis, investor relations, and corporate communications. Ms. Wagler also has various operational responsibilities directly overseeing several joint ventures. Prior to joining Steel Dynamics, Ms.
She is responsible for and oversees accounting and taxation, treasury, risk management, legal, cybersecurity, human resources, decarbonization strategy, and strategic business development functions, as well as, financial planning and analysis, investor relations, and corporate communications. Ms. Wagler also has various operational responsibilities directly overseeing several operating joint ventures. Prior to joining Steel Dynamics, Ms.
We are also able to source higher-quality scrap for our steel mills, increasing availability, optimizing costs, and improving quality. ​ 4 Table of Contents Technologically Advanced, Low-Cost, Highly Efficient Operations We operate some of the most technologically advanced and environmentally responsible steel mills in the world.
We are also able to source higher-quality scrap for our steel mills and aluminum operations, increasing availability, optimizing costs, and improving quality. 4 Table of Contents Technologically Advanced, Low-Cost, Highly Efficient Operations We have some of the most technologically advanced and environmentally responsible steel mills and aluminum operations in the world.
Our leadership receives recurring training on these critical topics. ​ We recognize the value of having a business that reflects a variety of backgrounds and experiences. We work together as a unified team and respect each other as individuals. Our team-based compensation structure reinforces this philosophy.
Our leadership receives recurring training on these critical topics. ​ We recognize the value of having a business that reflects a variety of backgrounds and experiences. We work together as a unified team while respecting each other as individuals. Our team-based compensation structure reinforces this philosophy.
We also utilize our Structural and Rail Division’s excess capacity to supply our Engineered Bar Products Division with pull-through volume of billets to utilize its excess rolling capacity. Engineered Bar Products Division produces a broad range of engineered special-bar-quality (SBQ), merchant-bar-quality (MBQ), and other engineered round steel bars.
We also utilize our Structural and Rail Division’s excess capacity to supply our Engineered Bar Products Division with pull-through volume of billets to utilize its excess rolling capacity. 14 Table of Contents Engineered Bar Products Division produces a broad range of engineered special-bar-quality (SBQ), merchant-bar-quality (MBQ), and other engineered round steel bars.
Wagler was a certified public accountant with Ernst & Young LLP. She graduated cum laude from Taylor University with a bachelor’s degree in accounting and systems analysis. In addition, Ms.
Wagler was a certified public accountant with Ernst & Young LLP. Ms. Wagler graduated cum laude from Taylor University with a bachelor’s degree in accounting and systems analysis.
Each full-time, non-union, United States-based team member receives annual equity awards. These awards generally have a two-year vesting period, supporting retention and companywide strategy alignment. ​ Our team-based culture and competitive pay structure support continued high retention. In 2024, our companywide team retention was approximately 79%, with U.S.-based teams retention of 89%.
Each full-time, non-union, United States-based team member receives annual equity awards. These awards generally have a two-year vesting period, supporting retention and companywide strategy alignment. ​ Our team-based culture and competitive pay structure support continued high retention. In 2025, our companywide team retention was approximately 83%, with U.S.-based teams retention of 89%.
As with all our growth initiatives, we seek to competitively differentiate ourselves through service, product capability and quality, and supply-chain solutions. Vertically Connected Businesses and Pull-Through Volume Advantage Our vertically connected businesses contribute to our higher through-cycle steel production and overall profitability.
As with all of our growth initiatives, we seek to competitively differentiate ourselves through service, product capability and quality, and integrated supply-chain solutions. Vertically Connected Businesses and Pull-Through Volume Advantage Our vertically connected businesses support our higher through-cycle steel production and overall profitability.
The primary competitive influences on products we sell are price, quality, and value-added services. ​ 15 Table of Contents Metals Recycling Operations Segment ​ Metals Recycling operations include both ferrous and nonferrous scrap metal processing, transportation, marketing, brokerage, and scrap management services, strategically located in close proximity to our steel mills and other end-user scrap consumers, throughout the United States and Mexico.
The primary competitive influences on products we sell are price, quality, and value-added services. ​ 15 Table of Contents Metals Recycling Operations Segment ​ Metals Recycling operations include both ferrous and nonferrous scrap metal processing, transportation, marketing, brokerage, and scrap management services, strategically located in close proximity to our steel mills and our aluminum operations and other end-user scrap consumers, throughout North America.
Primary sources of revenue are currently from the manufacture and sale of steel products, the processing and sale of recycled ferrous and nonferrous metals, and the fabrication and sale of steel joists and deck products. We refer to our founding principles as our six core strategic pillars.
The company’s primary sources of revenue are currently derived from the manufacture and sale of steel products, the processing and sale of recycled ferrous and nonferrous metals, and the fabrication and sale of steel joist and deck products. We refer to our founding principles as our six core strategic pillars.
Alvarez served as Senior Vice President, Southwest United States and Mexico and was responsible for the comprehensive business development and partnerships in the regions, encompassing both steel and recycled metals. Prior to joining Steel Dynamics, Mr.
Alvarez joined the company in 2019 as Senior Vice President, Southwest United States and Mexico and was responsible for the comprehensive business development and partnerships in the regions, encompassing both steel and recycled metals. Prior to joining Steel Dynamics, Mr.
No single scrap metals recycler has a significant market share in the domestic market. ​ 17 Table of Contents Steel Fabrication Operations Segment ​ Our steel fabrication operations include seven New Millennium Building Systems plants that primarily serve the non-residential construction industry throughout the United States.
No single scrap metals recycler has a significant market share in the domestic market. ​ 17 Table of Contents Steel Fabrication Operations Segment ​ Our steel fabrication operations consist of seven strategically located New Millennium Building Systems plants that serve the non-residential construction industry throughout the United States.
Our metals recycling operations accounted for 11% of our consolidated net sales during 2024 and 2023 and 9% during 2022. Export sales represented 17%, 19%, and 14% of metals recycling segment net sales during 2024, 2023, and 2022, respectively.
Our metals recycling operations accounted for 11% of our consolidated net sales during 2025, 2024 and 2023. Export sales represented 14%, 17%, and 19% of metals recycling segment net sales during 2025, 2024, and 2023, respectively.
By rewarding our teams based on their performance as an individual, as a team, as a company, and based on shareholder interests, we believe we have the ultimate alignment with our external constituents. 9 Table of Contents This is achieved through the following methods: ​ ● Individual performance awards consist of an individual’s base compensation, which is determined by their individual superior performance, responsibilities, and skill level. ​ ● Team performance awards, such as quality production, return on assets, and conversion bonuses, are based on departmental results, focusing on productivity, cost control, and efficient use of assets. ​ ● Companywide performance awards unite everyone through our profit-sharing program, which is based on consolidated pretax profitability, and our 401(k) match, which is based on consolidated return on assets. ​ ● Alignment with our shareholders and the pursuit of long-term value creation is fostered through the issuance of restricted stock units.
By rewarding our teams based on their performance at the individual, team, company, and shareholder levels, we believe our compensation structure achieves strong alignment with the interests of our external constituents. ​ This alignment is achieved through the following methods: ​ ● Individual performance awards consist of an individual’s base compensation, which is determined by their individual superior performance, responsibilities, and skill level. ​ ● Team performance awards, such as quality production, return on assets, and conversion bonuses, are based on departmental results, focusing on productivity, cost control, and efficient use of assets. ​ ● Companywide performance awards unite everyone through our profit-sharing program, which is based on consolidated pretax profitability, and our 401(k) match, which is based on consolidated return on assets. ​ ● Alignment with our shareholders and the pursuit of long-term value creation is fostered through the issuance of restricted stock units.
This commitment is foundational and integral to our culture. ​ ​ 8 Table of Contents Our total recordable injury rate compared to industry benchmarks and lost time injury rates for 2024 are as follows: ​ ​ ​ ​ ​ 1 Total Recordable Injury Rate is defined as OSHA recordable incidents x 200,000 / hours worked.
This commitment is foundational and integral to our culture and how we operate. ​ Our total recordable injury rate compared to industry benchmarks and lost time injury rates for 2025 are as follows: ​ ​ ​ ​ 8 Table of Contents ​ 1 Total Recordable Injury Rate is defined as OSHA recordable incidents x 200,000 / hours worked.
We reward teamwork, innovation, and operating efficiency, and focus on maintaining the effectiveness of our performance-driven incentive bonus plans that are designed to maximize overall productivity and align the interests of our leadership and teams with our shareholders. ​ ​ ​ ​ ​ Name ​ Age ​ Position Mark D.
We reward teamwork, innovation, and operating efficiency, and focus on maintaining the effectiveness of our performance-driven incentive bonus plans designed to maximize overall productivity and align the interests of our leadership and teams with our shareholders. ​ 5 Table of Contents ​ ​ ​ ​ ​ Name ​ Age ​ Position Mark D.
Millett was named the recipient of the James F. Collins Achievement in Advocacy Award by the SMA. In 2014 and 2022, Mr. Millet was named Steelmaker of the Year by the Association for Iron & Steel Technology. In 2024, Mr.
In 2019, he was the recipient of the James F. Collins Achievement in Advocacy Award by the SMA. In 2014 and 2022, Mr. Millet was named Steelmaker of the Year by the Association for Iron & Steel Technology.
We have entered into fixed price electricity contracts for the Butler Flat Roll Division, Columbus Flat Roll Division, Roanoke Bar Division and Steel of West Virginia, while our Engineered Bar Products Division has a combination of fixed pricing and market pricing for the various components of the electrical services (demand charge, energy charge, riders, etc.).
We have entered into fixed price electricity contracts for the Butler Flat Roll Division, Columbus Flat Roll Division, Roanoke Bar Division and Steel of West Virginia, while our Structural and Rail Division and Engineered Bar Products Division have a combination of fixed pricing and market 19 Table of Contents pricing for the various components of the electrical services (demand charge, energy charge, riders, etc.).
Graham has been our Senior Vice President, Flat Roll Steel Group since October 2023. Mr. Graham is responsible for the company’s entire flat roll steel operations, including three flat roll steel mills and numerous flat roll steel processing, coating, and distribution operations. Before that, Mr. Graham served as our Senior Vice President, Long Products Steel Group. In this role, Mr.
Graham has been our Senior Vice President, Flat Roll Steel Group since October 2023. Mr. Graham is responsible for the company’s entire flat roll steel operations, including three flat roll steel mills and numerous flat roll steel processing, coating, and distribution operations. Prior to that, Mr. Graham served as our Senior Vice President, Long Products Steel Group.
Graham was responsible for the company’s four long product steel mills, along with a downstream finishing operation and the company’s copper rod manufacturing facility. Prior to that, Mr. Graham served as Senior Vice President, Downstream Manufacturing and President of New Millennium Building Systems, responsible for the company’s steel fabrication and downstream manufacturing operations, and other operational and leadership roles. Mr.
In this role, Mr. Graham was responsible for the company’s four long product steel mills, along with a downstream finishing operation and the company’s copper rod manufacturing facility. Prior to that, Mr. Graham served as Senior Vice President, Downstream Manufacturing and President of New Millennium Building Systems, responsible for the company’s steel fabrication and downstream manufacturing operations. Mr.
The Steel Dynamics team consisted of approximately 13,000 full-time team members at December 31, 2024. ​ Health and Safety Valuing people includes providing a healthy and safe work environment, and creating a culture of safety that extends beyond the workplace, into our homes and communities. Safety is, and always will be, our primary focus and core value.
The Steel Dynamics team consisted of approximately 14,400 full-time team members at December 31, 2025. ​ Health and Safety Valuing people includes providing a healthy and safe work environment and fostering a culture of safety that extends beyond the workplace, into our homes and communities. Safety is, and always will be, our primary focus and core value.
Over 60% of a production team member’s total potential compensation is “at risk” to both quality production and cost-effectiveness metrics. Over 85% of our senior leadership team’s total potential compensation is “at risk” to companywide financial performance metrics that encourage long-term value creation, including return on equity, growth, cash generation, and return on invested capital measures.
More than 60% of a production team member’s total potential compensation is “at risk” and tied to quality production and cost-effectiveness metrics. More than 85% of our senior leadership team’s total potential compensation is “at risk” and linked to companywide financial metrics that encourage long-term value creation, including return on equity, growth, cash generation, and return on invested capital.
In addition, our value-added product offerings help to balance our exposure to commodity grade products supplied by other manufacturers. We will continue to seek additional opportunities, such as entering the recycled aluminum flat rolled products market, and collaborating with our customers to anticipate their future needs by further expanding our range of products and offerings.
Our value-added product offerings also help balance our exposure to commodity grade products supplied by other manufacturers. We will continue to seek additional opportunities, including our entry into the recycled aluminum flat rolled products market, and collaborating with our customers to anticipate their future needs by further expanding our range of products and offerings.
We intentionally developed a circular manufacturing model. Our metals recycling platform collects and processes scrap, which is then sold to end users for reuse, including our EAF steel mills and our aluminum operations. Our products are then sold to consumers that both further process and manufacture end products.
Our metals recycling platform collects and processes scrap, which is then sold to end users for reuse, including our EAF steel mills and our aluminum operations. Our steel and aluminum products are then sold to consumers that both further process and manufacture end products.
Schneider earned a bachelor's degree in mechanical engineering and a master of science in engineering management from Rose-Hulman Institute of Technology. He also received an executive certificate in Technology, Operations, and Value Chain Management from the MIT Sloan School of Management. In addition, Mr. Schneider served as a Past President for the Association for Iron & Steel Technology.
Schneider earned a bachelor's degree in mechanical engineering and a master of science in engineering management from Rose-Hulman Institute of Technology. He also received an Executive Certificate in Technology, Operations, and Value Chain Management from the MIT Sloan School of Management. In addition, Mr.
We sell various grades of processed nonferrous scrap to end-users such as aluminum sheet and ingot manufacturers, brass and bronze ingot makers, copper refineries, mills, including our new recycled aluminum flat rolled products mill, smelters, specialty steelmakers, alloy manufacturers, wire and cable producers, and utilities.
We sell various grades of processed nonferrous scrap to end-users such as aluminum sheet and manufacturers (including our aluminum operations), ingot manufacturers, brass and bronze ingot makers, copper refineries, smelters, specialty steelmakers, alloy manufacturers, wire and cable producers, and utilities.
As we continue to grow, building talent, retaining team members with relevant industry and technical experience, and creating opportunities within our teams are some of our most important tasks and are critical to our long-term success. Workplace Philosophy Our people are the foundation of our success and are our most important resource.
As we continue to grow, building internal talent, retaining team members with relevant industry and technical experience, and creating advancement opportunities within our organization remain among our most important priorities and are critical to our long-term success. Workplace Philosophy Our people are the foundation of our success and are our most important resource.
We strive to create a welcoming and open environment, ensuring the best ideas are heard and valued regardless of the position or the individual. We believe these ideals will continue to drive our success.
We strive to foster a welcoming and open environment in which the best ideas are heard and valued, regardless of position or individual. We believe these principles will continue to drive our success.
Each of our steel mills can and do roll many different types and sizes of products; therefore, our capacity estimates assume a typical product mix. ​ 11 Table of Contents The following chart summarizes our steel operations primary products and the estimated percentage of tons sold by end market: 12 Table of Contents SHEET STEEL PRODUCTS Our sheet steel products, consisting of hot rolled, cold rolled and coated steel products are currently produced by our Butler, Columbus, and Sinton Flat Roll Divisions, and our numerous downstream coating lines, including The Techs, Heartland Flat Roll Division, and USS (Steel Processing divisions).
Each of our steel mills is capable of producing a wide range of products and sizes; accordingly, capacity estimates assume a typical product mix. ​ 11 Table of Contents The following chart summarizes our steel operations primary products and the estimated percentage of tons sold by end market: 12 Table of Contents SHEET STEEL PRODUCTS Our sheet steel products, consisting of hot rolled, cold rolled and coated steel products are produced by our Butler, Columbus, and Sinton Flat Roll Divisions, and our numerous downstream coating lines, including The Techs and the Heartland Flat Roll Division.
BUSINESS ​ ​ ​ Steel Dynamics, Inc. is one of the largest domestic steel producers and metal recyclers in the United States, based on estimated steelmaking and steel coating capacity of approximately 16 million tons and actual metals recycling volumes as of December 31, 2024, with one of the most diversified product and end market portfolios in the domestic steel industry, combined with meaningful downstream steel fabrication operations.
Steel Dynamics is one of the largest domestic steel producers and metals recyclers in North America based on estimated steelmaking and steel coating capacity of approximately 16 million tons and actual metals recycling volumes as of December 31, 2025, with one of the most diversified product and end market portfolios in the domestic steel industry, combined with a meaningful downstream steel fabrication platform.
During 2024 and 2023 we consumed 13.0 million tons and during 2022 we consumed 12.0 million tons of metallic materials in our steelmaking furnaces, of which iron units other than scrap represented approximately 15% of the tons in 2024 and 2023, and 13% of the tons in 2022. Energy Resources Electricity.
During 2025, 2024, and 2023 we consumed 13.0 million tons of metallic materials in our steelmaking furnaces, of which iron units other than scrap represented approximately 13% of the tons in 2025, and 15% of the tons in 2024 and 2023. Aluminum Scrap Metals.
Schneider served as our Senior Vice President, Flat Roll Steel Group, between March 2016 and February 2023, responsible for the company’s entire flat roll steel operations, including the company’s three flat roll steel mills and numerous flat rolled processing, coating, and distribution operations. Before that, Mr.
Schneider served as Senior Vice President, Flat Roll Steel Group, responsible for the company’s entire flat roll steel operations, including the company’s three flat roll steel mills and numerous flat rolled processing, coating, and distribution operations. Mr.
Our deck products include a full range of steel decking: roof, form, cellular, composite floor, specialty architectural, floor systems, and bridge deck. Customers and Markets . Our primary steel fabrication operations customers are non-residential steel fabricators, metal building companies, general construction contractors, developers, owners, brokers, and governmental entities. Our customers are located throughout the United States, including national accounts.
Our deck products include roof deck, form deck, cellular deck, composite floor deck, specialty architectural deck, floor systems, and bridge deck. Customers and Markets . Our steel fabrication operations primarily serve non-residential steel fabricators, metal building companies, general construction contractors, developers, property owners, brokers, and governmental entities. Our customers are located throughout the United States.
While we believe we operate some of the most efficient steel operations in the world, we recognize the need for continuous improvement. In 2023, we began construction of a biocarbon production facility located in Columbus, Mississippi. The facility will use high-temperature pyrolysis to convert sustainably sourced biomass to high-purity biocarbon.
While we believe we operate some of the most efficient steel mills in the world, we recognize the need for continuous improvement. Our biocarbon production facility located in Columbus, Mississippi uses high-temperature pyrolysis to convert sustainably sourced biomass to high-purity biocarbon.
Our leadership objectives are closely aligned with our shareholders through meaningful stock ownership positions and performance-based incentive compensation programs that are correlated to the company’s profitability and operational performance in relationship to our steel manufacturing peers. We emphasize decentralized operational decision making and responsibility, while continuing to maintain appropriate corporate governance and risk oversight.
Our leadership objectives are closely aligned with our shareholder interests through meaningful stock ownership and performance-based incentive compensation programs that are tied to the company’s profitability and operational performance in relation to our steel manufacturing peers. We emphasize decentralized operational decision making and accountability, while maintaining appropriate corporate governance and risk oversight.
Schneider served in various 6 Table of Contents operational and leadership roles within the company’s steel operations, including our Engineered Bar Products Division and Butler Flat Roll Division. He was also a part of the team that constructed the company’s first steel mill in Butler, Indiana in 1994. Mr.
Schneider has been with Steel Dynamics since 1995, serving in various operational and leadership roles within the company’s steel operations, including our Engineered Bar Products Division and Butler Flat Roll Division. He was also a part of the team that constructed the company’s first steel mill in Butler, Indiana. Mr.
Research and Development Our research and development activities have consisted of efforts to expand, develop, and improve our products and operating processes, such as our Sinton Flat Roll Division, and our efforts to develop and improve renewable product alternatives, such as our construction of a biocarbon production facility.
Research and Development Our research and development activities have consisted of efforts to expand, develop, and improve our products and operating processes, including those at our recycled aluminum flat rolled products mill and Sinton Flat Roll Division, as well as our efforts to develop and improve renewable product alternatives, such as our biocarbon production facility.
We empower our teams with performance goals, align their interests with the company’s long-term strategy, provide them with the right tools and resources, and watch them succeed. Our performance-based incentive compensation programs align with the interests of our strategic long-term growth, our customers, communities, and shareholders.
We empower our teams by setting clear performance goals, aligning their interests with the company’s long-term strategy, and providing the right tools and resources needed to succeed. Our performance-based incentive compensation programs align with our strategic long-term growth objectives and the interests of our customers, communities, and shareholders.
We intend for each individual to arrive at the workplace safely and return home safely each day. This is achievable when we all work together. It requires commitment from leadership and team members at every level to take ownership and responsibility for their safety and the safety of others.
Our goal is for every individual to arrive at the workplace safely and return home safely each day. Achieving this requires commitment from leadership and team members at every level to take ownership and responsibility for their safety and the safety of others.
The various components of our compensation programs promote a balance of high-return growth, effective capital investment, low-cost operations, and risk mitigation.
The components of our compensation programs are designed to balance high-return growth, disciplined capital investment, low-cost operations, and effective risk mitigation.
We compete with other North American joist and steel deck producers primarily on the basis of price, quality, customer service, and proximity to the customer.
We compete with other North American aluminum flat rolled products producers primarily on the basis of price, quality, customer service, and proximity to the customer.
Differentiated Model - Uniquely Steel Dynamics Competitively advantaged differentiation in everything we do is core to our long-term value creation strategy.
Differentiated Model - Uniquely Steel Dynamics Competitively advantaged differentiation is central to our long-term value creation strategy.
We shipped the following from our metals recycling operations: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2024 ​ 2023 ​ 2022 ​ ​ ​ Ferrous metal total (gross tons) 5,850,544 ​ 5,792,484 ​ 5,314,318 ​ ​ ​ Shipments to our steel mills 3,656,034 ​ 3,593,328 ​ 3,488,206 ​ ​ ​ Percent of total to our steel mills 62% ​ 62% ​ 66% ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Nonferrous metals (thousands of pounds) 965,491 ​ 970,445 ​ 923,319 ​ ​ ​ We sell various grades of processed ferrous scrap primarily to steel mills and foundries.
We shipped the following from our metals recycling operations: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2025 ​ 2024 ​ 2023 ​ ​ ​ Ferrous metal total (gross tons) 6,160,797 ​ 5,850,544 ​ 5,792,484 ​ ​ ​ Shipments to our steel mills 4,013,035 ​ 3,656,034 ​ 3,593,328 ​ ​ ​ Percent of total to our steel mills 65% ​ 62% ​ 62% ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Nonferrous metals (thousands of pounds) 916,502 ​ 965,491 ​ 970,445 ​ ​ ​ We sell various grades of processed ferrous scrap primarily to steel mills and foundries.
Our six strategic pillars and the team’s execution of them each day has driven our success and sustainability. ​ ● Health & Safety – Safety is our primary focus and core value. Nothing surpasses the importance of creating and maintaining a safe work environment.
The consistent execution of our six strategic pillars drives our long-term success and sustainability. ​ ● Health & Safety – Safety is our primary focus and core value. Nothing surpasses the importance of creating and maintaining a safe work environment.
Millett ​ 65 ​ Co-founder, Chairman, and Chief Executive Officer Theresa E. Wagler ​ 54 ​ Executive Vice President, Chief Financial Officer, and Corporate Secretary Barry T. Schneider ​ 56 ​ President and Chief Operating Officer Miguel Alvarez ​ 57 ​ Senior Vice President, Metals Recycling James S.
Millett ​ 66 ​ Co-founder, Chairman, and Chief Executive Officer Barry T. Schneider ​ 57 ​ President and Chief Operating Officer Theresa E. Wagler ​ 55 ​ Executive Vice President, Chief Financial Officer, and Corporate Secretary Miguel Alvarez ​ 58 ​ Senior Vice President, Aluminum Group James S.
We sold 607,000, 663,000, and 856,000 tons of joist and deck products during 2024, 2023, and 2022, respectively. Products. Our steel fabrication operations produce steel non-residential building components, including steel joists, girders, and steel deck. Our joist products include bowstring, arched, scissor, double-pitched, and single-pitched joists.
We sold approximately 561,000, 607,000, and 663,000 tons of joist and deck products during 2025, 2024, and 2023, respectively. Products. Our steel fabrication operations manufacture non-residential building components, including steel joists, joist girders, and steel deck systems. Our joist products include standard joists and girders, as well as specialty configurations including bowstring, arched, scissor, double-pitched, and single-pitched joists.
This also allows us to provide consistent on-time delivery to our customer base with relatively short lead times, further solidifying our customer relationships. ​ This diversified portfolio of products enables us to access a broad range of markets, serve a large customer base, and helps mitigate our market exposure to any one product or sector, resulting in increased through-cycle steel mill utilization.
This proximity also allows us to provide consistent, on-time delivery with relatively short lead times, further strengthening our customer relationships. ​ This diversified product portfolio enables us to access a broad range of markets and serve a large customer base, while helping to mitigate exposure to any single product or end market and supporting higher through-cycle mill utilization.
Mr. Bickford earned a bachelor’s degree in civil engineering from Ohio University. ​ Human Capital / Valuing People We value the dedicated people whose passion, innovation, and spirit of excellence have helped successfully grow our company and serve our customers. We have a culture of trust, fostered through individual empowerment and accountability that drives decision-making throughout our business.
Human Capital / Valuing People We value the dedicated people whose passion, innovation, and spirit of excellence have helped successfully grow our company and serve our customers. Our culture of trust is fostered through individual empowerment and accountability that drives decision making throughout our organization.
We believe that our intermediate steel processor and service center customers will remain an integral part of our customer base. The Columbus and Sinton Flat Roll Divisions allow us to capitalize on the industrial markets in the Southern United States and Mexico, as well as further expand our customer base in painted, line pipe, and other pipe products.
We believe steel processors and service centers will continue to be an integral part of our customer base. Our Columbus and Sinton Flat Roll Divisions enable us to capitalize on industrial markets in the Southern United States and Mexico and to further expand our customer base for painted products, line pipe, and other pipe applications.
Most of these research and development efforts have been conducted in-house by our team members. 19 Table of Contents Environmental Matters Our operations are subject to substantial and evolving environmental, health and safety laws and regulations concerning, among other things, emissions to the air, discharges to surface and ground water and to sewer systems, and the generation, handling, storage, transportation, treatment and disposal of solid and hazardous wastes and secondary materials.
Environmental Matters Our operations are subject to substantial and evolving environmental, health and safety laws and regulations concerning, among other things, emissions to the air, discharges to surface and ground water and to sewer systems, use of water, and the generation, handling, storage, transportation, treatment and disposal of solid and hazardous wastes and secondary materials.
We will use this biocarbon as a renewable replacement for anthracite in our steelmaking operations, which could result in as much as a 35% reduction in our steel mills’ Scope 1 GHG absolute emissions. The facility is projected to begin operations in the first half of 2025.
We plan to use this biocarbon as a renewable replacement for anthracite in our steelmaking operations, which could result in as much as a 35% reduction in our steel mills’ Scope 1 GHG absolute emissions. The facility began operations in the second half of 2025. This investment represents a significant step toward the decarbonization of our steel mills.
We believe diversity within our teams enhances broad-based thinking, innovation, and value creation. Our common goal of consistently achieving excellence in all we do is reflected in the esprit de corps that permeates our team. ​ Diversified, Value-Added Product Offerings and Supply-Chain Solutions We have one of the most diversified, high-margin product offerings within the domestic steel industry.
Our common goal of consistently achieving excellence in all we do is reflected in the esprit de corps that permeates our team. ​ Diversified, Value-Added Product Offerings and Supply-Chain Solutions We have one of the most diversified, high-margin product portfolios in the domestic steel industry and a proven track record of profitable growth.
Steel processors and service centers typically act as intermediaries between primary sheet steel producers and the many end-user manufacturers that require further processing of hot roll coils. The additional processing performed by the intermediate steel processors and service centers include pickling, galvanizing, cutting to length, slitting to size, leveling, blanking, shape correcting, edge rolling, shearing, and stamping.
Cold rolled and coated products are considered value-added products: ​ Customers. Steel processors and service centers typically act as intermediaries between primary sheet steel producers and end-user manufacturers that require additional processing of hot-rolled coils. Processing performed by these intermediaries includes pickling, galvanizing, cutting to length, slitting, leveling, blanking, shape correcting, edge rolling, shearing, and stamping.
Mr. Schneider is responsible for the company’s steel platform, steel fabrication platform, and metals recycling platform. Before that, Mr.
Schneider is responsible for the company’s steel platform, steel fabrication platform, and metals recycling platform, and oversees information technology and innovation. Prior to that, Mr.
Depending upon the scrap substitute material that may be available from time to time, and the relative cost of such material, the percentage of scrap used in our steelmaking operations could be increased or reduced in our metallic melt mix. Many variables can impact ferrous scrap prices, all of which reflect the pushes and pulls of the supply-demand equation.
Depending upon the scrap substitute material that may be available from time to time, and the relative cost of such material, the percentage of scrap used in our steelmaking operations could be increased or reduced in our metallic melt mix. Iron Units.
We are developing our property to allow customers to locate on-site, with one customer already committed to co-locating and others expected to co-locate at the rolling mill site in Columbus, enhancing cost efficiencies and reducing emissions across the supply chain.
We have developed our real estate to 18 Table of Contents allow customers to co-locate on-site, with one customer already in the construction process and others expected to co-locate at the rolling mill site in Columbus, enhancing cost efficiencies and reducing emissions across the supply chain. Competition.
Generally, as domestic steel production increases, so does scrap demand and resulting scrap prices. The reverse is also normally, but not always, true with scrap prices following steel prices downward when supply exceeds demand.
In addition, historical domestic ferrous scrap prices typically have a strong correlation and spread to global pig iron pricing. Generally, as domestic steel production increases, so does ferrous scrap demand and resulting scrap prices. The reverse is also normally, but not always, true with scrap prices following steel prices downward when supply exceeds demand.
Refer to Notes 1 and 12 in the notes to consolidated financial statements in Part II, Item 8 of this Form 10-K for additional segment information. ​ 10 Table of Contents Steel Operations Segment ​ Steel operations consist of our EAF steel mills, producing steel from ferrous scrap and scrap substitutes, utilizing continuous casting and automated rolling mills, and numerous steel coating, processing lines and warehouse operations.
Our team member population is representative of our industry and the communities where we live and work. ​ Segments Refer to Notes 1 and 12 in the notes to consolidated financial statements in Part II, Item 8 of this Form 10-K for additional segment information. ​ 10 Table of Contents Steel Operations Segment ​ Our steel operations consist of electric arc furnace steel mills that produce steel from ferrous scrap and scrap substitutes, using continuous casting and automated rolling mills, along with numerous steel coating, processing, and warehouse operations.
We distinguish ourselves in every aspect of our business through an overarching spirit of excellence. ​ 3 Table of Contents Unique Entrepreneurial Culture Our entrepreneurial culture is the foundation of our success and is driven by our extensive, performance-based incentive compensation philosophy for those on the plant floor to our senior leadership team.
We distinguish ourselves across all aspects of our business through an overarching culture of excellence that drives how we operate, innovate, and serve our customers. ​ 3 Table of Contents Unique Entrepreneurial Culture Our entrepreneurial culture is the foundation of our success and is driven by our extensive, performance-based incentive compensation philosophy that spans from teammates on the plant floor to senior leadership.
Our metals recycling platform is the largest supplier of recycled ferrous scrap to our steel operations and is expected to be the largest supplier of recycled aluminum scrap to our aluminum operations. This allows us to reduce companywide working capital, as lower scrap inventory volume is required at our steel mills.
This circular model allows us to reduce companywide working capital, as lower scrap inventory volume is required at our steel mills and aluminum operations.
Our sheet steel operations represented 72%, 68%, and 77% of steel operations net sales in 2024, 2023, and 2022, respectively. We produced 9.5 million tons of sheet steel at these facilities in 2024, 9.2 million tons in 2023, and 8.3 million tons in 2022.
Distribution and steel processing is provided through USS and NPS. Our sheet steel operations represented 64%, 72%, and 68% of steel operations net sales in 2025, 2024, and 2023, respectively. We produced 10.0 million tons of sheet steel at these facilities in 2025, 9.5 million tons in 2024, and 9.2 million tons in 2023.
Our educational assistance and development programs encourage personal growth so individuals can remain current in their areas of responsibility, as well as develop new skills for advancement. Senior leadership plays a key role in our development programs, linking our culture to critical, proven leadership concepts.
Our educational assistance and development programs support personal growth by helping individuals remain current in their areas of responsibility while developing new skills for advancement. Senior leadership plays a key role in our development programs, reinforcing our culture and connecting it to proven leadership principles.
Our sheet steel operations also provide a substantial portion (64% in 2024) of the sheet steel utilized in our steel fabrication operations. 13 Table of Contents The following chart summarizes the types of end customers who purchased our sheet steel products, by sales dollars, during the respective years: ​ ​ LONG PRODUCTS Our long steel products consist of a wide array of differentiating products produced by our four mills and Vulcan Threaded Products, Inc.
NPS serves a wide range of customers, including those in agriculture, appliance, automotive, and construction industries, as well as other markets. ​ Our sheet steel operations also provide a substantial portion (62% in 2025) of the sheet steel utilized in our steel fabrication operations. ​ The following chart summarizes the types of end customers who purchased our sheet steel products, by sales dollars, during the respective years: ​ ​ LONG PRODUCTS Our long steel products consist of a broad range of differentiated products produced by our four mills, as well as Vulcan Threaded Products, Inc.
We have a national operating footprint that allows us to serve the entire domestic non-residential construction market including large retail chains and e-commerce distribution channels. Steel fabrication operations accounted for 10%, 15%, and 19% of our consolidated net sales during 2024, 2023, and 2022, respectively.
These facilities provide a national operating footprint that enables us to reach the entire domestic market, including large retail chains, e-commerce distribution facilities, data centers, manufacturing facilities, and schools. Steel fabrication operations accounted for 8%, 10%, and 15% of consolidated net sales during 2025, 2024, and 2023, respectively.
We also have approximately 4.6 million tons of long product steel capacity at our long products divisions. Capacities represent maximum estimated manufacturing capabilities based on steel mill configuration and related team member support. These capacities do not represent expected volumes in a given year. In addition, estimates of steel mill capacity are highly dependent on the specific product mix manufactured.
Capacities represent maximum estimated manufacturing capabilities based on steel mill configuration and related team member support and do not reflect expected production volumes in any given year. Estimates of steel mill capacity are also highly dependent on product mix.
These strategic principles drive long-term value creation for all of us. We are committed to operating our business in an environmentally responsible manner and have been since our founding.
These strategic principles guide long-term value creation for all of us. We are committed to operating our business in an environmentally responsible manner and have been since our founding. Our steel mills exclusively use EAF steelmaking technology, which uses recycled ferrous scrap as the primary raw material.
We know our teams will do what is right and that trust comes from effective communication and transparency.
We believe trust is reinforced through effective communication and transparency, and we are confident our teams will do what is right.
Anderson ​ 64 ​ Senior Vice President, Long Products Steel Group Chris A. Graham ​ 60 ​ Senior Vice President, Flat Roll Steel Group Richard A. Poinsatte ​ 58 ​ Senior Vice President and Treasurer Glenn A. Pushis ​ 59 ​ Senior Vice President, Special Projects Chad Bickford ​ 45 ​ Vice President, Steel Fabrication ​ Mark D.
Anderson ​ 65 ​ Senior Vice President, Long Products Steel Group Chris A. Graham ​ 61 ​ Senior Vice President, Flat Roll Steel Group Richard A. Poinsatte ​ 59 ​ Senior Vice President and Treasurer Matt Bell ​ 49 ​ Vice President, Metals Recycling Chad Bickford ​ 46 ​ Vice President, Steel Fabrication ​ Mark D.
Innovation in all forms is essential to our success, and our teams focus on how to do things “smarter” within our current operations, as well as how we continue to grow. This means creating solutions for our teammates, customers, suppliers, and other stakeholders. It also includes finding ways to “do business” with fewer resources and less environmental impact.
Innovation in all forms is essential to our success, and our teams focus on working smarter within existing operations while pursuing opportunities for continued growth. This includes developing solutions for our teammates, customers, suppliers, and other stakeholders, as well as finding ways to operate with fewer resources and less environmental impact.
Our Sinton Flat Roll Division purchases electricity at current market prices. Our Structural and Rail Division purchases electricity at current market prices and through fixed price forward contracts.
Our Sinton Flat Roll Division purchases electricity at current market prices.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeGovernment actions globally, including United States federal and state governmental actions, related to pandemics, epidemics, widespread illness or other health issues have historically impacted demand for our products, our supply chain, our employees, the economy generally, inflation and interest rates, and any similar future actions may result in similar or additional impacts. ​ 23 Table of Contents Industry Risks Related to our Business Our level of production and our sales and earnings are subject to significant fluctuations as a result of the cyclical nature of the steel industry and some of the industries we serve.
Biggest changeIndustry Risks Related to our Business Our level of production and our sales and earnings are subject to significant fluctuations as a result of the cyclical nature of the metals industries and some of the other industries we serve.
Should current or new tariffs, duties or quotas expire or be relaxed, repealed or circumvented by importers of steel and steel products, or should trade agreements be renegotiated, downward pressure may be exerted on United States steel and steel products prices, which may adversely affect our business, results of operations, financial condition and cash flows.
Should current or new tariffs, duties or quotas expire or be relaxed, repealed or circumvented by importers of steel and steel products, or should trade agreements be renegotiated, downward pressure may be exerted on United States steel and steel products prices, which may adversely affect our steel business, results of operations, financial condition and cash flows.
However, given environmental considerations of investors, customers and regulators, additional EAF mills may be constructed, or companies currently operating blast furnace mills may invest in EAF mills, leading to increased demand in ferrous scrap possibly resulting in higher scrap prices.
However, given environmental considerations of investors, customers and regulators, additional EAF mills may be constructed, or companies currently operating blast furnace mills may invest in EAF mills, leading to increased demand in ferrous scrap possibly resulting in higher ferrous scrap prices.
Compliance with environmental laws and regulations, which affect our EAF steelmaking, metals recycling, liquid pig-iron, and copper and aluminum production operations, is a significant factor in our business.
Compliance with environmental laws and regulations, which affect our EAF steelmaking, metals recycling, liquid pig-iron, aluminum, and copper production operations, is a significant factor in our business.
Increased use of alternative materials for any reason, including as a response to regulations or customer demands, could decrease demand for steel or force other steel producers into new products or markets that compete more directly with us, and combined with increased competition could cause us to lose market share, increase expenditures or reduce pricing, any one of which may adversely affect our business, financial condition, results of operations and cash flows.
Increased use of alternative materials for any reason, including as a response to regulations or customer demands, could decrease demand for steel and aluminum or force other producers into new products or markets that compete more directly with us, and combined with increased competition could cause us to lose market share, increase expenditures or reduce pricing, any one of which may adversely affect our business, financial condition, results of operations and cash flows.
The scrap metal recycling industry has historically been, and is expected to remain, highly cyclical and the prices for scrap have varied significantly in the past, may vary significantly in the future and do not necessarily fluctuate in tandem with the price of steel.
The scrap metal recycling industry has historically been, and is expected to remain, highly cyclical and the prices for scrap have varied significantly in the past, may vary significantly in the future and do not necessarily fluctuate in tandem with the price of steel and aluminum.
The availability and prices of raw materials and supplies, particularly those with positive environmental attributes, may also be negatively affected by new, existing or changing laws, regulations, sanctions or embargoes, including those that may impose output limitations or higher costs associated with climate change or GHG allocation by suppliers, interruptions in production, accidents or natural disasters, changes in exchange rates, global price fluctuations, the availability and cost of transportation, and competing uses, all of which may be heighted during times of war or hostilities.
The availability and prices of raw materials and supplies, particularly those with positive environmental attributes, may also be negatively affected by new, existing or changing laws, regulations, sanctions or embargoes, including those that may impose output limitations or higher costs associated with climate change or GHG allocation by suppliers, interruptions in production, accidents or natural disasters, changes in exchange rates, global price fluctuations, the availability and cost of transportation, and competing uses, all of which may be heightened during times of war or hostilities.
As a result of volatility in our industry or in the industries we serve, we may have difficulty increasing or maintaining our level of sales or profitability. A downturn in our industry or the industries we serve may adversely affect our business, results of operations, financial condition and cash flows.
As a result of volatility in our industries or in the industries we serve, we may have difficulty increasing or maintaining our level of sales or profitability. A downturn in our industries or the industries we serve may adversely affect our business, results of operations, financial condition and cash flows.
Steel producers require large amounts of raw materials, including ferrous scrap metal and scrap substitute products such as pig iron and pelletized iron, and other supplies such as zinc, graphite electrodes and ferroalloys.
Steel and aluminum producers require large amounts of raw materials, including ferrous and aluminum scrap metal and scrap substitute products such as pig iron and pelletized iron, and other supplies such as zinc, graphite electrodes and ferroalloys.
The prices for scrap are subject to market forces largely beyond our control, including demand by United States and foreign steel producers, freight costs and speculation.
The prices for scrap are subject to market forces largely beyond our control, including demand by United States and foreign steel and aluminum producers, freight costs and speculation.
We are involved from time to time in various litigation matters, including administrative proceedings, regulatory proceedings, governmental investigations, environmental matters, and commercial and construction contract disputes, none of which are currently expected to have a material impact on our financial conditions, results of operations or liquidity. For additional information regarding legal proceedings please refer to Item 3. Legal Proceedings .
We are involved from time to time in various litigation matters, including administrative proceedings, regulatory proceedings, governmental investigations, environmental matters, and commercial and construction contract disputes, none of which are currently expected to have a material impact on our financial condition, results of operations or liquidity. For additional information regarding legal proceedings please refer to Item 3. Legal Proceedings .
Similarly, delays, increased costs or the imposition of onerous conditions to the securing or renewal of permits may adversely affect these operations. Uncertainty regarding adequate pollution control levels, testing and sampling procedures, and new pollution control technology are factors that may increase our future compliance expenditures.
Similarly, delays, increased costs or the imposition of onerous conditions to the securing or renewal of permits may adversely affect these operations. Uncertainty regarding appropriate pollution control levels, testing and sampling procedures, and new pollution control technology are factors that may increase our future compliance expenditures.
Global and National Risks Related to our Business Our industry, as well as the industries of many of our customers and suppliers upon whom we are dependent, is affected by domestic and global economic factors including periods of slower than anticipated economic growth and the risk of a recession.
Global and National Risks Related to our Business Our industries, as well as the industries of many of our customers and suppliers upon whom we are dependent, are affected by domestic and global economic factors including periods of slower than anticipated economic growth and the risk of a recession.
A disruption of the credit markets could also result in financial instability of some of our customers and suppliers.
A disruption of the credit markets could also result in financial instability for some of our customers and suppliers.
This could lead to system interruption, production delays or downtimes and operational disruptions, and the disclosure, modification or destruction of sensitive data, which may adversely affect our reputation, customer and supplier relationships, financial results and results of operations, and could result in litigation or regulatory investigations, actions, fines or penalties, as well as increased cybersecurity monitoring and protection costs, including the cost or availability of insurance.
This could lead to system interruption, production delays or downtimes and operational disruptions, and the disclosure, modification or destruction of sensitive data, which may adversely affect our reputation, customer and supplier relationships, financial results and results of operations, and could result in litigation or regulatory investigations, actions, fines or penalties, as well as increased cybersecurity monitoring 27 Table of Contents and protection costs, including the cost or availability of insurance.
While our vertical integration into the metals recycling business and our liquid pig-iron operations are expected to enable us to continue being a cost-effective supplier to our own steelmaking operations, for some of our metallics requirements, we still rely on other metallics and raw material suppliers, as well as upon general industry supply conditions for the balance of our needs.
While our vertical integration with our metals recycling business and liquid pig-iron operations are expected to enable us to continue being a cost-effective supplier to our own steelmaking and aluminum operations, for some of our metallics requirements, we still rely on other metallics and raw material suppliers, as well as upon general industry supply conditions for the balance of our needs.
Global or domestic actions or conditions, including political actions, proposed or actual trade policies or restrictions, including tariffs or quotas, proposed or actual changes in tax laws, including the sunset of certain tax laws, proposed or actual regulation, including those related to the environment, interest rates, terrorism, acts of war or hostility, natural disasters, or pandemics, epidemics, widespread illness or other health issues, could result in changing economic conditions in the United States and globally, disruptions to or slowdowns in our business, our supply chain, or our global or domestic industry, or those of our customers or suppliers upon whom we are dependent.
Global or domestic actions or conditions, including political actions, proposed or actual trade policies or restrictions, including tariffs or quotas, proposed or actual changes in tax laws, including the imposition of new tax laws or sunset of certain tax laws, proposed or actual regulation, including those related to the environment, interest rates, terrorism, acts of war or hostility, natural disasters, or pandemics, epidemics, widespread illness or other health issues, could result in changing economic conditions in the United States and globally, disruptions to or slowdowns in our business, our supply chain, or our global or domestic industries, or those of our customers or suppliers upon whom we are dependent.
We are required to obtain and comply with environmental permits and licenses, and failure to obtain or renew or the violation of any permit or license may result in substantial fines and penalties, capital expenditures, operational changes, suspension of operations or the closure of a subject facility.
We are required to obtain 25 Table of Contents and comply with environmental permits and licenses, and failure to obtain or renew or the violation of any permit or license may result in substantial fines and penalties, capital expenditures, operational changes, suspension of operations or the closure of a subject facility.
Unexpected equipment downtime or shutdowns may adversely affect our business, financial condition, results of operations and cash flows. 29 Table of Contents Interruptions in our production capabilities may adversely affect our production costs, products available for sale and earnings during the affected period.
Unexpected equipment downtime or shutdowns may adversely affect our business, financial condition, results of operations and cash flows. Interruptions in our production capabilities may adversely affect our production costs, products available for sale and earnings during the affected period.
Additionally, cybersecurity vulnerabilities or attacks could result in an interruption of the functionality of our automated and electronically controlled manufacturing operating systems, which, if compromised, could cease, threaten, delay or slow down our ability to melt, roll or otherwise process 27 Table of Contents steel or any of our other products for the duration of such interruption.
Additionally, cybersecurity vulnerabilities or attacks could result in an interruption of the functionality of our automated and electronically controlled manufacturing operating systems, which, if compromised, could cease, threaten, delay or slow down our ability to melt, roll or otherwise process steel, aluminum or any of our other products for the duration of such interruption.
We are subject to numerous local, state, federal and international statutory and regulatory environmental requirements relating to, among other things: ● the generation, storage, treatment, handling and disposal of solid and hazardous wastes and secondary materials; ● the discharge of materials into the air, including periodic changes to the National Ambient Air Quality Standards and to emission standards; ● the management, treatment and discharge of wastewater and storm water; 25 Table of Contents ● the use and treatment of groundwater; ● the remediation of soil and groundwater contamination; ● climate change legislation or regulation; ● the need for and the ability to timely obtain air, water or other environmental permits; ● the timely reporting of certain chemical usage, content, storage and releases; ● the remediation and reclamation of land used in our operations; ● natural resource protections; and ● the protection of our employees’ health and safety.
We are subject to numerous local, state, federal and international statutory and regulatory environmental requirements relating to, among other things: ● the generation, storage, treatment, handling and disposal of solid and hazardous wastes and secondary materials; ● the discharge of materials into the air, including periodic changes to the National Ambient Air Quality Standards and to emission standards; ● the management, treatment and discharge of wastewater and storm water; ● the use and treatment of groundwater and surface water; ● the remediation of equipment, product, soil or water contamination; ● climate change legislation or regulation; ● the need for and the ability to timely obtain air, water or other environmental permits; ● the timely reporting of certain chemical usage, content, storage and releases; ● the remediation and reclamation of land used in or affected by our operations; ● natural resource protections; and ● the protection of our employees’ health and safety.
Under certain laws, a party can be held jointly and severally liable for all of the cleanup costs associated with a disposal site. In practice, a liable party often splits the costs of cleanup with other 26 Table of Contents potentially responsible parties.
Under certain laws, a party can be held jointly and severally liable for all of the cleanup costs associated with a disposal site. In practice, a liable party often splits the costs of cleanup with other potentially responsible parties.
Our manufacturing processes are dependent upon critical pieces of steelmaking equipment, such as our EAFs, continuous casters and rolling equipment, some of which are controlled by our information technology systems, as well as electrical equipment, such as transformers.
Our manufacturing processes are dependent upon critical pieces of equipment, such as our EAFs, continuous casters, aluminum melting, and rolling equipment, some of which are controlled by our information technology systems, as well as electrical equipment, such as transformers.
Occasionally, assumptions that we have made regarding products or businesses we have acquired or sought to develop, about the sustainability of markets we sought to exploit, or about industry conditions that underlie our decision making when we elected to capitalize a venture turn out differently than anticipated.
Occasionally, assumptions that we have made regarding products or businesses we have acquired or sought to develop, about the sustainability of markets in which we participate, or about industry conditions that underlie our decision making when we elected to capitalize a venture turn out differently than anticipated.
These expansions and transactions, including our recycled aluminum flat rolled products mill with an anticipated annual production capacity of 650,000 metric tons of finished products located in Columbus, Mississippi, may involve some or all of the following risks: ● the risk of entering business lines or product, domestic, or foreign markets, in which we have little experience, including the aluminum industry; ● the risk of a newly constructed facility being completed over budget or not on time, including due to equipment delays or labor shortages, or having delays or difficulties with its start-up; ● the risk of not being able to adequately obtain sufficient labor to efficiently build or staff a new facility, while maintaining our culture; ● the risk of expected markets, products, customers and demand for products produced by a new facility being lower than expected; ● the risk of new product development, technology development or customer acquisition and penetration being more costly or difficult than expected; ● the difficulty of competing for acquisitions and other growth opportunities with companies having materially greater financial resources than us; ● the inability to realize anticipated synergies or other expected benefits; ● the difficulty of integrating new or acquired operations and personnel into our existing operations, while maintaining our culture; ● the potential disruption of ongoing operations; ● the diversion of financial resources or management attention to new operations or acquired businesses; 28 Table of Contents ● the loss of key employees, customers or suppliers of acquired businesses; ● the potential exposure to unknown liabilities; ● the inability of management to maintain uniform standards, controls, procedures and policies; ● the difficulty of managing the growth of a larger company; ● the risk of becoming involved in labor, commercial, or regulatory disputes or litigation related to new operations or acquired businesses; ● the risk of becoming more highly leveraged; ● the risk of contractual or operational liability to other venture participants or to third parties as a result of our participation; ● the inability to work efficiently with joint venture or strategic alliance partners; and ● the difficulties of terminating joint ventures or strategic alliances.
These expansions and transactions may involve some or all of the following risks: ● the risk of entering business lines or product, domestic, or foreign markets, in which we have little experience, including the aluminum industry; ● the risk of a newly constructed facility being completed over budget or not on time, including due to equipment delays or labor shortages, or having delays or difficulties with its start-up, ramp-up or qualification of products; ● the risk of not being able to adequately obtain sufficient labor to efficiently build or staff a new facility, while maintaining our culture; ● the risk of expected markets, products, customers and demand for products produced by a new facility being lower than expected; ● the risk of new product development and qualification, technology development or customer acquisition and penetration being more costly, time-consuming or difficult than expected; ● the difficulty of competing for acquisitions and other growth opportunities with companies having materially greater financial resources than us; ● the inability to realize anticipated synergies or other expected benefits; ● the difficulty of integrating new or acquired operations and personnel into our existing operations, while maintaining our culture; ● the potential disruption of ongoing operations; ● the diversion of financial resources or management attention to new operations, acquisition targets or acquired businesses; ● the loss of key employees, customers or suppliers of acquired businesses; ● the potential exposure to unknown liabilities; ● the inability of management to maintain uniform standards, controls, procedures and policies; ● the difficulty of managing the growth of a larger company; ● the risk of becoming involved in labor, commercial, political, regulatory or other disputes or litigation related to new operations, acquisition targets or acquired businesses; ● the risk of becoming more highly leveraged; 28 Table of Contents ● the risk of contractual or operational liability to other joint venture participants or to third parties as a result of our participation; ● the inability to work efficiently with joint venture or strategic alliance partners; and ● the difficulties of terminating joint ventures or strategic alliances.
Accordingly, we periodically test goodwill, and other assets such as long-lived tangible assets and intangible assets, right of use assets and equity method investments when indicators of impairment are present, to determine whether their estimated fair value is in fact less than their value recorded on our balance sheet.
In such instances, the fair value of such assets may fall below their carrying value recorded on our balance sheet. 30 Table of Contents Accordingly, we periodically test goodwill, and other assets such as long-lived tangible assets and intangible assets, right of use assets and equity method investments when indicators of impairment are present, to determine whether their estimated fair value is in fact less than their value recorded on our balance sheet.
Our business is also dependent upon certain industries, such as construction, automotive, manufacturing, transportation, heavy and agriculture equipment, energy and pipe and tube (including OCTG) markets, and these industries are also cyclical in nature and may experience supply chain disruptions.
Our business is also dependent upon certain industries, such as construction, automotive, manufacturing, transportation, heavy and agricultural equipment, energy, food packaging, beverage can and pipe and tube (including OCTG) markets, and many of these industries are also cyclical in nature and may experience supply chain disruptions.
The global markets in which steel companies and scrap processors conduct business are highly competitive and became even more so due to consolidations in the steel and scrap industries. Additionally, in many applications, steel competes with other materials, such as aluminum, cement, composites, plastics, carbon fiber, glass and wood.
The global markets in which steel and aluminum companies and scrap processors conduct business are highly competitive and became even more so due to consolidations in these industries. Additionally, in many applications, steel and aluminum compete with other materials, such as aluminum or steel, as the case may be, cement, composites, plastics, carbon fiber, titanium, tin, glass, wood, and paperboard.
Failure to do so may adversely affect our business, financial condition, results of operations and cash flows. Our senior unsecured credit facility contains, and any future financing agreements may contain, restrictive covenants that may limit our flexibility.
Failure to do so may adversely affect our business, financial condition, results of operations and cash flows. Our existing debt agreements contain, and any future financing agreements may contain, restrictive covenants that may limit our flexibility.
The principal raw material of our EAF steel operations is recycled ferrous scrap derived from, among other sources, “home scrap,” generated internally at steel mills themselves; industrial scrap, generated as a by-product of manufacturing; obsolete scrap, recycled from end-of-life automobiles, appliances and machinery; and demolition scrap, recycled from obsolete structures, containers and machines.
The principal raw materials of our EAF steel operations and aluminum operations are recycled scrap derived from, among other sources, “home scrap,” generated internally at steel and aluminum mills themselves; industrial scrap, generated as a by-product of manufacturing; obsolete scrap, recycled from end-of-life automobiles, appliances, machinery, food packaging and used beverage cans; and demolition scrap, recycled from obsolete structures, containers and machines.
We are subject to cybersecurity threats and may face risks to the security of our sensitive data and information technology which may adversely affect our business, results of operations, financial condition and cash flows.
Any inability to secure scrap for our steelmaking and aluminum operations could adversely affect our business, results of operations, financial condition and cash flows. We are subject to cybersecurity threats and may face risks to the security of our sensitive data and information technology which may adversely affect our business, results of operations, financial condition and cash flows.
Additionally, our inability to pass on all or a substantial part of any cost increases, whether due to positive environmental attributes, inflation, supply and demand imbalances, or otherwise, or to provide for our customers’ needs because of the potential unavailability of raw materials, supplies or required environmental attributes, may result in production slowdowns or curtailments or may otherwise adversely affect our business, financial condition, results of operations and cash flows. 24 Table of Contents The cost and availability of electricity, natural gas, oil and other energy resources are subject to volatile market conditions.
Additionally, our inability to pass on all or a substantial part of any cost increases, whether due to positive environmental attributes, inflation, supply and demand imbalances, or otherwise, or to provide for our customers’ needs because of the potential unavailability of raw materials, supplies or required environmental attributes, may result in production slowdowns or curtailments or may otherwise adversely affect our business, financial condition, results of operations and cash flows.
We have experienced and in the future may experience plant shutdowns or periods of reduced production as a result of equipment failures or other events. Supply chain disruptions and labor shortages have and may continue to exacerbate the effects of equipment failures. These disruptions may adversely affect our business, financial condition, results of operations and cash flows.
We have experienced and in the future may experience plant shutdowns or periods of reduced production as a result of equipment failures or other events. Supply chain disruptions and labor shortages have and may continue to exacerbate the effects of equipment failures.
This equipment may, on occasion, be out of service as a result of unanticipated failures or other events, including equipment failure, power surges, cybersecurity breaches or attacks or system failures. Further, we have experienced and may continue to experience inefficiencies at our Sinton Flat Roll Division, including those related to major equipment failures.
This equipment may, on occasion, be out of service as a result of unanticipated failures or other events, including equipment failure, power surges, cybersecurity breaches or attacks or system failures. Further, we have experienced and may continue to experience inefficiencies during the start-up and ramp-up of new facilities, including those related to major equipment failures.
To achieve these goals, our operational costs may increase and we have had and will continue to have additional capital expenditures, some of which we may not be able to pass along to our customers.
We believe that achievement of these goals will comport with expectations of our customers and investors, but certain customers and investors may have differing requirements. To achieve these goals, our operational costs may increase, and we have had and will continue to have additional capital expenditures, some of which we may not be able to pass along to our customers.
This, in turn, has led to and may further lead to increased domestic demand for ferrous scrap resulting in increased scrap prices. Our results of operations, financial condition and cash flows are driven primarily from the metal spread achieved from the price we sell steel and steel products compared to the price of our metallic raw materials, including scrap.
Our steel operations financial condition, results of operations, and cash flows are driven primarily from the metal spread achieved from the price we sell steel and steel products compared to the price of our metallic raw materials, including scrap.
Delays in achieving full operational capacity at our Sinton Flat Roll Division has and may continue to, and any delays in our recycled aluminum flat rolled products mill may, adversely affect our prospects, business, financial condition, results of operations and cash flows.
Delays in achieving full operational capacity at our new facilities has adversely affected and may continue to adversely affect our prospects, business, financial condition, results of operations and cash flows.
In addition, a slowdown of industrial production in the United States reduces the supply of industrial grades of metal to the metals recycling industry, resulting in our having less recyclable metal available to process and sell.
In addition, a slowdown of industrial or other scrap sources, such as used beverage cans, production in the United States reduces the supply of industrial grades of metal to the metals recycling industry, resulting in our having less recyclable metal available to process, sell, or consume for our steelmaking or aluminum operations.
The timing, magnitude and duration of these cycles and the resulting price fluctuations are difficult to predict. The sale of our manufactured steel products is directly affected by demand for our products in other cyclical industries, such as construction, automotive, manufacturing, transportation, heavy and agriculture equipment, energy and pipe and tube (including OCTG) markets.
The sale of our manufactured steel and aluminum products is directly affected by demand for our products in other cyclical industries, such as construction, automotive, manufacturing, transportation, heavy and agricultural equipment, energy, food packaging, beverage can and pipe and tube (including OCTG) markets.
Economic difficulties, stagnant or slow global economies, supply and demand imbalances, supply chain disruptions, periods of heightened inflation or high interest rates, and currency fluctuations in the United States or globally may decrease the demand for our products or increase the amount of imports of steel into the United States, which may decrease our sales, margins and profitability.
Economic difficulties, stagnant or slow global economies, supply and demand imbalances, supply chain disruptions, periods of heightened inflation or high interest rates, and currency fluctuations in the United States or globally may decrease the demand for our products or increase the amount of imports of steel or aluminum into the United States, which may decrease our sales, margins and profitability. 23 Table of Contents Volatility and major fluctuations in prices and availability of scrap metal, scrap substitutes and supplies, and our potential inability to pass higher costs on to our customers, may constrain operating levels and reduce profit margins.
Because cleanup liability can in some cases be imposed retroactively on activities that occurred many years ago, and because federal and state agencies are still discovering sites that pose a threat to public health or the environment, we can provide no assurance that we will not become liable for significant costs associated with investigation and remediation of cleanup sites.
Because cleanup liability can in some cases be imposed retroactively on activities that occurred many years ago, and because federal and state agencies are still discovering sites that pose a threat to public health or the environment, we can provide no assurance that we will not become liable for significant costs associated with investigation and remediation of cleanup sites. ​ 26 Table of Contents Operational and Commercial Risks Related to our Business We may face significant price and other forms of competition from other steel and aluminum producers, scrap processors and alternative materials, which may adversely affect our business, financial condition, results of operations and cash flows.
Further, additional EAF steel mill construction or blast furnace mills investing in EAF mills could increase the demand for scrap, potentially resulting in higher scrap prices or periods of decreased scrap supply. Any inability to secure scrap for our EAF steel mills could adversely affect our business, results of operations, financial condition and cash flows.
Further, additional EAF steel mill or aluminum production facility construction or blast furnace mills investing in EAF mills could increase the demand for ferrous and aluminum scrap, potentially resulting in higher scrap prices or periods of decreased scrap supply.
We consume large amounts of energy to melt scrap, reheat semi-finished products for rolling into finished products and perform other steps necessary to our production process. We rely on third parties for the supply of energy resources we require in our production activities.
The cost and availability of electricity, natural gas, oil and other energy resources are subject to volatile market conditions. We consume large amounts of energy to melt scrap, reheat semi-finished products for rolling into finished products and perform other steps necessary to our production process.
The steel manufacturing business is cyclical in nature, and the selling price of the steel we make may fluctuate significantly due to many factors beyond our control. Furthermore, a number of our products are commodities, subject to their own cyclical fluctuations in supply and demand in both metal consuming and metal generating industries, including the construction and manufacturing industries.
The steel and aluminum manufacturing business is cyclical in nature, and the selling price of the products we make may fluctuate significantly due to many factors beyond our control.
As a major producer of galvanized steel products, we purchase and consume a large amount of zinc, which if purchased at high prices, may adversely affect our profit margins. Any inability to secure a consistent, cost-effective and timely supply of our raw materials and supplies may adversely affect our business, financial condition, results of operations and cash flows.
Any inability to secure a consistent, cost-effective and timely supply of our raw materials and supplies may adversely affect our business, financial condition, results of operations and cash flows.
We are taking further action to reduce our environmental footprint through our 2025, 2030, and 2050 goals for GHG emission reduction and increased renewable energy usage. We believe that achievement of these goals will comport with expectations of our customers and investors, but certain customers and investors may have differing requirements.
Customers, investors and regulators have increased their focus on the environment, GHG emissions and sustainability. We are committed to the environment and sustainability. We are taking further action to reduce our environmental footprint through our 2030 and 2050 goals for GHG emission reduction and increased renewable energy usage.
Prolonged blackouts, curtailments or disruptions caused by natural disasters or by political or environmental considerations would substantially disrupt our production. Since a significant portion of our finished products are delivered by truck, unforeseen fluctuations in the price of fuel would also adversely affect our costs or the costs of many of our customers.
Since a significant portion of our finished products are delivered by truck, unforeseen fluctuations in the price of fuel would also adversely affect our costs or the costs of many of our customers. 24 Table of Contents Increased environmental, GHG emissions and sustainability considerations from our customers and investors or related regulations could affect demand for our products and add significant costs.
Although we anticipate being able to effectively compete in the aluminum industry, along with the other risks described herein, including delays or difficulties with our start-up, we may face unexpected and enhanced competition, which may adversely affect the expected contributions of our aluminum operations and our resulting business, financial condition, results of operations and cash flows.
These disruptions may adversely affect our business, financial condition, results of operations and cash flows. We may experience difficulties in the launch or production ramp-up of new products which may adversely affect our business.
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Additionally, at times when iron ore prices are low, disruption of the scrap price correlation to iron ore may occur, which may lead to reduced global costs to produce steel, further depressing steel import prices.
Added
This, in turn, has led to and may further lead to increased domestic demand for ferrous scrap resulting in increased scrap prices.
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Pandemics, epidemics, widespread illness or other health issues may adversely affect our business, results of operations, financial condition, cash flows, liquidity, and stock price. Pandemics, epidemics, widespread illness or other health issues may adversely affect our business, results of operations, financial condition, cash flows, liquidity and stock price.
Added
Furthermore, a number of our products are commodities, subject to their own cyclical fluctuations in supply and demand in both metal consuming and metal generating industries, including the construction and manufacturing industries. The timing, magnitude and duration of these cycles and the resulting price fluctuations are difficult to predict.
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Volatility and major fluctuations in prices and availability of scrap metal, scrap substitutes and supplies, and our potential inability to pass higher costs on to our customers, may constrain operating levels and reduce profit margins.
Added
Additionally, the construction of any new aluminum flat rolled products mills may also lead to increased demand in aluminum scrap possibly resulting in higher aluminum scrap prices.
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Increased environmental, GHG emissions and sustainability considerations from our customers and investors or related regulations could affect demand for our products and add significant costs. Customers, investors and regulators have increased their focus on the environment, GHG emissions and sustainability. We are committed to the environment and sustainability.
Added
We rely on third parties for the supply of energy resources we require in our production activities.
Removed
Operational and Commercial Risks Related to our Business We may face significant price and other forms of competition from other steel and aluminum producers, scrap processors and alternative materials, which may adversely affect our business, financial condition, results of operations and cash flows.
Added
Prolonged blackouts, curtailments or disruptions caused by, among other things, natural disasters or by political or environmental considerations would substantially disrupt our production.
Removed
Additionally, our recycled aluminum flat rolled products mill with an anticipated annual production capacity of 650,000 metric tons of finished products located in Columbus, Mississippi is expected to produce commercially viable products by mid-year 2025.
Added
Delayed delivery of our products to customers who require on-time delivery from us may cause customers to purchase alternative products, reschedule their own production, or incur other incremental costs.
Removed
In such instances, the fair value of such assets may fall below their carrying value recorded on our balance sheet.
Added
Customers may be able to pursue financial claims against us for their incremental costs, and we may incur costs to correct such problems in addition to any liability resulting from such 29 Table of Contents claims. Interruptions may also harm our reputation among actual and potential customers, potentially resulting in a loss of business.
Added
As we ramp up manufacturing processes for newly introduced products, we may experience difficulties, including manufacturing disruptions, delays, or other complications, which could adversely affect our ability to serve our customers, our reputation, our costs of production and, ultimately, our business, financial condition, results of operations and cash flows. Our aluminum operations depend on a core group of significant customers.
Added
We have a relatively concentrated group of aluminum customers. Most of these customers have one or more sizable sales agreements with us.
Added
If one or more of these customers experienced a prolonged period of adverse demand, depressed business activity or financial distress, if any of these customers breached or sought relief from its contractual obligations under its sales agreements with us or if any of these customer relationships otherwise ended or materiality deteriorated and such lost business was not successfully replaced, our aluminum operations financial condition, results of operations, and cash flows may be adversely affected.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeThe ISG is an internal working group that collaborates with the Director of Information Security to ensure our cybersecurity program is adequately responsive to the evolving threat landscape.
Biggest changeThis group contains members with a master’s degree in information security, as well as individuals with over 20 years of experience in cybersecurity. The ISG is an internal, collaborative working group that ensures our cybersecurity program is adequately responsive to the evolving threat landscape. ​ ​ 32 Table of Contents
On a quarterly basis, the Audit Committee is informed by management concerning the status of existing and new cybersecurity risks, status of how management is addressing and mitigating those risks, cybersecurity and data privacy incidents (if any), and status of key information security initiatives.
On a quarterly basis, the Audit Committee is informed by management concerning the status of existing and new cybersecurity risks, status of how management is addressing and mitigating those risks, material cybersecurity and data privacy incidents (if any), and status of key information security initiatives.
In the event an incident is determined by the Information Security Team to be a high severity level, our cross functional team, with expertise in various disciplines, will assess the incident to determine if it has had a material affect or is reasonably likely of having a material effect on the Company’s business strategy, results of operations, or financial condition. 31 Table of Contents ​ We do not believe that risks from cybersecurity threats, including as a result of any previous cybersecurity incidents, have materially affected or are reasonably likely to materially affect our overall business strategy, results of operations, or financial condition over the long term.
In the event an incident is determined by the Information Security Team to be a high severity level, our cross functional team, with expertise in various disciplines, will assess the incident to determine if it has had a material affect or is reasonably likely of having a material effect on the Company’s business strategy, results of operations, or financial condition. ​ We do not believe that risks from cybersecurity threats, including as a result of any previous cybersecurity incidents, have materially affected or are reasonably likely to materially affect our overall business strategy, results of operations, or financial condition over the long term.
Our policies, procedures, and processes follow recognized frameworks established by the National Institute of Standards and Technology (“NIST”), as well as other relevant standards.
Our policies, procedures, and processes utilize recognized frameworks established by the National Institute of Standards and Technology (“NIST”), as well as other relevant standards.
The information security training and awareness program engages personnel through training modules on how to identify potential cybersecurity risks and protect the Company’s resources and information.
The information security training and awareness program engages personnel through training modules on how to identify potential cybersecurity risks and protect our resources and information.
These risks include, among other things: operational risks, intellectual property theft, fraud, extortion, harm to team members or customers, and violations of data privacy or security laws. ​ Our Director of Information Security is responsible for leading the Information Security Team which has established a cybersecurity risk management program of policies and processes for assessing, identifying, and managing risk from cybersecurity threats.
These risks include, among other things: operational risks, intellectual property theft, fraud, extortion, harm to team members or customers, and violations of data privacy or security laws. ​ Our Information Security Team has established a cybersecurity risk management program of policies and processes for assessing, identifying, and managing risk from cybersecurity threats.
From time to time, the Company’s program is reviewed and validated by internal and external experts. ​ In general, our incident response process follows the NIST framework and focuses on four phases: (i) preparation; (ii) detection and analysis; (iii) containment, eradication, and recovery; and (iv) post-incident remediation.
From time to time, the Company’s program is reviewed and validated by internal and external experts. ​ 31 Table of Contents In general, our incident response process utilizes the NIST framework and focuses on four phases: (i) preparation; (ii) detection and analysis; (iii) containment, eradication, and recovery; and (iv) post-incident remediation.
As cybersecurity incidents occur, including at third party providers, the Director of Information Security leads the Information Security Team through a standardized incident response process that focuses on responding to and containing the threat, minimizing any business impact, and evaluating its severity level.
As cybersecurity incidents occur, including at third party providers, the Information Security Team engages in a standardized incident response process that focuses on responding to and containing the threat, minimizing any business impact, and evaluating its severity level.
Removed
Our Director of Information Security has over twenty years of cybersecurity experience, has completed a Masters in Homeland Security, with an emphasis on cybersecurity, and holds several cybersecurity certifications. ​ ​ 32 Table of Contents

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeBusiness. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Site ​ Site ​ ​ ​ ​ ​ ​ Acreage ​ Acreage Operations ​ Location ​ Description ​ Owned ​ Leased Steel Operations Segment * ​ ​ ​ ​ ​ ​ ​ ​ Butler Flat Roll Division: ​ ​ ​ ​ ​ ​ ​ ​ Butler Operations ​ Butler, IN ​ Flat Roll Steel Mill and Coating Facility ​ 993 ​ — Jeffersonville Operations ​ Jeffersonville, IN ​ Flat Roll Steel Coating Facility ​ 27 ​ 10 Iron Dynamics ​ Butler, IN ​ Liquid Ironmaking Facility ​ 25 ​ — Columbus Flat Roll Division ​ Columbus, MS ​ Flat Roll Steel Mill and Coating Facility ​ 1,387 ​ — Sinton Flat Roll Division ​ Sinton, TX ​ Flat Roll Steel Mill and Coating Facility ​ 2,842 ​ — The Techs ​ Pittsburgh, PA ​ Flat Roll Steel Coating Facilities ​ 16 ​ 2 Heartland Flat Roll Division ​ Terre Haute, IN ​ Flat Roll Steel Cold-Rolling and Coating Facility ​ 246 ​ — United Steel Supply ​ IN, ID, MS, OR, and TX ​ Distributor of Painted Galvalume® Flat Roll Steel ​ 58 ​ 1 Structural and Rail Division ​ Columbia City, IN ​ Structural and Rail Steel Mill ​ 1,003 ​ — Engineered Bar Products Division ​ Pittsboro, IN ​ Engineered Bar Steel Mill and Finishing Facility ​ 312 ​ — Vulcan Threaded Products ​ Pelham, AL ​ Bar Steel Processing Facility ​ 31 ​ — Roanoke Bar Division ​ Roanoke, VA ​ Merchant Bar Steel Mill ​ 313 ​ — Steel of West Virginia ​ WV, KY, and TN ​ Specialty Shapes Steel Mill and Finishing ​ 139 ​ 6 ​ ​ ​ ​ and Coating Facilities ​ ​ ​ ​ SDI Biocarbon Solutions ​ Columbus, MS ​ Biocarbon Production Facility ​ 133 ​ — SDI Mexico ​ Monterrey, Mexico ​ Flat Roll Steel Distribution Warehouse ​ — ​ 5 ​ ​ ​ ​ ​ ​ ​ ​ ​ Metals Recycling Operations Segment ​ ​ ​ ​ ​ ​ ​ ​ OmniSource: ​ ​ ​ ​ ​ ​ ​ ​ Alabama ​ Birmingham, AL ​ Ferrous Scrap Processing ​ 59 ​ — Indiana ​ Multiple Cities ​ Ferrous and Nonferrous Scrap Processing ​ 359 ​ 26 Michigan ​ Multiple Cities ​ Ferrous and Nonferrous Scrap Processing ​ 124 ​ — Mississippi ​ Multiple Cities ​ Ferrous and Nonferrous Scrap Processing ​ 43 ​ 13 North Carolina ​ Multiple Cities ​ Ferrous and Nonferrous Scrap Processing ​ 303 ​ — Ohio ​ Multiple Cities ​ Ferrous and Nonferrous Scrap Processing ​ 239 ​ 21 Oklahoma ​ Sand Springs, OK ​ Ferrous Scrap Processing ​ — ​ 10 Tennessee ​ Multiple Cities ​ Ferrous and Nonferrous Scrap Processing ​ 65 ​ — Texas ​ Multiple Cities ​ Ferrous and Nonferrous Scrap Processing ​ 130 ​ 12 Virginia ​ Multiple Cities ​ Ferrous and Nonferrous Scrap Processing ​ 121 ​ — Mexico ​ Multiple Cities ​ Ferrous and Nonferrous Scrap Processing ​ 17 ​ 62 ​ ​ ​ ​ ​ ​ ​ ​ ​ Steel Fabrication Operations Segment ​ ​ ​ ​ ​ ​ ​ ​ New Millennium Building Systems: ​ ​ ​ ​ ​ ​ ​ ​ Joist and Deck Operations ​ Butler, IN ​ Steel Joist and Deck Fabrication Facility ​ 156 ​ — Joist Operations ​ Fallon, NV ​ Steel Joist Fabrication Facility ​ 68 ​ — Joist and Deck Operations ​ Hope, AR ​ Steel Joist and Deck Fabrication Facility ​ 245 ​ 7 Joist Operations ​ Juarez, MX ​ Steel Joist Fabrication Facility ​ 17 ​ — Joist and Deck Operations ​ Lake City, FL ​ Steel Joist and Deck Fabrication Facility ​ 81 ​ — Deck Operations ​ Memphis, TN ​ Deck Fabrication Facility ​ 19 ​ — Joist and Deck Operations ​ Salem, VA ​ Steel Joist and Deck Fabrication Facility ​ 113 ​ — ​ ​ ​ ​ ​ ​ ​ ​ ​ Aluminum Operations Segment Aluminum Dynamics, LLC ​ Columbus, MS ​ Recycled Aluminum Flat Rolled Products Mill ​ 2,112 ​ — Aluminum Dynamics of Mexico ​ San Luis Potosi, Mexico ​ Recycled Aluminum Slab Facility ​ 692 ​ — Superior Aluminum Alloys ​ New Haven, IN ​ Aluminum Operations ​ 96 ​ — ​ The company’s corporate headquarters is in Fort Wayne, Indiana on 20 owned acres.
Biggest changeBusiness. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Site ​ Site ​ ​ ​ ​ ​ ​ Acreage ​ Acreage Operations ​ Location ​ Description ​ Owned ​ Leased Steel Operations Segment * ​ ​ ​ ​ ​ ​ ​ ​ Butler Flat Roll Division: ​ ​ ​ ​ ​ ​ ​ ​ Butler Operations ​ Butler, IN ​ Flat Roll Steel Mill and Coating Facility ​ 995 ​ — Jeffersonville Operations ​ Jeffersonville, IN ​ Flat Roll Steel Coating Facility ​ 27 ​ 10 Iron Dynamics ​ Butler, IN ​ Liquid Ironmaking Facility ​ 25 ​ — Columbus Flat Roll Division ​ Columbus, MS ​ Flat Roll Steel Mill and Coating Facility ​ 1,387 ​ — Sinton Flat Roll Division ​ Sinton, TX ​ Flat Roll Steel Mill and Coating Facility ​ 2,842 ​ — The Techs ​ Pittsburgh, PA ​ Flat Roll Steel Coating Facilities ​ 17 ​ 2 Heartland Flat Roll Division ​ Terre Haute, IN ​ Flat Roll Steel Cold-Rolling and Coating Facility ​ 246 ​ — United Steel Supply ​ IN, ID, MS, OR, and TX ​ Distributor of Painted Galvalume® Flat Roll Steel ​ 58 ​ 1 New Process Steel ​ IN, IL, MS, AL, TX, and Monterrey, Mexico ​ Flat Roll Steel Distributor and Processing Facility ​ — ​ 23 SDI Mexico ​ Monterrey, Mexico ​ Flat Roll Steel Distribution Warehouse ​ — ​ 5 Structural and Rail Division ​ Columbia City, IN ​ Structural and Rail Steel Mill ​ 1,003 ​ — Engineered Bar Products Division ​ Pittsboro, IN ​ Engineered Bar Steel Mill and Finishing Facility ​ 312 ​ — Vulcan Threaded Products ​ Pelham, AL ​ Bar Steel Processing Facility ​ 31 ​ — Roanoke Bar Division ​ Roanoke, VA ​ Merchant Bar Steel Mill ​ 313 ​ — Steel of West Virginia ​ WV, KY, and TN ​ Specialty Shapes Steel Mill and Finishing ​ 141 ​ 6 ​ ​ ​ ​ and Coating Facilities ​ ​ ​ ​ SDI Biocarbon Solutions ​ Columbus, MS ​ Biocarbon Production Facility ​ 133 ​ — ​ ​ ​ ​ ​ ​ ​ ​ ​ Metals Recycling Operations Segment ​ ​ ​ ​ ​ ​ ​ ​ OmniSource: ​ ​ ​ ​ ​ ​ ​ ​ Alabama ​ Birmingham, AL ​ Ferrous Scrap Processing ​ 59 ​ — Indiana ​ Multiple Cities ​ Ferrous and Nonferrous Scrap Processing ​ 359 ​ 26 Michigan ​ Multiple Cities ​ Ferrous and Nonferrous Scrap Processing ​ 124 ​ — Mississippi ​ Multiple Cities ​ Ferrous and Nonferrous Scrap Processing ​ 43 ​ 13 North Carolina ​ Multiple Cities ​ Ferrous and Nonferrous Scrap Processing ​ 303 ​ — Ohio ​ Multiple Cities ​ Ferrous and Nonferrous Scrap Processing ​ 239 ​ 21 Oklahoma ​ Sand Springs, OK ​ Ferrous Scrap Processing ​ — ​ 10 Tennessee ​ Multiple Cities ​ Ferrous and Nonferrous Scrap Processing ​ 65 ​ — Texas ​ Multiple Cities ​ Ferrous and Nonferrous Scrap Processing ​ 130 ​ 9 Virginia ​ Multiple Cities ​ Ferrous and Nonferrous Scrap Processing ​ 121 ​ — Mexico ​ Multiple Cities ​ Ferrous and Nonferrous Scrap Processing ​ 17 ​ 62 ​ ​ ​ ​ ​ ​ ​ ​ ​ Steel Fabrication Operations Segment ​ ​ ​ ​ ​ ​ ​ ​ New Millennium Building Systems: ​ ​ ​ ​ ​ ​ ​ ​ Joist and Deck Operations ​ Butler, IN ​ Steel Joist and Deck Fabrication Facility ​ 156 ​ — Joist Operations ​ Fallon, NV ​ Steel Joist Fabrication Facility ​ 68 ​ — Joist and Deck Operations ​ Hope, AR ​ Steel Joist and Deck Fabrication Facility ​ 245 ​ 7 Joist Operations ​ Juarez, MX ​ Steel Joist Fabrication Facility ​ 17 ​ — Joist and Deck Operations ​ Lake City, FL ​ Steel Joist and Deck Fabrication Facility ​ 81 ​ — Deck Operations ​ Memphis, TN ​ Deck Fabrication Facility ​ 19 ​ — Joist and Deck Operations ​ Salem, VA ​ Steel Joist and Deck Fabrication Facility ​ 113 ​ — ​ ​ ​ ​ ​ ​ ​ ​ ​ Aluminum Operations Segment Aluminum Dynamics, LLC ​ Columbus, MS ​ Recycled Aluminum Flat Rolled Products Mill ​ 2,112 ​ — Aluminum Dynamics of Mexico ​ San Luis Potosi, Mexico ​ Recycled Aluminum Slab Facility ​ 692 ​ — Superior Aluminum Alloys ​ New Haven, IN ​ Recycled Aluminum Deox-Rod Facility ​ 96 ​ — ​ The company’s corporate headquarters is located in Fort Wayne, Indiana on 20 owned acres.
ITEM 2. PROPERTIES The following table describes our significant properties as of December 31, 2024. These properties are owned by us and not subject to any significant encumbrances, or are leased by us. We believe these properties are suitable and adequate for our current operations and are appropriately utilized.
ITEM 2. PROPERTIES The following table describes our significant properties as of December 31, 2025. These properties are owned by us and not subject to any significant encumbrances, or are leased by us. We believe these properties are suitable and adequate for our current operations and are appropriately utilized.
Our copper rod and wire facility, a controlled subsidiary, is in New Haven, Indiana on 35 owned and 4 leased acres. *Our 2024 steel mill production utilization was 81% of our estimated annual steelmaking capability. 33 Table of Contents
Our copper rod and wire facility, a controlled subsidiary, is in New Haven, Indiana on 35 owned and 4 leased acres. *Our 2025 steel mill production utilization was 86% of our estimated annual steelmaking capability. 33 Table of Contents

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeSome of these matters have resulted in fines or penalties, exclusive of interest and costs, which did not exceed $1 million in aggregate, as of December 31, 2024. ITEM 4. MINE SAFETY DISCLOSURES None. ​ 34 Table of Contents PART II
Biggest changeSome of these matters have resulted in fines or penalties, exclusive of interest and costs, which did not exceed $1 million in aggregate, as of December 31, 2025. ITEM 4. MINE SAFETY DISCLOSURES None. ​ 34 Table of Contents PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeIssuer Purchases of Equity Securities We purchased the following equity securities registered by us pursuant to Section 12 of the Exchange Act during the three months ended December 31, 2024. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Period ​ Total Number of Shares Purchased ​ Average Price Paid per Share ​ Total Number of Shares Purchased as Part of Publicly Announced Program (1) ​ Maximum Dollar Value of Shares That May Yet be Purchased Under the Program ( in thousands ) (1) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Quarter ended December 31, 2024 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ October 1-31 ​ 664,066 ​ $ 132.25 ​ ​ 664,066 ​ $ 399,476 November 1-30 ​ 790,538 ​ ​ 144.37 ​ ​ 790,538 ​ ​ 286,494 December 1-31 ​ 728,796 ​ ​ 128.87 ​ ​ 728,796 ​ ​ 193,510 ​ ​ 2,183,400 ​ ​ ​ ​ ​ 2,183,400 ​ ​ ​ ​ (1) In November 2023, our board of directors authorized a share repurchase program of up to $1.5 billion of our common stock.
Biggest changeIssuer Purchases of Equity Securities We purchased the following equity securities registered by us pursuant to Section 12 of the Exchange Act during the three months ended December 31, 2025. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Period ​ Total Number of Shares Purchased ​ Average Price Paid per Share ​ Total Number of Shares Purchased as Part of Publicly Announced Program (1) ​ Maximum Dollar Value of Shares That May Yet be Purchased Under the Program ( in thousands ) (1) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Quarter ended December 31, 2025 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ October 1-31 ​ 109,815 ​ $ 146.90 ​ ​ 109,815 ​ $ 1,023,609 November 1-30 ​ 910,321 ​ ​ 157.62 ​ ​ 910,321 ​ ​ 881,551 December 1-31 ​ 466,035 ​ ​ 173.11 ​ ​ 466,035 ​ ​ 800,968 ​ ​ 1,486,171 ​ ​ ​ ​ ​ 1,486,171 ​ ​ ​ ​ (1) In February 2025, our board of directors authorized a share repurchase program of up to $1.5 billion of our common stock. ​ 35 Table of Contents Total Return Graph ​ The graph below compares Steel Dynamics, Inc.’s cumulative 5-year total shareholder return on common stock with the cumulative total returns of the S&P 500 index and the S&P 500 Steel index.
The graph tracks the performance of a $100 investment in our common stock and in each index (with the reinvestment of all dividends) from December 31, 2019 to December 31, 2024. ​ ​ ​ 36 Table of Contents ITEM 6. [RESERVED] 37 Table of Contents
The graph tracks the performance of a $100 investment in our common stock and in each index (with the reinvestment of all dividends) from December 31, 2020 to December 31, 2025. ​ ​ ITEM 6. [RESERVED] 36 Table of Contents
As of February 24, 2025, we had 150,163,986 shares of common stock outstanding and held beneficially by approximately 30,000 stockholders based on our security position listing. Because many of the shares were held by depositories, brokers and other nominees, the number of registered holders (approximately 1,220) is not representative of the number of beneficial holders.
As of February 25, 2026, we had 144,882,401 shares of common stock outstanding and held beneficially by approximately 25,000 stockholders based on our security position listing. Because many of the shares were held by depositories, brokers and other nominees, the number of registered holders (approximately 1,160) is not representative of the number of beneficial holders.
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In February 2025, our board of directors authorized an additional share repurchase program of up to $1.5 billion of our common stock. ​ 35 Table of Contents Total Return Graph ​ The graph below compares Steel Dynamics, Inc.’s cumulative 5-year total shareholder return on common stock with the cumulative total returns of the S&P 500 index and the S&P 500 Steel index.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeRefer to the Aluminum Operations segment discussion for additional information. ​ 39 Table of Contents Segment Operating Results ( dollars in thousands ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years Ended December 31, ​ ​ ​ 2024 ​ % Change ​ 2023 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net sales ​ ​ ​ ​ ​ ​ ​ ​ ​ Steel Operations $ 12,527,066 ​ (4)% ​ $ 13,067,622 ​ ​ Metals Recycling Operations ​ 4,136,913 ​ (1)% ​ ​ 4,158,588 ​ ​ Steel Fabrication Operations ​ 1,771,795 ​ (37)% ​ ​ 2,806,777 ​ ​ Aluminum Operations ​ 318,689 ​ 11% ​ ​ 285,907 ​ ​ Other ​ 1,451,723 ​ 24% ​ ​ 1,171,901 ​ ​ ​ ​ 20,206,186 ​ ​ ​ ​ 21,490,795 ​ ​ Intra-company ​ (2,665,796) ​ ​ ​ ​ (2,695,479) ​ ​ ​ $ 17,540,390 ​ (7)% ​ $ 18,795,316 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating income (loss) ​ ​ ​ ​ ​ ​ ​ ​ ​ Steel Operations $ 1,582,374 ​ (16)% ​ $ 1,881,600 ​ ​ Metals Recycling Operations ​ 76,807 ​ 61% ​ ​ 47,735 ​ ​ Steel Fabrication Operations ​ 666,984 ​ (58)% ​ ​ 1,593,261 ​ ​ Aluminum Operations ​ (72,331) ​ (522)% ​ ​ 17,146 ​ ​ Other ​ (317,408) ​ 20% ​ ​ (394,577) ​ ​ ​ ​ 1,936,426 ​ ​ ​ ​ 3,145,165 ​ ​ Intra-company ​ 6,611 ​ ​ ​ ​ 6,016 ​ ​ ​ $ 1,943,037 ​ (38)% ​ $ 3,151,181 ​ ​ ​ 40 Table of Contents ​ Steel Operations Segment ​ Steel operations include our EAF steel mills, including Butler Flat Roll Division, Columbus Flat Roll Division, Southwest-Sinton Flat Roll Division, Structural and Rail Division, Engineered Bar Products Division, Roanoke Bar Division, Steel of West Virginia, steel coating and processing operations at The Techs, Heartland Flat Roll Division, United Steel Supply, Vulcan Threaded Products, Inc., warehouse operations in Mexico, and SDI Biocarbon Solutions, LLC, a joint venture to construct and operate a biocarbon production facility.
Biggest changeManagement’s Discussion and Analysis of Financial Condition and Results of Operations in Part II of our Annual Report on Form 10-K for the year ended December 31, 2024, for additional information regarding results of operations for the year ended December 31, 2024, as compared to the year ended December 31, 2023, and segment operating results for 2024 as compared to 2023. ​ 38 Table of Contents Segment Operating Results ( dollars in thousands ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years Ended December 31, ​ ​ ​ 2025 ​ % Change ​ 2024 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net sales ​ ​ ​ ​ ​ ​ ​ ​ ​ Steel Operations $ 13,412,773 ​ 7% ​ $ 12,527,066 ​ ​ Metals Recycling Operations ​ 4,346,074 ​ 5% ​ ​ 4,136,913 ​ ​ Steel Fabrication Operations ​ 1,418,665 ​ (20)% ​ ​ 1,771,795 ​ ​ Aluminum Operations ​ 473,881 ​ 49% ​ ​ 318,689 ​ ​ Other ​ 1,335,454 ​ (8)% ​ ​ 1,451,723 ​ ​ ​ ​ 20,986,847 ​ ​ ​ ​ 20,206,186 ​ ​ Inter-segment ​ (2,810,266) ​ ​ ​ ​ (2,665,796) ​ ​ ​ $ 18,176,581 ​ 4% ​ $ 17,540,390 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating income (loss) ​ ​ ​ ​ ​ ​ ​ ​ ​ Steel Operations $ 1,427,544 ​ (10)% ​ $ 1,582,374 ​ ​ Metals Recycling Operations ​ 97,176 ​ 27% ​ ​ 76,807 ​ ​ Steel Fabrication Operations ​ 407,425 ​ (39)% ​ ​ 666,984 ​ ​ Aluminum Operations ​ (172,970) ​ (139)% ​ ​ (72,331) ​ ​ Other ​ (281,851) ​ 11% ​ ​ (317,408) ​ ​ ​ ​ 1,477,324 ​ ​ ​ ​ 1,936,426 ​ ​ Inter-segment ​ (1,338) ​ ​ ​ ​ 6,611 ​ ​ ​ $ 1,475,986 ​ (24)% ​ $ 1,943,037 ​ ​ ​ 39 Table of Contents ​ Steel Operations Segment ​ Steel operations include our electric arc furnace (EAF) steel mills, including Butler Flat Roll Division, Columbus Flat Roll Division, Southwest-Sinton Flat Roll Division, Structural and Rail Division, Engineered Bar Products Division, Roanoke Bar Division, and Steel of West Virginia; steel coating and processing operations at The Techs, Heartland Flat Roll Division, United Steel Supply, New Process Steel, L.P.
Net sales from our operations are a factor of volumes shipped, product mix, and related pricing. We charge premium prices for certain grades of steel, product dimensions, certain smaller volumes, and for value-added processing or coating of our steel products.
Net sales from our operations are a factor of volumes shipped, product mix, and related pricing. We charge premium prices for certain grades of steel and aluminum, product dimensions, certain smaller volumes, and for value-added processing or coating of our steel products.
Our goodwill, relating to various business combinations, consisted of the following at December 31, 2024 and 2023 (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Steel Operations Segment ​ $ 272,133 ​ ​ ​ Aluminum Operations Segment ​ ​ 14,000 ​ ​ ​ Metals Recycling Operations Segment ​ ​ 189,413 ​ ​ ​ Steel Fabrication Operations Segment ​ ​ 1,925 ​ ​ ​ ​ ​ $ 477,471 ​ ​ ​ At least once annually (as of October 1), or when indicators of impairment exist, we perform a goodwill impairment analysis.
Our goodwill, relating to various business combinations, consisted of the following at December 31, 2025 and 2024 (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Steel Operations Segment ​ $ 272,133 ​ ​ ​ Aluminum Operations Segment ​ ​ 14,000 ​ ​ ​ Metals Recycling Operations Segment ​ ​ 189,413 ​ ​ ​ Steel Fabrication Operations Segment ​ ​ 1,925 ​ ​ ​ ​ ​ $ 477,471 ​ ​ ​ At least once annually (as of October 1), or when indicators of impairment exist, we perform a goodwill impairment analysis.
We have firm contracts with various vendors for the completion of certain construction projects at our various divisions at December 31, 2024. Refer to Note 8. Commitments and Contingencies to the consolidated financial statements elsewhere in this report for this information. Lease commitments. We have entered into operating leases relating principally to transportation and other equipment, and some real estate.
We have firm contracts with various vendors for the completion of certain construction projects at our various divisions at December 31, 2025. Refer to Note 8. Commitments and Contingencies to the consolidated financial statements elsewhere in this report for this information. Lease commitments. We have entered into operating leases relating principally to transportation and other equipment, and some real estate.
The principal elements of these costs are scrap and scrap substitutes (which represent the most significant single component of our consolidated costs of goods sold), steel substrate, direct and indirect labor and related benefits, alloys, zinc, transportation and freight, repairs and maintenance, utilities such as electricity and natural gas, and depreciation. 38 Table of Contents Selling, General and Administrative Expenses .
The principal elements of these costs are scrap and scrap substitutes (which represent the most significant single component of our consolidated costs of goods sold), steel substrate, direct and indirect labor and related benefits, alloys, zinc, transportation and freight, repairs and maintenance, utilities such as electricity and natural gas, and depreciation. 37 Table of Contents Selling, General and Administrative Expenses .
Results may differ from these estimates due to actual outcomes being different from those on which we based our assumptions. We believe the following critical accounting estimates affect our more significant judgments and estimates used in the preparation of our consolidated financial statements. 47 Table of Contents Impairments of Long-Lived Tangible and Definite-Lived Intangible Assets.
Results may differ from these estimates due to actual outcomes being different from those on which we based our assumptions. We believe the following critical accounting estimates affect our more significant judgments and estimates used in the preparation of our consolidated financial statements. 46 Table of Contents Impairments of Long-Lived Tangible and Definite-Lived Intangible Assets.
A tax benefit that has been previously reserved because of a failure to meet the "more likely than not" recognition threshold would be recognized in our income tax expense in the first interim period when the uncertainty disappears. Settlement of any particular issue would usually require the use of cash. ​ ​ 49 Table of Contents
A tax benefit that has been previously reserved because of a failure to meet the "more likely than not" recognition threshold would be recognized in our income tax expense in the first interim period when the uncertainty disappears. Settlement of any particular issue would usually require the use of cash. ​ ​ 48 Table of Contents
We consider historical and anticipated future results, general 48 Table of Contents economic and market conditions, the impact of planned business and operational strategies and all available information at the time the fair values of reporting units are estimated. Those estimates and judgments may or may not ultimately prove accurate.
We consider historical and anticipated future results, general 47 Table of Contents economic and market conditions, the impact of planned business and operational strategies and all available information at the time the fair values of reporting units are estimated. Those estimates and judgments may or may not ultimately prove accurate.
Accordingly, our qualitative assessments consider changes in interest rates and our quantitative tests include discount rate scenario analysis to evaluate the impact on estimated reporting unit fair values. Our fourth quarter 2024, 2023, and 2022 annual goodwill impairment analyses did not result in any impairment charges.
Accordingly, our qualitative assessments consider changes in interest rates and our quantitative tests include discount rate scenario analysis to evaluate the impact on estimated reporting unit fair values. Our fourth quarter 2025, 2024, and 2023 annual goodwill impairment analyses did not result in any impairment charges.
We consider historical and anticipated future results, general economic and market conditions, the impact of planned business and operational strategies, and all other available information at the time the estimates are made. Those estimates and judgments may or may not ultimately prove accurate. There were no indicators of impairment or impairment charges recorded during 2024, 2023, or 2022. Goodwill.
We consider historical and anticipated future results, general economic and market conditions, the impact of planned business and operational strategies, and all other available information at the time the estimates are made. Those estimates and judgments may or may not ultimately prove accurate. There were no material indicators of impairment or impairment charges recorded during 2025, 2024, or 2023. Goodwill.
At December 31, 2024, we had $1.2 billion of availability on the Revolver, $9.3 million of outstanding letters of credit and other obligations which reduce availability, and there were no borrowings outstanding. The financial covenants under our Facility state that we must maintain an interest coverage ratio of not less than 2.50:1.00.
At December 31, 2025, we had $1.2 billion of availability on the Revolver, $9.2 million of outstanding letters of credit and other obligations which reduce availability, and there were no borrowings outstanding. The financial covenants under our Facility state that we must maintain an interest coverage ratio of not less than 2.50:1.00.
Revenues from these plants are generated from the fabrication of girders, steel joists and steel deck used within the non-residential construction industry.
Revenues from these plants are generated from the fabrication of steel joists, joist girders, and steel deck systems used within the non-residential construction industry.
The determination to pay cash dividends in the future is at the discretion of our board of directors, after taking into account various factors, including our financial condition, results of operations, outstanding indebtedness, current and anticipated cash needs and growth plans. Other.
The determination to pay cash dividends in the future is at the discretion of our board of directors, after taking into account various factors provided by executive management, including our financial condition, results of operations, outstanding indebtedness, current and anticipated cash needs and growth plans. Other.
The purchase of various steel products is the largest single cost of production for our steel fabrication operations, historically representing approximately two-thirds of the total cost of manufacturing. The average cost of steel consumed decreased 5% in 2024, as compared to 2023.
The purchase of various steel products is the largest single cost of production for our steel fabrication operations, historically representing approximately two-thirds of the total cost of manufacturing. The average cost of steel consumed decreased 7% in 2025, as compared to 2024.
The share repurchase programs do not require us to acquire any specific number of shares, and may be modified, suspended, extended, or terminated by us at any time. The share repurchase programs do not have an expiration date. There were $1.2 billion and $1.5 billion of share repurchases during 2024 and 2023, respectively.
The share repurchase programs do not require us to acquire any specific number of shares, and may be modified, suspended, extended, or terminated by us at any time. The share repurchase programs do not have an expiration date. There were $900.9 million and $1.2 billion of share repurchases during 2025 and 2024, respectively.
Some factors that could cause such forward-looking statements to turn out differently than anticipated include: (1) domestic and global economic factors; (2) global steelmaking overcapacity and imports of steel, together with increased scrap prices; (3) pandemics, epidemics, widespread illness or other health issues; (4) the cyclical nature of the steel industry and the industries we serve; (5) volatility and major fluctuations in prices and availability of scrap metal, scrap substitutes and supplies, and our potential inability to pass higher costs on to our customers; (6) cost and availability of electricity, natural gas, oil, and other energy resources are subject to volatile market conditions; (7) increased environmental, greenhouse gas emissions and sustainability considerations from our customers and investors or related regulations; (8) compliance with and changes in environmental and remediation requirements; (9) significant price and other forms of competition from other steel and aluminum producers, scrap processors and alternative materials; (10) availability of an adequate source of supply of scrap for our metals recycling operations; (11) cybersecurity threats and risks to the security of our sensitive data and information technology; (12) the implementation of our growth strategy; (13) our ability to retain, develop and attract key personnel; (14) litigation and legal compliance; (15) unexpected equipment downtime or shutdowns; (16) governmental agencies may refuse to grant or renew some of our licenses and permits; (17) our senior unsecured credit facility contains, and any future financing agreements may contain, restrictive covenants that may limit our flexibility; and (18) the impacts of impairment charges.
Some factors that could cause such forward-looking statements to turn out differently than anticipated include: (1) domestic and global economic factors; (2) global steelmaking overcapacity and imports of steel, together with increased scrap prices; (3) the cyclical nature of the metals industries and the industries we serve; (4) volatility and major fluctuations in prices and availability of scrap metal, scrap substitutes and supplies, and our potential inability to pass higher costs on to our customers; (5) cost and availability of electricity, natural gas, oil, and other energy resources are subject to volatile market conditions; (6) increased environmental, greenhouse gas emissions and sustainability considerations from our customers and investors or related regulations; (7) compliance with and changes in environmental and remediation requirements; (8) significant price and other forms of competition from other steel and aluminum producers, scrap processors and alternative materials; (9) availability of an adequate source of supply of scrap for our metals recycling operations; (10) cybersecurity threats and risks to the security of our sensitive data and information technology; (11) the implementation of our growth strategy; (12) our ability to retain, develop and attract key personnel; (13) litigation and legal compliance; (14) unexpected equipment downtime or shutdowns; (15) difficulties in the launch or production ramp-up of new products; (16) our aluminum operations depend on a core group of significant customers; (17) governmental agencies may refuse to grant or renew some of our licenses and permits; (18) our existing debt agreements contain, and any future financing agreements may contain, restrictive covenants that may limit our flexibility; and (19) the impacts of impairment charges.
Of the costs incurred during 2024 for monitoring and compliance, approximately 74% were related to the normal transportation of certain types of by-products produced in our steelmaking processes and other facilities in accordance with legal requirements. We incurred combined environmental remediation costs of approximately $4.9 million at all of our facilities during 2024.
Of the costs incurred during 2025 for monitoring and compliance, approximately 72% were related to the normal transportation and disposal of certain types of by-products produced in our steelmaking processes and other facilities in accordance with legal requirements. We incurred combined environmental remediation costs of approximately $9.3 million at all of our facilities during 2025.
Our total long-term debt to capitalization ratio (representing our long-term debt, including current maturities, divided by the sum of our long-term debt, redeemable noncontrolling interests, and our total stockholders’ equity) was 26.5% and 25.8% at December 31, 2024 and 2023, respectively.
Our total long-term debt to capitalization ratio (representing our long-term debt, including current maturities, divided by the sum of our long-term debt, redeemable noncontrolling interests, and our total stockholders’ equity) was 32.1% and 26.5% at December 31, 2025, and December 31, 2024, respectively.
We have an accrual of $3.8 million recorded for environmental remediation related to our metals recycling operations, $2.6 million related to our idled Minnesota ironmaking operations, and $712,000 related to our steel operations.
We have an accrual of $4.4 million recorded for environmental remediation related to our metals recycling operations, $2.6 million related to our idled Minnesota ironmaking operations, and $566,000 related to our steel operations.
As a reflection of continued confidence in our current and future cash flow generation capability and financial position, we increased our quarterly cash dividend by 8% to $0.46 per share in the first quarter of 2024 (from $0.425 per share for each quarter in 2023), resulting in declared cash dividends of $284.1 million during 2024, compared to $280.5 million in 2023.
As a reflection of continued confidence in our current and future cash flow generation capability and financial position, we increased our quarterly cash dividend by 9% to $0.50 per share in the first quarter of 2025 (from $0.46 per share for each quarter in 2024), resulting in declared cash dividends of $294.1 million during 2025, compared to $284.1 million during 2024.
Our board of directors has authorized share repurchase programs during prior years, the most recent of which occurred in November 2023 for a program of up to $1.5 billion of the company’s common stock. In February 2025, our board of directors authorized an additional share repurchase program of up to $1.5 billion of our common stock.
Our board of directors has authorized share repurchase programs during prior years and the current year, the most recent of which occurred in February 2025 for a program of up to $1.5 billion of the company’s common stock.
As of December 31, 2024, we had $193.5 million remaining available to purchase under the November 2023 share repurchase program. See Part II, Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities for additional information.
As of December 31, 2025, we had $801.0 million remaining available to purchase under the February 2025 share repurchase program. See Part II, Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities for additional information.
Steel fabrication operations accounted for 10% and 15% of our consolidated net sales during 2024 and 2023, respectively. ​ ​ Segment Results 2024 vs. 2023 Net sales for the steel fabrication operations decreased 37% during 2024 compared to 2023, as average selling prices decreased 31% and volumes decreased 8% compared to 2023.
Steel fabrication operations accounted for 8% and 10% of our consolidated net sales during 2025 and 2024, respectively. ​ ​ Steel Fabrication Operations Segment Results 2025 vs. 2024 Net sales for the steel fabrication operations decreased 20% during 2025 compared to 2024, as average selling prices decreased 13% and volumes decreased 8% compared to 2024.
During 2024, we incurred costs related to the monitoring and compliance of environmental matters in the amount of approximately $60.2 million and capital expenditures related to environmental compliance of approximately $4.3 million.
During 2025, we incurred costs related to the monitoring and compliance of environmental matters in the amount of approximately $60.4 million and capital expenditures related to environmental compliance of approximately $10.0 million.
Our metallic raw material cost consumed in our steel mills decreased $28 per net ton, or 7%, in 2024 compared to 2023, consistent with overall decreased domestic scrap pricing noted below in the metals recycling operations segment discussion. ​ As a result of average selling prices decreasing more than scrap costs, specifically for long products, metal spread (which we define as the difference between average steel mill selling prices and the cost of ferrous scrap consumed in our steel mills) decreased 3% in 2024 compared to 2023.
Our metallic raw material cost consumed in our steel mills was unchanged on a per net ton basis in 2025 compared to 2024, consistent with overall steady domestic scrap pricing noted below in the metals recycling operations segment discussion. ​ As a result of average selling prices decreasing more than scrap costs, metal spread (which we define as the difference between average steel mill selling prices and the cost of ferrous scrap consumed in our steel mills) decreased 2% in 2025 compared to 2024.
Due to metal spread compression, operating income for the steel operations decreased 16% to $1.6 billion in 2024 compared to 2023. Metals Recycling Operations Segment ​ Metals recycling operations include our OmniSource ferrous and nonferrous processing, transportation, marketing, brokerage, and scrap management services primarily throughout the United States and Mexico.
Due to metal spread compression, operating income for the steel operations decreased 10% to $1.4 billion in 2025 compared to 2024. Metals Recycling Operations Segment ​ Metals recycling operations include our Omni ferrous and nonferrous processing, transportation, marketing, brokerage, and scrap management services located throughout the United States and in Central and Northern Mexico.
During 2024, we performed a qualitative assessment and performed quantitative tests in 2023 and 2022.
During 2025 and 2024, we performed a qualitative assessment and performed a quantitative test in 2023.
Our interest coverage ratio is calculated by dividing our last-twelve-months (LTM) consolidated Adjusted EBITDA as defined in the Facility (earnings before interest, taxes, depreciation, amortization, and certain other non-cash transactions as defined in the Facility) by our LTM gross interest expense, less amortization of financing fees.
Our interest coverage ratio is calculated by dividing our last-twelve-months (LTM) consolidated EBITDA as defined in the Facility (earnings before interest, taxes, depreciation, amortization, and certain other non-cash transactions as defined in the Facility) by our LTM gross interest expense, less amortization of financing fees. In addition, a debt to capitalization ratio of not more than 0.60:1.00 must be maintained.
We paid cash dividends of $282.6 million and $271.3 million during 2024 and 2023, respectively. Our board of directors, along with executive management, approves the payment of dividends on a quarterly basis.
We paid cash dividends of $291.2 million and $282.6 million during 2025 and 2024, respectively. Our board of directors approves the payment of dividends on a quarterly basis.
Net sales for the steel operations segment were 4% lower in 2024 when compared to 2023, due to lower average steel selling prices on consistent volumes. ​ 41 Table of Contents Metallic raw materials used in our electric arc furnaces represent our single most significant steel manufacturing cost, generally comprising approximately 55% to 65% of our steel mill operations’ manufacturing costs.
Net sales for the steel operations segment were 7% higher in 2025 when compared to 2024, due to a 9% increase in segment shipments. ​ Metallic raw materials used in our electric arc furnaces represent our single most significant steel manufacturing cost, generally comprising approximately 55% to 65% of our steel mill operations’ manufacturing costs.
Our business is capital intensive and requires substantial expenditures for, among other things, the purchase and maintenance of equipment used in our operations, and to remain in compliance with environmental laws.
Liquidity and Capital Resources Capital Resources and Long-term Debt. Our business is capital intensive and requires substantial expenditures for, among other things, the purchase and maintenance of equipment used in our operations.
Other expense consists of any non-operating costs, such as certain acquisition and financing expenses. 2024 Overview During 2024 we achieved steel shipments of 12.7 million tons, our second highest annual volume behind 2023’s 12.8 million tons.
Other expense consists of any non-operating costs, such as certain acquisition and financing expenses. 2025 Overview During 2025 we achieved record steel shipments of 13.7 million tons.
At this time, we do not believe there will be any significant examination adjustments that would result in a material change to our financial position, results of operations or cash flows.
The tax years 2022 through 2025 remain open to examination by the Internal Revenue Service and various state and local jurisdictions. At this time, we do not believe there will be any significant examination adjustments that would result in a material change to our financial position, results of operations or cash flows.
In 2024 and 2023, 62% of metals recycling operations ferrous scrap was sold to our own steel mills, while our steel mill utilization remained consistent at 81% and 82% in 2024 and 2023, respectively. Metals recycling operations accounted for 11% of our consolidated net sales during 2024 and 2023.
In 2025 and 2024, 65% and 62%, respectively, of metals recycling operations ferrous scrap was sold to our own steel mills, as our steel mill utilization increased to 86% in 2025 compared to 81% 2024, with production levels at our Sinton facility increasing during 2025. Metals recycling operations accounted for 11% of our consolidated net sales during 2025 and 2024.
Metal spread compression in our steel and, particularly, steel fabrication segments resulted in significantly lower operating income in 2024 compared to 2023. Consolidated operating income for 2024 decreased $1.2 billion, or 38%, to $1.9 billion, compared to $3.2 billion in 2023.
Metal spread compression in our steel and, particularly, steel fabrication segments resulted in lower operating income in 2025 compared to 2024. Consolidated operating income for 2025 decreased $467.1 million, or 24%, to $1.5 billion, compared to $1.9 billion in 2024. Net income attributable to Steel Dynamics, Inc. for 2025 decreased $351.5 million, or 23%, to $1.2 billion, compared to 2024.
Metals Recycling Operations Shipments: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years Ended December 31, ​ ​ ​ ​ 2024 ​ % Change ​ 2023 ​ ​ Ferrous metal (gross tons) ​ ​ ​ ​ ​ ​ ​ ​ Total ​ 5,850,544 ​ 1% ​ 5,792,484 ​ ​ Inter-company ​ (3,656,034) ​ ​ ​ (3,593,328) ​ ​ External shipments ​ 2,194,510 ​ - ​ 2,199,156 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Nonferrous metal (thousands of pounds) ​ ​ ​ ​ ​ ​ ​ ​ Total ​ 965,491 ​ (1)% ​ 970,445 ​ ​ Inter-company ​ (171,915) ​ ​ ​ (207,866) ​ ​ External shipments ​ 793,576 ​ 4% ​ 762,579 ​ ​ Segment Results 2024 vs. 2023 During 2024, our metals recycling operations continued to benefit from solid domestic steel industry demand, resulting in consistent ferrous and nonferrous scrap shipments compared to 2023.
Metals Recycling Operations Segment Shipments: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years Ended December 31, ​ ​ ​ ​ 2025 ​ % Change ​ 2024 ​ ​ Ferrous metal (gross tons) ​ ​ ​ ​ ​ ​ ​ ​ Total ​ 6,160,797 ​ 5% ​ 5,850,544 ​ ​ Inter-segment ​ (4,013,035) ​ ​ ​ (3,656,034) ​ ​ External shipments ​ 2,147,762 ​ (2)% ​ 2,194,510 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Nonferrous metal (thousands of pounds) ​ ​ ​ ​ ​ ​ ​ ​ Total ​ 916,502 ​ (5)% ​ 965,491 ​ ​ Inter-segment ​ (178,716) ​ ​ ​ (171,915) ​ ​ External shipments ​ 737,786 ​ (7)% ​ 793,576 ​ ​ 41 Table of Contents Metals Recycling Operations Segment Results 2025 vs. 2024 During 2025, our metals recycling operations continued to benefit from solid domestic steel industry demand, resulting in increased ferrous scrap shipments compared to 2024.
Due to decreased selling prices per ton more than offsetting decreased steel input costs per ton, metal spread (which we define as the difference between average selling prices and the cost of purchased steel) contracted 41% in 2024 compared to 2023.
Lower selling prices per ton offset decreased steel input costs per ton, 42 Table of Contents resulting in contraction of metal spread (which we define as the difference between average selling prices and the cost of purchased steel) by 17% in 2025 compared to 2024.
As a result of the overall increased metals spreads, metals recycling operations operating income increased 61% to $76.8 million in 2024 compared to 2023. ​ 42 Table of Contents Steel Fabrication Operations Segment ​ Steel fabrication operations include the company’s New Millennium Building Systems’ joist and deck plants located throughout the United States, and in Northern Mexico.
As a result of these volume and metal spread changes, metals recycling operations operating income in 2025 of $97.2 million increased 27% from 2024. ​ Steel Fabrication Operations Segment ​ Steel fabrication operations include our New Millennium Building Systems’ joist and deck plants located throughout the United States, and in Northern Mexico.
Estimated interest payments also include a 0.175% commitment fee on our available Revolver, and an average interest rate of 6.23% on our other debt of $28.8 million. Our estimated interest payments are $116.4 million, $109.4 million, $89.0 million, $83.4 million, and $82.2 million, for the years 2025 through 2029, respectively, and $442.4 million thereafter. 46 Table of Contents Purchase obligations.
Estimated interest payments also include a 0.175% commitment fee on our available Revolver, and an average interest rate of 5.44% on our other debt of $36.6 million. Our estimated interest payments are $180.5 million, $177.4 million, $168.5 million, $144.6 million, and $129.9 million, for the years 2026 through 2030, respectively, and $1.1 billion thereafter. 45 Table of Contents Purchase obligations.
In addition, a debt to capitalization ratio of not more than 0.60:1.00 must be maintained. At December 31, 2024, our interest coverage ratio and debt to capitalization ratio were 21.68:1.00 and 0.27:1.00, respectively. We were, therefore, in compliance with these covenants at December 31, 2024, and we anticipate we will continue to be in compliance during the next twelve months.
At December 31, 2025, our interest coverage ratio and debt to capitalization ratio were 13.33:1.00 and 0.32:1.00, respectively. We were in compliance with these covenants at December 31, 2025, and we anticipate we will continue to be in compliance during the next twelve months. Working Capital (representing excess of current assets over current liabilities).
Net income attributable to Steel Dynamics, Inc. for 2024 decreased $913.7 million, or 37%, to $1.5 billion, compared to 2023. Diluted earnings per share attributable to Steel Dynamics, Inc. was $9.84 for 2024, compared to $14.64 for 2023. Refer to Item 7.
Diluted earnings per share attributable to Steel Dynamics, Inc. was $7.99 for 2025, compared to $9.84 for 2024. Refer to Item 7.
Working Capital (representing excess of current assets over current liabilities). We generated cash flow from operations of $1.8 billion in 2024 compared to $3.5 billion in 2023.
We generated cash flow from operations of $1.4 billion in 2025 compared to $1.8 billion in 2024.
Steel operations accounted for 69% and 67% of our consolidated net sales during 2024 and 2023, respectively. See Item 1. Business for further information on Steel Operations segment operations.
(acquired December 1, 2025), and Vulcan Threaded Products, Inc.; warehouse operations in Mexico; and a 75% controlling equity interest in SDI Biocarbon Solutions, LLC. Steel operations accounted for 72% and 69% of our consolidated net sales during 2025 and 2024, respectively. See Item 1. Business for further information on Steel Operations segment operations.
Our liquidity of $2.2 billion and anticipated future operating cash flow generation is sufficient to provide for our planned 2025 capital requirements. Cash Dividends.
Capital Investments. During 2025, we invested $948.0 million in property, plant and equipment, primarily within our aluminum operations and steel operations segments, compared with $1.9 billion invested during 2024. Our liquidity of $2.2 billion and anticipated future operating cash flow generation is sufficient to provide for our planned 2026 capital requirements. Cash Dividends.
Due to a challenging pricing environment throughout much of 2024, ferrous average selling prices decreased 7% while nonferrous average selling prices increased 10% during 2024 compared to 2023. ​ Ferrous metal spread (which we define as the difference between average selling prices and the cost of purchased scrap) was flat and nonferrous metal spread increased 13% during 2024 compared to 2023.
Ferrous shipments increased 5% and nonferrous shipments decreased 5% in 2025 compared to 2024. ​ Ferrous metal spreads (which we define as the difference between average selling prices and the cost of purchased scrap) were flat, while nonferrous metal spreads, primarily aluminum, increased 24% in 2025 compared to 2024, with aluminum prices rising in the fourth quarter of 2025.
Profit sharing expense for eligible employees is 8% of consolidated pretax income excluding noncontrolling interests and other items. Refer to Note 10. Retirement Plans to the consolidated financial statements elsewhere in this report for further information. Interest Expense, net of Capitalized Interest. During 2024, interest expense of $56.3 million decreased 26% from $76.5 million during 2023.
Retirement Plans to the consolidated financial statements elsewhere in this report for further information. Interest Expense, net of Capitalized Interest. During 2025, interest expense of $70.0 million increased 24% from $56.3 million during 2024.
Our liquidity at December 31, 2024, is as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash and equivalents ​ $ 589,464 ​ ​ ​ ​ ​ ​ Short-term and other investments ​ ​ 388,563 ​ ​ ​ ​ ​ ​ Unsecured revolver availability ​ ​ 1,190,741 ​ ​ ​ ​ ​ ​ Total liquidity ​ $ 2,168,768 ​ ​ ​ ​ Our total outstanding debt of $3.2 billion increased $160.0 million compared to December 31, 2023, due to our issuance of $600.0 million of senior unsecured notes in July 2024 as described in Note 3, the proceeds of which were used for general corporate purposes, including the repayment of our 2.800% senior notes due December 2024, working capital, capital expenditures, advances for or investments in subsidiaries, acquisitions, redemption and repayment of other outstanding indebtedness, and purchases of the company’s common stock.
Our liquidity at December 31, 2025, is as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash and equivalents ​ $ 769,878 ​ ​ ​ ​ ​ ​ Short-term and other investments ​ ​ 255,731 ​ ​ ​ ​ ​ ​ Unsecured revolver availability ​ ​ 1,190,820 ​ ​ ​ ​ ​ ​ Total liquidity ​ $ 2,216,429 ​ ​ ​ ​ Our total outstanding debt of $4.2 billion increased $980.2 million compared to December 31, 2024, due to our issuance of $600.0 million of 5.250% notes due 2035 and $400.0 million of 5.750% notes due 2055 in March 2025 and $650.0 million of 4.000% notes due 2028 and an additional $150.0 million of 5.250% notes due 2035 in November 2025 as described in Note 3, the proceeds of which were used to redeem our $400.0 million of 2.400% notes due June 2025 and our $400.0 million of 5.000% notes due December 2026, and other general corporate purposes.
Included in the balance of unrecognized tax benefits at December 31, 2024, are potential benefits of $26.4 million that, if recognized, would affect the effective tax rate. We recognize interest and penalties related to our tax contingencies on a net-of-tax basis in income tax expense.
We recognize interest and penalties related to our tax contingencies on a net-of-tax basis in income tax expense. During the year ended December 31, 2025, we recognized income from the decrease of interest expense and penalties of $340,000, net of tax.
Selling, general and administrative expenses of $664.1 million during 2024 increased 13% from $588.6 million during 2023 primarily due to an increase in payroll and benefits expense related to the growth of the aluminum operations segment during 2024. Selling, general and administrative expenses represented 3.8% and 3.1% of net sales during 2024 and 2023, respectively.
Selling, general and administrative expenses of $765.3 million during 2025 increased 15% from $664.1 million during 2024 primarily due to an increase in payroll and benefits expense primarily related to construction, start-up, and commissioning costs associated with the recycled aluminum flat rolled products mill and satellite recycled aluminum slab centers during 2025.
During the year ended December 31, 2024, we recognized expense from the increase of interest expense and penalties of $710,000, net of tax. In addition to the unrecognized tax benefits noted above, we had $4.2 million accrued for the payment of interest and penalties at December 31, 2024.
In addition to the unrecognized tax benefits noted above, we had $3.7 million accrued for the payment of interest and penalties at December 31, 2025. We file income tax returns in the U.S. federal jurisdiction as well as income tax returns in various state jurisdictions.
Income Tax Expense. During 2024, income tax expense of $432.9 million, at an effective income tax rate of 21.8%, decreased 42% compared to the $751.6 million, at an effective income tax rate of 23.3%, during 2023, consistent with decreased pretax earnings.
Income tax expense of $305.7 million, at an effective income tax rate of 20.5%, during 2025 decreased 29% compared to $432.9 million, at an effective income tax rate of 21.8%, during 2024, consistent with decreased pretax earnings. In July 2025, U.S. Congress enacted the One Big Beautiful Bill Act (“OBBBA”), which included significant provisions modifying the U.S. tax framework.
Steel Operations Shipments (tons): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years Ended December 31, ​ ​ ​ 2024 ​ % Change ​ 2023 ​ ​ Total shipments 12,660,487 ​ (1)% ​ 12,821,753 ​ ​ Intra-segment shipments (1,306,364) ​ ​ ​ (1,449,832) ​ ​ Steel Operations Segment shipments 11,354,123 ​ - ​ 11,371,921 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ External shipments 10,929,453 ​ - ​ 10,976,707 ​ ​ ​ Segment Results 2024 vs. 2023 During 2024, our steel operations achieved annual shipments of 12.7 million tons (11.4 million excluding intra-segment), slightly less than 2023 total record shipments.
Steel Operations Segment Shipments (tons): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years Ended December 31, ​ ​ ​ 2025 ​ % Change ​ 2024 ​ ​ Total shipments 13,748,801 ​ 9% ​ 12,660,487 ​ ​ Intra-segment shipments (1,429,299) ​ ​ ​ (1,306,364) ​ ​ Steel Operations Segment shipments 12,319,502 ​ 9% ​ 11,354,123 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ External shipments 11,960,582 ​ 9% ​ 10,929,453 ​ ​ ​ 40 Table of Contents Steel Operations Segment Results 2025 vs. 2024 During 2025, our steel operations achieved record annual shipments of 13.7 million tons (12.3 million excluding intra-segment), 9% higher than 2024 shipments, primarily due to significant sales volume increases at our Sinton and Heartland facilities as the four new value-added lines operated for a full year in 2025.
Profit sharing expense during 2024 of $164.9 million decreased 39% from $272.0 million during 2023, consistent with decreased pretax earnings. This decrease in profit sharing expense was the primary driver of decreased operating loss for other operations of 20% in 2024 compared to 2023.
This decrease in profit sharing expense was the primary driver of decreased operating loss for our other operations of 11% in 2025 compared to 2024. Profit sharing expense for eligible employees is 8% of consolidated pretax income excluding noncontrolling interests and other items. Refer to Note 10.
Customer order activity and steel demand were stable during 2024, with the construction, automotive, industrial, and energy sectors leading demand. In spite of strong market demand, average selling prices were lower during 2024 compared to 2023, as total steel segment average selling prices decreased 4%, or $46 per ton, compared to 2023.
Despite these favorable market demand conditions, in the face of trade policy uncertainty, average selling prices were modestly lower during 2025 compared to 2024. Steel segment average selling prices decreased 1%, or $14 per ton, compared to 2024.
Net other income was $96.2 million in 2024, compared to $144.2 million in 2023, due primarily to the impact of foreign currency exchange rate losses of $18.7 million in 2024 compared to gains of $10.5 million in 2023, as well as a $21.8 million reduction in interest income on investments in 2024 compared to 2023 due to a decrease in the balance of invested cash during 2024.
Net other income was $87.0 million in 2025, compared to $96.2 million in 2024, a decrease of $9.2 million due primarily to the impact of decreased interest income due to declining rates of return and lower invested cash balances in 2025 compared to 2024. Income Tax Expense.
Working capital decreased $1.2 billion, or 26%, during 2024 to $3.3 billion at December 31, 2024, due primarily to a $1.4 billion decrease in cash and equivalents and short-term investments in support of our capital investments within our aluminum and steel operations. 45 Table of Contents Capital Investments.
Working capital increased $1.1 billion, or 33%, 44 Table of Contents during 2025 to $4.4 billion at December 31, 2025, due to a $265.5 million increase in accounts receivable, as well as a $624.8 million dollar increase in inventories, primarily within our aluminum operations segment as our recycled aluminum flat rolled products mill began commissioning and operations in the second half of 2025.
Removed
Underlying domestic steel demand was stable during 2024, but imports of certain steel products, most notably coated flat rolled steels, caused pricing pressure for flat rolled steel products. While facing a challenging pricing environment throughout much of the year, our metals recycling teams maintained consistent volumes during 2024 compared to 2023.
Added
Underlying domestic steel demand was stable during 2025, as imports declined from the elevated levels experienced during the first half of the year and as the Sinton Flat Roll Division’s year-over-year operating performance improved.
Removed
A solid non-residential construction market during 2024 benefited our steel fabrication operations, as the segment achieved historically strong volumes and average selling prices, compared to pre-Covid levels. Consolidated net sales were $17.5 billion during 2024, with cash flow from operations of $1.8 billion.
Added
Our metals recycling operations segment achieved notable improvement in operating income in 2025 compared to 2024 on higher ferrous metals volumes and higher ferrous and nonferrous pricing. Our steel fabrication operations experienced historically strong, yet moderating product pricing compared to 2024, with stabilization in selling values realized in the fourth quarter of 2025.
Removed
Management’s Discussion and Analysis of Financial Condition and Results of Operations in Part II of our Annual Report on Form 10-K for the year ended December 31, 2023, for additional information regarding results of operations for the year ended December 31, 2023, as compared to the year ended December 31, 2022, and segment operating results for 2023 as compared to 2022.
Added
Finally, our aluminum operations segment achieved successful production and qualifications of industrial, beverage can, and automotive quality flat rolled aluminum products, with shipments commencing in the late second half of 2025. Consolidated net sales were $18.2 billion during 2025, with cash flow from operations of $1.4 billion.
Removed
Our 2024 change in reportable segments did not change the discussion previously provided.
Added
Customer order activity and steel demand were strong during 2025, particularly as imports declined in the latter half of the year. Demand was supported by manufacturing onshoring, infrastructure program funding, lower interest rates, and the increasing regionalization of supply chains in the US.
Removed
Net sales for our metals recycling operations in 2024 were comparable to 2023 based on consistent shipments.
Added
Net sales for our metals recycling operations in 2025 increased 5% compared to 2024, driven by increased ferrous volumes and increased selling prices for both ferrous and nonferrous metals. Ferrous and nonferrous scrap average selling prices increased 2% and 7%, respectively, during 2025 compared to 2024.
Removed
Our steel fabrication operations benefited from a solid non-residential construction market, as evidenced by historically solid order backlog that extends deep into the first half of 2025 at attractive pricing levels. The continued onshoring of manufacturing, coupled with the robust U.S. infrastructure and Inflation Reduction Act programs, supports consistent strong demand for steel joist and deck products.
Added
Order activity remained strong during 2025, with our order backlog maintaining solid levels and extending through the first half of 2026, supported by stable and historically strong pricing. Demand was largely driven by the commercial, data center, manufacturing, warehouse, and healthcare sectors.
Removed
Metal spread compression coupled with decreased volume resulted in operating income decreasing 58% to $667.0 million in 2024, compared to $1.6 billion in 2023. 43 Table of Contents Aluminum Operations Segment ​ Aluminum operations include the recycled aluminum flat rolled products mill nearing completion of construction in Columbus, Mississippi, two satellite recycled aluminum slab centers in the southwest United States (US) and Central Mexico, and an entity with aluminum operations, formerly included in the results of our metals recycling operations segment.
Added
Metal spread compression coupled with decreased volume resulted in operating income decreasing 39% to $407.4 million in 2025, compared to $667.0 million in 2024.
Removed
The aluminum flat rolled products mill and the Mexico and US recycled aluminum slab centers are expected to begin operations in mid to late 2025. Net sales relate to an entity with aluminum operations, previously reported as part of our metals recycling operations.
Added
Aluminum Operations Segment ​ Our aluminum operations consist of a 650,000-metric-ton recycled aluminum flat rolled products mill in Columbus, Mississippi; two 150,000-metric-ton satellite recycled aluminum slab centers, one in Central Mexico and one under construction in the Southwest U.S.; and an ancillary recycled aluminum deox-rod facility.
Removed
The results of this segment largely consist of construction and start-up costs recorded in selling, general, and administrative expenses, which continued to increase during 2024, consistent with increased headcount and start-up costs. Other Operations ​ Consolidated Results 2024 vs. 2023 Selling, General and Administrative Expenses.
Added
The recycled aluminum flat roll products mill produces flat rolled aluminum products from aluminum scrap and is a complementary extension of the company’s metals recycling platform.
Removed
The lower interest expense in 2024 compared to 2023 is due to higher capitalized interest in 2024 ($66.8 million, compared to $33.0 million in 2023) related to our ongoing expansion projects, most notably within Aluminum Operations. Other (Income) Expense, net.
Added
Our product offerings will be supported by various value-added finishing lines that are still under construction, including two CASH (Continuous Annealing Solutions Heat Treating) lines, a can end and tab coating line, and downstream processing and packaging lines. Aluminum operations accounted for 2% and 1% of our consolidated net sales during 2025 and 2024, respectively.
Removed
Our effective tax rate decrease was due primarily to certain discrete tax adjustments during the third quarter and fourth quarters of 2024. Refer to Note 4. Income Taxes to the consolidated financial statements elsewhere in this report for additional information.
Added
Aluminum Operations Segment Results 2025 vs. 2024 During 2025, the results of this segment largely consisted of sales from the ancillary recycled aluminum deox-rod facility, as well as construction, start-up, and commissioning costs associated with the recycled aluminum flat roll products mill and satellite recycled aluminum slab centers.
Removed
We file income tax returns in the United States federal jurisdiction as well as income tax returns in various state jurisdictions. The tax years 2021 through 2023 remain open to examination by the Internal Revenue Service and various state and local jurisdictions.
Added
The flat rolled products mill shipped 15,000 metric tons of finished product during the second half of 2025.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeThe following table represents the principal cash repayments and related weighted-average interest rates by maturity date for our long-term debt, as of December 31, 2024 (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Interest Rate Risk ​ ​ ​ ​ Fixed Rate ​ Variable Rate ​ ​ ​ ​ ​ ​ Average ​ ​ ​ Average ​ ​ ​ ​ Principal ​ Rate ​ Principal ​ Rate ​ ​ Expected maturity date: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2025 ​ $ 401,071 ​ ​ 2.4% ​ $ 26,371 ​ ​ 6.4% ​ ​ 2026 ​ ​ 400,896 ​ ​ 5.0 ​ ​ - ​ ​ ​ ​ ​ 2027 ​ ​ 350,465 ​ ​ 1.7 ​ ​ - ​ ​ ​ ​ ​ 2028 ​ ​ - ​ ​ - ​ ​ - ​ ​ ​ ​ ​ 2029 ​ ​ - ​ ​ - ​ ​ - ​ ​ ​ ​ ​ Thereafter ​ ​ 2,100,000 ​ ​ 3.9 ​ ​ - ​ ​ ​ ​ ​ Total debt outstanding ​ $ 3,252,432 ​ ​ 3.6% ​ $ 26,371 ​ ​ 6.4% ​ ​ Fair value ​ $ 2,987,850 ​ ​ ​ ​ $ 26,371 ​ ​ ​ ​ ​ Commodity Risk In the normal course of business, we are exposed to the market risk and price fluctuations related to the sale of our products and to the purchase of raw materials used in our operations, such as metallic raw materials, electricity, water, natural gas and its transportation services, fuel, air products, zinc, and electrodes.
Biggest changeThe following table represents the principal cash repayments and related weighted-average interest rates by maturity date for our long-term debt, as of December 31, 2025 (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Interest Rate Risk ​ ​ ​ ​ Fixed Rate ​ Variable Rate ​ ​ ​ ​ ​ ​ Average ​ ​ ​ Average ​ ​ ​ ​ Principal ​ Rate ​ Principal ​ Rate ​ ​ Expected maturity date: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2026 ​ $ 1,493 ​ ​ 5.2% ​ $ 33,162 ​ ​ 5.5% ​ ​ 2027 ​ ​ 351,099 ​ ​ 1.7 ​ ​ - ​ ​ ​ ​ ​ 2028 ​ ​ 650,416 ​ ​ 4.0 ​ ​ - ​ ​ ​ ​ ​ 2029 ​ ​ 198 ​ ​ 5.1 ​ ​ - ​ ​ ​ ​ ​ 2030 ​ ​ 600,095 ​ ​ 3.5 ​ ​ - ​ ​ ​ ​ ​ Thereafter ​ ​ 2,650,147 ​ ​ 4.7 ​ ​ - ​ ​ ​ ​ ​ Total debt outstanding ​ $ 4,253,448 ​ ​ 4.2% ​ $ 33,162 ​ ​ 5.5% ​ ​ Fair value ​ $ 4,108,867 ​ ​ ​ ​ $ 33,162 ​ ​ ​ ​ ​ Commodity Risk In the normal course of business, we are exposed to the market risk and price fluctuations related to the sale of our products and to the purchase of raw materials used in our operations, such as metallic raw materials, electricity, water, natural gas and its transportation services, fuel, air products, zinc, and electrodes.
Commitments and Contingencies to the consolidated financial statements elsewhere in this report for additional information. ​ In our metals recycling, aluminum, and steel operations, we have certain fixed price contracts with various customers and suppliers for future delivery of nonferrous and ferrous metals.
Commitments and Contingencies to the consolidated financial statements elsewhere in this report for additional information. ​ In our metals recycling, aluminum, and steel operations, we have certain fixed price contracts with various customers and suppliers for future delivery of nonferrous and ferrous metals. We believe these contracts will be fully consummated.
At December 31, 2024, we had a cumulative unrealized gain associated with these financial contracts of $13.1 million, substantially all of which have settlement dates in 2025. We believe the customer contracts associated with the financial contracts will be fully consummated. ​ ​ 50 Table of Contents
At December 31, 2025, we had a cumulative unrealized loss associated with these financial contracts of $56.0 million, substantially all of which have settlement dates in 2026. ​ ​ 49 Table of Contents

Other STLD 10-K year-over-year comparisons