--- ticker: STLD company: Steel Dynamics Inc. filing_type: 10-K year_current: 2025 year_prior: 2024 risks_added: 23 risks_removed: 16 risks_modified: 75 risks_unchanged: 56 source: SEC EDGAR url: https://riskdiff.com/stld/2025-vs-2024/ markdown_url: https://riskdiff.com/stld/2025-vs-2024/index.md generated: 2026-06-01 --- # Steel Dynamics Inc.: 10-K Risk Factor Changes 2025 vs 2024 > Source: U.S. Securities and Exchange Commission (EDGAR) > Generated: 2026-06-01 > All data extracted directly from official filings. No hallucinated content. ## Summary | Status | Count | |--------|-------| | New risks added | 23 | | Risks removed | 16 | | Risks modified | 75 | | Unchanged | 56 | --- ## New in Current Filing: 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. 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 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. 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. --- ## New in Current Filing: 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. We rely on third parties for the supply of energy resources we require in our production activities. The prices for and availability of electricity, natural gas, oil and other energy resources, including renewable or other clean energy sources, are subject to regulation and volatile market conditions, often affected by weather conditions as well as political, environmental and economic factors beyond our control. As large consumers of electricity and natural gas, we must have dependable delivery in order to operate. Accordingly, we are at risk in the event of an energy disruption, including power outages, power unavailability or inability to obtain power at a reasonable price or with sufficient desired environmental attributes. 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. --- ## New in Current Filing: We may face risks associated with our ability to retain, develop and attract key personnel. Our people are the foundation of our success and are our most important resource. Their continued education and talent development are paramount to our success. As we continue to grow, our success depends in part on our ability to retain, develop and attract team members with relevant industry and technical experience, while maintaining our culture. A loss of senior managers or other key personnel, without adequate replacement, which could be exacerbated by a shortage of skilled workers and our more senior workforce, could adversely affect our business and results of operations. --- ## New in Current Filing: 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. 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. --- ## New in Current Filing: 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 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. 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.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. 2023During 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. 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. 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 Table of Contents 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. 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.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. 2023During 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. 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. 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.​ ​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. 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.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. 2023During 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. 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. 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.​ ​ --- ## New in Current Filing: 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. 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 33 Table of ContentsITEM 3. LEGAL PROCEEDINGSWe are involved 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.We may also be involved from time to time in various governmental investigations, regulatory proceedings or judicial actions seeking penalties, injunctive relief, and/or remediation under federal, state and local environmental laws and regulations. The United States EPA has conducted such investigations and proceedings involving us, in some instances along with state environmental regulators, under various environmental laws, including RCRA, CERCLA, the Clean Water Act and the Clean Air Act. Some 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 DISCLOSURESNone.​34 Table of Contents Table of Contents Table of Contents ITEM 3. LEGAL PROCEEDINGSWe are involved 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.We may also be involved from time to time in various governmental investigations, regulatory proceedings or judicial actions seeking penalties, injunctive relief, and/or remediation under federal, state and local environmental laws and regulations. The United States EPA has conducted such investigations and proceedings involving us, in some instances along with state environmental regulators, under various environmental laws, including RCRA, CERCLA, the Clean Water Act and the Clean Air Act. Some 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 DISCLOSURESNone.​ ITEM 3. LEGAL PROCEEDINGSWe are involved 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.We may also be involved from time to time in various governmental investigations, regulatory proceedings or judicial actions seeking penalties, injunctive relief, and/or remediation under federal, state and local environmental laws and regulations. The United States EPA has conducted such investigations and proceedings involving us, in some instances along with state environmental regulators, under various environmental laws, including RCRA, CERCLA, the Clean Water Act and the Clean Air Act. Some 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 DISCLOSURESNone.​ ITEM 3. LEGAL PROCEEDINGS We are involved 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. We may also be involved from time to time in various governmental investigations, regulatory proceedings or judicial actions seeking penalties, injunctive relief, and/or remediation under federal, state and local environmental laws and regulations. The United States EPA has conducted such investigations and proceedings involving us, in some instances along with state environmental regulators, under various environmental laws, including RCRA, CERCLA, the Clean Water Act and the Clean Air Act. Some of these matters have resulted in fines or penalties, exclusive of interest and costs, which did not exceed $1 million in aggregate, as of December 31, 2024. ITEM 4. MINE SAFETY DISCLOSURES None. ​ 34 34 Table of ContentsPART IIITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIESThe information required by Item 5 with respect to securities authorized for issuance under equity compensation plans is set forth in Part III, Item 12 of this Form 10-K. Our common stock trades on The NASDAQ Global Select Stock Market under the symbol STLD.As of February 24, 2025, we had 150,163,986 shares of common stock outstanding and held beneficially by approximately 30,000 stockholders based on our security position listing. Because many of the shares were held by depositories, brokers and other nominees, the number of registered holders (approximately 1,220) is not representative of the number of beneficial holders.Issuer Purchases of Equity SecuritiesWe purchased the following equity securities registered by us pursuant to Section 12 of the Exchange Act during the three months ended December 31, 2024.​​​​​​​​​​​​​​​​​​​​​​​​Period​Total Number of Shares Purchased​Average Price Paid per Share​Total Number of Shares Purchased as Part of Publicly Announced Program(1)​Maximum Dollar Value of Shares That May Yet be Purchased Under the Program (in thousands) (1)​​​​​​​​​​​​Quarter ended December 31, 2024​​​​​​​​​​​​​​​​​​​​​October 1-31​ 664,066​$ 132.25​​ 664,066​$ 399,476November 1-30​ 790,538​​ 144.37​​ 790,538​​ 286,494December 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. In February 2025, our board of directors authorized an additional share repurchase program of up to $1.5 billion of our common stock. ​35 Table of Contents Table of Contents Table of Contents PART IIITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIESThe information required by Item 5 with respect to securities authorized for issuance under equity compensation plans is set forth in Part III, Item 12 of this Form 10-K. Our common stock trades on The NASDAQ Global Select Stock Market under the symbol STLD.As of February 24, 2025, we had 150,163,986 shares of common stock outstanding and held beneficially by approximately 30,000 stockholders based on our security position listing. Because many of the shares were held by depositories, brokers and other nominees, the number of registered holders (approximately 1,220) is not representative of the number of beneficial holders.Issuer Purchases of Equity SecuritiesWe purchased the following equity securities registered by us pursuant to Section 12 of the Exchange Act during the three months ended December 31, 2024.​​​​​​​​​​​​​​​​​​​​​​​​Period​Total Number of Shares Purchased​Average Price Paid per Share​Total Number of Shares Purchased as Part of Publicly Announced Program(1)​Maximum Dollar Value of Shares That May Yet be Purchased Under the Program (in thousands) (1)​​​​​​​​​​​​Quarter ended December 31, 2024​​​​​​​​​​​​​​​​​​​​​October 1-31​ 664,066​$ 132.25​​ 664,066​$ 399,476November 1-30​ 790,538​​ 144.37​​ 790,538​​ 286,494December 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. In February 2025, our board of directors authorized an additional share repurchase program of up to $1.5 billion of our common stock. ​ PART IIITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIESThe information required by Item 5 with respect to securities authorized for issuance under equity compensation plans is set forth in Part III, Item 12 of this Form 10-K. Our common stock trades on The NASDAQ Global Select Stock Market under the symbol STLD.As of February 24, 2025, we had 150,163,986 shares of common stock outstanding and held beneficially by approximately 30,000 stockholders based on our security position listing. Because many of the shares were held by depositories, brokers and other nominees, the number of registered holders (approximately 1,220) is not representative of the number of beneficial holders.Issuer Purchases of Equity SecuritiesWe purchased the following equity securities registered by us pursuant to Section 12 of the Exchange Act during the three months ended December 31, 2024.​​​​​​​​​​​​​​​​​​​​​​​​Period​Total Number of Shares Purchased​Average Price Paid per Share​Total Number of Shares Purchased as Part of Publicly Announced Program(1)​Maximum Dollar Value of Shares That May Yet be Purchased Under the Program (in thousands) (1)​​​​​​​​​​​​Quarter ended December 31, 2024​​​​​​​​​​​​​​​​​​​​​October 1-31​ 664,066​$ 132.25​​ 664,066​$ 399,476November 1-30​ 790,538​​ 144.37​​ 790,538​​ 286,494December 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. In February 2025, our board of directors authorized an additional share repurchase program of up to $1.5 billion of our common stock. ​ PART II ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES The information required by Item 5 with respect to securities authorized for issuance under equity compensation plans is set forth in Part III, Item 12 of this Form 10-K. Our common stock trades on The NASDAQ Global Select Stock Market under the symbol STLD. 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. --- ## New in Current Filing: Balances at December 31, 2023 ​ 160,018 ​ ​ 108,095 ​ $ 651 ​ $ (5,897,606) ​ $ 1,217,610 ​ $ 13,545,590 ​ $ 421 ​ $ (198,351) ​ $ 8,668,315 ​ $ 171,212 Dividends declared ​ - ​ ​ - ​ ​ - ​ ​ - ​ ​ - ​ ​ (284,122) ​ ​ - ​ ​ - ​ ​ (284,122) ​ ​ - Noncontrolling investors, net ​ - ​ ​ - ​ ​ - ​ ​ - ​ ​ 1,350 ​ ​ - ​ ​ - ​ ​ 25,276 ​ ​ 26,626 ​ ​ - Share repurchases ​ (9,432) ​ ​ 9,432 ​ ​ - ​ ​ (1,212,164) ​ ​ - ​ ​ - ​ ​ - ​ ​ - ​ ​ (1,212,164) ​ ​ - Equity-based compensation ​ 531 ​ ​ (267) ​ ​ 1 ​ ​ 15,504 ​ ​ 10,859 ​ ​ (520) ​ ​ - ​ ​ - ​ ​ 25,844 ​ ​ - Net income ​ - ​ ​ - ​ ​ - ​ ​ - ​ ​ - ​ ​ 1,537,134 ​ ​ - ​ ​ 12,822 ​ ​ 1,549,956 ​ ​ - Other comprehensive loss, net of tax ​ - ​ ​ - ​ ​ - ​ ​ - ​ ​ - ​ ​ - ​ ​ (421) ​ ​ - ​ ​ (421) ​ ​ - --- ## New in Current Filing: Note 1. Description of the Business and Summary of Significant Accounting Policies (Continued) Refer to Note 12. Segment Information for disaggregated revenue by segment to external, external non-United States, and other segment customers. --- ## New in Current Filing: Note 1. Description of the Business and Summary of Significant Accounting Policies (Continued) Refer to Note 12. Segment Information for disaggregated revenue by segment to external, external non-United States, and other segment customers. --- ## New in Current Filing: Note 1. Description of the Business and Summary of Significant Accounting Policies (Continued) Refer to Note 12. Segment Information for disaggregated revenue by segment to external, external non-United States, and other segment customers. --- ## New in Current Filing: Equity-Based Compensation The company has several stock-based employee compensation plans which are more fully described in Note 6. Equity-Based Incentive Plans. Compensation expense for restricted stock units, deferred stock units, restricted stock, stock appreciation awards, and performance awards is recorded over the vesting periods using the fair value as determined by the closing fair market value of the company's common stock on the grant date, and with respect to performance awards, an estimate of probability of award achievement during the performance period. The company recognizes forfeitures as they occur. Compensation expense for these stock-based employee compensation plans was $65.6 million, $60.1 million, and $69.2 million for the years ended December 31, 2024, 2023, and 2022, respectively. --- ## New in Current Filing: (Denominator) ​ Amount Basic earnings per share ​ $ 1,537,134 ​ ​ 155,420 ​ $ 9.89 ​ ​ $ 2,450,882 ​ ​ 166,552 ​ $ 14.72 Dilutive common share equivalents ​ ​ - ​ ​ 716 ​ ​ ​ ​ ​ ​ - ​ ​ 879 ​ ​ ​ Diluted earnings per share ​ $ 1,537,134 ​ ​ 156,136 ​ $ 9.84 ​ ​ $ 2,450,882 ​ ​ 167,431 ​ $ 14.64 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2022 ​ ​ Net Income ​ Shares ​ Per Share ​ ​ --- ## New in Current Filing: Note 1. Description of the Business and Summary of Significant Accounting Policies (Continued) Refer to Note 12. Segment Information for disaggregated revenue by segment to external, external non-United States, and other segment customers. --- ## New in Current Filing: Recently Adopted Accounting Pronouncements In November 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which is intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The company adopted ASU 2023-07 during the year ended December 31, 2024. See Note 12. Segment Information. --- ## New in Current Filing: Note 3. Long-Term Debt The company's borrowings consisted of the following at December 31 (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2024 ​ 2023 ​ ​ ​ ​ 2.800% senior notes due 2024 $ - ​ $ 400,000 ​ ​ ​ ​ 2.400% senior notes due 2025 ​ 400,000 ​ ​ 400,000 ​ ​ ​ ​ 5.000% senior notes due 2026 ​ 400,000 ​ ​ 400,000 ​ ​ ​ ​ 1.650% senior notes due 2027 ​ 350,000 ​ ​ 350,000 ​ ​ ​ ​ 3.450% senior notes due 2030 ​ 600,000 ​ ​ 600,000 ​ ​ ​ ​ 3.250% senior notes due 2031 ​ 500,000 ​ ​ 500,000 ​ ​ ​ ​ 5.375% senior notes due 2034 ​ 600,000 ​ ​ - ​ ​ ​ ​ 3.250% senior notes due 2050 ​ 400,000 ​ ​ 400,000 ​ ​ ​ ​ Other obligations ​ 28,803 ​ ​ 61,836 ​ ​ ​ ​ Total debt ​ 3,278,803 ​ ​ 3,111,836 ​ ​ ​ ​ Less debt issuance costs and original issue discounts ​ 47,796 ​ ​ 40,780 ​ ​ ​ ​ Total amounts outstanding ​ 3,231,007 ​ ​ 3,071,056 ​ ​ ​ ​ Less current maturities ​ 426,990 ​ ​ 459,987 ​ ​ ​ ​ Long-term debt $ 2,804,017 ​ $ 2,611,069 ​ ​ ​ --- ## New in Current Filing: Compensation Outstanding RSUs as of January 1, 2022 1,348,258 ​ $ 43.82 ​ $ 83,686 ​ $ 39,657 Granted 481,926 ​ ​ 98.29 ​ ​ ​ ​ ​ ​ Vested (786,622) ​ ​ 37.38 ​ ​ ​ ​ ​ ​ Forfeited (70,011) ​ ​ 46.82 ​ ​ ​ ​ ​ ​ As of December 31, 2022 973,551 ​ $ 71.80 ​ $ 94,765 ​ $ 44,394 Granted 433,810 ​ ​ 108.95 ​ ​ ​ ​ ​ ​ Vested (517,041) ​ ​ 64.03 ​ ​ ​ ​ ​ ​ Forfeited (40,829) ​ ​ 78.70 ​ ​ ​ ​ ​ ​ As of December 31, 2023 849,491 ​ $ 99.13 ​ $ 101,480 ​ $ 43,073 Granted 374,370 ​ ​ 137.14 ​ ​ ​ ​ ​ ​ Vested (394,675) ​ ​ 94.28 ​ ​ ​ ​ ​ ​ Forfeited (39,874) ​ ​ 104.21 ​ ​ ​ ​ ​ ​ As of December 31, 2024 (nonvested) 789,312 ​ $ 115.47 ​ $ 90,037 ​ $ 54,964 ​ The weighted average remaining life before vesting of the outstanding RSUs as of December 31, 2024, is 1.6 years. The fair value of RSUs vesting during 2024, 2023, and 2022 was $56.2 million, $58.3 million, and $79.1 million, respectively, and was net-share settled such that the company withheld shares with value equivalent to the employees' minimum statutory obligation for the applicable income and other employment taxes and remitted the cash to the appropriate taxing authorities. The total shares withheld in 2024, 2023, and 2022 were approximately 287,000, 342,000, and 249,000 shares, respectively, and were based on the value of the RSUs on their vesting dates as determined by the company's closing stock price. ​ --- ## New in Current Filing: Note 6. Equity-Based Incentive Plans (Continued) Substantially all of the company's full-time, non-union, U.S. team members receive RSUs, which are granted annually in November at no cost to employees and vest 100% over the shorter of two years from grant date or upon the recipient reaching retirement eligible age (59½ years). During 2024, 2023, and 2022, certain senior leadership of the company received RSUs in February which vest over a period of 2 to 4 years. The stock is issued to employees upon vesting. The company satisfies RSUs with newly issued shares, and satisfies restricted and unrestricted stock awards, DSUs, and performance awards with treasury shares. In addition to the RSUs and LTIP awards granted during the three-year period ended December 31, 2024, presented below, the company awarded 13,000, 18,000 and 20,000 DSUs in 2024, 2023 and 2022, respectively. The 1,300 SARs awards outstanding at December 31, 2024, for which no shares of common stock can be issued because the awards must be cash-settled upon exercise, have a weighted-average exercise price of $42.83. 59½ years --- ## New in Current Filing: Note 7. Fair Value Measurements Accounting standards provide a comprehensive framework for measuring fair value, sets forth a definition of fair value and establishes a hierarchy prioritizing the inputs to valuation techniques, giving the highest priority to quoted prices in active markets for identical assets and liabilities and the lowest priority to unobservable value inputs. Levels within the hierarchy are defined as follows: 76 76 Table of ContentsNote 7. Fair Value Measurements (Continued)The following table sets forth financial assets and liabilities measured at fair value on a recurring basis in the consolidated balance sheet and the respective levels to which the fair value measurements are classified within the fair value hierarchy as of December 31 (in thousands):​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​Quoted Prices​Significant ​​​​​​​​​​ in Active​Other​Significant​​​​​​​ Markets for ​ Observable ​Unobservable​​​​​​​Identical Assets​Inputs​Inputs​​​​Total​ (Level 1)​(Level 2)​(Level 3)​​​December 31, 2024​​​​​​​​​​​​​​Short-term investments$ 147,811​$ -​$ 147,811​$ -​​​Commodity futures - financial assets​ 19,323​​ -​​ 19,323​​ -​​​Commodity futures - financial liabilities​ 6,272​​ -​​ 6,272​​ -​​​​​​​​​​​​​​​​​​December 31, 2023​​​​​​​​​​​​​​Short-term investments$ 721,210​$ -​$ 721,210​$ -​​​Commodity futures - financial assets​ 2,483​​ -​​ 2,483​​ -​​​Commodity futures - financial liabilities​ 9,305​​ -​​ 9,305​​ -​​​The carrying amounts of financial instruments including cash equivalents approximate fair value (Level 1). The fair values of short-term investments commodity futures contracts are estimated by the use of quoted market prices, estimates obtained from brokers, and other appropriate valuation techniques based on references available (Level 2). The fair value of long-term debt, including current maturities, as determined by quoted market prices (Level 2), was approximately $3.0 billion and $2.8 billion at December 31, 2024 and 2023, respectively (with a corresponding carrying amount in the consolidated balance sheet of $3.2 billion and $3.1 billion at December 31, 2024 and 2023, respectively).Note 8. Commitments and ContingenciesThe company has entered into certain commitments with suppliers which are of a customary nature. Commitments have been entered into relating to future expected requirements for commodities such as electricity, water, natural gas and its transportation services, fuel, air products, zinc, and electrodes. Certain commitments contain provisions which require that the company "take or pay" for specified quantities at fixed prices without regard to actual usage for periods of generally up to 5 years for physical commodity requirements and commodity transportation requirements, with some extending beyond, and for up to 15 years for air products and 27 years for water products. The company utilized such "take or pay" requirements during the past three years under these contracts. The company believes that production requirements will be such that consumption of the products or services purchased under these commitments will occur in the normal production process.The company's commitments for these agreements with "take or pay" or other similar commitment provisions for the years ending December 31 are as follows (in thousands):​​​​​​​2025​$ 358,976​​2026​​ 57,430​​2027​​ 37,483​​2028​​ 24,360​​2029​​ 18,698​​Thereafter​​ 164,532​​​​$ 661,479​​​77 Table of Contents Table of Contents Table of Contents Note 7. Fair Value Measurements (Continued)The following table sets forth financial assets and liabilities measured at fair value on a recurring basis in the consolidated balance sheet and the respective levels to which the fair value measurements are classified within the fair value hierarchy as of December 31 (in thousands):​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​Quoted Prices​Significant ​​​​​​​​​​ in Active​Other​Significant​​​​​​​ Markets for ​ Observable ​Unobservable​​​​​​​Identical Assets​Inputs​Inputs​​​​Total​ (Level 1)​(Level 2)​(Level 3)​​​December 31, 2024​​​​​​​​​​​​​​Short-term investments$ 147,811​$ -​$ 147,811​$ -​​​Commodity futures - financial assets​ 19,323​​ -​​ 19,323​​ -​​​Commodity futures - financial liabilities​ 6,272​​ -​​ 6,272​​ -​​​​​​​​​​​​​​​​​​December 31, 2023​​​​​​​​​​​​​​Short-term investments$ 721,210​$ -​$ 721,210​$ -​​​Commodity futures - financial assets​ 2,483​​ -​​ 2,483​​ -​​​Commodity futures - financial liabilities​ 9,305​​ -​​ 9,305​​ -​​​The carrying amounts of financial instruments including cash equivalents approximate fair value (Level 1). The fair values of short-term investments commodity futures contracts are estimated by the use of quoted market prices, estimates obtained from brokers, and other appropriate valuation techniques based on references available (Level 2). The fair value of long-term debt, including current maturities, as determined by quoted market prices (Level 2), was approximately $3.0 billion and $2.8 billion at December 31, 2024 and 2023, respectively (with a corresponding carrying amount in the consolidated balance sheet of $3.2 billion and $3.1 billion at December 31, 2024 and 2023, respectively).Note 8. Commitments and ContingenciesThe company has entered into certain commitments with suppliers which are of a customary nature. Commitments have been entered into relating to future expected requirements for commodities such as electricity, water, natural gas and its transportation services, fuel, air products, zinc, and electrodes. Certain commitments contain provisions which require that the company "take or pay" for specified quantities at fixed prices without regard to actual usage for periods of generally up to 5 years for physical commodity requirements and commodity transportation requirements, with some extending beyond, and for up to 15 years for air products and 27 years for water products. The company utilized such "take or pay" requirements during the past three years under these contracts. The company believes that production requirements will be such that consumption of the products or services purchased under these commitments will occur in the normal production process.The company's commitments for these agreements with "take or pay" or other similar commitment provisions for the years ending December 31 are as follows (in thousands):​​​​​​​2025​$ 358,976​​2026​​ 57,430​​2027​​ 37,483​​2028​​ 24,360​​2029​​ 18,698​​Thereafter​​ 164,532​​​​$ 661,479​​​ Note 7. Fair Value Measurements (Continued)The following table sets forth financial assets and liabilities measured at fair value on a recurring basis in the consolidated balance sheet and the respective levels to which the fair value measurements are classified within the fair value hierarchy as of December 31 (in thousands):​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​Quoted Prices​Significant ​​​​​​​​​​ in Active​Other​Significant​​​​​​​ Markets for ​ Observable ​Unobservable​​​​​​​Identical Assets​Inputs​Inputs​​​​Total​ (Level 1)​(Level 2)​(Level 3)​​​December 31, 2024​​​​​​​​​​​​​​Short-term investments$ 147,811​$ -​$ 147,811​$ -​​​Commodity futures - financial assets​ 19,323​​ -​​ 19,323​​ -​​​Commodity futures - financial liabilities​ 6,272​​ -​​ 6,272​​ -​​​​​​​​​​​​​​​​​​December 31, 2023​​​​​​​​​​​​​​Short-term investments$ 721,210​$ -​$ 721,210​$ -​​​Commodity futures - financial assets​ 2,483​​ -​​ 2,483​​ -​​​Commodity futures - financial liabilities​ 9,305​​ -​​ 9,305​​ -​​​The carrying amounts of financial instruments including cash equivalents approximate fair value (Level 1). The fair values of short-term investments commodity futures contracts are estimated by the use of quoted market prices, estimates obtained from brokers, and other appropriate valuation techniques based on references available (Level 2). The fair value of long-term debt, including current maturities, as determined by quoted market prices (Level 2), was approximately $3.0 billion and $2.8 billion at December 31, 2024 and 2023, respectively (with a corresponding carrying amount in the consolidated balance sheet of $3.2 billion and $3.1 billion at December 31, 2024 and 2023, respectively).Note 8. Commitments and ContingenciesThe company has entered into certain commitments with suppliers which are of a customary nature. Commitments have been entered into relating to future expected requirements for commodities such as electricity, water, natural gas and its transportation services, fuel, air products, zinc, and electrodes. Certain commitments contain provisions which require that the company "take or pay" for specified quantities at fixed prices without regard to actual usage for periods of generally up to 5 years for physical commodity requirements and commodity transportation requirements, with some extending beyond, and for up to 15 years for air products and 27 years for water products. The company utilized such "take or pay" requirements during the past three years under these contracts. The company believes that production requirements will be such that consumption of the products or services purchased under these commitments will occur in the normal production process.The company's commitments for these agreements with "take or pay" or other similar commitment provisions for the years ending December 31 are as follows (in thousands):​​​​​​​2025​$ 358,976​​2026​​ 57,430​​2027​​ 37,483​​2028​​ 24,360​​2029​​ 18,698​​Thereafter​​ 164,532​​​​$ 661,479​​​ --- ## New in Current Filing: Note 7. Fair Value Measurements (Continued) The following table sets forth financial assets and liabilities measured at fair value on a recurring basis in the consolidated balance sheet and the respective levels to which the fair value measurements are classified within the fair value hierarchy as of December 31 (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ --- ## New in Current Filing: Identical Assets ​ Inputs ​ Inputs ​ ​ ​ ​ Total ​ (Level 1) ​ (Level 2) ​ (Level 3) ​ ​ ​ --- ## New in Current Filing: December 31, 2024 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Short-term investments $ 147,811 ​ $ - ​ $ 147,811 ​ $ - ​ ​ ​ Commodity futures - financial assets ​ 19,323 ​ ​ - ​ ​ 19,323 ​ ​ - ​ ​ ​ Commodity futures - financial liabilities ​ 6,272 ​ ​ - ​ ​ 6,272 ​ ​ - ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ --- ## New in Current Filing: December 31, 2023 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Short-term investments $ 721,210 ​ $ - ​ $ 721,210 ​ $ - ​ ​ ​ Commodity futures - financial assets ​ 2,483 ​ ​ - ​ ​ 2,483 ​ ​ - ​ ​ ​ Commodity futures - financial liabilities ​ 9,305 ​ ​ - ​ ​ 9,305 ​ ​ - ​ ​ ​ The carrying amounts of financial instruments including cash equivalents approximate fair value (Level 1). The fair values of short-term investments commodity futures contracts are estimated by the use of quoted market prices, estimates obtained from brokers, and other appropriate valuation techniques based on references available (Level 2). The fair value of long-term debt, including current maturities, as determined by quoted market prices (Level 2), was approximately $3.0 billion and $2.8 billion at December 31, 2024 and 2023, respectively (with a corresponding carrying amount in the consolidated balance sheet of $3.2 billion and $3.1 billion at December 31, 2024 and 2023, respectively). --- ## New in Current Filing: Note 8. Commitments and Contingencies The company has entered into certain commitments with suppliers which are of a customary nature. Commitments have been entered into relating to future expected requirements for commodities such as electricity, water, natural gas and its transportation services, fuel, air products, zinc, and electrodes. Certain commitments contain provisions which require that the company "take or pay" for specified quantities at fixed prices without regard to actual usage for periods of generally up to 5 years for physical commodity requirements and commodity transportation requirements, with some extending beyond, and for up to 15 years for air products and 27 years for water products. The company utilized such "take or pay" requirements during the past three years under these contracts. The company believes that production requirements will be such that consumption of the products or services purchased under these commitments will occur in the normal production process. The company's commitments for these agreements with "take or pay" or other similar commitment provisions for the years ending December 31 are as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2025 ​ $ 358,976 ​ ​ 2026 ​ ​ 57,430 ​ ​ 2027 ​ ​ 37,483 ​ ​ 2028 ​ ​ 24,360 ​ ​ 2029 ​ ​ 18,698 ​ ​ Thereafter ​ ​ 164,532 ​ ​ ​ ​ $ 661,479 ​ ​ ​ 77 77 --- ## No Match in Current: Pandemics, epidemics, widespread illness or other health issues may adversely affect our business, results of operations, financial condition, cash flows, liquidity, and stock price. *This section from the 2024 filing does not have a high-confidence textual match in 2025. It may have been removed, merged, or substantially reworded.* Pandemics, epidemics, widespread illness or other health issues may adversely affect our business, results of operations, financial condition, cash flows, liquidity and stock price. Government 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 high interest rates, and any similar future actions may result in similar or additional impacts. --- ## No Match in Current: 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. *This section from the 2024 filing does not have a high-confidence textual match in 2025. It may have been removed, merged, or substantially reworded.* 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. 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 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 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. Moreover, some of our integrated steel producer competitors are not as dependent as we are on ferrous scrap as a part of their raw material melt mix, which, during periods of high scrap costs relative to the cost of blast furnace iron used by the integrated producers, give them a raw material cost advantage over EAF mills. 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. 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. 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. 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. 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. --- ## No Match in Current: Steel Operations Segment *This section from the 2024 filing does not have a high-confidence textual match in 2025. It may have been removed, merged, or substantially reworded.* ​ Steel operations consist of our electric arc furnace (EAF) steel mills, producing steel from ferrous scrap and scrap substitutes, utilizing continuous casting, automated rolling mills and numerous steel coating, processing lines and warehouse operations. Our steel operations sell directly to end-users, steel fabricators, and service centers. These products are used in numerous industry sectors, including the construction, automotive, manufacturing, transportation, heavy and agriculture equipment, energy and pipe and tube (including OCTG) markets. Steel operations accounted for 67% and 65% of our consolidated net sales during 2023 and 2022, respectively. See Item 1. Business for further information on Steel Operations segment operations. --- ## No Match in Current: Years Ended December 31, *This section from the 2024 filing does not have a high-confidence textual match in 2025. It may have been removed, merged, or substantially reworded.* ​ ​ ​ 2023 ​ % Change ​ 2022 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net sales ​ ​ ​ ​ ​ ​ ​ ​ ​ Steel Operations $ 13,067,622 ​ (13)% ​ $ 15,100,996 ​ ​ Metals Recycling Operations ​ 4,360,127 ​ (1)% ​ ​ 4,395,668 ​ ​ Steel Fabrication Operations ​ 2,806,777 ​ (34)% ​ ​ 4,257,207 ​ ​ Aluminum Operations ​ - ​ - ​ ​ - ​ ​ Other ​ 1,171,901 ​ (9)% ​ ​ 1,287,980 ​ ​ ​ ​ 21,406,427 ​ ​ ​ ​ 25,041,851 ​ ​ Intra-company ​ (2,611,111) ​ ​ ​ ​ (2,781,077) ​ ​ ​ $ 18,795,316 ​ (16)% ​ $ 22,260,774 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating income (loss) ​ ​ ​ ​ ​ ​ ​ ​ ​ Steel Operations $ 1,881,600 ​ (39)% ​ $ 3,092,689 ​ ​ Metals Recycling Operations ​ 88,654 ​ (24)% ​ ​ 116,497 ​ ​ Steel Fabrication Operations ​ 1,593,261 ​ (34)% ​ ​ 2,424,655 ​ ​ Aluminum Operations ​ (23,773) ​ (909)% ​ ​ (2,355) ​ ​ Other ​ (394,577) ​ 34% ​ ​ (594,045) ​ ​ ​ ​ 3,145,165 ​ ​ ​ ​ 5,037,441 ​ ​ Intra-company ​ 6,016 ​ ​ ​ ​ 54,381 ​ ​ ​ $ 3,151,181 ​ (38)% ​ $ 5,091,822 ​ ​ ​ 41 41 Table of Contents​Steel Operations Segment​Steel operations consist of our electric arc furnace (EAF) steel mills, producing steel from ferrous scrap and scrap substitutes, utilizing continuous casting, automated rolling mills and numerous steel coating, processing lines and warehouse operations. Our steel operations sell directly to end-users, steel fabricators, and service centers. These products are used in numerous industry sectors, including the construction, automotive, manufacturing, transportation, heavy and agriculture equipment, energy and pipe and tube (including OCTG) markets. Steel operations accounted for 67% and 65% of our consolidated net sales during 2023 and 2022, respectively. See Item 1. Business for further information on Steel Operations segment operations.Steel Operations Shipments (tons):​​​​​​​​​​​​​​​​​​ Years Ended December 31, ​​​2023​% Change​2022​​Total shipments 12,821,753​5% ​ 12,159,189​​Intra-segment shipments (1,449,832)​​​ (1,354,940)​​Steel Operations Segment shipments 11,371,921​5% ​ 10,804,249​​​​​​​​​​External shipments 10,976,707​5% ​ 10,411,490​​​42 Table of Contents Table of Contents Table of Contents ​Steel Operations Segment​Steel operations consist of our electric arc furnace (EAF) steel mills, producing steel from ferrous scrap and scrap substitutes, utilizing continuous casting, automated rolling mills and numerous steel coating, processing lines and warehouse operations. Our steel operations sell directly to end-users, steel fabricators, and service centers. These products are used in numerous industry sectors, including the construction, automotive, manufacturing, transportation, heavy and agriculture equipment, energy and pipe and tube (including OCTG) markets. Steel operations accounted for 67% and 65% of our consolidated net sales during 2023 and 2022, respectively. See Item 1. Business for further information on Steel Operations segment operations.Steel Operations Shipments (tons):​​​​​​​​​​​​​​​​​​ Years Ended December 31, ​​​2023​% Change​2022​​Total shipments 12,821,753​5% ​ 12,159,189​​Intra-segment shipments (1,449,832)​​​ (1,354,940)​​Steel Operations Segment shipments 11,371,921​5% ​ 10,804,249​​​​​​​​​​External shipments 10,976,707​5% ​ 10,411,490​​​ ​ --- ## No Match in Current: Balances at January 1, 2021 *This section from the 2024 filing does not have a high-confidence textual match in 2025. It may have been removed, merged, or substantially reworded.* ​ 210,914 ​ ​ 55,704 ​ ​ 648 ​ ​ (1,623,747) ​ ​ 1,207,392 ​ ​ 4,758,969 ​ ​ 1,902 ​ ​ (155,552) ​ ​ 4,189,612 ​ ​ 158,614 Dividends declared ​ - ​ ​ - ​ ​ - ​ ​ - ​ ​ - ​ ​ (210,939) ​ ​ - ​ ​ - ​ ​ (210,939) ​ ​ - Noncontrolling investors, net ​ - ​ ​ - ​ ​ - ​ ​ - ​ ​ - ​ ​ (150) ​ ​ - ​ ​ (73,080) ​ ​ (73,230) ​ ​ 52,800 Share repurchases ​ (16,867) ​ ​ 16,867 ​ ​ - ​ ​ (1,060,632) ​ ​ - ​ ​ - ​ ​ - ​ ​ - ​ ​ (1,060,632) ​ ​ - Equity-based compensation ​ 951 ​ ​ (344) ​ ​ 1 ​ ​ 10,112 ​ ​ 11,541 ​ ​ (529) ​ ​ - ​ ​ - ​ ​ 21,125 ​ ​ - Net income ​ - ​ ​ - ​ ​ - ​ ​ - ​ ​ - ​ ​ 3,214,066 ​ ​ - ​ ​ 32,748 ​ ​ 3,246,814 ​ ​ - Other comprehensive loss, net of tax ​ - ​ ​ - ​ ​ - ​ ​ - ​ ​ - ​ ​ - ​ ​ (3,993) ​ ​ - ​ ​ (3,993) ​ ​ - --- ## No Match in Current: Inventories *This section from the 2024 filing does not have a high-confidence textual match in 2025. It may have been removed, merged, or substantially reworded.* Inventories are stated at lower of cost or net realizable value. Cost is determined using a weighted average cost method for raw materials (including scrap and purchased steel substrate) and supplies, and on a first-in, first-out basis for other inventory. Inventory consisted of the following at December 31 (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2023 ​ 2022 ​ ​ Raw materials $ 1,226,272 ​ $ 1,608,344 ​ ​ Supplies ​ 711,653 ​ ​ 629,074 ​ ​ Work in progress ​ 296,932 ​ ​ 256,071 ​ ​ Finished goods ​ 659,775 ​ ​ 636,475 ​ ​ Total inventories $ 2,894,632 ​ $ 3,129,964 ​ ​ --- ## No Match in Current: (Denominator) *This section from the 2024 filing does not have a high-confidence textual match in 2025. It may have been removed, merged, or substantially reworded.* ​ Amount Basic earnings per share ​ $ 2,450,882 ​ ​ 166,552 ​ $ 14.72 ​ ​ $ 3,862,674 ​ ​ 183,393 ​ $ 21.06 Dilutive common share equivalents ​ ​ - ​ ​ 879 ​ ​ ​ ​ ​ ​ - ​ ​ 1,229 ​ ​ ​ Diluted earnings per share ​ $ 2,450,882 ​ ​ 167,431 ​ $ 14.64 ​ ​ $ 3,862,674 ​ ​ 184,622 ​ $ 20.92 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2021 ​ ​ Net Income ​ Shares ​ Per Share ​ ​ --- ## No Match in Current: Note 1. Description of the Business and Summary of Significant Accounting Policies (Continued) *This section from the 2024 filing does not have a high-confidence textual match in 2025. It may have been removed, merged, or substantially reworded.* useful life ranging from 3 to 15 years for plant, machinery and equipment, and 10 to 40 years for buildings and improvements. Repairs and maintenance are expensed as incurred. Depreciation is provided utilizing the straight-line depreciation methodology, or the units-of-production depreciation methodology for certain production-related steel operations segment assets, based on units produced, subject to minimum and maximum levels. Depreciation expense was $397.0 million, $349.4 million, and $311.4 million for the years ended December 31, 2023, 2022, and 2021, respectively. The company's property, plant and equipment consisted of the following at December 31 (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2023 ​ 2022 ​ ​ Land and improvements ​ $ 693,166 ​ $ 521,881 ​ ​ Buildings and improvements ​ ​ 1,255,274 ​ ​ 1,238,824 ​ ​ Plant, machinery and equipment ​ ​ 6,887,985 ​ ​ 6,683,237 ​ ​ Construction in progress ​ ​ 2,096,489 ​ ​ 780,741 ​ ​ ​ ​ ​ 10,932,914 ​ ​ 9,224,683 ​ ​ Less accumulated depreciation ​ ​ 4,198,696 ​ ​ 3,851,018 ​ ​ Property, plant and equipment, net ​ $ 6,734,218 ​ $ 5,373,665 ​ ​ --- ## No Match in Current: Long-Term Incentive Compensation Program (LTIP) *This section from the 2024 filing does not have a high-confidence textual match in 2025. It may have been removed, merged, or substantially reworded.* The company maintains an LTIP performance-based program directed toward key senior leadership of the company, as determined at the discretion of the Compensation Committee of the Board of Directors. Awards are in shares of the company's common stock using the stock price on the first day of the performance period to convert each key senior executive's predetermined multiple of annual base salary. The performance period is generally three years; however, transition awards can be issued with a shorter performance period. Performance is measured in terms of equal portions of four growth and profitability measures, as compared to the same measures, similarly treated, of a pre-established group of steel sector competitors. Awards earned can range from zero to 100% of the shares awarded, and award shares vest immediately once earned on the basis of performance. The Compensation Committee granted the following three-year performance period awards and transition awards, which have been earned and have or will be issued as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Maximum ​ ​ ​ ​ ​ ​ ​ ​ --- ## No Match in Current: Note 7. Derivative Financial Instruments *This section from the 2024 filing does not have a high-confidence textual match in 2025. It may have been removed, merged, or substantially reworded.* The company is exposed to certain risks relating to its ongoing business operations. The company utilizes derivative instruments to mitigate commodity price risk, occasionally to mitigate foreign currency exchange rate risk, and has in the past to mitigate interest rate fluctuation risk. The company routinely enters into forward exchange traded futures to manage the price risk associated with nonferrous metals inventory, as well as purchases and sales of nonferrous (primarily aluminum and copper) and ferrous metals. The company offsets fair value amounts recognized for derivative instruments executed with the same counterparty under master netting agreements. If the company is "long" on commodity futures contracts, it means the company has more futures contracts purchased than futures contracts sold for the underlying commodity. If the company is "short" on a futures contract, it means the company has more futures contracts sold than futures contracts purchased for the underlying commodity. The following summarizes the company's futures contract commitments as of December 31, 2023: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ --- ## No Match in Current: Metric Tons *This section from the 2024 filing does not have a high-confidence textual match in 2025. It may have been removed, merged, or substantially reworded.* ​ ​ Aluminum ​ Long ​ 3,550 ​ ​ Aluminum ​ Short ​ 8,800 ​ ​ Copper ​ Long ​ 12,837 ​ ​ Copper ​ Short ​ 33,589 ​ ​ The following summarizes the location and amounts of the fair values reported on the company's consolidated balance sheets and gains or losses related to derivatives included in the company's consolidated statements of income as of and for the years ended December 31 (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ --- ## No Match in Current: December 31, 2022 *This section from the 2024 filing does not have a high-confidence textual match in 2025. It may have been removed, merged, or substantially reworded.* ​ Derivative instruments designated as hedges ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Commodity futures Other current assets ​ $ 1,065 ​ $ 2,169 ​ $ 1,097 ​ $ 2,119 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Derivative instruments not designated as hedges ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Commodity futures Other current assets ​ ​ 1,418 ​ ​ 2,102 ​ ​ 8,208 ​ ​ 5,269 ​ Total derivative instruments ​ ​ $ 2,483 ​ $ 4,271 ​ $ 9,305 ​ $ 7,388 ​ ​ ​ 78 78 Table of ContentsNote 7. Derivative Financial Instruments (Continued)The fair value of the above derivative instruments along with required margin deposit amounts with the same counterparty under master netting agreements totaled $24.0 million and $23.5 million at December 31, 2023, and 2022, respectively, and are reflected in other current assets in the consolidated balance sheets.​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​Amount of​​​​​​​​​Location of gain​​gain (loss)​​​Location of gain​​Amount of gain​​(loss) recognized​​recognized in​Hedged items in​(loss) recognized​​ (loss) recognized in​​in income on​​income on​fair value hedge​in income on​​income on related​​derivatives​​ derivatives​relationships​related hedged items​​hedged items For the Year Ended December 31, 2023​​​​​​​​​​​​​​​​​​​​​​​​​Derivatives in fair value ​​​​​​​​​​​​hedging relationships​​​​​​​​​​​​Commodity futures​Costs of goods sold​$ 536​Firm commitments​Costs of goods sold​$ 853​​​​​​​Inventory​Costs of goods sold​​ (217)Derivatives not designated​​​​​​​​​​$ 636as hedging instruments​​​​​​​​​​​​Commodity futures​Costs of goods sold​$ 4,734​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​For the Year Ended December 31, 2022​​​​​​​​​​​​​​​​​​​​​​​​​Derivatives in fair value ​​​​​​​​​​​​hedging relationships​​​​​​​​​​​​Commodity futures​Costs of goods sold​$ 2,284​Firm commitments​Costs of goods sold​$ (2,290)​​​​​​​Inventory​Costs of goods sold​​ (708)Derivatives not designated​​​​​​​​​​$ (2,998)as hedging instruments​​​​​​​​​​​​Commodity futures​Costs of goods sold​$ 24,748​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​For the Year Ended December 31, 2021​​​​​​​​​​​​​​​​​​​​​​​​​Derivatives in fair value ​​​​​​​​​​​​hedging relationships​​​​​​​​​​​​Commodity futures​Costs of goods sold​$ (1,369)​Firm commitments​Costs of goods sold​$ 3,354​​​​​​​Inventory​Costs of goods sold​​ 1,054Derivatives not designated​​​​​​​​​​$ 4,408as hedging instruments​​​​​​​​​​​​Commodity futures​Costs of goods sold​$ (33,517)​​​​​​​​Derivatives accounted for as fair value hedges had ineffectiveness resulting in gains of $440,000, $72,000, and losses of $101,000 for the years ended December 31, 2023, 2022, and 2021, respectively. Gains excluded from hedge effectiveness testing of $732,000 decreased cost of goods sold, losses excluded from hedge effectiveness testing of $786,000 increased cost of goods sold, and gains excluded from hedge effectiveness testing of $3.1 million decreased cost of goods sold for the years ended December 31, 2023, 2022, and 2021, respectively. ​79 Table of Contents Table of Contents Table of Contents Note 7. Derivative Financial Instruments (Continued)The fair value of the above derivative instruments along with required margin deposit amounts with the same counterparty under master netting agreements totaled $24.0 million and $23.5 million at December 31, 2023, and 2022, respectively, and are reflected in other current assets in the consolidated balance sheets.​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​Amount of​​​​​​​​​Location of gain​​gain (loss)​​​Location of gain​​Amount of gain​​(loss) recognized​​recognized in​Hedged items in​(loss) recognized​​ (loss) recognized in​​in income on​​income on​fair value hedge​in income on​​income on related​​derivatives​​ derivatives​relationships​related hedged items​​hedged items For the Year Ended December 31, 2023​​​​​​​​​​​​​​​​​​​​​​​​​Derivatives in fair value ​​​​​​​​​​​​hedging relationships​​​​​​​​​​​​Commodity futures​Costs of goods sold​$ 536​Firm commitments​Costs of goods sold​$ 853​​​​​​​Inventory​Costs of goods sold​​ (217)Derivatives not designated​​​​​​​​​​$ 636as hedging instruments​​​​​​​​​​​​Commodity futures​Costs of goods sold​$ 4,734​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​For the Year Ended December 31, 2022​​​​​​​​​​​​​​​​​​​​​​​​​Derivatives in fair value ​​​​​​​​​​​​hedging relationships​​​​​​​​​​​​Commodity futures​Costs of goods sold​$ 2,284​Firm commitments​Costs of goods sold​$ (2,290)​​​​​​​Inventory​Costs of goods sold​​ (708)Derivatives not designated​​​​​​​​​​$ (2,998)as hedging instruments​​​​​​​​​​​​Commodity futures​Costs of goods sold​$ 24,748​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​For the Year Ended December 31, 2021​​​​​​​​​​​​​​​​​​​​​​​​​Derivatives in fair value ​​​​​​​​​​​​hedging relationships​​​​​​​​​​​​Commodity futures​Costs of goods sold​$ (1,369)​Firm commitments​Costs of goods sold​$ 3,354​​​​​​​Inventory​Costs of goods sold​​ 1,054Derivatives not designated​​​​​​​​​​$ 4,408as hedging instruments​​​​​​​​​​​​Commodity futures​Costs of goods sold​$ (33,517)​​​​​​​​Derivatives accounted for as fair value hedges had ineffectiveness resulting in gains of $440,000, $72,000, and losses of $101,000 for the years ended December 31, 2023, 2022, and 2021, respectively. Gains excluded from hedge effectiveness testing of $732,000 decreased cost of goods sold, losses excluded from hedge effectiveness testing of $786,000 increased cost of goods sold, and gains excluded from hedge effectiveness testing of $3.1 million decreased cost of goods sold for the years ended December 31, 2023, 2022, and 2021, respectively. ​ --- ## No Match in Current: Note 7. Derivative Financial Instruments (Continued) *This section from the 2024 filing does not have a high-confidence textual match in 2025. It may have been removed, merged, or substantially reworded.* The fair value of the above derivative instruments along with required margin deposit amounts with the same counterparty under master netting agreements totaled $24.0 million and $23.5 million at December 31, 2023, and 2022, respectively, and are reflected in other current assets in the consolidated balance sheets. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Amount of ​ ​ ​ ​ ​ ​ ​ ​ ​ --- ## No Match in Current: For the Year Ended December 31, 2023 *This section from the 2024 filing does not have a high-confidence textual match in 2025. It may have been removed, merged, or substantially reworded.* ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Derivatives in fair value ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ hedging relationships ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Commodity futures ​ Costs of goods sold ​ $ 536 ​ Firm commitments ​ Costs of goods sold ​ $ 853 ​ ​ ​ ​ ​ ​ ​ Inventory ​ Costs of goods sold ​ ​ (217) Derivatives not designated ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ $ 636 as hedging instruments ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Commodity futures ​ Costs of goods sold ​ $ 4,734 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ --- ## No Match in Current: For the Year Ended December 31, 2022 *This section from the 2024 filing does not have a high-confidence textual match in 2025. It may have been removed, merged, or substantially reworded.* ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Derivatives in fair value ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ hedging relationships ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Commodity futures ​ Costs of goods sold ​ $ 2,284 ​ Firm commitments ​ Costs of goods sold ​ $ (2,290) ​ ​ ​ ​ ​ ​ ​ Inventory ​ Costs of goods sold ​ ​ (708) Derivatives not designated ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ $ (2,998) as hedging instruments ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Commodity futures ​ Costs of goods sold ​ $ 24,748 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ --- ## No Match in Current: For the Year Ended December 31, 2021 *This section from the 2024 filing does not have a high-confidence textual match in 2025. It may have been removed, merged, or substantially reworded.* ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Derivatives in fair value ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ hedging relationships ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Commodity futures ​ Costs of goods sold ​ $ (1,369) ​ Firm commitments ​ Costs of goods sold ​ $ 3,354 ​ ​ ​ ​ ​ ​ ​ Inventory ​ Costs of goods sold ​ ​ 1,054 Derivatives not designated ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ $ 4,408 as hedging instruments ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Commodity futures ​ Costs of goods sold ​ $ (33,517) ​ ​ ​ ​ ​ ​ ​ ​ Derivatives accounted for as fair value hedges had ineffectiveness resulting in gains of $440,000, $72,000, and losses of $101,000 for the years ended December 31, 2023, 2022, and 2021, respectively. Gains excluded from hedge effectiveness testing of $732,000 decreased cost of goods sold, losses excluded from hedge effectiveness testing of $786,000 increased cost of goods sold, and gains excluded from hedge effectiveness testing of $3.1 million decreased cost of goods sold for the years ended December 31, 2023, 2022, and 2021, respectively. ​ 79 79 --- ## Modified: Senior Unsecured Notes **Key changes:** - Removed sentence: "​ The company's $400.0 million of 2.800% senior notes due 2024 mature on December 15, 2024, with interest payable semi-annually." - Removed sentence: "Early redemption is permitted any time prior to November 15, 2024, at the greater of par or a make-whole price of the remaining payments to be made discounted at the applicable U.S." - Removed sentence: "Treasury rate plus 0.20%; and as of November 15, 2024, at 100.000%." - Reworded sentence: "Treasury rate ​ The company's $400.0 million of 5.000% senior notes due 2026 mature on December 15, 2026, with interest payable semi-annually." - Reworded sentence: "Treasury rate ​ The company's $600.0 million of 3.450% senior notes due 2030 mature on April 15, 2030, with interest payable semi-annually." **Prior (2024):** The company has seven different tranches of senior unsecured notes (Notes) outstanding. These Notes are in equal right of payment with all existing and future senior unsecured indebtedness and are senior in right of payment to all subordinated indebtedness. These Notes contain provisions that allow the company to redeem the Notes on or after the dates and at redemption prices (expressed as a percentage of principal amount) listed below. ​ The company's $400.0 million of 2.800% senior notes due 2024 mature on December 15, 2024, with interest payable semi-annually. Early redemption is permitted any time prior to November 15, 2024, at the greater of par or a make-whole price of the remaining payments to be made discounted at the applicable U.S. Treasury rate plus 0.20%; and as of November 15, 2024, at 100.000%. ​ The company's $400.0 million of 2.400% senior notes due 2025 mature on June 15, 2025, with interest payable semi-annually. Early redemption is permitted any time prior to May 15, 2025, at the greater of par or a make-whole price of the remaining payments to be made discounted at the applicable U.S. Treasury rate plus 0.35%; and as of May 15, 2025, at 100.000%. ​ The company's $400.0 million of 5.000% senior notes due 2026 mature on December 15, 2026, with interest payable semi-annually. Early redemption is permitted as of December 15, 2023, at 100.833%, and as of December 15, 2024, at 100.000%. ​ The company's $350.0 million of 1.650% senior notes due 2027 mature on October 15, 2027, with interest payable semi-annually. Early redemption is permitted any time prior to August 15, 2027, at the greater of par or a make-whole price of the remaining payments to be made discounted at the applicable U.S. Treasury rate plus 0.20%; and as of August 15, 2027, at 100.000%. 71 71 Table of Contents​Note 3. Long-Term Debt (Continued)The company's $600.0 million of 3.450% senior notes due 2030 mature on April 15, 2030, with interest payable semi-annually. Early redemption is permitted any time prior to January 15, 2030, at the greater of par or a make-whole price of the remaining payments to be made discounted at the applicable U.S. Treasury rate plus 0.25%; and as of January 15, 2030, at 100.000%.​The company's $500.0 million of 3.250% senior notes due 2031 mature on January 15, 2031, with interest payable semi-annually. Early redemption is permitted any time prior to October 15, 2030, at the greater of par or a make-whole price of the remaining payments to be made discounted at the applicable U.S. Treasury rate plus 0.40%; and as of October 15, 2030, at 100.000%.​The company's $400.0 million of 3.250% senior notes due 2050 mature on October 15, 2050, with interest payable semi-annually. Early redemption is permitted any time prior to April 15, 2050, at the greater of par or a make-whole price of the remaining payments to be made discounted at the applicable U.S. Treasury rate plus 0.30%; and as of April 15, 2050, at 100.000%.​Other ObligationsSecured Loans. One of the company's controlled subsidiaries has entered into a financing agreement for certain equipment which bears interest at a rate of 2.8%, with monthly principal and interest payments required through 2027. The outstanding principal balance of these agreements was $2.0 million and $8.6 million at December 31, 2023, and 2022, respectively.One of the company's controlled subsidiaries amended its secured credit agreement, extending the maturity to June 2028, and provides a revolving variable rate credit facility of up to $125.0 million, subject to a borrowing base determined from eligible accounts receivable and inventory. Interest, which was 7.2% at December 31, 2023, is payable monthly. Amounts due under the credit facility were $59.8 million and $55.1 million at December 31, 2023, and 2022, respectively.Another of the company's controlled subsidiaries amended its secured credit agreement, extending the maturity to March 2026, and provides a revolving variable rate credit facility of up to $30.0 million, subject to a borrowing base determined from eligible accounts receivable and inventory. Interest, which was 6.7% at December 31, 2023, is payable monthly. There were no amounts due under the credit facility at December 31, 2023 or 2022. Outstanding Debt MaturitiesMaturities of outstanding debt as of December 31, 2023, are as follows (in thousands):​​​​​​​2024​$ 460,694​​2025​​ 400,653​​2026​​ 400,453​​2027​​ 350,036​​2028​​ -​​Thereafter ​​ 1,500,000​​​​$ 3,111,836​​The company capitalizes interest on all qualifying construction in progress assets. For the years ended December 31, 2023, 2022, and 2021, total interest costs incurred were $109.5 million, $107.4 million, and $107.7 million, respectively, of which $33.0 million, $15.8 million, and $50.5 million, respectively, were capitalized.72 Table of Contents Table of Contents Table of Contents ​Note 3. Long-Term Debt (Continued)The company's $600.0 million of 3.450% senior notes due 2030 mature on April 15, 2030, with interest payable semi-annually. Early redemption is permitted any time prior to January 15, 2030, at the greater of par or a make-whole price of the remaining payments to be made discounted at the applicable U.S. Treasury rate plus 0.25%; and as of January 15, 2030, at 100.000%.​The company's $500.0 million of 3.250% senior notes due 2031 mature on January 15, 2031, with interest payable semi-annually. Early redemption is permitted any time prior to October 15, 2030, at the greater of par or a make-whole price of the remaining payments to be made discounted at the applicable U.S. Treasury rate plus 0.40%; and as of October 15, 2030, at 100.000%.​The company's $400.0 million of 3.250% senior notes due 2050 mature on October 15, 2050, with interest payable semi-annually. Early redemption is permitted any time prior to April 15, 2050, at the greater of par or a make-whole price of the remaining payments to be made discounted at the applicable U.S. Treasury rate plus 0.30%; and as of April 15, 2050, at 100.000%.​Other ObligationsSecured Loans. One of the company's controlled subsidiaries has entered into a financing agreement for certain equipment which bears interest at a rate of 2.8%, with monthly principal and interest payments required through 2027. The outstanding principal balance of these agreements was $2.0 million and $8.6 million at December 31, 2023, and 2022, respectively.One of the company's controlled subsidiaries amended its secured credit agreement, extending the maturity to June 2028, and provides a revolving variable rate credit facility of up to $125.0 million, subject to a borrowing base determined from eligible accounts receivable and inventory. Interest, which was 7.2% at December 31, 2023, is payable monthly. Amounts due under the credit facility were $59.8 million and $55.1 million at December 31, 2023, and 2022, respectively.Another of the company's controlled subsidiaries amended its secured credit agreement, extending the maturity to March 2026, and provides a revolving variable rate credit facility of up to $30.0 million, subject to a borrowing base determined from eligible accounts receivable and inventory. Interest, which was 6.7% at December 31, 2023, is payable monthly. There were no amounts due under the credit facility at December 31, 2023 or 2022. Outstanding Debt MaturitiesMaturities of outstanding debt as of December 31, 2023, are as follows (in thousands):​​​​​​​2024​$ 460,694​​2025​​ 400,653​​2026​​ 400,453​​2027​​ 350,036​​2028​​ -​​Thereafter ​​ 1,500,000​​​​$ 3,111,836​​The company capitalizes interest on all qualifying construction in progress assets. For the years ended December 31, 2023, 2022, and 2021, total interest costs incurred were $109.5 million, $107.4 million, and $107.7 million, respectively, of which $33.0 million, $15.8 million, and $50.5 million, respectively, were capitalized. ​ **Current (2025):** The company has seven different tranches of senior unsecured notes (Notes) outstanding. These Notes are in equal right of payment with all existing and future senior unsecured indebtedness and are senior in right of payment to all subordinated indebtedness. These Notes contain provisions that allow the company to redeem the Notes on or after the dates and at redemption prices (expressed as a percentage of principal amount) listed below. ​ The company's $400.0 million of 2.400% senior notes due 2025 mature on June 15, 2025, with interest payable semi-annually. Early redemption is permitted any time prior to May 15, 2025, at the greater of par or a make-whole price of the remaining payments to be made discounted at the applicable U.S. Treasury rate plus 0.35%; and as of May 15, 2025, at 100.000%. U.S. Treasury rate ​ The company's $400.0 million of 5.000% senior notes due 2026 mature on December 15, 2026, with interest payable semi-annually. Early redemption was permitted as of December 15, 2024, at 100.000%. ​ The company's $350.0 million of 1.650% senior notes due 2027 mature on October 15, 2027, with interest payable semi-annually. Early redemption is permitted any time prior to August 15, 2027, at the greater of par or a make-whole price of the remaining payments to be made discounted at the applicable U.S. Treasury rate plus 0.20%; and as of August 15, 2027, at 100.000%. U.S. Treasury rate ​ The company's $600.0 million of 3.450% senior notes due 2030 mature on April 15, 2030, with interest payable semi-annually. Early redemption is permitted any time prior to January 15, 2030, at the greater of par or a make-whole price of the remaining payments to be made discounted at the applicable U.S. Treasury rate plus 0.25%; and as of January 15, 2030, at 100.000%. U.S. Treasury rate ​ 70 70 Table of ContentsNote 3. Long-Term Debt (Continued)The company's $500.0 million of 3.250% senior notes due 2031 mature on January 15, 2031, with interest payable semi-annually. Early redemption is permitted any time prior to October 15, 2030, at the greater of par or a make-whole price of the remaining payments to be made discounted at the applicable U.S. Treasury rate plus 0.40%; and as of October 15, 2030, at 100.000%.​The company's $600.0 million of 5.375% senior notes due 2034 mature on August 15, 2034, with interest payable semi-annually. Early redemption is permitted any time prior to May 15, 2034, at the greater of par or a make-whole price of the remaining payments to be made discounted at the applicable U.S. Treasury rate plus 0.20%; and as of May 15, 2034, at 100.000%.​The company's $400.0 million of 3.250% senior notes due 2050 mature on October 15, 2050, with interest payable semi-annually. Early redemption is permitted any time prior to April 15, 2050, at the greater of par or a make-whole price of the remaining payments to be made discounted at the applicable U.S. Treasury rate plus 0.30%; and as of April 15, 2050, at 100.000%.​Other ObligationsSecured Loans. One of the company's controlled subsidiaries has entered into financing agreements for certain equipment which bear a weighted average interest rate of 4.34%, with monthly principal and interest payments required through 2027. The outstanding principal balance of these agreements was $2.4 million and $2.0 million at December 31, 2024, and 2023, respectively. The controlled subsidiary also has a secured credit agreement, which matures in March 2026, and provides a revolving variable rate credit facility of up to $30.0 million, subject to a borrowing base determined from eligible accounts receivable and inventory. Interest, which was 5.81% at December 31, 2024, is payable monthly. There were no amounts due under the credit facility at December 31, 2024 or 2023. One of the company's controlled subsidiaries has a secured credit agreement, which matures in June 2028, and provides a revolving variable rate credit facility of up to $125.0 million, subject to a borrowing base determined from eligible accounts receivable and inventory. Interest, which was 6.40% at December 31, 2024, is payable monthly. Amounts due under the credit facility were $26.4 million and $59.8 million at December 31, 2024, and 2023, respectively.Outstanding Debt MaturitiesMaturities of outstanding debt as of December 31, 2024, are as follows (in thousands):​​​​​​​2025​$ 427,442​​2026​​ 400,896​​2027​​ 350,465​​2028​​ -​​2029​​ -​​Thereafter ​​ 2,100,000​​​​$ 3,278,803​​The company capitalizes interest on all qualifying construction in progress assets. For the years ended December 31, 2024, 2023, and 2022, total interest costs incurred were $123.1 million, $109.5 million, and $107.4 million, respectively, of which $66.8 million, $33.0 million, and $15.8 million, respectively, were capitalized.71 Table of Contents Table of Contents Table of Contents Note 3. Long-Term Debt (Continued)The company's $500.0 million of 3.250% senior notes due 2031 mature on January 15, 2031, with interest payable semi-annually. Early redemption is permitted any time prior to October 15, 2030, at the greater of par or a make-whole price of the remaining payments to be made discounted at the applicable U.S. Treasury rate plus 0.40%; and as of October 15, 2030, at 100.000%.​The company's $600.0 million of 5.375% senior notes due 2034 mature on August 15, 2034, with interest payable semi-annually. Early redemption is permitted any time prior to May 15, 2034, at the greater of par or a make-whole price of the remaining payments to be made discounted at the applicable U.S. Treasury rate plus 0.20%; and as of May 15, 2034, at 100.000%.​The company's $400.0 million of 3.250% senior notes due 2050 mature on October 15, 2050, with interest payable semi-annually. Early redemption is permitted any time prior to April 15, 2050, at the greater of par or a make-whole price of the remaining payments to be made discounted at the applicable U.S. Treasury rate plus 0.30%; and as of April 15, 2050, at 100.000%.​Other ObligationsSecured Loans. One of the company's controlled subsidiaries has entered into financing agreements for certain equipment which bear a weighted average interest rate of 4.34%, with monthly principal and interest payments required through 2027. The outstanding principal balance of these agreements was $2.4 million and $2.0 million at December 31, 2024, and 2023, respectively. The controlled subsidiary also has a secured credit agreement, which matures in March 2026, and provides a revolving variable rate credit facility of up to $30.0 million, subject to a borrowing base determined from eligible accounts receivable and inventory. Interest, which was 5.81% at December 31, 2024, is payable monthly. There were no amounts due under the credit facility at December 31, 2024 or 2023. One of the company's controlled subsidiaries has a secured credit agreement, which matures in June 2028, and provides a revolving variable rate credit facility of up to $125.0 million, subject to a borrowing base determined from eligible accounts receivable and inventory. Interest, which was 6.40% at December 31, 2024, is payable monthly. Amounts due under the credit facility were $26.4 million and $59.8 million at December 31, 2024, and 2023, respectively.Outstanding Debt MaturitiesMaturities of outstanding debt as of December 31, 2024, are as follows (in thousands):​​​​​​​2025​$ 427,442​​2026​​ 400,896​​2027​​ 350,465​​2028​​ -​​2029​​ -​​Thereafter ​​ 2,100,000​​​​$ 3,278,803​​The company capitalizes interest on all qualifying construction in progress assets. For the years ended December 31, 2024, 2023, and 2022, total interest costs incurred were $123.1 million, $109.5 million, and $107.4 million, respectively, of which $66.8 million, $33.0 million, and $15.8 million, respectively, were capitalized. Note 3. Long-Term Debt (Continued)The company's $500.0 million of 3.250% senior notes due 2031 mature on January 15, 2031, with interest payable semi-annually. Early redemption is permitted any time prior to October 15, 2030, at the greater of par or a make-whole price of the remaining payments to be made discounted at the applicable U.S. Treasury rate plus 0.40%; and as of October 15, 2030, at 100.000%.​The company's $600.0 million of 5.375% senior notes due 2034 mature on August 15, 2034, with interest payable semi-annually. Early redemption is permitted any time prior to May 15, 2034, at the greater of par or a make-whole price of the remaining payments to be made discounted at the applicable U.S. Treasury rate plus 0.20%; and as of May 15, 2034, at 100.000%.​The company's $400.0 million of 3.250% senior notes due 2050 mature on October 15, 2050, with interest payable semi-annually. Early redemption is permitted any time prior to April 15, 2050, at the greater of par or a make-whole price of the remaining payments to be made discounted at the applicable U.S. Treasury rate plus 0.30%; and as of April 15, 2050, at 100.000%.​Other ObligationsSecured Loans. One of the company's controlled subsidiaries has entered into financing agreements for certain equipment which bear a weighted average interest rate of 4.34%, with monthly principal and interest payments required through 2027. The outstanding principal balance of these agreements was $2.4 million and $2.0 million at December 31, 2024, and 2023, respectively. The controlled subsidiary also has a secured credit agreement, which matures in March 2026, and provides a revolving variable rate credit facility of up to $30.0 million, subject to a borrowing base determined from eligible accounts receivable and inventory. Interest, which was 5.81% at December 31, 2024, is payable monthly. There were no amounts due under the credit facility at December 31, 2024 or 2023. One of the company's controlled subsidiaries has a secured credit agreement, which matures in June 2028, and provides a revolving variable rate credit facility of up to $125.0 million, subject to a borrowing base determined from eligible accounts receivable and inventory. Interest, which was 6.40% at December 31, 2024, is payable monthly. Amounts due under the credit facility were $26.4 million and $59.8 million at December 31, 2024, and 2023, respectively.Outstanding Debt MaturitiesMaturities of outstanding debt as of December 31, 2024, are as follows (in thousands):​​​​​​​2025​$ 427,442​​2026​​ 400,896​​2027​​ 350,465​​2028​​ -​​2029​​ -​​Thereafter ​​ 2,100,000​​​​$ 3,278,803​​The company capitalizes interest on all qualifying construction in progress assets. For the years ended December 31, 2024, 2023, and 2022, total interest costs incurred were $123.1 million, $109.5 million, and $107.4 million, respectively, of which $66.8 million, $33.0 million, and $15.8 million, respectively, were capitalized. --- ## Modified: Note 3. Long-Term Debt (Continued) **Key changes:** - Reworded sentence: "The company's $500.0 million of 3.250% senior notes due 2031 mature on January 15, 2031, with interest payable semi-annually." - Reworded sentence: "Treasury rate ​ The company's $600.0 million of 5.375% senior notes due 2034 mature on August 15, 2034, with interest payable semi-annually." - Reworded sentence: "Treasury rate plus 0.30%; and as of April 15, 2050, at 100.000%." **Prior (2024):** The company's $600.0 million of 3.450% senior notes due 2030 mature on April 15, 2030, with interest payable semi-annually. Early redemption is permitted any time prior to January 15, 2030, at the greater of par or a make-whole price of the remaining payments to be made discounted at the applicable U.S. Treasury rate plus 0.25%; and as of January 15, 2030, at 100.000%. ​ The company's $500.0 million of 3.250% senior notes due 2031 mature on January 15, 2031, with interest payable semi-annually. Early redemption is permitted any time prior to October 15, 2030, at the greater of par or a make-whole price of the remaining payments to be made discounted at the applicable U.S. Treasury rate plus 0.40%; and as of October 15, 2030, at 100.000%. ​ The company's $400.0 million of 3.250% senior notes due 2050 mature on October 15, 2050, with interest payable semi-annually. Early redemption is permitted any time prior to April 15, 2050, at the greater of par or a make-whole price of the remaining payments to be made discounted at the applicable U.S. Treasury rate plus 0.30%; and as of April 15, 2050, at 100.000%.​ **Current (2025):** The company's $500.0 million of 3.250% senior notes due 2031 mature on January 15, 2031, with interest payable semi-annually. Early redemption is permitted any time prior to October 15, 2030, at the greater of par or a make-whole price of the remaining payments to be made discounted at the applicable U.S. Treasury rate plus 0.40%; and as of October 15, 2030, at 100.000%. U.S. Treasury rate ​ The company's $600.0 million of 5.375% senior notes due 2034 mature on August 15, 2034, with interest payable semi-annually. Early redemption is permitted any time prior to May 15, 2034, at the greater of par or a make-whole price of the remaining payments to be made discounted at the applicable U.S. Treasury rate plus 0.20%; and as of May 15, 2034, at 100.000%. U.S. Treasury rate ​ The company's $400.0 million of 3.250% senior notes due 2050 mature on October 15, 2050, with interest payable semi-annually. Early redemption is permitted any time prior to April 15, 2050, at the greater of par or a make-whole price of the remaining payments to be made discounted at the applicable U.S. Treasury rate plus 0.30%; and as of April 15, 2050, at 100.000%. U.S. Treasury rate ​ --- ## Modified: Net income attributable to Steel Dynamics, Inc. **Key changes:** - Reworded sentence: "$ 1,537,134 ​ $ 2,450,882 ​ $ 3,862,674 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​" **Prior (2024):** $ 2,450,882 ​ $ 3,862,674 ​ $ 3,214,066 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ **Current (2025):** $ 1,537,134 ​ $ 2,450,882 ​ $ 3,862,674 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ --- ## Modified: Steel Fabrication Operations Segment **Key changes:** - Reworded sentence: "​ Steel fabrication operations include the company's New Millennium Building Systems' joist and deck plants located throughout the United States, and in Northern Mexico." **Prior (2024):** ​ ​ ​ ​ ​ ​ ​ ​ 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 ​ - ​ ​ ​ ​ ​ ​ ​ ​ ​ **Current (2025):** ​ ​ ​ ​ ​ ​ ​ ​ 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 ​ - ​ ​ ​ ​ ​ ​ ​ ​ ​ --- ## Modified: Award Issued/Issuable **Key changes:** - Reworded sentence: "​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2021 LTIP Award: ​ ​ ​ ​ ​ ​ ​ ​ Three-year performance period award 360,189 ​ 324,173 ​ 324,173 ​ March 2024 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2022 LTIP Award: ​ ​ ​ ​ ​ ​ ​ ​ Three-year performance period award 249,759 ​ 249,759 ​ 249,759 ​ March 2025 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2023 LTIP Award: ​ ​ ​ ​ ​ ​ ​ ​ Three-year performance period award 193,946 ​ * ​ * ​ ​ ​ Two-year performance period transition award 5,517 ​ 4,690 ​ 4,690 ​ March 2025 ​ One-year performance period transition award 3,678 ​ 2,759 ​ 2,759 ​ March 2024 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2024 LTIP Award: ​ ​ ​ ​ ​ ​ ​ ​ Three-year performance period award 172,425 ​ * ​ * ​ ​ * Not yet earned as performance period not complete." **Prior (2024):** ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2020 LTIP Award: ​ ​ ​ ​ ​ ​ ​ ​ Three-year performance period award 405,922 ​ 356,845 ​ 356,845 ​ March 2023 ​ Two-year performance period transition award 9,764 ​ 8,300 ​ 8,300 ​ March 2022 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2021 LTIP Award: ​ ​ ​ ​ ​ ​ ​ ​ Three-year performance period award 360,189 ​ 324,173 ​ 324,173 ​ March 2024 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2022 LTIP Award: ​ ​ ​ ​ ​ ​ ​ ​ Three-year performance period award 249,759 ​ * ​ * ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2023 LTIP Award: ​ ​ ​ ​ ​ ​ ​ ​ Three-year performance period award 193,946 ​ * ​ * ​ ​ ​ Two-year performance period transition award 5,517 ​ * ​ * ​ ​ ​ One-year performance period transition award 3,678 ​ 2,759 ​ 2,759 ​ March 2024 * Not yet earned as performance period not complete. **Current (2025):** ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2021 LTIP Award: ​ ​ ​ ​ ​ ​ ​ ​ Three-year performance period award 360,189 ​ 324,173 ​ 324,173 ​ March 2024 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2022 LTIP Award: ​ ​ ​ ​ ​ ​ ​ ​ Three-year performance period award 249,759 ​ 249,759 ​ 249,759 ​ March 2025 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2023 LTIP Award: ​ ​ ​ ​ ​ ​ ​ ​ Three-year performance period award 193,946 ​ * ​ * ​ ​ ​ Two-year performance period transition award 5,517 ​ 4,690 ​ 4,690 ​ March 2025 ​ One-year performance period transition award 3,678 ​ 2,759 ​ 2,759 ​ March 2024 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2024 LTIP Award: ​ ​ ​ ​ ​ ​ ​ ​ Three-year performance period award 172,425 ​ * ​ * ​ ​ * Not yet earned as performance period not complete. --- ## Modified: Short-Term Investments **Key changes:** - Reworded sentence: "The short-term investments held as of December 31, 2024 consisted of commercial paper ($19.7 million), US Treasuries ($113.1 million), and certificates of deposit ($15.0 million)." **Prior (2024):** Short-term investments include investments with maturity dates of longer than three months but less than one year when purchased. The company's short-term investments are classified as trading securities. Interest income from invested cash and short-term investments was $111.9 million and $29.3 million as of December 31, 2023 and 2022, respectively, and is recorded in other (income) expense, net as earned. The company's short-term investments were $721.2 million and $628.2 million as of December 31, 2023 and 2022, respectively. The short-term investments held as of December 31, 2023 consisted of commercial paper ($146.2 million), US Treasuries ($564.9 million), and certificates on deposit ($10.1 million). Short-term investments held as of December 31, 2022, consisted of commercial paper ($145.7 million) and US Treasuries ($482.5 million). **Current (2025):** Short-term investments include investments with maturity dates of longer than three months but less than one year when purchased. The company's short-term investments are classified as trading securities. The short-term investments held as of December 31, 2024 consisted of commercial paper ($19.7 million), US Treasuries ($113.1 million), and certificates of deposit ($15.0 million). Short-term investments held as of December 31, 2023 consisted of commercial paper ($146.2 million), US Treasuries ($564.9 million), and certificates of deposit ($10.1 million). Interest income from invested cash and short-term investments was $90.1 million, $111.9 million, and $29.3 million for the years ended December 31, 2024, 2023, and 2022, respectively, and is recorded in other (income) expense, net as earned. --- ## Modified: Business Combinations **Key changes:** - Reworded sentence: "​ 68 68 Table of ContentsNote 2." - Reworded sentence: "​United Steel SupplyThe company purchased a 75% equity interest in United Steel Supply, LLC on March 1, 2019." - Reworded sentence: "The remaining noncontrolling members have the option to require SDI to purchase the remaining 10% equity interest of USS on or after February 28, 2025." - Reworded sentence: "Long-Term DebtThe company's borrowings consisted of the following at December 31 (in thousands):​​​​​​​​​​​​​2024​2023​​​​2.800% senior notes due 2024$ -​$ 400,000​​​​2.400% senior notes due 2025​ 400,000​​ 400,000​​​​5.000% senior notes due 2026​ 400,000​​ 400,000​​​​1.650% senior notes due 2027​ 350,000​​ 350,000​​​​3.450% senior notes due 2030​ 600,000​​ 600,000​​​​3.250% senior notes due 2031​ 500,000​​ 500,000​​​​5.375% senior notes due 2034​ 600,000​​ -​​​​3.250% senior notes due 2050​ 400,000​​ 400,000​​​​Other obligations ​ 28,803​​ 61,836​​​​Total debt ​ 3,278,803​​ 3,111,836​​​​ Less debt issuance costs and original issue discounts​ 47,796​​ 40,780​​​​Total amounts outstanding​ 3,231,007​​ 3,071,056​​​​ Less current maturities ​ 426,990​​ 459,987​​​​Long-term debt $ 2,804,017​$ 2,611,069​​​Financing Activity​In July 2024, the company issued $600.0 million of 5.375% notes due 2034." - Reworded sentence: "​United Steel SupplyThe company purchased a 75% equity interest in United Steel Supply, LLC on March 1, 2019." **Prior (2024):** ROCA The company acquired 100% of ROCA ACERO, S.A. de C.V. (ROCA) on October 1, 2022. The acquisition of ROCA is part of the company's North American raw material procurement strategy. ROCA is headquartered in Monterrey, Mexico, and operates ferrous and nonferrous scrap facilities strategically positioned near high-volume industrial scrap sources located throughout Central and Northern Mexico. The transaction was funded with available cash. Post-acquisition operating results are reflected in the company's financial statements in the metals recycling operations segment. 69 69 Table of ContentsNote 2. Business Combinations and Investments in Unconsolidated Affiliates (Continued)Aluminum DynamicsThe company attained a 94.4% equity interest in a joint venture concurrently formed with Unity Aluminum, Inc. on July 29, 2022, for the construction and operation of a new state-of-the-art low-carbon recycled aluminum flat rolled products mill. The transaction was funded with available cash. Operating results from and after July 29, 2022, are reflected in the company's consolidated financial statements in the aluminum operations segment. Prior periods, when amounts were recorded in Other, have been recast to reflect this new segment. ​United Steel SupplyThe company purchased a 75% equity interest in United Steel Supply, LLC (USS) on March 1, 2019. On April 1, 2022, the company purchased an additional 12.5% equity interest in USS. On April 1, 2023, a noncontrolling member of USS exercised its option to require SDI to purchase its 2.5% equity interest, increasing SDI's ownership to 90%. The remaining noncontrolling members' option to require SDI to purchase the remaining 10% equity interest of USS has been extended to on or after February 28, 2025. The USS noncontrolling interest is therefore reflected in redeemable noncontrolling interest in the consolidated balance sheets. ​Investments in Unconsolidated AffiliatesThe company purchased a 45% minority equity interest in New Process Steel, L.P. (NPS) on January 31, 2022. NPS is a metals solutions and distribution supply-chain management company headquartered in Houston, Texas, with a focus toward growing its value-added manufacturing applications. On February 28, 2022, the company also purchased a minority equity interest in Aymium, a producer of renewable biocarbon products. As the company does not have power to control these entities, the company accounts for these investments using the equity method of accounting, which are recorded in Other Assets (noncurrent) in the company's consolidated balance sheets with related activity recorded in Other (Income) Expense, net. Profits or losses from transactions with NPS are eliminated until realized by the majority equity interest owner.​Note 3. Long-Term DebtThe company's borrowings consisted of the following at December 31 (in thousands):​​​​​​​​​​​​​2023​2022​​​​2.800% senior notes due 2024$ 400,000​$ 400,000​​​​2.400% senior notes due 2025​ 400,000​​ 400,000​​​​5.000% senior notes due 2026​ 400,000​​ 400,000​​​​1.650% senior notes due 2027​ 350,000​​ 350,000​​​​3.450% senior notes due 2030​ 600,000​​ 600,000​​​​3.250% senior notes due 2031​ 500,000​​ 500,000​​​​3.250% senior notes due 2050​ 400,000​​ 400,000​​​​Other obligations ​ 61,836​​ 63,726​​​​Total debt ​ 3,111,836​​ 3,113,726​​​​ Less debt issuance costs and original issue discounts​ 40,780​​ 43,151​​​​Total amounts outstanding​ 3,071,056​​ 3,070,575​​​​ Less current maturities ​ 459,987​​ 57,334​​​​Long-term debt $ 2,611,069​$ 3,013,241​​​​70 Table of Contents Table of Contents Table of Contents Note 2. Business Combinations and Investments in Unconsolidated Affiliates (Continued)Aluminum DynamicsThe company attained a 94.4% equity interest in a joint venture concurrently formed with Unity Aluminum, Inc. on July 29, 2022, for the construction and operation of a new state-of-the-art low-carbon recycled aluminum flat rolled products mill. The transaction was funded with available cash. Operating results from and after July 29, 2022, are reflected in the company's consolidated financial statements in the aluminum operations segment. Prior periods, when amounts were recorded in Other, have been recast to reflect this new segment. ​United Steel SupplyThe company purchased a 75% equity interest in United Steel Supply, LLC (USS) on March 1, 2019. On April 1, 2022, the company purchased an additional 12.5% equity interest in USS. On April 1, 2023, a noncontrolling member of USS exercised its option to require SDI to purchase its 2.5% equity interest, increasing SDI's ownership to 90%. The remaining noncontrolling members' option to require SDI to purchase the remaining 10% equity interest of USS has been extended to on or after February 28, 2025. The USS noncontrolling interest is therefore reflected in redeemable noncontrolling interest in the consolidated balance sheets. ​Investments in Unconsolidated AffiliatesThe company purchased a 45% minority equity interest in New Process Steel, L.P. (NPS) on January 31, 2022. NPS is a metals solutions and distribution supply-chain management company headquartered in Houston, Texas, with a focus toward growing its value-added manufacturing applications. On February 28, 2022, the company also purchased a minority equity interest in Aymium, a producer of renewable biocarbon products. As the company does not have power to control these entities, the company accounts for these investments using the equity method of accounting, which are recorded in Other Assets (noncurrent) in the company's consolidated balance sheets with related activity recorded in Other (Income) Expense, net. Profits or losses from transactions with NPS are eliminated until realized by the majority equity interest owner.​Note 3. Long-Term DebtThe company's borrowings consisted of the following at December 31 (in thousands):​​​​​​​​​​​​​2023​2022​​​​2.800% senior notes due 2024$ 400,000​$ 400,000​​​​2.400% senior notes due 2025​ 400,000​​ 400,000​​​​5.000% senior notes due 2026​ 400,000​​ 400,000​​​​1.650% senior notes due 2027​ 350,000​​ 350,000​​​​3.450% senior notes due 2030​ 600,000​​ 600,000​​​​3.250% senior notes due 2031​ 500,000​​ 500,000​​​​3.250% senior notes due 2050​ 400,000​​ 400,000​​​​Other obligations ​ 61,836​​ 63,726​​​​Total debt ​ 3,111,836​​ 3,113,726​​​​ Less debt issuance costs and original issue discounts​ 40,780​​ 43,151​​​​Total amounts outstanding​ 3,071,056​​ 3,070,575​​​​ Less current maturities ​ 459,987​​ 57,334​​​​Long-term debt $ 2,611,069​$ 3,013,241​​​​ **Current (2025):** ROCA The company acquired 100% of ROCA ACERO, S.A. de C.V. (ROCA) on October 1, 2022. The acquisition of ROCA is part of the company's North American raw material procurement strategy. ROCA is headquartered in Monterrey, Mexico, and operates ferrous and nonferrous scrap facilities strategically positioned near high-volume industrial scrap sources located throughout Central and Northern Mexico. The transaction was funded with available cash. Post-acquisition operating results are reflected in the company's financial statements in the metals recycling operations segment. ​ 68 68 Table of ContentsNote 2. Business Combinations and Investments in Unconsolidated Affiliates (Continued)Aluminum DynamicsThe company obtained a 94.4% equity interest in a joint venture concurrently formed with Unity Aluminum, Inc. on July 29, 2022, for the construction and operation of a new state-of-the-art lower-carbon recycled aluminum flat rolled products mill. The transaction was funded with available cash. Operating results from and after July 29, 2022, are reflected in the company's consolidated financial statements in the aluminum operations segment. ​United Steel SupplyThe company purchased a 75% equity interest in United Steel Supply, LLC on March 1, 2019. On April 1, 2022, the company purchased an additional 12.5% equity interest in USS. On April 1, 2023, a noncontrolling member of USS exercised its option to require SDI to purchase its 2.5% equity interest, increasing SDI's ownership to 90%. The remaining noncontrolling members have the option to require SDI to purchase the remaining 10% equity interest of USS on or after February 28, 2025. The USS noncontrolling interest is therefore reflected in redeemable noncontrolling interest in the consolidated balance sheets. ​Investments in Unconsolidated AffiliatesThe company purchased a 45% minority equity interest in New Process Steel, L.P. (NPS) on January 31, 2022. NPS is a metals solutions and distribution supply-chain management company headquartered in Houston, Texas, with a focus toward growing its value-added manufacturing applications. On February 28, 2022, the company also purchased a minority equity interest in Aymium, a producer of renewable biocarbon products. As the company does not have power to control these entities, the company accounts for these investments using the equity method of accounting, which are recorded in Other Assets (noncurrent) in the company's consolidated balance sheets with related activity recorded in Other (Income) Expense, net. Profits or losses from transactions with NPS are eliminated until realized by the majority equity interest owner.​Note 3. Long-Term DebtThe company's borrowings consisted of the following at December 31 (in thousands):​​​​​​​​​​​​​2024​2023​​​​2.800% senior notes due 2024$ -​$ 400,000​​​​2.400% senior notes due 2025​ 400,000​​ 400,000​​​​5.000% senior notes due 2026​ 400,000​​ 400,000​​​​1.650% senior notes due 2027​ 350,000​​ 350,000​​​​3.450% senior notes due 2030​ 600,000​​ 600,000​​​​3.250% senior notes due 2031​ 500,000​​ 500,000​​​​5.375% senior notes due 2034​ 600,000​​ -​​​​3.250% senior notes due 2050​ 400,000​​ 400,000​​​​Other obligations ​ 28,803​​ 61,836​​​​Total debt ​ 3,278,803​​ 3,111,836​​​​ Less debt issuance costs and original issue discounts​ 47,796​​ 40,780​​​​Total amounts outstanding​ 3,231,007​​ 3,071,056​​​​ Less current maturities ​ 426,990​​ 459,987​​​​Long-term debt $ 2,804,017​$ 2,611,069​​​Financing Activity​In July 2024, the company issued $600.0 million of 5.375% notes due 2034. Proceeds from these notes were used for general corporate purposes, including the repayment of the company's 2.800% senior notes due December 2024, working capital, capital expenditures, advances for or investments in the company's subsidiaries, acquisitions, redemption and repayment of other outstanding indebtedness, and purchases of the company's common stock. 69 Table of Contents Table of Contents Table of Contents Note 2. Business Combinations and Investments in Unconsolidated Affiliates (Continued)Aluminum DynamicsThe company obtained a 94.4% equity interest in a joint venture concurrently formed with Unity Aluminum, Inc. on July 29, 2022, for the construction and operation of a new state-of-the-art lower-carbon recycled aluminum flat rolled products mill. The transaction was funded with available cash. Operating results from and after July 29, 2022, are reflected in the company's consolidated financial statements in the aluminum operations segment. ​United Steel SupplyThe company purchased a 75% equity interest in United Steel Supply, LLC on March 1, 2019. On April 1, 2022, the company purchased an additional 12.5% equity interest in USS. On April 1, 2023, a noncontrolling member of USS exercised its option to require SDI to purchase its 2.5% equity interest, increasing SDI's ownership to 90%. The remaining noncontrolling members have the option to require SDI to purchase the remaining 10% equity interest of USS on or after February 28, 2025. The USS noncontrolling interest is therefore reflected in redeemable noncontrolling interest in the consolidated balance sheets. ​Investments in Unconsolidated AffiliatesThe company purchased a 45% minority equity interest in New Process Steel, L.P. (NPS) on January 31, 2022. NPS is a metals solutions and distribution supply-chain management company headquartered in Houston, Texas, with a focus toward growing its value-added manufacturing applications. On February 28, 2022, the company also purchased a minority equity interest in Aymium, a producer of renewable biocarbon products. As the company does not have power to control these entities, the company accounts for these investments using the equity method of accounting, which are recorded in Other Assets (noncurrent) in the company's consolidated balance sheets with related activity recorded in Other (Income) Expense, net. Profits or losses from transactions with NPS are eliminated until realized by the majority equity interest owner.​Note 3. Long-Term DebtThe company's borrowings consisted of the following at December 31 (in thousands):​​​​​​​​​​​​​2024​2023​​​​2.800% senior notes due 2024$ -​$ 400,000​​​​2.400% senior notes due 2025​ 400,000​​ 400,000​​​​5.000% senior notes due 2026​ 400,000​​ 400,000​​​​1.650% senior notes due 2027​ 350,000​​ 350,000​​​​3.450% senior notes due 2030​ 600,000​​ 600,000​​​​3.250% senior notes due 2031​ 500,000​​ 500,000​​​​5.375% senior notes due 2034​ 600,000​​ -​​​​3.250% senior notes due 2050​ 400,000​​ 400,000​​​​Other obligations ​ 28,803​​ 61,836​​​​Total debt ​ 3,278,803​​ 3,111,836​​​​ Less debt issuance costs and original issue discounts​ 47,796​​ 40,780​​​​Total amounts outstanding​ 3,231,007​​ 3,071,056​​​​ Less current maturities ​ 426,990​​ 459,987​​​​Long-term debt $ 2,804,017​$ 2,611,069​​​Financing Activity​In July 2024, the company issued $600.0 million of 5.375% notes due 2034. Proceeds from these notes were used for general corporate purposes, including the repayment of the company's 2.800% senior notes due December 2024, working capital, capital expenditures, advances for or investments in the company's subsidiaries, acquisitions, redemption and repayment of other outstanding indebtedness, and purchases of the company's common stock. Note 2. Business Combinations and Investments in Unconsolidated Affiliates (Continued)Aluminum DynamicsThe company obtained a 94.4% equity interest in a joint venture concurrently formed with Unity Aluminum, Inc. on July 29, 2022, for the construction and operation of a new state-of-the-art lower-carbon recycled aluminum flat rolled products mill. The transaction was funded with available cash. Operating results from and after July 29, 2022, are reflected in the company's consolidated financial statements in the aluminum operations segment. ​United Steel SupplyThe company purchased a 75% equity interest in United Steel Supply, LLC on March 1, 2019. On April 1, 2022, the company purchased an additional 12.5% equity interest in USS. On April 1, 2023, a noncontrolling member of USS exercised its option to require SDI to purchase its 2.5% equity interest, increasing SDI's ownership to 90%. The remaining noncontrolling members have the option to require SDI to purchase the remaining 10% equity interest of USS on or after February 28, 2025. The USS noncontrolling interest is therefore reflected in redeemable noncontrolling interest in the consolidated balance sheets. ​Investments in Unconsolidated AffiliatesThe company purchased a 45% minority equity interest in New Process Steel, L.P. (NPS) on January 31, 2022. NPS is a metals solutions and distribution supply-chain management company headquartered in Houston, Texas, with a focus toward growing its value-added manufacturing applications. On February 28, 2022, the company also purchased a minority equity interest in Aymium, a producer of renewable biocarbon products. As the company does not have power to control these entities, the company accounts for these investments using the equity method of accounting, which are recorded in Other Assets (noncurrent) in the company's consolidated balance sheets with related activity recorded in Other (Income) Expense, net. Profits or losses from transactions with NPS are eliminated until realized by the majority equity interest owner.​Note 3. Long-Term DebtThe company's borrowings consisted of the following at December 31 (in thousands):​​​​​​​​​​​​​2024​2023​​​​2.800% senior notes due 2024$ -​$ 400,000​​​​2.400% senior notes due 2025​ 400,000​​ 400,000​​​​5.000% senior notes due 2026​ 400,000​​ 400,000​​​​1.650% senior notes due 2027​ 350,000​​ 350,000​​​​3.450% senior notes due 2030​ 600,000​​ 600,000​​​​3.250% senior notes due 2031​ 500,000​​ 500,000​​​​5.375% senior notes due 2034​ 600,000​​ -​​​​3.250% senior notes due 2050​ 400,000​​ 400,000​​​​Other obligations ​ 28,803​​ 61,836​​​​Total debt ​ 3,278,803​​ 3,111,836​​​​ Less debt issuance costs and original issue discounts​ 47,796​​ 40,780​​​​Total amounts outstanding​ 3,231,007​​ 3,071,056​​​​ Less current maturities ​ 426,990​​ 459,987​​​​Long-term debt $ 2,804,017​$ 2,611,069​​​Financing Activity​In July 2024, the company issued $600.0 million of 5.375% notes due 2034. Proceeds from these notes were used for general corporate purposes, including the repayment of the company's 2.800% senior notes due December 2024, working capital, capital expenditures, advances for or investments in the company's subsidiaries, acquisitions, redemption and repayment of other outstanding indebtedness, and purchases of the company's common stock. --- ## Modified: Unexpected equipment downtime or shutdowns may adversely affect our business, financial condition, results of operations and cash flows. **Key changes:** - Reworded sentence: "29 29 Table of ContentsInterruptions in our production capabilities may adversely affect our production costs, products available for sale and earnings during the affected period." - Reworded sentence: "Further, we have experienced and may continue to experience inefficiencies at our Sinton Flat Roll Division, including those related to major equipment failures." - Reworded sentence: "These disruptions may adversely affect our business, financial condition, results of operations and cash flows.Governmental agencies may refuse to grant or renew some of our licenses and permits required to operate our businesses.Some of our operations must receive licenses and air, water and other permits and approvals from federal, state and local governments to conduct certain of our operations or to build, expand or acquire new facilities." - Reworded sentence: "In such instances, the fair value of such assets may fall below their carrying value recorded on our balance sheet.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." - Reworded sentence: "UNRESOLVED STAFF COMMENTSNone.30 Table of Contents Table of Contents Table of Contents Interruptions in our production capabilities may adversely affect our production costs, products available for sale and earnings during the affected period." **Prior (2024):** Interruptions in our production capabilities may adversely affect our production costs, products available for sale and earnings during the affected period. In addition to equipment failures, our facilities are subject to the risk of catastrophic loss due to unanticipated events such as fires, explosions or violent weather conditions. 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. 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 ramp-up inefficiencies at our Sinton Flat Roll Division, including those related to major equipment failures. 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. 30 30 Table of ContentsGovernmental agencies may refuse to grant or renew some of our licenses and permits required to operate our businesses.Some of our operations must receive licenses and air, water and other permits and approvals from federal, state and local governments to conduct certain of our operations or to build, expand or acquire new facilities. Governmental agencies, non-governmental organizations, and members of the public sometimes resist the establishment of certain types of facilities in their communities. There can be no assurance that future approvals, licenses and permits will be granted or that we will be able to maintain and renew the approvals, licenses and permits we currently hold. 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.Restrictions and covenants in our existing debt agreements, including our senior unsecured credit facility, and any future financing agreements, may impair our ability to finance future operations or capital needs or to engage in other business activities. A breach of any of the restrictions or covenants could cause a default under our senior unsecured credit facility, our senior notes, or our other debt. A significant portion of our indebtedness may then become immediately due and payable.Under our senior unsecured credit facility, we are required to maintain certain financial covenants. Our ability to meet such covenants or other restrictions can be affected by events beyond our control. If a default were to occur, the lenders could elect to declare all amounts then outstanding to be immediately due and payable and terminate all commitments to extend further credit.Impairment charges may adversely affect our results of operations.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. In such instances, the fair value of such assets may fall below their carrying value recorded on our balance sheet.Accordingly, we periodically test goodwill, and other assets such as long-lived tangible 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. If we determine that the fair value of any of these assets, from whatever cause, is less than the value recorded on our balance sheet, we are required to incur non-cash asset impairment charges that adversely affect our results of operations. There can be no assurances that market dynamics or other factors may not result in future impairment charges.ITEM 1B. UNRESOLVED STAFF COMMENTSNone.​ITEM 1C. CYBERSECURITYWe manage risks from cybersecurity threats through our overall companywide risk management process, which is overseen by our Board of Directors and specific Board Committees. Management has created a global information security program, which encompasses a dedicated global information security team and policies, procedures, and processes for assessing, identifying, and managing risks from cybersecurity threats. 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 program is designed to maintain the confidentiality, integrity, security, and availability of the data that is created, collected, stored, and used to operate our business. ​31 Table of Contents Table of Contents Table of Contents Governmental agencies may refuse to grant or renew some of our licenses and permits required to operate our businesses.Some of our operations must receive licenses and air, water and other permits and approvals from federal, state and local governments to conduct certain of our operations or to build, expand or acquire new facilities. Governmental agencies, non-governmental organizations, and members of the public sometimes resist the establishment of certain types of facilities in their communities. There can be no assurance that future approvals, licenses and permits will be granted or that we will be able to maintain and renew the approvals, licenses and permits we currently hold. 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.Restrictions and covenants in our existing debt agreements, including our senior unsecured credit facility, and any future financing agreements, may impair our ability to finance future operations or capital needs or to engage in other business activities. A breach of any of the restrictions or covenants could cause a default under our senior unsecured credit facility, our senior notes, or our other debt. A significant portion of our indebtedness may then become immediately due and payable.Under our senior unsecured credit facility, we are required to maintain certain financial covenants. Our ability to meet such covenants or other restrictions can be affected by events beyond our control. If a default were to occur, the lenders could elect to declare all amounts then outstanding to be immediately due and payable and terminate all commitments to extend further credit.Impairment charges may adversely affect our results of operations.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. In such instances, the fair value of such assets may fall below their carrying value recorded on our balance sheet.Accordingly, we periodically test goodwill, and other assets such as long-lived tangible 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. If we determine that the fair value of any of these assets, from whatever cause, is less than the value recorded on our balance sheet, we are required to incur non-cash asset impairment charges that adversely affect our results of operations. There can be no assurances that market dynamics or other factors may not result in future impairment charges.ITEM 1B. UNRESOLVED STAFF COMMENTSNone.​ITEM 1C. CYBERSECURITYWe manage risks from cybersecurity threats through our overall companywide risk management process, which is overseen by our Board of Directors and specific Board Committees. Management has created a global information security program, which encompasses a dedicated global information security team and policies, procedures, and processes for assessing, identifying, and managing risks from cybersecurity threats. 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 program is designed to maintain the confidentiality, integrity, security, and availability of the data that is created, collected, stored, and used to operate our business. ​ **Current (2025):** 29 29 Table of ContentsInterruptions in our production capabilities may adversely affect our production costs, products available for sale and earnings during the affected period. In addition to equipment failures, our facilities are subject to the risk of catastrophic loss due to unanticipated events such as fires, explosions or violent weather conditions. 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. 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. 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.Governmental agencies may refuse to grant or renew some of our licenses and permits required to operate our businesses.Some of our operations must receive licenses and air, water and other permits and approvals from federal, state and local governments to conduct certain of our operations or to build, expand or acquire new facilities. Governmental agencies, non-governmental organizations, and members of the public sometimes resist the establishment of certain types of facilities in their communities. There can be no assurance that future approvals, licenses and permits will be granted or that we will be able to maintain and renew the approvals, licenses and permits we currently hold. 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.Restrictions and covenants in our existing debt agreements, including our senior unsecured credit facility, and any future financing agreements, may impair our ability to finance future operations or capital needs or to engage in other business activities. A breach of any of the restrictions or covenants could cause a default under our senior unsecured credit facility, our senior notes, or our other debt. A significant portion of our indebtedness may then become immediately due and payable.Under our senior unsecured credit facility, we are required to maintain certain financial covenants. Our ability to meet such covenants or other restrictions can be affected by events beyond our control. If a default were to occur, the lenders could elect to declare all amounts then outstanding to be immediately due and payable and terminate all commitments to extend further credit.Impairment charges may adversely affect our results of operations.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. In such instances, the fair value of such assets may fall below their carrying value recorded on our balance sheet.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. If we determine that the fair value of any of these assets, from whatever cause, is less than the value recorded on our balance sheet, we are required to incur non-cash asset impairment charges that adversely affect our results of operations. There can be no assurances that market dynamics or other factors may not result in future impairment charges.ITEM 1B. UNRESOLVED STAFF COMMENTSNone.30 Table of Contents Table of Contents Table of Contents Interruptions in our production capabilities may adversely affect our production costs, products available for sale and earnings during the affected period. In addition to equipment failures, our facilities are subject to the risk of catastrophic loss due to unanticipated events such as fires, explosions or violent weather conditions. 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. 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. 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.Governmental agencies may refuse to grant or renew some of our licenses and permits required to operate our businesses.Some of our operations must receive licenses and air, water and other permits and approvals from federal, state and local governments to conduct certain of our operations or to build, expand or acquire new facilities. Governmental agencies, non-governmental organizations, and members of the public sometimes resist the establishment of certain types of facilities in their communities. There can be no assurance that future approvals, licenses and permits will be granted or that we will be able to maintain and renew the approvals, licenses and permits we currently hold. 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.Restrictions and covenants in our existing debt agreements, including our senior unsecured credit facility, and any future financing agreements, may impair our ability to finance future operations or capital needs or to engage in other business activities. A breach of any of the restrictions or covenants could cause a default under our senior unsecured credit facility, our senior notes, or our other debt. A significant portion of our indebtedness may then become immediately due and payable.Under our senior unsecured credit facility, we are required to maintain certain financial covenants. Our ability to meet such covenants or other restrictions can be affected by events beyond our control. If a default were to occur, the lenders could elect to declare all amounts then outstanding to be immediately due and payable and terminate all commitments to extend further credit.Impairment charges may adversely affect our results of operations.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. In such instances, the fair value of such assets may fall below their carrying value recorded on our balance sheet.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. If we determine that the fair value of any of these assets, from whatever cause, is less than the value recorded on our balance sheet, we are required to incur non-cash asset impairment charges that adversely affect our results of operations. There can be no assurances that market dynamics or other factors may not result in future impairment charges.ITEM 1B. UNRESOLVED STAFF COMMENTSNone. Interruptions in our production capabilities may adversely affect our production costs, products available for sale and earnings during the affected period. In addition to equipment failures, our facilities are subject to the risk of catastrophic loss due to unanticipated events such as fires, explosions or violent weather conditions. 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. 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. 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.Governmental agencies may refuse to grant or renew some of our licenses and permits required to operate our businesses.Some of our operations must receive licenses and air, water and other permits and approvals from federal, state and local governments to conduct certain of our operations or to build, expand or acquire new facilities. Governmental agencies, non-governmental organizations, and members of the public sometimes resist the establishment of certain types of facilities in their communities. There can be no assurance that future approvals, licenses and permits will be granted or that we will be able to maintain and renew the approvals, licenses and permits we currently hold. 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.Restrictions and covenants in our existing debt agreements, including our senior unsecured credit facility, and any future financing agreements, may impair our ability to finance future operations or capital needs or to engage in other business activities. A breach of any of the restrictions or covenants could cause a default under our senior unsecured credit facility, our senior notes, or our other debt. A significant portion of our indebtedness may then become immediately due and payable.Under our senior unsecured credit facility, we are required to maintain certain financial covenants. Our ability to meet such covenants or other restrictions can be affected by events beyond our control. If a default were to occur, the lenders could elect to declare all amounts then outstanding to be immediately due and payable and terminate all commitments to extend further credit.Impairment charges may adversely affect our results of operations.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. In such instances, the fair value of such assets may fall below their carrying value recorded on our balance sheet.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. If we determine that the fair value of any of these assets, from whatever cause, is less than the value recorded on our balance sheet, we are required to incur non-cash asset impairment charges that adversely affect our results of operations. There can be no assurances that market dynamics or other factors may not result in future impairment charges.ITEM 1B. UNRESOLVED STAFF COMMENTSNone. Interruptions in our production capabilities may adversely affect our production costs, products available for sale and earnings during the affected period. In addition to equipment failures, our facilities are subject to the risk of catastrophic loss due to unanticipated events such as fires, explosions or violent weather conditions. 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. 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. 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. --- ## Modified: Metals Recycling Operations Segment **Key changes:** - Removed sentence: "Metals recycling operations accounted for 12%, 10%, and 12% of the company's consolidated net sales during 2023, 2022, and 2021, respectively." **Prior (2024):** ​ ​ ​ ​ ​ ​ ​ ​ OmniSource: ​ ​ ​ ​ ​ ​ ​ ​ Alabama ​ Birmingham, AL ​ Ferrous Scrap Processing ​ 59 ​ - Indiana ​ Multiple Cities ​ Ferrous and Nonferrous Scrap Processing ​ 456 ​ 26 Michigan ​ Multiple Cities ​ Ferrous and Nonferrous Scrap Processing ​ 186 ​ - Mississippi ​ Multiple Cities ​ Ferrous and Nonferrous Scrap Processing ​ 43 ​ 13 North Carolina ​ Multiple Cities ​ Ferrous and Nonferrous Scrap Processing ​ 302 ​ - Ohio ​ Multiple Cities ​ Ferrous and Nonferrous Scrap Processing ​ 212 ​ 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 ​ 75 ​ - Virginia ​ Multiple Cities ​ Ferrous and Nonferrous Scrap Processing ​ 121 ​ - Mexico ​ Multiple Cities ​ Ferrous and Nonferrous Scrap Processing ​ 17 ​ 61 ​ ​ ​ ​ ​ ​ ​ ​ ​ **Current (2025):** ​ ​ ​ ​ ​ ​ ​ ​ 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 ​ ​ ​ ​ ​ ​ ​ ​ ​ --- ## Modified: Commodity Risk **Key changes:** - Reworded sentence: "​ 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." - Reworded sentence: "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." - Reworded sentence: "​ ​ 50 50 Table of ContentsITEM 8." **Prior (2024):** 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. Our risk strategy associated with product sales has generally been to obtain competitive prices for our products and to allow operating results to reflect market price movements dictated by supply and demand. Our risk strategy associated with the purchase of raw materials utilized within our operations has generally been to make some commitments with suppliers relating to future expected requirements for some commodities such as electricity, water, natural gas and its transportation services, fuel, air products, zinc, and electrodes. Refer to Note 9. Commitments and Contingencies to the consolidated financial statements elsewhere in this report for additional information. ​ In our metals recycling and steel operations, we have certain fixed price contracts with various customers and suppliers for future delivery of nonferrous and ferrous metals. Our risk strategy has been to enter into base metal financial contracts with the goal to protect the profit margin, within certain parameters, that was contemplated when we entered into the transaction with the customer or vendor. At December 31, 2023, we had a cumulative unrealized loss associated with these financial contracts of $6.8 million, substantially all of which have settlement dates in 2024. We believe the customer contracts associated with the financial contracts will be fully consummated. Refer to Note 7. Derivative Financial Instruments to the consolidated financial statements elsewhere in this report for additional information. ​ ​ 52 52 Table of ContentsITEM 8. CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATAINDEX TO CONSOLIDATED FINANCIAL STATEMENTS​​​​ Page​​​Management's Report on Internal Control Over Financial Reporting​54​​​Reports of Independent Registered Public Accounting Firm (PCAOB ID 42)​55​​​Consolidated Balance Sheets as of December 31, 2023 and 2022​58​​​Consolidated Statements of Income for each of the three years in the period ended December 31, 2023​59​​​Consolidated Statements of Comprehensive Income for each of the three years in the period ended December 31, 2023​60​​​Consolidated Statements of Equity for each of the three years in the period ended December 31, 2023​61​​​Consolidated Statements of Cash Flows for each of the three years in the period ended December 31, 2023​62​​​Notes to Consolidated Financial Statements​63​​​53 Table of Contents Table of Contents Table of Contents ITEM 8. CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATAINDEX TO CONSOLIDATED FINANCIAL STATEMENTS​​​​ Page​​​Management's Report on Internal Control Over Financial Reporting​54​​​Reports of Independent Registered Public Accounting Firm (PCAOB ID 42)​55​​​Consolidated Balance Sheets as of December 31, 2023 and 2022​58​​​Consolidated Statements of Income for each of the three years in the period ended December 31, 2023​59​​​Consolidated Statements of Comprehensive Income for each of the three years in the period ended December 31, 2023​60​​​Consolidated Statements of Equity for each of the three years in the period ended December 31, 2023​61​​​Consolidated Statements of Cash Flows for each of the three years in the period ended December 31, 2023​62​​​Notes to Consolidated Financial Statements​63​​​ ITEM 8. CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA **Current (2025):** 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. Our risk strategy associated with product sales has generally been to obtain competitive prices for our products and to allow operating results to reflect market price movements dictated by supply and demand. Our risk strategy associated with the purchase of raw materials utilized within our operations has generally been to make some commitments with suppliers relating to future expected requirements for some commodities such as electricity, water, natural gas and its transportation services, fuel, air products, zinc, and electrodes. Refer to Note 8. 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. Our risk strategy has been to enter into base metal financial contracts with the goal to protect the profit margin, within certain parameters, that was contemplated when we entered into the transaction with the customer or vendor. 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 50 Table of ContentsITEM 8. CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATAINDEX TO CONSOLIDATED FINANCIAL STATEMENTS​​​​ Page​​​Management's Report on Internal Control Over Financial Reporting​52​​​Reports of Independent Registered Public Accounting Firm (PCAOB ID 42)​53​​​Consolidated Balance Sheets as of December 31, 2024 and 2023​56​​​Consolidated Statements of Income for each of the three years in the period ended December 31, 2024​57​​​Consolidated Statements of Comprehensive Income for each of the three years in the period ended December 31, 2024​58​​​Consolidated Statements of Equity for each of the three years in the period ended December 31, 2024​59​​​Consolidated Statements of Cash Flows for each of the three years in the period ended December 31, 2024​60​​​Notes to Consolidated Financial Statements​61​​​51 Table of Contents Table of Contents Table of Contents ITEM 8. CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATAINDEX TO CONSOLIDATED FINANCIAL STATEMENTS​​​​ Page​​​Management's Report on Internal Control Over Financial Reporting​52​​​Reports of Independent Registered Public Accounting Firm (PCAOB ID 42)​53​​​Consolidated Balance Sheets as of December 31, 2024 and 2023​56​​​Consolidated Statements of Income for each of the three years in the period ended December 31, 2024​57​​​Consolidated Statements of Comprehensive Income for each of the three years in the period ended December 31, 2024​58​​​Consolidated Statements of Equity for each of the three years in the period ended December 31, 2024​59​​​Consolidated Statements of Cash Flows for each of the three years in the period ended December 31, 2024​60​​​Notes to Consolidated Financial Statements​61​​​ ITEM 8. CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATAINDEX TO CONSOLIDATED FINANCIAL STATEMENTS​​​​ Page​​​Management's Report on Internal Control Over Financial Reporting​52​​​Reports of Independent Registered Public Accounting Firm (PCAOB ID 42)​53​​​Consolidated Balance Sheets as of December 31, 2024 and 2023​56​​​Consolidated Statements of Income for each of the three years in the period ended December 31, 2024​57​​​Consolidated Statements of Comprehensive Income for each of the three years in the period ended December 31, 2024​58​​​Consolidated Statements of Equity for each of the three years in the period ended December 31, 2024​59​​​Consolidated Statements of Cash Flows for each of the three years in the period ended December 31, 2024​60​​​Notes to Consolidated Financial Statements​61​​​ ITEM 8. CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA --- ## Modified: Steel Fabrication Operations Segment **Key changes:** - Reworded sentence: "Steel fabrication operations include the company's New Millennium Building Systems joist and deck plants located throughout the United States, and in Northern Mexico." **Prior (2024):** ​ ​ ​ ​ ​ ​ ​ ​ 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 ​ - ​ ​ ​ ​ ​ ​ ​ ​ ​ **Current (2025):** ​ ​ ​ ​ ​ ​ ​ ​ 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 ​ - ​ ​ ​ ​ ​ ​ ​ ​ ​ --- ## Modified: Revenue from Contracts with Customers **Key changes:** - Reworded sentence: "In the steel, metals recycling, and aluminum operations segments, revenue is recognized at the point in time the performance obligation is satisfied, and control of the product is transferred to the customer upon shipment or delivery, at the amount of consideration the company expects to receive, including any variable consideration." - Reworded sentence: "62 62 Table of ContentsNote 1." - Reworded sentence: "At December 31, 2024 and 2023, the company reported $1,417.2 million and $1,608.3 million, respectively, of accounts receivable, net of allowances for credit losses of $7.7 million and $8.5 million, respectively." - Reworded sentence: "The balance of cash, cash equivalents and restricted cash in the consolidated statements of cash flows includes restricted cash of $5.5 million at December 31, 2024, $5.6 million at December 31, 2023, and $5.5 million at December 31, 2022, and 2021, which is recorded in Other Assets (noncurrent) in the company's consolidated balance sheets.Short-Term InvestmentsShort-term investments include investments with maturity dates of longer than three months but less than one year when purchased." - Reworded sentence: "The short-term investments held as of December 31, 2024 consisted of commercial paper ($19.7 million), US Treasuries ($113.1 million), and certificates of deposit ($15.0 million)." **Prior (2024):** In the steel and metals recycling operations segments, revenue is recognized at the point in time the performance obligation is satisfied, and control of the product is transferred to the customer upon shipment or delivery, at the amount of consideration the company expects to receive, including any variable consideration. The variable consideration included in the company's steel operations segment contracts, which is not constrained, include estimated product returns and customer claims based on historical experience, and may include volume rebates which are recorded on an expected value basis. Revenue recognized is limited to the amount the company expects to receive. The company does not exercise significant judgments in determining the timing of satisfaction of performance obligations or the transaction price. Shipment of products to customers is considered a fulfillment activity with amounts billed to customers included in sales and costs associated with such activities included in cost of goods sold. The company's steel fabrication operations segment recognizes revenue over time at the amount of consideration the company expects to receive. Revenue is measured on an output method representing completed fabricated tons to date as a percentage of total tons required for each contract. Revenue from fabrication of tons remaining on partially fabricated customer contracts as of a reporting date, and future revenue from yet to be fabricated customer contracts, has not been disclosed under the practical expedient in Accounting Standards Codification (ASC) 606, Revenue from Contracts with Customers (ASC 606), paragraph ASC 606-10-50-14 related to customer contracts with expected duration of one year or less. The company does not exercise significant judgments in determining the timing of satisfaction of performance obligations or the transaction price. Shipment of products to customers, which occurs after control over the product has transferred to the customer and revenue is recognized, is considered a fulfillment activity with amounts billed to customers included in sales and costs associated with such activities included in cost of goods sold. Payments from customers are generally due within 30 days of invoicing, which generally occurs upon shipment of the products. Shipment for the steel fabrication operations segment generally occurs within 30 days of satisfaction of the performance obligation and revenue recognition. The company does not have financing components. Payments from customers have historically been within these terms, however, payments for non-U.S. sales may extend longer. Refer to Note 13. Segment Information for disaggregated revenue by segment to external, external non-United States, and other segment customers. 64 64 Table of ContentsNote 1. Description of the Business and Summary of Significant Accounting Policies (Continued)Credit LossesThe company is exposed to credit risk in the event of nonpayment of accounts receivable by customers. The company mitigates its exposure to credit risk, which it generally extends on an unsecured basis, by performing ongoing credit evaluations and taking further action if necessary, such as requiring letters of credit or other security interests to support the customer receivable. The allowance for credit losses for accounts receivable is based on the company's reasonable estimate of known credit risks and historical experience, adjusted for current and anticipated economic and other pertinent factors affecting the company's customers, that may differ from historical experience. Customer accounts receivable are written off when all collection efforts have been exhausted and the amounts are deemed uncollectible. At December 31, 2023 and 2022, the company reported $1,608.3 million and $2,056.1 million, respectively, of accounts receivable, net of allowances for credit losses of $8.5 million and $5.7 million respectively. Changes in the allowance were not material for the years ended December 31, 2023, 2022, or 2021.Cash and Equivalents, and Restricted CashCash and equivalents include all highly liquid investments with a maturity of three months or less at the date of acquisition. Restricted cash is primarily funds held in escrow as required by various insurance and government organizations. The balance of cash, cash equivalents and restricted cash in the consolidated statements of cash flows includes restricted cash of $5.6 million at December 31, 2023 and $5.5 million at December 31, 2022, 2021, and 2020, which are recorded in Other Assets (noncurrent) in the company's consolidated balance sheets.Short-Term InvestmentsShort-term investments include investments with maturity dates of longer than three months but less than one year when purchased. The company's short-term investments are classified as trading securities. Interest income from invested cash and short-term investments was $111.9 million and $29.3 million as of December 31, 2023 and 2022, respectively, and is recorded in other (income) expense, net as earned. The company's short-term investments were $721.2 million and $628.2 million as of December 31, 2023 and 2022, respectively. The short-term investments held as of December 31, 2023 consisted of commercial paper ($146.2 million), US Treasuries ($564.9 million), and certificates on deposit ($10.1 million). Short-term investments held as of December 31, 2022, consisted of commercial paper ($145.7 million) and US Treasuries ($482.5 million).InventoriesInventories are stated at lower of cost or net realizable value. Cost is determined using a weighted average cost method for raw materials (including scrap and purchased steel substrate) and supplies, and on a first-in, first-out basis for other inventory. Inventory consisted of the following at December 31 (in thousands):​​​​​​​​​​​ 2023​ 2022​​Raw materials$1,226,272​$1,608,344​​Supplies​711,653​​629,074​​Work in progress​296,932​​256,071​​Finished goods​659,775​​636,475​​Total inventories$2,894,632​$3,129,964​​Property, Plant and EquipmentProperty, plant and equipment are stated at cost, except for assets acquired in acquisitions which are valued at fair value, which includes capitalized interest on construction in progress amounts, and is reduced by proceeds received from certain state and local government grants and other capital cost reimbursements. The company assigns each fixed asset a 65 Table of Contents Table of Contents Table of Contents Note 1. Description of the Business and Summary of Significant Accounting Policies (Continued)Credit LossesThe company is exposed to credit risk in the event of nonpayment of accounts receivable by customers. The company mitigates its exposure to credit risk, which it generally extends on an unsecured basis, by performing ongoing credit evaluations and taking further action if necessary, such as requiring letters of credit or other security interests to support the customer receivable. The allowance for credit losses for accounts receivable is based on the company's reasonable estimate of known credit risks and historical experience, adjusted for current and anticipated economic and other pertinent factors affecting the company's customers, that may differ from historical experience. Customer accounts receivable are written off when all collection efforts have been exhausted and the amounts are deemed uncollectible. At December 31, 2023 and 2022, the company reported $1,608.3 million and $2,056.1 million, respectively, of accounts receivable, net of allowances for credit losses of $8.5 million and $5.7 million respectively. Changes in the allowance were not material for the years ended December 31, 2023, 2022, or 2021.Cash and Equivalents, and Restricted CashCash and equivalents include all highly liquid investments with a maturity of three months or less at the date of acquisition. Restricted cash is primarily funds held in escrow as required by various insurance and government organizations. The balance of cash, cash equivalents and restricted cash in the consolidated statements of cash flows includes restricted cash of $5.6 million at December 31, 2023 and $5.5 million at December 31, 2022, 2021, and 2020, which are recorded in Other Assets (noncurrent) in the company's consolidated balance sheets.Short-Term InvestmentsShort-term investments include investments with maturity dates of longer than three months but less than one year when purchased. The company's short-term investments are classified as trading securities. Interest income from invested cash and short-term investments was $111.9 million and $29.3 million as of December 31, 2023 and 2022, respectively, and is recorded in other (income) expense, net as earned. The company's short-term investments were $721.2 million and $628.2 million as of December 31, 2023 and 2022, respectively. The short-term investments held as of December 31, 2023 consisted of commercial paper ($146.2 million), US Treasuries ($564.9 million), and certificates on deposit ($10.1 million). Short-term investments held as of December 31, 2022, consisted of commercial paper ($145.7 million) and US Treasuries ($482.5 million).InventoriesInventories are stated at lower of cost or net realizable value. Cost is determined using a weighted average cost method for raw materials (including scrap and purchased steel substrate) and supplies, and on a first-in, first-out basis for other inventory. Inventory consisted of the following at December 31 (in thousands):​​​​​​​​​​​ 2023​ 2022​​Raw materials$1,226,272​$1,608,344​​Supplies​711,653​​629,074​​Work in progress​296,932​​256,071​​Finished goods​659,775​​636,475​​Total inventories$2,894,632​$3,129,964​​Property, Plant and EquipmentProperty, plant and equipment are stated at cost, except for assets acquired in acquisitions which are valued at fair value, which includes capitalized interest on construction in progress amounts, and is reduced by proceeds received from certain state and local government grants and other capital cost reimbursements. The company assigns each fixed asset a **Current (2025):** In the steel, metals recycling, and aluminum operations segments, revenue is recognized at the point in time the performance obligation is satisfied, and control of the product is transferred to the customer upon shipment or delivery, at the amount of consideration the company expects to receive, including any variable consideration. The variable consideration included in the company's steel operations segment contracts, which is not constrained, includes estimated product returns and customer claims based on historical experience, and may include volume rebates which are recorded on an expected value basis. Revenue recognized is limited to the amount the company expects to receive. The company does not exercise significant judgments in determining the timing of satisfaction of performance obligations or the transaction price. Shipment of products to customers is considered a fulfillment activity with amounts billed to customers included in sales and costs associated with such activities included in cost of goods sold. The company's steel fabrication operations segment recognizes revenue over time at the amount of consideration the company expects to receive. Revenue is measured on an output method representing completed fabricated tons to date as a percentage of total tons required for each contract. Revenue from fabrication of tons remaining on partially fabricated customer contracts as of a reporting date, and future revenue from yet to be fabricated customer contracts, has not been disclosed under the practical expedient in Accounting Standards Codification (ASC) 606, Revenue from Contracts with Customers (ASC 606), paragraph ASC 606-10-50-14 related to customer contracts with expected duration of one year or less. The company does not exercise significant judgments in determining the timing of satisfaction of performance obligations or the transaction price. Shipment of products to customers, which occurs after control over the product has transferred to the customer and revenue is recognized, is considered a fulfillment activity with amounts billed to customers included in sales and costs associated with such activities included in cost of goods sold. Payments from customers are generally due within 30 days of invoicing, which generally occurs upon shipment of the products. Shipment for the steel fabrication operations segment generally occurs within 30 days of satisfaction of the performance obligation and revenue recognition. The company does not have financing components. Payments from customers have historically been within these terms, however, payments for non-U.S. sales may extend longer. 62 62 Table of ContentsNote 1. Description of the Business and Summary of Significant Accounting Policies (Continued)Refer to Note 12. Segment Information for disaggregated revenue by segment to external, external non-United States, and other segment customers.Credit LossesThe company is exposed to credit risk in the event of nonpayment of accounts receivable by customers. The company mitigates its exposure to credit risk, which it generally extends on an unsecured basis, by performing ongoing credit evaluations and taking further action if necessary, such as requiring letters of credit or other security interests to support the customer receivable. The allowance for credit losses for accounts receivable is based on the company's reasonable estimate of known credit risks and historical experience, adjusted for current and anticipated economic and other pertinent factors affecting the company's customers, that may differ from historical experience. Customer accounts receivable are written off when all collection efforts have been exhausted and the amounts are deemed uncollectible. At December 31, 2024 and 2023, the company reported $1,417.2 million and $1,608.3 million, respectively, of accounts receivable, net of allowances for credit losses of $7.7 million and $8.5 million, respectively. Changes in the allowance were not significant for the years ended December 31, 2024, 2023, or 2022.Cash and Equivalents, and Restricted CashCash and equivalents include all highly liquid investments with a maturity of three months or less at the date of acquisition. Restricted cash is primarily funds held in escrow as required by various insurance and government organizations. The balance of cash, cash equivalents and restricted cash in the consolidated statements of cash flows includes restricted cash of $5.5 million at December 31, 2024, $5.6 million at December 31, 2023, and $5.5 million at December 31, 2022, and 2021, which is recorded in Other Assets (noncurrent) in the company's consolidated balance sheets.Short-Term InvestmentsShort-term investments include investments with maturity dates of longer than three months but less than one year when purchased. The company's short-term investments are classified as trading securities. The short-term investments held as of December 31, 2024 consisted of commercial paper ($19.7 million), US Treasuries ($113.1 million), and certificates of deposit ($15.0 million). Short-term investments held as of December 31, 2023 consisted of commercial paper ($146.2 million), US Treasuries ($564.9 million), and certificates of deposit ($10.1 million). Interest income from invested cash and short-term investments was $90.1 million, $111.9 million, and $29.3 million for the years ended December 31, 2024, 2023, and 2022, respectively, and is recorded in other (income) expense, net as earned. InventoriesInventories are stated at lower of cost or net realizable value. Cost is determined using a weighted average cost method for raw materials (including scrap and purchased steel substrate) and supplies, and on a first-in, first-out basis for other inventory. Inventory consisted of the following at December 31 (in thousands):​​​​​​​​​​​ 2024​ 2023​​Raw materials$1,323,920​$1,226,272​​Supplies​805,035​​711,653​​Work in progress​269,031​​296,932​​Finished goods​715,747​​659,775​​Total inventories$3,113,733​$2,894,632​​63 Table of Contents Table of Contents Table of Contents Note 1. Description of the Business and Summary of Significant Accounting Policies (Continued)Refer to Note 12. Segment Information for disaggregated revenue by segment to external, external non-United States, and other segment customers.Credit LossesThe company is exposed to credit risk in the event of nonpayment of accounts receivable by customers. The company mitigates its exposure to credit risk, which it generally extends on an unsecured basis, by performing ongoing credit evaluations and taking further action if necessary, such as requiring letters of credit or other security interests to support the customer receivable. The allowance for credit losses for accounts receivable is based on the company's reasonable estimate of known credit risks and historical experience, adjusted for current and anticipated economic and other pertinent factors affecting the company's customers, that may differ from historical experience. Customer accounts receivable are written off when all collection efforts have been exhausted and the amounts are deemed uncollectible. At December 31, 2024 and 2023, the company reported $1,417.2 million and $1,608.3 million, respectively, of accounts receivable, net of allowances for credit losses of $7.7 million and $8.5 million, respectively. Changes in the allowance were not significant for the years ended December 31, 2024, 2023, or 2022.Cash and Equivalents, and Restricted CashCash and equivalents include all highly liquid investments with a maturity of three months or less at the date of acquisition. Restricted cash is primarily funds held in escrow as required by various insurance and government organizations. The balance of cash, cash equivalents and restricted cash in the consolidated statements of cash flows includes restricted cash of $5.5 million at December 31, 2024, $5.6 million at December 31, 2023, and $5.5 million at December 31, 2022, and 2021, which is recorded in Other Assets (noncurrent) in the company's consolidated balance sheets.Short-Term InvestmentsShort-term investments include investments with maturity dates of longer than three months but less than one year when purchased. The company's short-term investments are classified as trading securities. The short-term investments held as of December 31, 2024 consisted of commercial paper ($19.7 million), US Treasuries ($113.1 million), and certificates of deposit ($15.0 million). Short-term investments held as of December 31, 2023 consisted of commercial paper ($146.2 million), US Treasuries ($564.9 million), and certificates of deposit ($10.1 million). Interest income from invested cash and short-term investments was $90.1 million, $111.9 million, and $29.3 million for the years ended December 31, 2024, 2023, and 2022, respectively, and is recorded in other (income) expense, net as earned. InventoriesInventories are stated at lower of cost or net realizable value. Cost is determined using a weighted average cost method for raw materials (including scrap and purchased steel substrate) and supplies, and on a first-in, first-out basis for other inventory. Inventory consisted of the following at December 31 (in thousands):​​​​​​​​​​​ 2024​ 2023​​Raw materials$1,323,920​$1,226,272​​Supplies​805,035​​711,653​​Work in progress​269,031​​296,932​​Finished goods​715,747​​659,775​​Total inventories$3,113,733​$2,894,632​​ Note 1. Description of the Business and Summary of Significant Accounting Policies (Continued)Refer to Note 12. Segment Information for disaggregated revenue by segment to external, external non-United States, and other segment customers.Credit LossesThe company is exposed to credit risk in the event of nonpayment of accounts receivable by customers. The company mitigates its exposure to credit risk, which it generally extends on an unsecured basis, by performing ongoing credit evaluations and taking further action if necessary, such as requiring letters of credit or other security interests to support the customer receivable. The allowance for credit losses for accounts receivable is based on the company's reasonable estimate of known credit risks and historical experience, adjusted for current and anticipated economic and other pertinent factors affecting the company's customers, that may differ from historical experience. Customer accounts receivable are written off when all collection efforts have been exhausted and the amounts are deemed uncollectible. At December 31, 2024 and 2023, the company reported $1,417.2 million and $1,608.3 million, respectively, of accounts receivable, net of allowances for credit losses of $7.7 million and $8.5 million, respectively. Changes in the allowance were not significant for the years ended December 31, 2024, 2023, or 2022.Cash and Equivalents, and Restricted CashCash and equivalents include all highly liquid investments with a maturity of three months or less at the date of acquisition. Restricted cash is primarily funds held in escrow as required by various insurance and government organizations. The balance of cash, cash equivalents and restricted cash in the consolidated statements of cash flows includes restricted cash of $5.5 million at December 31, 2024, $5.6 million at December 31, 2023, and $5.5 million at December 31, 2022, and 2021, which is recorded in Other Assets (noncurrent) in the company's consolidated balance sheets.Short-Term InvestmentsShort-term investments include investments with maturity dates of longer than three months but less than one year when purchased. The company's short-term investments are classified as trading securities. The short-term investments held as of December 31, 2024 consisted of commercial paper ($19.7 million), US Treasuries ($113.1 million), and certificates of deposit ($15.0 million). Short-term investments held as of December 31, 2023 consisted of commercial paper ($146.2 million), US Treasuries ($564.9 million), and certificates of deposit ($10.1 million). Interest income from invested cash and short-term investments was $90.1 million, $111.9 million, and $29.3 million for the years ended December 31, 2024, 2023, and 2022, respectively, and is recorded in other (income) expense, net as earned. InventoriesInventories are stated at lower of cost or net realizable value. Cost is determined using a weighted average cost method for raw materials (including scrap and purchased steel substrate) and supplies, and on a first-in, first-out basis for other inventory. Inventory consisted of the following at December 31 (in thousands):​​​​​​​​​​​ 2024​ 2023​​Raw materials$1,323,920​$1,226,272​​Supplies​805,035​​711,653​​Work in progress​269,031​​296,932​​Finished goods​715,747​​659,775​​Total inventories$3,113,733​$2,894,632​​ --- ## Modified: Aluminum Operations Segment **Key changes:** - Reworded sentence: "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." - Reworded sentence: "*Our 2024 steel mill production utilization was 81% of our estimated annual steelmaking capability." - Reworded sentence: "Some 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." - Reworded sentence: "Some 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." - Reworded sentence: "Some 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." **Prior (2024):** Aluminum Dynamics, LLC ​ Columbus, MS ​ Recycled Aluminum Flat Rolled Products Mill ​ 2,098 ​ - Aluminum Dynamics, Inc. ​ Phoenix, AZ ​ Recycled Aluminum Slab Facility ​ 256 ​ - Aluminum Dynamics of Mexico ​ San Luis Potosi, Mexico ​ Recycled Aluminum Slab Facility ​ 692 ​ - ​ The company's corporate headquarters is in Fort Wayne, Indiana on 20 owned acres. Our copper rod and wire facility, a controlled subsidiary, is in New Haven, Indiana on 35 owned and 4 leased acres. *Our 2023 steel mill production utilization was 91% exclusive of Sinton (82% including Sinton) of our estimated annual steelmaking capability. 34 34 Table of ContentsITEM 3. LEGAL PROCEEDINGSWe are involved 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.We may also be involved from time to time in various governmental investigations, regulatory proceedings or judicial actions seeking penalties, injunctive relief, and/or remediation under federal, state and local environmental laws and regulations. The United States EPA has conducted such investigations and proceedings involving us, in some instances along with state environmental regulators, under various environmental laws, including RCRA, CERCLA, the Clean Water Act and the Clean Air Act. Some 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, 2023.ITEM 4. MINE SAFETY DISCLOSURESNone.​35 Table of Contents Table of Contents Table of Contents ITEM 3. LEGAL PROCEEDINGSWe are involved 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.We may also be involved from time to time in various governmental investigations, regulatory proceedings or judicial actions seeking penalties, injunctive relief, and/or remediation under federal, state and local environmental laws and regulations. The United States EPA has conducted such investigations and proceedings involving us, in some instances along with state environmental regulators, under various environmental laws, including RCRA, CERCLA, the Clean Water Act and the Clean Air Act. Some 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, 2023.ITEM 4. MINE SAFETY DISCLOSURESNone.​ ITEM 3. LEGAL PROCEEDINGS We are involved 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. We may also be involved from time to time in various governmental investigations, regulatory proceedings or judicial actions seeking penalties, injunctive relief, and/or remediation under federal, state and local environmental laws and regulations. The United States EPA has conducted such investigations and proceedings involving us, in some instances along with state environmental regulators, under various environmental laws, including RCRA, CERCLA, the Clean Water Act and the Clean Air Act. Some of these matters have resulted in fines or penalties, exclusive of interest and costs, which did not exceed $1 million in aggregate, as of December 31, 2023. ITEM 4. MINE SAFETY DISCLOSURES None. ​ 35 35 Table of ContentsPART IIITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIESThe information required by Item 5 with respect to securities authorized for issuance under equity compensation plans is set forth in Part III, Item 12 of this Form 10-K. Our common stock trades on The NASDAQ Global Select Stock Market under the symbol STLD.As of February 26, 2024, we had 158,154,594 shares of common stock outstanding and held beneficially by approximately 29,000 stockholders based on our security position listing. Because many of the shares were held by depositories, brokers and other nominees, the number of registered holders (approximately 1,270) is not representative of the number of beneficial holders.Issuer Purchases of Equity SecuritiesWe purchased the following equity securities registered by us pursuant to Section 12 of the Exchange Act during the three months ended December 31, 2023.​​​​​​​​​​​​​​​​​​​​​​​​Period​Total Number of Shares Purchased​Average Price Paid per Share​Total Number of Shares Purchased as Part of Publicly Announced Program(1)​Maximum Dollar Value of Shares That May Yet be Purchased Under the Program (in thousands) (1)​​​​​​​​​​​​Quarter ended December 31, 2023​​​​​​​​​​​​​​​​​​​​​October 1-31​ 1,373,216​$ 104.91​​ 1,373,216​$ 135,125November 1-30​ 1,471,893​​ 112.49​​ 1,471,893​​ 1,471,217December 1-31​ 667,785​​ 115.38​​ 667,785​​ 1,394,232​​ 3,512,894​​​​​ 3,512,894​​​​(1)In November 2022, our board of directors authorized a share repurchase program of up to $1.5 billion of our common stock. This program was exhausted in November 2023. In November 2023, our board of directors authorized an additional share repurchase program of up to $1.5 billion of our common stock.​36 Table of Contents Table of Contents Table of Contents PART IIITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIESThe information required by Item 5 with respect to securities authorized for issuance under equity compensation plans is set forth in Part III, Item 12 of this Form 10-K. Our common stock trades on The NASDAQ Global Select Stock Market under the symbol STLD.As of February 26, 2024, we had 158,154,594 shares of common stock outstanding and held beneficially by approximately 29,000 stockholders based on our security position listing. Because many of the shares were held by depositories, brokers and other nominees, the number of registered holders (approximately 1,270) is not representative of the number of beneficial holders.Issuer Purchases of Equity SecuritiesWe purchased the following equity securities registered by us pursuant to Section 12 of the Exchange Act during the three months ended December 31, 2023.​​​​​​​​​​​​​​​​​​​​​​​​Period​Total Number of Shares Purchased​Average Price Paid per Share​Total Number of Shares Purchased as Part of Publicly Announced Program(1)​Maximum Dollar Value of Shares That May Yet be Purchased Under the Program (in thousands) (1)​​​​​​​​​​​​Quarter ended December 31, 2023​​​​​​​​​​​​​​​​​​​​​October 1-31​ 1,373,216​$ 104.91​​ 1,373,216​$ 135,125November 1-30​ 1,471,893​​ 112.49​​ 1,471,893​​ 1,471,217December 1-31​ 667,785​​ 115.38​​ 667,785​​ 1,394,232​​ 3,512,894​​​​​ 3,512,894​​​​(1)In November 2022, our board of directors authorized a share repurchase program of up to $1.5 billion of our common stock. This program was exhausted in November 2023. In November 2023, our board of directors authorized an additional share repurchase program of up to $1.5 billion of our common stock.​ PART II ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES The information required by Item 5 with respect to securities authorized for issuance under equity compensation plans is set forth in Part III, Item 12 of this Form 10-K. Our common stock trades on The NASDAQ Global Select Stock Market under the symbol STLD. As of February 26, 2024, we had 158,154,594 shares of common stock outstanding and held beneficially by approximately 29,000 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 1,270) is not representative of the number of beneficial holders. **Current (2025):** 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. 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 33 Table of ContentsITEM 3. LEGAL PROCEEDINGSWe are involved 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.We may also be involved from time to time in various governmental investigations, regulatory proceedings or judicial actions seeking penalties, injunctive relief, and/or remediation under federal, state and local environmental laws and regulations. The United States EPA has conducted such investigations and proceedings involving us, in some instances along with state environmental regulators, under various environmental laws, including RCRA, CERCLA, the Clean Water Act and the Clean Air Act. Some 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 DISCLOSURESNone.​34 Table of Contents Table of Contents Table of Contents ITEM 3. LEGAL PROCEEDINGSWe are involved 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.We may also be involved from time to time in various governmental investigations, regulatory proceedings or judicial actions seeking penalties, injunctive relief, and/or remediation under federal, state and local environmental laws and regulations. The United States EPA has conducted such investigations and proceedings involving us, in some instances along with state environmental regulators, under various environmental laws, including RCRA, CERCLA, the Clean Water Act and the Clean Air Act. Some 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 DISCLOSURESNone.​ ITEM 3. LEGAL PROCEEDINGSWe are involved 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.We may also be involved from time to time in various governmental investigations, regulatory proceedings or judicial actions seeking penalties, injunctive relief, and/or remediation under federal, state and local environmental laws and regulations. The United States EPA has conducted such investigations and proceedings involving us, in some instances along with state environmental regulators, under various environmental laws, including RCRA, CERCLA, the Clean Water Act and the Clean Air Act. Some 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 DISCLOSURESNone.​ ITEM 3. LEGAL PROCEEDINGS We are involved 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. We may also be involved from time to time in various governmental investigations, regulatory proceedings or judicial actions seeking penalties, injunctive relief, and/or remediation under federal, state and local environmental laws and regulations. The United States EPA has conducted such investigations and proceedings involving us, in some instances along with state environmental regulators, under various environmental laws, including RCRA, CERCLA, the Clean Water Act and the Clean Air Act. Some of these matters have resulted in fines or penalties, exclusive of interest and costs, which did not exceed $1 million in aggregate, as of December 31, 2024. ITEM 4. MINE SAFETY DISCLOSURES None. ​ 34 34 Table of ContentsPART IIITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIESThe information required by Item 5 with respect to securities authorized for issuance under equity compensation plans is set forth in Part III, Item 12 of this Form 10-K. Our common stock trades on The NASDAQ Global Select Stock Market under the symbol STLD.As of February 24, 2025, we had 150,163,986 shares of common stock outstanding and held beneficially by approximately 30,000 stockholders based on our security position listing. Because many of the shares were held by depositories, brokers and other nominees, the number of registered holders (approximately 1,220) is not representative of the number of beneficial holders.Issuer Purchases of Equity SecuritiesWe purchased the following equity securities registered by us pursuant to Section 12 of the Exchange Act during the three months ended December 31, 2024.​​​​​​​​​​​​​​​​​​​​​​​​Period​Total Number of Shares Purchased​Average Price Paid per Share​Total Number of Shares Purchased as Part of Publicly Announced Program(1)​Maximum Dollar Value of Shares That May Yet be Purchased Under the Program (in thousands) (1)​​​​​​​​​​​​Quarter ended December 31, 2024​​​​​​​​​​​​​​​​​​​​​October 1-31​ 664,066​$ 132.25​​ 664,066​$ 399,476November 1-30​ 790,538​​ 144.37​​ 790,538​​ 286,494December 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. In February 2025, our board of directors authorized an additional share repurchase program of up to $1.5 billion of our common stock. ​35 Table of Contents Table of Contents Table of Contents PART IIITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIESThe information required by Item 5 with respect to securities authorized for issuance under equity compensation plans is set forth in Part III, Item 12 of this Form 10-K. Our common stock trades on The NASDAQ Global Select Stock Market under the symbol STLD.As of February 24, 2025, we had 150,163,986 shares of common stock outstanding and held beneficially by approximately 30,000 stockholders based on our security position listing. Because many of the shares were held by depositories, brokers and other nominees, the number of registered holders (approximately 1,220) is not representative of the number of beneficial holders.Issuer Purchases of Equity SecuritiesWe purchased the following equity securities registered by us pursuant to Section 12 of the Exchange Act during the three months ended December 31, 2024.​​​​​​​​​​​​​​​​​​​​​​​​Period​Total Number of Shares Purchased​Average Price Paid per Share​Total Number of Shares Purchased as Part of Publicly Announced Program(1)​Maximum Dollar Value of Shares That May Yet be Purchased Under the Program (in thousands) (1)​​​​​​​​​​​​Quarter ended December 31, 2024​​​​​​​​​​​​​​​​​​​​​October 1-31​ 664,066​$ 132.25​​ 664,066​$ 399,476November 1-30​ 790,538​​ 144.37​​ 790,538​​ 286,494December 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. In February 2025, our board of directors authorized an additional share repurchase program of up to $1.5 billion of our common stock. ​ PART IIITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIESThe information required by Item 5 with respect to securities authorized for issuance under equity compensation plans is set forth in Part III, Item 12 of this Form 10-K. Our common stock trades on The NASDAQ Global Select Stock Market under the symbol STLD.As of February 24, 2025, we had 150,163,986 shares of common stock outstanding and held beneficially by approximately 30,000 stockholders based on our security position listing. Because many of the shares were held by depositories, brokers and other nominees, the number of registered holders (approximately 1,220) is not representative of the number of beneficial holders.Issuer Purchases of Equity SecuritiesWe purchased the following equity securities registered by us pursuant to Section 12 of the Exchange Act during the three months ended December 31, 2024.​​​​​​​​​​​​​​​​​​​​​​​​Period​Total Number of Shares Purchased​Average Price Paid per Share​Total Number of Shares Purchased as Part of Publicly Announced Program(1)​Maximum Dollar Value of Shares That May Yet be Purchased Under the Program (in thousands) (1)​​​​​​​​​​​​Quarter ended December 31, 2024​​​​​​​​​​​​​​​​​​​​​October 1-31​ 664,066​$ 132.25​​ 664,066​$ 399,476November 1-30​ 790,538​​ 144.37​​ 790,538​​ 286,494December 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. In February 2025, our board of directors authorized an additional share repurchase program of up to $1.5 billion of our common stock. ​ PART II ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES The information required by Item 5 with respect to securities authorized for issuance under equity compensation plans is set forth in Part III, Item 12 of this Form 10-K. Our common stock trades on The NASDAQ Global Select Stock Market under the symbol STLD. 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. --- ## Modified: Impairment of Long-Lived Tangible and Definite-Lived Intangible Assets **Key changes:** - Reworded sentence: "Goodwill The company's goodwill 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 ​ ​ ​ In the fourth quarter 2024, results from an entity previously included in the metals recycling operations segment were moved to the aluminum operations segment, which also resulted in $14 million of goodwill being reassigned to the aluminum operations segment based on a relative fair value allocation approach." **Prior (2024):** The company reviews long-lived assets for impairment whenever events or changes in circumstances indicate the carrying amount of such assets may not be fully recoverable. Impairment losses are recorded on long-lived assets used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets' carrying amounts. The impairment loss is measured by comparing the fair value of the assets to its carrying amount. The company considers various factors and determines whether an impairment test is necessary, including by way of examples, a significant and prolonged deterioration in operating results and/or projected cash flows, significant changes in the extent or manner in which an asset is used, technological advances with respect to assets which would potentially render them obsolete, the company's strategy and capital planning, and the economic environment in markets to be served. Goodwill The company's goodwill consisted of the following at December 31 (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2023 ​ 2022 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Steel Operations Segment ​ $ 272,133 ​ $ 272,133 ​ ​ Metals Recycling Operations Segment ​ ​ 203,413 ​ ​ 228,009 ​ ​ Steel Fabrication Operations Segment ​ ​ 1,925 ​ ​ 1,925 ​ ​ ​ ​ $ 477,471 ​ $ 502,067 ​ ​ Cumulative OmniSource goodwill impairment charges were $346.8 million at December 31, 2023 and 2022. ​ **Current (2025):** The company reviews long-lived assets for impairment whenever events or changes in circumstances indicate the carrying amount of such assets may not be fully recoverable. Impairment losses are recorded on long-lived assets used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets' carrying amounts. The impairment loss is measured by comparing the fair value of the assets to its carrying amount. The company considers various factors and determines whether an impairment test is necessary, including by way of examples, a significant and prolonged deterioration in operating results and/or projected cash flows, significant changes in the extent or manner in which an asset is used, technological advances with respect to assets which would potentially render them obsolete, the company's strategy and capital planning, and the economic environment in markets to be served. Goodwill The company's goodwill 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 ​ ​ ​ In the fourth quarter 2024, results from an entity previously included in the metals recycling operations segment were moved to the aluminum operations segment, which also resulted in $14 million of goodwill being reassigned to the aluminum operations segment based on a relative fair value allocation approach. Segment information for 2023 has been recast consistent with the current reportable segment presentation. Cumulative OmniSource goodwill impairment charges were $346.8 million at December 31, 2024 and 2023. goodwill ​ --- ## Modified: Other comprehensive income (loss) - net unrealized gain (loss) on cash flow **Key changes:** - Reworded sentence: "​ ​ ​ ​ ​ ​ ​ ​ hedging derivatives, net of income tax benefits of $135, $149, and ​ ​ ​ ​ ​ ​ ​ ​ income tax expense of $937 for 2024, 2023 and 2022, respectively ​ (421) ​ ​ (468) ​ ​ 2,980" **Prior (2024):** ​ ​ ​ ​ ​ ​ ​ ​ hedging derivatives, net of income tax benefit of $149, income tax expense of ​ ​ ​ ​ ​ ​ ​ ​ $937, and income tax benefit of $1,247 for 2023, 2022 and 2021, respectively ​ (468) ​ ​ 2,980 ​ ​ (3,993) **Current (2025):** ​ ​ ​ ​ ​ ​ ​ ​ hedging derivatives, net of income tax benefits of $135, $149, and ​ ​ ​ ​ ​ ​ ​ ​ income tax expense of $937 for 2024, 2023 and 2022, respectively ​ (421) ​ ​ (468) ​ ​ 2,980 --- ## Modified: Consolidated Results 2024 vs. 2023 **Key changes:** - Reworded sentence: "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." - Reworded sentence: "During 2024, interest expense of $56.3 million decreased 26% from $76.5 million during 2023." - Reworded sentence: "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." - Reworded sentence: "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." - Reworded sentence: "During the year ended December 31, 2024, we recognized expense from the increase of interest expense and penalties of $710,000, net of tax." **Prior (2024):** Selling, General and Administrative Expenses. Selling, general and administrative expenses of $588.6 million during 2023 increased 8% from $545.6 million during 2022 primarily due to a 10% increase in payroll and benefits expense related to the execution of our growth strategy during 2023, including construction and start-up costs of our Aluminum Operations. Selling, general and administrative expenses represented 3.1% and 2.5% of net sales during 2023 and 2022, respectively. Companywide profit sharing expense during 2023 of $272.0 million decreased 40% from $452.6 million during 2022, consistent with decreased pretax earnings. Refer to Note 11. Retirement Plans to the consolidated financial statements elsewhere in this report for further information. Interest Expense, net of Capitalized Interest. During 2023, interest expense of $76.5 million decreased 16% from $91.5 million during 2022, due to higher capitalized interest in 2023 ($33.0 million, compared to $15.8 million in 2022) related to our ongoing expansion projects, most notably within Aluminum Operations. Other (Income) Expense, net. Net other income was $144.2 million in 2023, compared to $20.8 million in 2022, due primarily to an increase in interest income of $88.2 million associated with an increase in invested balances and an increase in yield earned on our invested cash and short-term investments in 2023. Income Tax Expense. During 2023, income tax expense of $751.6 million, at an effective income tax rate of 23.3%, decreased 34% compared to the $1.1 billion, at an effective income tax rate of 22.7%, during 2022, consistent with decreased pretax earnings. Refer to Note 4. Income Taxes to the consolidated financial statements elsewhere in this report for additional information. Included in the balance of unrecognized tax benefits at December 31, 2023, are potential benefits of $27.8 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. During the year ended December 31, 2023, we recognized expense from the increase of interest expense and penalties of $1.6 million, net of tax. In addition to the unrecognized tax benefits noted above, we had $3.2 million accrued for the payment of interest and penalties at December 31, 2023. We file income tax returns in the United States federal jurisdiction as well as income tax returns in various state jurisdictions. The tax years 2020 through 2022 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. It is reasonably possible that the amount of unrecognized tax benefits could change in the next twelve months in an amount ranging from zero to $10.0 million, as a result of the expiration of the statute of limitations and other federal and state income tax audits. 46 46 Table of ContentsLiquidity and Capital ResourcesCapital Resources and Long-term Debt. Our business is capital intensive and requires substantial expenditures for, among other things, the purchase and maintenance of equipment used in our operations, and to remain in compliance with environmental laws. Our short-term and long-term liquidity needs arise primarily from working capital requirements, capital expenditures, including expansion projects, principal and interest payments related to our outstanding indebtedness, dividends to our shareholders, and potential stock repurchases and acquisitions or investments. We have met and intend to continue to meet these liquidity requirements primarily with available cash and cash provided by operations, long-term borrowings, and we also have availability under our unsecured Revolver. Our liquidity at December 31, 2023, is as follows (in thousands):​​​​​​​​​​​​​​​​​​​​​​​Cash and equivalents​$ 1,400,887​​​​​​Short-term and other investments​​ 951,873​​​​​​Unsecured revolver availability​​ 1,190,873​​​​​​Total liquidity​$ 3,543,633​​​​Our total outstanding debt of $3.1 billion is consistent with our total outstanding debt at December 31, 2022. 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 25.8% and 27.7% at December 31, 2023 and December 31, 2022, respectively.In the third quarter of 2023, we entered into a new unsecured credit agreement, replacing the previous one, which has a senior unsecured revolving credit facility (Facility), which provides a $1.2 billion Revolver and matures in July 2028. Subject to certain conditions, we have the ability to increase the Facility size by $500.0 million. The unsecured Revolver is available to fund working capital, capital expenditures, and other general corporate purposes. The Facility contains financial covenants and other covenants pertaining to our ability to incur indebtedness and permit liens on certain assets. Our ability to borrow funds within the terms of the unsecured Revolver is dependent upon our continued compliance with the financial and other covenants. At December 31, 2023, we had $1.2 billion of availability on the Revolver, $9.1 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. 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. In addition, a debt to capitalization ratio of not more than 0.60:1.00 must be maintained. At December 31, 2023, our interest coverage ratio and debt to capitalization ratio were 36.13:1.00 and 0.26:1.00, respectively. We were, therefore, in compliance with these covenants at December 31, 2023, 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). We generated cash flow from operations of $3.5 billion in 2023 compared to $4.5 billion in 2022. Working capital decreased $1.2 billion, or 21%, during 2023 to $4.5 billion at December 31, 2023, due primarily to our accounts receivable and inventories decreasing $683.1 million, or 13%, compared to December 31, 2022, due to lower sales and inventory values in 2023. In addition, our $400 million 2.800% senior notes were recorded as current at December 31, 2023.47 Table of Contents Table of Contents Table of Contents Liquidity and Capital ResourcesCapital Resources and Long-term Debt. Our business is capital intensive and requires substantial expenditures for, among other things, the purchase and maintenance of equipment used in our operations, and to remain in compliance with environmental laws. Our short-term and long-term liquidity needs arise primarily from working capital requirements, capital expenditures, including expansion projects, principal and interest payments related to our outstanding indebtedness, dividends to our shareholders, and potential stock repurchases and acquisitions or investments. We have met and intend to continue to meet these liquidity requirements primarily with available cash and cash provided by operations, long-term borrowings, and we also have availability under our unsecured Revolver. Our liquidity at December 31, 2023, is as follows (in thousands):​​​​​​​​​​​​​​​​​​​​​​​Cash and equivalents​$ 1,400,887​​​​​​Short-term and other investments​​ 951,873​​​​​​Unsecured revolver availability​​ 1,190,873​​​​​​Total liquidity​$ 3,543,633​​​​Our total outstanding debt of $3.1 billion is consistent with our total outstanding debt at December 31, 2022. 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 25.8% and 27.7% at December 31, 2023 and December 31, 2022, respectively.In the third quarter of 2023, we entered into a new unsecured credit agreement, replacing the previous one, which has a senior unsecured revolving credit facility (Facility), which provides a $1.2 billion Revolver and matures in July 2028. Subject to certain conditions, we have the ability to increase the Facility size by $500.0 million. The unsecured Revolver is available to fund working capital, capital expenditures, and other general corporate purposes. The Facility contains financial covenants and other covenants pertaining to our ability to incur indebtedness and permit liens on certain assets. Our ability to borrow funds within the terms of the unsecured Revolver is dependent upon our continued compliance with the financial and other covenants. At December 31, 2023, we had $1.2 billion of availability on the Revolver, $9.1 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. 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. In addition, a debt to capitalization ratio of not more than 0.60:1.00 must be maintained. At December 31, 2023, our interest coverage ratio and debt to capitalization ratio were 36.13:1.00 and 0.26:1.00, respectively. We were, therefore, in compliance with these covenants at December 31, 2023, 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). We generated cash flow from operations of $3.5 billion in 2023 compared to $4.5 billion in 2022. Working capital decreased $1.2 billion, or 21%, during 2023 to $4.5 billion at December 31, 2023, due primarily to our accounts receivable and inventories decreasing $683.1 million, or 13%, compared to December 31, 2022, due to lower sales and inventory values in 2023. In addition, our $400 million 2.800% senior notes were recorded as current at December 31, 2023. **Current (2025):** Selling, General and Administrative Expenses. 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. 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. 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. 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. 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. 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. 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. 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. 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. 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. 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. It is reasonably possible that the amount of unrecognized tax benefits could change in the next twelve months in an amount ranging from zero to $12.0 million, as a result of the expiration of the statute of limitations and other federal and state income tax audits. 44 44 Table of ContentsLiquidity and Capital ResourcesCapital Resources and Long-term Debt. Our business is capital intensive and requires substantial expenditures for, among other things, the purchase and maintenance of equipment used in our operations, and to remain in compliance with environmental laws. Our short-term and long-term liquidity needs arise primarily from working capital requirements, capital expenditures, including expansion projects, principal and interest payments related to our outstanding indebtedness, dividends to our shareholders, potential stock repurchases and acquisitions or investments. We have met and intend to continue to meet these liquidity requirements primarily with available cash and cash provided by operations, long-term borrowings, and we also have availability under our unsecured Revolver. Our liquidity at December 31, 2024, is as follows (in thousands):​​​​​​​​​​​​​​​​​​​​​​​Cash and equivalents​$ 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 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 unsecured credit agreement has a senior unsecured revolving credit facility (Facility), which provides a $1.2 billion Revolver and matures in July 2028. Subject to certain conditions, we have the ability to increase the Facility size by $500.0 million. The unsecured Revolver is available to fund working capital, capital expenditures, and other general corporate purposes. The Facility contains financial covenants and other covenants pertaining to our ability to incur indebtedness and permit liens on certain assets. Our ability to borrow funds within the terms of the unsecured Revolver is dependent upon our continued compliance with the financial and other covenants. 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. 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. 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.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. Working capital decreased $1.2 billion, or 26%, during 2024 to $3.3 billion at December 31, 2024, due primarily to a $1.4 billion decrease in cash and equivalents and short-term investments in support of our capital investments within our aluminum and steel operations.45 Table of Contents Table of Contents Table of Contents Liquidity and Capital ResourcesCapital Resources and Long-term Debt. Our business is capital intensive and requires substantial expenditures for, among other things, the purchase and maintenance of equipment used in our operations, and to remain in compliance with environmental laws. Our short-term and long-term liquidity needs arise primarily from working capital requirements, capital expenditures, including expansion projects, principal and interest payments related to our outstanding indebtedness, dividends to our shareholders, potential stock repurchases and acquisitions or investments. We have met and intend to continue to meet these liquidity requirements primarily with available cash and cash provided by operations, long-term borrowings, and we also have availability under our unsecured Revolver. Our liquidity at December 31, 2024, is as follows (in thousands):​​​​​​​​​​​​​​​​​​​​​​​Cash and equivalents​$ 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 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 unsecured credit agreement has a senior unsecured revolving credit facility (Facility), which provides a $1.2 billion Revolver and matures in July 2028. Subject to certain conditions, we have the ability to increase the Facility size by $500.0 million. The unsecured Revolver is available to fund working capital, capital expenditures, and other general corporate purposes. The Facility contains financial covenants and other covenants pertaining to our ability to incur indebtedness and permit liens on certain assets. Our ability to borrow funds within the terms of the unsecured Revolver is dependent upon our continued compliance with the financial and other covenants. 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. 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. 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.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. Working capital decreased $1.2 billion, or 26%, during 2024 to $3.3 billion at December 31, 2024, due primarily to a $1.4 billion decrease in cash and equivalents and short-term investments in support of our capital investments within our aluminum and steel operations. Liquidity and Capital ResourcesCapital Resources and Long-term Debt. Our business is capital intensive and requires substantial expenditures for, among other things, the purchase and maintenance of equipment used in our operations, and to remain in compliance with environmental laws. Our short-term and long-term liquidity needs arise primarily from working capital requirements, capital expenditures, including expansion projects, principal and interest payments related to our outstanding indebtedness, dividends to our shareholders, potential stock repurchases and acquisitions or investments. We have met and intend to continue to meet these liquidity requirements primarily with available cash and cash provided by operations, long-term borrowings, and we also have availability under our unsecured Revolver. Our liquidity at December 31, 2024, is as follows (in thousands):​​​​​​​​​​​​​​​​​​​​​​​Cash and equivalents​$ 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 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 unsecured credit agreement has a senior unsecured revolving credit facility (Facility), which provides a $1.2 billion Revolver and matures in July 2028. Subject to certain conditions, we have the ability to increase the Facility size by $500.0 million. The unsecured Revolver is available to fund working capital, capital expenditures, and other general corporate purposes. The Facility contains financial covenants and other covenants pertaining to our ability to incur indebtedness and permit liens on certain assets. Our ability to borrow funds within the terms of the unsecured Revolver is dependent upon our continued compliance with the financial and other covenants. 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. 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. 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.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. 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. --- ## Modified: Steel Operations Segment **Key changes:** - Reworded sentence: "Steel operations include the company's 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 (USS) - 90% equity interest as of April 1, 2023, Vulcan Threaded Products, warehouse operations in Mexico, and SDI Biocarbon Solutions, a joint venture to construct and operate a biocarbon production facility, of which SDI has a 75% equity interest." **Prior (2024):** ​ Steel operations consist of our electric arc furnace (EAF) steel mills, producing steel from ferrous scrap and scrap substitutes, utilizing continuous casting, automated rolling mills and numerous steel coating, processing lines and warehouse operations. Our steel operations sell directly to end-users, steel fabricators, and service centers. These products are used in numerous industry sectors, including the construction, automotive, manufacturing, transportation, heavy and agriculture equipment, energy and pipe and tube (including OCTG) markets. Steel operations accounted for 67% and 65% of our consolidated net sales during 2023 and 2022, respectively. See Item 1. Business for further information on Steel Operations segment operations. **Current (2025):** ​ 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. 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. --- ## Modified: We may face risks associated with the implementation of our growth strategy. **Key changes:** - Reworded sentence: "As part of our growth strategy, we may expand existing facilities, enter into new business lines, territories, products or process initiatives, acquire or build additional plants, acquire other businesses and assets, enter into joint ventures, or form strategic alliances that we believe will complement our existing business." - Reworded sentence: "Legal Proceedings.In addition to risks associated with our environmental and other regulatory compliance, our international operations are subject to complex foreign and United States laws and regulations, including the Foreign Corrupt Practices Act and other anti-bribery laws, regulations related to import-export controls, the Office of Foreign Assets Control, and other laws and regulations, each of which may increase our cost of doing business and expose us to increased risk.Unexpected equipment downtime or shutdowns may adversely affect our business, financial condition, results of operations and cash flows.29 Table of Contents Table of Contents 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.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.These expansions or transactions might be required for us to remain competitive, but we may not be able to complete any such expansions or transactions on favorable terms or obtain financing, if necessary." - Reworded sentence: "Legal Proceedings.In addition to risks associated with our environmental and other regulatory compliance, our international operations are subject to complex foreign and United States laws and regulations, including the Foreign Corrupt Practices Act and other anti-bribery laws, regulations related to import-export controls, the Office of Foreign Assets Control, and other laws and regulations, each of which may increase our cost of doing business and expose us to increased risk.Unexpected equipment downtime or shutdowns may adversely affect our business, financial condition, results of operations and cash flows." **Prior (2024):** Our growth strategy subjects us to various risks. As part of our growth strategy, we may expand existing facilities, enter into new business lines, products or process initiatives, acquire or build additional plants, acquire other businesses and assets, enter into joint ventures, or form strategic alliances that we believe will complement our existing business. These expansions and transactions, including our planned recycled aluminum flat rolled products mill with an anticipated annual production capacity of 650,000 tonnes of finished products to be 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; ● 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; ● the loss of key employees, customers or suppliers of acquired businesses; ● the potential exposure to unknown liabilities; 29 29 Table of Contents● 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.Delays in achieving full operational capacity at our Sinton Flat Roll Division has and may continue to, and any delays in our announced planned recycled aluminum flat rolled products mill may, adversely affect our prospects, business, financial condition, results of operations and cash flows.These expansions or transactions might be required for us to remain competitive, but we may not be able to complete any such expansions or transactions on favorable terms or obtain financing, if necessary. Future expansions and transactions may not improve our competitive position and business prospects as anticipated, and if they do not, our business, financial condition, results of operations and cash flows may be adversely affected.We are subject to litigation and legal compliance risks which may adversely affect our financial condition, results of operations and liquidity.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.In addition to risks associated with our environmental and other regulatory compliance, our international operations are subject to complex foreign and United States laws and regulations, including the Foreign Corrupt Practices Act and other anti-bribery laws, regulations related to import-export controls, the Office of Foreign Assets Control, and other laws and regulations, each of which may increase our cost of doing business and expose us to increased risk.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. In addition to equipment failures, our facilities are subject to the risk of catastrophic loss due to unanticipated events such as fires, explosions or violent weather conditions. 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. 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 ramp-up inefficiencies at our Sinton Flat Roll Division, including those related to major equipment failures. 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.30 Table of Contents Table of Contents Table of Contents ● 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.Delays in achieving full operational capacity at our Sinton Flat Roll Division has and may continue to, and any delays in our announced planned recycled aluminum flat rolled products mill may, adversely affect our prospects, business, financial condition, results of operations and cash flows.These expansions or transactions might be required for us to remain competitive, but we may not be able to complete any such expansions or transactions on favorable terms or obtain financing, if necessary. Future expansions and transactions may not improve our competitive position and business prospects as anticipated, and if they do not, our business, financial condition, results of operations and cash flows may be adversely affected.We are subject to litigation and legal compliance risks which may adversely affect our financial condition, results of operations and liquidity.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.In addition to risks associated with our environmental and other regulatory compliance, our international operations are subject to complex foreign and United States laws and regulations, including the Foreign Corrupt Practices Act and other anti-bribery laws, regulations related to import-export controls, the Office of Foreign Assets Control, and other laws and regulations, each of which may increase our cost of doing business and expose us to increased risk.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. In addition to equipment failures, our facilities are subject to the risk of catastrophic loss due to unanticipated events such as fires, explosions or violent weather conditions. 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. 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 ramp-up inefficiencies at our Sinton Flat Roll Division, including those related to major equipment failures. 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. ● 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. Delays in achieving full operational capacity at our Sinton Flat Roll Division has and may continue to, and any delays in our announced planned recycled aluminum flat rolled products mill may, adversely affect our prospects, business, financial condition, results of operations and cash flows. These expansions or transactions might be required for us to remain competitive, but we may not be able to complete any such expansions or transactions on favorable terms or obtain financing, if necessary. Future expansions and transactions may not improve our competitive position and business prospects as anticipated, and if they do not, our business, financial condition, results of operations and cash flows may be adversely affected. **Current (2025):** Our growth strategy subjects us to various risks. As part of our growth strategy, we may expand existing facilities, enter into new business lines, territories, products or process initiatives, acquire or build additional plants, acquire other businesses and assets, enter into joint ventures, or form strategic alliances that we believe will complement our existing business. 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 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.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.These expansions or transactions might be required for us to remain competitive, but we may not be able to complete any such expansions or transactions on favorable terms or obtain financing, if necessary. Future expansions and transactions may not improve our competitive position and business prospects as anticipated, and if they do not, our business, financial condition, results of operations and cash flows may be adversely affected.We may face risks associated with our ability to retain, develop and attract key personnel. Our people are the foundation of our success and are our most important resource. Their continued education and talent development are paramount to our success. As we continue to grow, our success depends in part on our ability to retain, develop and attract team members with relevant industry and technical experience, while maintaining our culture. A loss of senior managers or other key personnel, without adequate replacement, which could be exacerbated by a shortage of skilled workers and our more senior workforce, could adversely affect our business and results of operations. We are subject to litigation and legal compliance risks which may adversely affect our financial condition, results of operations and liquidity.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.In addition to risks associated with our environmental and other regulatory compliance, our international operations are subject to complex foreign and United States laws and regulations, including the Foreign Corrupt Practices Act and other anti-bribery laws, regulations related to import-export controls, the Office of Foreign Assets Control, and other laws and regulations, each of which may increase our cost of doing business and expose us to increased risk.Unexpected equipment downtime or shutdowns may adversely affect our business, financial condition, results of operations and cash flows.29 Table of Contents Table of Contents 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.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.These expansions or transactions might be required for us to remain competitive, but we may not be able to complete any such expansions or transactions on favorable terms or obtain financing, if necessary. Future expansions and transactions may not improve our competitive position and business prospects as anticipated, and if they do not, our business, financial condition, results of operations and cash flows may be adversely affected.We may face risks associated with our ability to retain, develop and attract key personnel. Our people are the foundation of our success and are our most important resource. Their continued education and talent development are paramount to our success. As we continue to grow, our success depends in part on our ability to retain, develop and attract team members with relevant industry and technical experience, while maintaining our culture. A loss of senior managers or other key personnel, without adequate replacement, which could be exacerbated by a shortage of skilled workers and our more senior workforce, could adversely affect our business and results of operations. We are subject to litigation and legal compliance risks which may adversely affect our financial condition, results of operations and liquidity.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.In addition to risks associated with our environmental and other regulatory compliance, our international operations are subject to complex foreign and United States laws and regulations, including the Foreign Corrupt Practices Act and other anti-bribery laws, regulations related to import-export controls, the Office of Foreign Assets Control, and other laws and regulations, each of which may increase our cost of doing business and expose us to increased risk.Unexpected equipment downtime or shutdowns may adversely affect our business, financial condition, results of operations and cash flows. ● 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.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.These expansions or transactions might be required for us to remain competitive, but we may not be able to complete any such expansions or transactions on favorable terms or obtain financing, if necessary. Future expansions and transactions may not improve our competitive position and business prospects as anticipated, and if they do not, our business, financial condition, results of operations and cash flows may be adversely affected.We may face risks associated with our ability to retain, develop and attract key personnel. Our people are the foundation of our success and are our most important resource. Their continued education and talent development are paramount to our success. As we continue to grow, our success depends in part on our ability to retain, develop and attract team members with relevant industry and technical experience, while maintaining our culture. A loss of senior managers or other key personnel, without adequate replacement, which could be exacerbated by a shortage of skilled workers and our more senior workforce, could adversely affect our business and results of operations. We are subject to litigation and legal compliance risks which may adversely affect our financial condition, results of operations and liquidity.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.In addition to risks associated with our environmental and other regulatory compliance, our international operations are subject to complex foreign and United States laws and regulations, including the Foreign Corrupt Practices Act and other anti-bribery laws, regulations related to import-export controls, the Office of Foreign Assets Control, and other laws and regulations, each of which may increase our cost of doing business and expose us to increased risk.Unexpected equipment downtime or shutdowns may adversely affect our business, financial condition, results of operations and cash flows. ● 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. 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. These expansions or transactions might be required for us to remain competitive, but we may not be able to complete any such expansions or transactions on favorable terms or obtain financing, if necessary. Future expansions and transactions may not improve our competitive position and business prospects as anticipated, and if they do not, our business, financial condition, results of operations and cash flows may be adversely affected. --- ## Modified: Investing activities: **Key changes:** - Reworded sentence: "​ ​ ​ ​ ​ ​ ​ ​ Purchases of property, plant and equipment ​ (1,868,006) ​ ​ (1,657,905) ​ ​ (908,902) Purchases of short-term investments ​ (739,340) ​ ​ (1,145,493) ​ ​ (927,584) Proceeds from maturities of short-term investments ​ 1,312,294 ​ ​ 1,054,742 ​ ​ 297,950 Business combinations, net of cash acquired ​ - ​ ​ - ​ ​ (134,090) Investments in unconsolidated affiliates ​ - ​ ​ - ​ ​ (222,480) Other investing activities ​ (8,308) ​ ​ (221,593) ​ ​ 15,837 Net cash used in investing activities ​ (1,303,360) ​ ​ (1,970,249) ​ ​ (1,879,269) ​ ​ ​ ​ ​ ​ ​ ​ ​" **Prior (2024):** ​ ​ ​ ​ ​ ​ ​ ​ Purchases of property, plant and equipment ​ (1,657,905) ​ ​ (908,902) ​ ​ (1,006,239) Purchases of short-term investments ​ (1,145,493) ​ ​ (927,584) ​ ​ - Proceeds from maturities of short-term investments ​ 1,054,742 ​ ​ 297,950 ​ ​ - Business combinations, net of cash acquired ​ - ​ ​ (134,090) ​ ​ - Investments in unconsolidated affiliates ​ - ​ ​ (222,480) ​ ​ - Other investing activities ​ (221,593) ​ ​ 15,837 ​ ​ 6,819 Net cash used in investing activities ​ (1,970,249) ​ ​ (1,879,269) ​ ​ (999,420) ​ ​ ​ ​ ​ ​ ​ ​ ​ **Current (2025):** ​ ​ ​ ​ ​ ​ ​ ​ Purchases of property, plant and equipment ​ (1,868,006) ​ ​ (1,657,905) ​ ​ (908,902) Purchases of short-term investments ​ (739,340) ​ ​ (1,145,493) ​ ​ (927,584) Proceeds from maturities of short-term investments ​ 1,312,294 ​ ​ 1,054,742 ​ ​ 297,950 Business combinations, net of cash acquired ​ - ​ ​ - ​ ​ (134,090) Investments in unconsolidated affiliates ​ - ​ ​ - ​ ​ (222,480) Other investing activities ​ (8,308) ​ ​ (221,593) ​ ​ 15,837 Net cash used in investing activities ​ (1,303,360) ​ ​ (1,970,249) ​ ​ (1,879,269) ​ ​ ​ ​ ​ ​ ​ ​ ​ --- ## Modified: Note 4. Income Taxes (Continued) **Key changes:** - Reworded sentence: "Significant components of the company's deferred tax assets and liabilities at December 31 are as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2024 ​ 2023 ​ ​ Deferred tax assets ​ ​ ​ ​ ​ ​ ​ Accrued expenses and allowances $ 41,031 ​ $ 41,894 ​ ​ Inventories ​ 6,892 ​ ​ 10,685 ​ ​ Net operating loss carryforwards ​ 24,381 ​ ​ 7,663 ​ ​ Amortizable assets ​ 39,657 ​ ​ 5,798 ​ ​ Other ​ 5,916 ​ ​ 9,149 ​ ​ ​ ​ 117,877 ​ ​ 75,189 ​ ​ Less: valuation allowance ​ (1,150) ​ ​ (816) ​ ​ Total net deferred tax assets ​ 116,727 ​ ​ 74,373 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Deferred tax liabilities ​ ​ ​ ​ ​ ​ ​ Property, plant and equipment ​ (1,014,515) ​ ​ (1,013,045) ​ ​ Other ​ (4,398) ​ ​ (6,096) ​ ​ Total deferred tax liabilities ​ (1,018,913) ​ ​ (1,019,141) ​ ​ Net deferred tax liability $ (902,186) ​ $ (944,768) ​ ​ Certain wholly-owned and controlled subsidiaries of the company file separate federal and state income tax returns." - Reworded sentence: "In completing this evaluation, the company considers all available positive and negative evidence in order to determine whether, based on the weight of the evidence, a valuation allowance for its deferred tax assets is necessary." - Reworded sentence: "Based on the evidence, the company maintained a valuation allowance of $1,150,000 and $816,000 as of December 31, 2024, and 2023, respectively, with respect to certain state tax credits of the controlled subsidiary." - Reworded sentence: "During the years ended December 31, 2024, 2023, and 2022, the company recognized expense from the increase of interest expense and penalties of $710,000, $1,560,000, and $480,000, respectively, net of tax." - Reworded sentence: "The tax years 2021 through 2023 remain open to examination by the Internal Revenue Service and various state and local jurisdictions.Note 5." **Prior (2024):** Significant components of the company's deferred tax assets and liabilities at December 31 are as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2023 ​ 2022 ​ ​ Deferred tax assets ​ ​ ​ ​ ​ ​ ​ Accrued expenses and allowances $ 41,894 ​ $ 34,052 ​ ​ Inventories ​ 10,685 ​ ​ 8,028 ​ ​ Net operating loss carryforwards ​ 7,663 ​ ​ 16,412 ​ ​ Amortizable assets ​ 5,798 ​ ​ - ​ ​ Other ​ 9,149 ​ ​ 8,091 ​ ​ ​ ​ 75,189 ​ ​ 66,583 ​ ​ Less: valuation allowance ​ (816) ​ ​ (805) ​ ​ Total net deferred tax assets ​ 74,373 ​ ​ 65,778 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Deferred tax liabilities ​ ​ ​ ​ ​ ​ ​ Property, plant and equipment ​ (1,013,045) ​ ​ (951,404) ​ ​ Amortizable assets ​ - ​ ​ (1,304) ​ ​ Other ​ (6,096) ​ ​ (2,173) ​ ​ Total deferred tax liabilities ​ (1,019,141) ​ ​ (954,881) ​ ​ Net deferred tax liability $ (944,768) ​ $ (889,103) ​ ​ Certain wholly-owned and controlled subsidiaries of the company file separate federal and state income tax returns. One of the controlled subsidiaries generated federal net operating loss carryforwards in the years 2018 and prior, which total $11.5 million at December 31, 2023, and which expire in the years 2037 through 2039, along with state net operating loss carryforwards which expire in the years 2034 through 2039. Annually, the company evaluates the realizability of the net deferred tax assets for this controlled subsidiary. In completing this evaluation, the company considers all available positive and negative evidence in order to determine whether, based on the weight of the evidence, a valuation allowance for its deferred tax assets was necessary. Such evidence includes current operating results, historical results, future reversals of existing taxable temporary differences and expectations for future taxable income (exclusive of the reversal of temporary differences and carryforwards), as well as the implementation of feasible and prudent tax planning strategies. Based on the positive evidence, the company concluded that it was more likely than not that the net deferred tax assets would be realized and a valuation allowance was not necessary. The company continues to maintain a valuation allowance of $816,000 and $805,000 as of December 31, 2023, and 2022, respectively, with respect to certain state tax credits of the controlled subsidiary. A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2023 ​ 2022 ​ 2021 ​ ​ Balance at January 1 $ 28,646 ​ $ 20,466 ​ $ 12,830 ​ ​ Increases related to current year tax positions ​ 1,500 ​ ​ 9,600 ​ ​ 8,250 ​ ​ Increases related to prior year tax positions ​ 1,798 ​ ​ 364 ​ ​ 2,095 ​ ​ Decreases related to prior year tax positions ​ (686) ​ ​ (1,784) ​ ​ (2,709) ​ ​ Balance at December 31 $ 31,258 ​ $ 28,646 ​ $ 20,466 ​ ​ ​ ​ 74 74 Table of ContentsNote 4. Income Taxes (Continued)Included in the balance of unrecognized tax benefits at December 31, 2023 and 2022, are potential benefits of $27.8 million and $25.1 million, respectively, that, if recognized, would affect the effective tax rate. The company recognizes interest and penalties related to its tax contingencies on a net-of-tax basis in income tax expense. During the years ended December 31, 2023 and 2022, the company recognized expense from the increase of interest expense and penalties of $1,560,000 and $480,000, respectively, net of tax and during the year ended December 31, 2021, the company recognized a benefit from the decrease of interest expense and penalties of $205,000, net of tax. In addition to the unrecognized tax benefits in the table above, the company had $3.2 million and $1.2 million accrued for the payment of interest and penalties at December 31, 2023 and 2022, respectively.It is reasonably possible that the amount of unrecognized tax benefits could change in the next twelve months in an amount ranging from zero to $10.0 million, as a result of the expiration of the statute of limitations and other federal and state income tax audits. The company files income tax returns in the U.S. federal jurisdiction as well as income tax returns in various state jurisdictions. The tax years 2020 through 2022 remain open to examination by the Internal Revenue Service and various state and local jurisdictions.Note 5. Shareholders' EquityCash DividendsThe company declared cash dividends of $280.5 million, or $1.70 per common share, during 2023; $245.3 million, or $1.36 per common share, during 2022; and $210.9 million, or $1.04 per common share, during 2021. The company paid cash dividends of $271.3 million, $237.2 million, and $213.0 million during 2023, 2022, and 2021, respectively.Treasury StockIn February 2020, the board of directors authorized a share repurchase program of up to $500.0 million of the company's common stock. This program was exhausted in July 2021. In July 2021, the board of directors authorized an additional share repurchase program of up to $1.0 billion of the company's common stock. This program was exhausted in April 2022. In February 2022, the board of directors authorized an additional share repurchase program of up to $1.25 billion of the company's common stock. This program was exhausted in November 2022. In November 2022, the board of directors authorized an additional share repurchase program of up to $1.5 billion of the company's common stock. This program was exhausted in November 2023. In November 2023, the board of directors authorized an additional share repurchase program of up to $1.5 billion of the company's common stock. Under the above share repurchase programs, and similar prior programs, purchases take place as and when the company determines in open market or private transactions made based upon the market price of the company's common stock, the nature of other investment opportunities or growth projects, the company's cash flows from operations, and general economic conditions. The share repurchase programs do not require the company to acquire any specific number of shares, and may be modified, suspended, extended or terminated by the company at any time. The share repurchase programs do not have an expiration date. The company repurchased 13.4 million shares for $1.5 billion during 2023, 23.0 million shares for $1.8 billion during 2022, and 16.9 million shares for $1.1 billion during 2021 under the share repurchase programs. At December 31, 2023, the company had remaining authorization to repurchase $1.4 billion of additional shares under the November 2023 share repurchase program.​Note 6. Equity-Based Incentive Plans2023 Equity Incentive PlanIn May 2023, the company's shareholders approved the 2023 Equity Incentive Plan (2023 Plan), which supersedes the prior Amended and Restated 2015 Equity Incentive Plan. The 2023 Plan is designed to attract, motivate and retain qualified persons that are able to make important contributions to the company's success. To accomplish these objectives, the 2023 Plan provides for awards of equity-based incentives through granting of restricted stock units (RSUs), deferred stock units (DSUs), restricted stock awards (of which none have been granted), stock options (of which75 Table of Contents Table of Contents Table of Contents Note 4. Income Taxes (Continued)Included in the balance of unrecognized tax benefits at December 31, 2023 and 2022, are potential benefits of $27.8 million and $25.1 million, respectively, that, if recognized, would affect the effective tax rate. The company recognizes interest and penalties related to its tax contingencies on a net-of-tax basis in income tax expense. During the years ended December 31, 2023 and 2022, the company recognized expense from the increase of interest expense and penalties of $1,560,000 and $480,000, respectively, net of tax and during the year ended December 31, 2021, the company recognized a benefit from the decrease of interest expense and penalties of $205,000, net of tax. In addition to the unrecognized tax benefits in the table above, the company had $3.2 million and $1.2 million accrued for the payment of interest and penalties at December 31, 2023 and 2022, respectively.It is reasonably possible that the amount of unrecognized tax benefits could change in the next twelve months in an amount ranging from zero to $10.0 million, as a result of the expiration of the statute of limitations and other federal and state income tax audits. The company files income tax returns in the U.S. federal jurisdiction as well as income tax returns in various state jurisdictions. The tax years 2020 through 2022 remain open to examination by the Internal Revenue Service and various state and local jurisdictions.Note 5. Shareholders' EquityCash DividendsThe company declared cash dividends of $280.5 million, or $1.70 per common share, during 2023; $245.3 million, or $1.36 per common share, during 2022; and $210.9 million, or $1.04 per common share, during 2021. The company paid cash dividends of $271.3 million, $237.2 million, and $213.0 million during 2023, 2022, and 2021, respectively.Treasury StockIn February 2020, the board of directors authorized a share repurchase program of up to $500.0 million of the company's common stock. This program was exhausted in July 2021. In July 2021, the board of directors authorized an additional share repurchase program of up to $1.0 billion of the company's common stock. This program was exhausted in April 2022. In February 2022, the board of directors authorized an additional share repurchase program of up to $1.25 billion of the company's common stock. This program was exhausted in November 2022. In November 2022, the board of directors authorized an additional share repurchase program of up to $1.5 billion of the company's common stock. This program was exhausted in November 2023. In November 2023, the board of directors authorized an additional share repurchase program of up to $1.5 billion of the company's common stock. Under the above share repurchase programs, and similar prior programs, purchases take place as and when the company determines in open market or private transactions made based upon the market price of the company's common stock, the nature of other investment opportunities or growth projects, the company's cash flows from operations, and general economic conditions. The share repurchase programs do not require the company to acquire any specific number of shares, and may be modified, suspended, extended or terminated by the company at any time. The share repurchase programs do not have an expiration date. The company repurchased 13.4 million shares for $1.5 billion during 2023, 23.0 million shares for $1.8 billion during 2022, and 16.9 million shares for $1.1 billion during 2021 under the share repurchase programs. At December 31, 2023, the company had remaining authorization to repurchase $1.4 billion of additional shares under the November 2023 share repurchase program.​Note 6. Equity-Based Incentive Plans2023 Equity Incentive PlanIn May 2023, the company's shareholders approved the 2023 Equity Incentive Plan (2023 Plan), which supersedes the prior Amended and Restated 2015 Equity Incentive Plan. The 2023 Plan is designed to attract, motivate and retain qualified persons that are able to make important contributions to the company's success. To accomplish these objectives, the 2023 Plan provides for awards of equity-based incentives through granting of restricted stock units (RSUs), deferred stock units (DSUs), restricted stock awards (of which none have been granted), stock options (of which **Current (2025):** Significant components of the company's deferred tax assets and liabilities at December 31 are as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2024 ​ 2023 ​ ​ Deferred tax assets ​ ​ ​ ​ ​ ​ ​ Accrued expenses and allowances $ 41,031 ​ $ 41,894 ​ ​ Inventories ​ 6,892 ​ ​ 10,685 ​ ​ Net operating loss carryforwards ​ 24,381 ​ ​ 7,663 ​ ​ Amortizable assets ​ 39,657 ​ ​ 5,798 ​ ​ Other ​ 5,916 ​ ​ 9,149 ​ ​ ​ ​ 117,877 ​ ​ 75,189 ​ ​ Less: valuation allowance ​ (1,150) ​ ​ (816) ​ ​ Total net deferred tax assets ​ 116,727 ​ ​ 74,373 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Deferred tax liabilities ​ ​ ​ ​ ​ ​ ​ Property, plant and equipment ​ (1,014,515) ​ ​ (1,013,045) ​ ​ Other ​ (4,398) ​ ​ (6,096) ​ ​ Total deferred tax liabilities ​ (1,018,913) ​ ​ (1,019,141) ​ ​ Net deferred tax liability $ (902,186) ​ $ (944,768) ​ ​ Certain wholly-owned and controlled subsidiaries of the company file separate federal and state income tax returns. One of the controlled subsidiaries generated federal net operating loss carryforwards in the years 2018 and prior, which were fully utilized as of December 31, 2024, but continues to have state net operating loss carryforwards which expire in the years 2034 through 2039. Annually, the company evaluates the realizability of the net deferred tax assets for this controlled subsidiary. In completing this evaluation, the company considers all available positive and negative evidence in order to determine whether, based on the weight of the evidence, a valuation allowance for its deferred tax assets is necessary. Such evidence includes current operating results, historical results, future reversals of existing taxable temporary differences and expectations for future taxable income (exclusive of the reversal of temporary differences and carryforwards), as well as the implementation of feasible and prudent tax planning strategies. Based on the evidence, the company maintained a valuation allowance of $1,150,000 and $816,000 as of December 31, 2024, and 2023, respectively, with respect to certain state tax credits of the controlled subsidiary. A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2024 ​ 2023 ​ 2022 ​ ​ Balance at January 1 $ 31,258 ​ $ 28,646 ​ $ 20,466 ​ ​ Increases related to current year tax positions ​ 5,115 ​ ​ 1,500 ​ ​ 9,600 ​ ​ Increases related to prior year tax positions ​ 263 ​ ​ 1,798 ​ ​ 364 ​ ​ Decreases related to prior year tax positions ​ (6,949) ​ ​ (686) ​ ​ (1,784) ​ ​ Balance at December 31 $ 29,687 ​ $ 31,258 ​ $ 28,646 ​ ​ Included in the balance of unrecognized tax benefits at December 31, 2024 and 2023 are potential benefits of $26.4 million and $27.8 million, respectively, that, if recognized, would affect the effective tax rate. The company recognizes interest and penalties related to its tax contingencies on a net-of-tax basis in income tax expense. During the years ended December 31, 2024, 2023, and 2022, the company recognized expense from the increase of interest expense and penalties of $710,000, $1,560,000, and $480,000, respectively, net of tax. In addition to the unrecognized tax benefits in the table above, the company had $4.2 million and $3.2 million accrued for the payment of interest and penalties at December 31, 2024 and 2023, respectively. ​ 73 73 Table of ContentsNote 4. Income Taxes (Continued)It is reasonably possible that the amount of unrecognized tax benefits could change in the next twelve months in an amount ranging from zero to $12.0 million, as a result of the expiration of the statute of limitations and other federal and state income tax audits. The company files income tax returns in the U.S. 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.Note 5. Shareholders' EquityCash DividendsThe company declared cash dividends of $284.1 million, or $1.84 per common share, during 2024; $280.5 million, or $1.70 per common share, during 2023; and $245.3 million, or $1.36 per common share, during 2022. The company paid cash dividends of $282.6 million, $271.3 million, and $237.2 million during 2024, 2023, and 2022, respectively.Treasury StockIn July 2021, the board of directors authorized a share repurchase program of up to $1.0 billion of the company's common stock. This program was exhausted in April 2022. In February 2022, the board of directors authorized an additional share repurchase program of up to $1.25 billion of the company's common stock. This program was exhausted in November 2022. In November 2022, the board of directors authorized an additional share repurchase program of up to $1.5 billion of the company's common stock. This program was exhausted in November 2023. In November 2023, the board of directors authorized an additional share repurchase program of up to $1.5 billion of the company's common stock. Subsequent to December 31, 2024, in February 2025, the board of directors authorized an additional share repurchase program of up to $1.5 billion of the company's common stock. Under the share repurchase programs, purchases take place as and when we determine in open market or private transactions made based upon the market price of our common stock, the nature of other investment opportunities or growth projects, our cash flows from operations, and general economic conditions. 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. The company repurchased 9.4 million shares for $1.2 billion during 2024, 13.4 million shares for $1.5 billion during 2023, and 23.0 million shares for $1.8 billion during 2022 under the share repurchase programs. At December 31, 2024, the company had remaining authorization to repurchase $193.5 million of additional shares under the November 2023 share repurchase program.​Note 6. Equity-Based Incentive Plans2023 Equity Incentive PlanIn May 2023, the company's shareholders approved the 2023 Equity Incentive Plan (2023 Plan), which supersedes the prior Amended and Restated 2015 Equity Incentive Plan. The 2023 Plan is designed to attract, motivate, and retain qualified persons that are able to make important contributions to the company's success. To accomplish these objectives, the 2023 Plan provides for awards of equity-based incentives through granting of restricted stock units (RSUs), deferred stock units (DSUs), stock appreciation rights (SARs), performance awards, such as the long-term incentive compensation program (LTIP), restricted stock awards (of which none have been granted), stock options (of which none have been granted), and unrestricted stock awards (of which none have been granted). Under the 2023 Plan, 9.0 million shares of common stock were reserved for grant through December 31, 2033. The 2023 Plan uses a fungible share concept under which any awards that are not a full-value award, such as stock options and stock-settled SARs, will be counted against the share reserve as one share for each share of common stock, and awards that are full-value awards, such as RSUs, DSUs, restricted and unrestricted stock awards, and performance awards, will be counted against the share reserve as 2.09 shares for each share of common stock. The SARs the company has granted to date can only be settled in cash, and thus, do not count against the share reserve. At December 31, 2024, there were 6.2 million shares still available for issuance.74 Table of Contents Table of Contents Table of Contents Note 4. Income Taxes (Continued)It is reasonably possible that the amount of unrecognized tax benefits could change in the next twelve months in an amount ranging from zero to $12.0 million, as a result of the expiration of the statute of limitations and other federal and state income tax audits. The company files income tax returns in the U.S. 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.Note 5. Shareholders' EquityCash DividendsThe company declared cash dividends of $284.1 million, or $1.84 per common share, during 2024; $280.5 million, or $1.70 per common share, during 2023; and $245.3 million, or $1.36 per common share, during 2022. The company paid cash dividends of $282.6 million, $271.3 million, and $237.2 million during 2024, 2023, and 2022, respectively.Treasury StockIn July 2021, the board of directors authorized a share repurchase program of up to $1.0 billion of the company's common stock. This program was exhausted in April 2022. In February 2022, the board of directors authorized an additional share repurchase program of up to $1.25 billion of the company's common stock. This program was exhausted in November 2022. In November 2022, the board of directors authorized an additional share repurchase program of up to $1.5 billion of the company's common stock. This program was exhausted in November 2023. In November 2023, the board of directors authorized an additional share repurchase program of up to $1.5 billion of the company's common stock. Subsequent to December 31, 2024, in February 2025, the board of directors authorized an additional share repurchase program of up to $1.5 billion of the company's common stock. Under the share repurchase programs, purchases take place as and when we determine in open market or private transactions made based upon the market price of our common stock, the nature of other investment opportunities or growth projects, our cash flows from operations, and general economic conditions. 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. The company repurchased 9.4 million shares for $1.2 billion during 2024, 13.4 million shares for $1.5 billion during 2023, and 23.0 million shares for $1.8 billion during 2022 under the share repurchase programs. At December 31, 2024, the company had remaining authorization to repurchase $193.5 million of additional shares under the November 2023 share repurchase program.​Note 6. Equity-Based Incentive Plans2023 Equity Incentive PlanIn May 2023, the company's shareholders approved the 2023 Equity Incentive Plan (2023 Plan), which supersedes the prior Amended and Restated 2015 Equity Incentive Plan. The 2023 Plan is designed to attract, motivate, and retain qualified persons that are able to make important contributions to the company's success. To accomplish these objectives, the 2023 Plan provides for awards of equity-based incentives through granting of restricted stock units (RSUs), deferred stock units (DSUs), stock appreciation rights (SARs), performance awards, such as the long-term incentive compensation program (LTIP), restricted stock awards (of which none have been granted), stock options (of which none have been granted), and unrestricted stock awards (of which none have been granted). Under the 2023 Plan, 9.0 million shares of common stock were reserved for grant through December 31, 2033. The 2023 Plan uses a fungible share concept under which any awards that are not a full-value award, such as stock options and stock-settled SARs, will be counted against the share reserve as one share for each share of common stock, and awards that are full-value awards, such as RSUs, DSUs, restricted and unrestricted stock awards, and performance awards, will be counted against the share reserve as 2.09 shares for each share of common stock. The SARs the company has granted to date can only be settled in cash, and thus, do not count against the share reserve. At December 31, 2024, there were 6.2 million shares still available for issuance. Note 4. Income Taxes (Continued)It is reasonably possible that the amount of unrecognized tax benefits could change in the next twelve months in an amount ranging from zero to $12.0 million, as a result of the expiration of the statute of limitations and other federal and state income tax audits. The company files income tax returns in the U.S. 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.Note 5. Shareholders' EquityCash DividendsThe company declared cash dividends of $284.1 million, or $1.84 per common share, during 2024; $280.5 million, or $1.70 per common share, during 2023; and $245.3 million, or $1.36 per common share, during 2022. The company paid cash dividends of $282.6 million, $271.3 million, and $237.2 million during 2024, 2023, and 2022, respectively.Treasury StockIn July 2021, the board of directors authorized a share repurchase program of up to $1.0 billion of the company's common stock. This program was exhausted in April 2022. In February 2022, the board of directors authorized an additional share repurchase program of up to $1.25 billion of the company's common stock. This program was exhausted in November 2022. In November 2022, the board of directors authorized an additional share repurchase program of up to $1.5 billion of the company's common stock. This program was exhausted in November 2023. In November 2023, the board of directors authorized an additional share repurchase program of up to $1.5 billion of the company's common stock. Subsequent to December 31, 2024, in February 2025, the board of directors authorized an additional share repurchase program of up to $1.5 billion of the company's common stock. Under the share repurchase programs, purchases take place as and when we determine in open market or private transactions made based upon the market price of our common stock, the nature of other investment opportunities or growth projects, our cash flows from operations, and general economic conditions. 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. The company repurchased 9.4 million shares for $1.2 billion during 2024, 13.4 million shares for $1.5 billion during 2023, and 23.0 million shares for $1.8 billion during 2022 under the share repurchase programs. At December 31, 2024, the company had remaining authorization to repurchase $193.5 million of additional shares under the November 2023 share repurchase program.​Note 6. Equity-Based Incentive Plans2023 Equity Incentive PlanIn May 2023, the company's shareholders approved the 2023 Equity Incentive Plan (2023 Plan), which supersedes the prior Amended and Restated 2015 Equity Incentive Plan. The 2023 Plan is designed to attract, motivate, and retain qualified persons that are able to make important contributions to the company's success. To accomplish these objectives, the 2023 Plan provides for awards of equity-based incentives through granting of restricted stock units (RSUs), deferred stock units (DSUs), stock appreciation rights (SARs), performance awards, such as the long-term incentive compensation program (LTIP), restricted stock awards (of which none have been granted), stock options (of which none have been granted), and unrestricted stock awards (of which none have been granted). Under the 2023 Plan, 9.0 million shares of common stock were reserved for grant through December 31, 2033. The 2023 Plan uses a fungible share concept under which any awards that are not a full-value award, such as stock options and stock-settled SARs, will be counted against the share reserve as one share for each share of common stock, and awards that are full-value awards, such as RSUs, DSUs, restricted and unrestricted stock awards, and performance awards, will be counted against the share reserve as 2.09 shares for each share of common stock. The SARs the company has granted to date can only be settled in cash, and thus, do not count against the share reserve. At December 31, 2024, there were 6.2 million shares still available for issuance. --- ## Modified: Aluminum Dynamics **Key changes:** - Reworded sentence: "The company obtained a 94.4% equity interest in a joint venture concurrently formed with Unity Aluminum, Inc." - Removed sentence: "Prior periods, when amounts were recorded in Other, have been recast to reflect this new segment." **Prior (2024):** The company attained a 94.4% equity interest in a joint venture concurrently formed with Unity Aluminum, Inc. on July 29, 2022, for the construction and operation of a new state-of-the-art low-carbon recycled aluminum flat rolled products mill. The transaction was funded with available cash. Operating results from and after July 29, 2022, are reflected in the company's consolidated financial statements in the aluminum operations segment. Prior periods, when amounts were recorded in Other, have been recast to reflect this new segment. ​ **Current (2025):** The company obtained a 94.4% equity interest in a joint venture concurrently formed with Unity Aluminum, Inc. on July 29, 2022, for the construction and operation of a new state-of-the-art lower-carbon recycled aluminum flat rolled products mill. The transaction was funded with available cash. Operating results from and after July 29, 2022, are reflected in the company's consolidated financial statements in the aluminum operations segment. ​ --- ## Modified: Cash Dividends **Key changes:** - Reworded sentence: "The company declared cash dividends of $284.1 million, or $1.84 per common share, during 2024; $280.5 million, or $1.70 per common share, during 2023; and $245.3 million, or $1.36 per common share, during 2022." **Prior (2024):** The company declared cash dividends of $280.5 million, or $1.70 per common share, during 2023; $245.3 million, or $1.36 per common share, during 2022; and $210.9 million, or $1.04 per common share, during 2021. The company paid cash dividends of $271.3 million, $237.2 million, and $213.0 million during 2023, 2022, and 2021, respectively. **Current (2025):** The company declared cash dividends of $284.1 million, or $1.84 per common share, during 2024; $280.5 million, or $1.70 per common share, during 2023; and $245.3 million, or $1.36 per common share, during 2022. The company paid cash dividends of $282.6 million, $271.3 million, and $237.2 million during 2024, 2023, and 2022, respectively. --- ## Modified: Maximum Dollar Value of Shares That May Yet be Purchased Under the Program (in thousands) (1) **Key changes:** - Reworded sentence: "​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 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 ​ ​ ​ ​ ​ 35 35 Table of ContentsTotal 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." **Prior (2024):** ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Quarter ended December 31, 2023 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ October 1-31 ​ 1,373,216 ​ $ 104.91 ​ ​ 1,373,216 ​ $ 135,125 November 1-30 ​ 1,471,893 ​ ​ 112.49 ​ ​ 1,471,893 ​ ​ 1,471,217 December 1-31 ​ 667,785 ​ ​ 115.38 ​ ​ 667,785 ​ ​ 1,394,232 ​ ​ 3,512,894 ​ ​ ​ ​ ​ 3,512,894 ​ ​ ​ ​ ​ 36 36 Table of ContentsTotal 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 NASDAQ Composite index, 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, 2018 to December 31, 2023. ​​​​​​37 Table of Contents Table of Contents 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 NASDAQ Composite index, 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, 2018 to December 31, 2023. ​​​​​​ **Current (2025):** ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 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 ​ ​ ​ ​ ​ 35 35 Table of ContentsTotal 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 Table of Contents 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. ​​​ 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. ​​​ --- ## Modified: Balances at January 1, 2022 **Key changes:** - Reworded sentence: "​ 194,998 ​ ​ 72,227 ​ ​ 649 ​ ​ (2,674,267) ​ ​ 1,218,933 ​ ​ 7,761,417 ​ ​ (2,091) ​ ​ (195,884) ​ ​ 6,108,757 ​ ​ 211,414 Dividends declared ​ - ​ ​ - ​ ​ - ​ ​ - ​ ​ - ​ ​ (245,287) ​ ​ - ​ ​ - ​ ​ (245,287) ​ ​ - Noncontrolling investors, net ​ - ​ ​ - ​ ​ - ​ ​ - ​ ​ 630 ​ ​ (2,495) ​ ​ - ​ ​ (36,989) ​ ​ (38,854) ​ ​ (29,911) Share repurchases ​ (22,996) ​ ​ 22,996 ​ ​ - ​ ​ (1,800,905) ​ ​ - ​ ​ - ​ ​ - ​ ​ - ​ ​ (1,800,905) ​ ​ - Equity-based compensation ​ 934 ​ ​ (397) ​ ​ 1 ​ ​ 15,659 ​ ​ (6,997) ​ ​ (544) ​ ​ - ​ ​ - ​ ​ 8,119 ​ ​ - Net income ​ - ​ ​ - ​ ​ - ​ ​ - ​ ​ - ​ ​ 3,862,674 ​ ​ - ​ ​ 16,818 ​ ​ 3,879,492 ​ ​ - Other comprehensive loss, net of tax ​ - ​ ​ - ​ ​ - ​ ​ - ​ ​ - ​ ​ - ​ ​ 2,980 ​ ​ - ​ ​ 2,980 ​ ​ -" **Prior (2024):** ​ 194,998 ​ ​ 72,227 ​ ​ 649 ​ ​ (2,674,267) ​ ​ 1,218,933 ​ ​ 7,761,417 ​ ​ (2,091) ​ ​ (195,884) ​ ​ 6,108,757 ​ ​ 211,414 Dividends declared ​ - ​ ​ - ​ ​ - ​ ​ - ​ ​ - ​ ​ (245,287) ​ ​ - ​ ​ - ​ ​ (245,287) ​ ​ - Noncontrolling investors, net ​ - ​ ​ - ​ ​ - ​ ​ - ​ ​ 630 ​ ​ (2,495) ​ ​ - ​ ​ (36,989) ​ ​ (38,854) ​ ​ (29,911) Share repurchases ​ (22,996) ​ ​ 22,996 ​ ​ - ​ ​ (1,800,905) ​ ​ - ​ ​ - ​ ​ - ​ ​ - ​ ​ (1,800,905) ​ ​ - Equity-based compensation ​ 934 ​ ​ (397) ​ ​ 1 ​ ​ 15,659 ​ ​ (6,997) ​ ​ (544) ​ ​ - ​ ​ - ​ ​ 8,119 ​ ​ - Net income ​ - ​ ​ - ​ ​ - ​ ​ - ​ ​ - ​ ​ 3,862,674 ​ ​ - ​ ​ 16,818 ​ ​ 3,879,492 ​ ​ - Other comprehensive income, net of tax ​ - ​ ​ - ​ ​ - ​ ​ - ​ ​ - ​ ​ - ​ ​ 2,980 ​ ​ - ​ ​ 2,980 ​ ​ - **Current (2025):** ​ 194,998 ​ ​ 72,227 ​ ​ 649 ​ ​ (2,674,267) ​ ​ 1,218,933 ​ ​ 7,761,417 ​ ​ (2,091) ​ ​ (195,884) ​ ​ 6,108,757 ​ ​ 211,414 Dividends declared ​ - ​ ​ - ​ ​ - ​ ​ - ​ ​ - ​ ​ (245,287) ​ ​ - ​ ​ - ​ ​ (245,287) ​ ​ - Noncontrolling investors, net ​ - ​ ​ - ​ ​ - ​ ​ - ​ ​ 630 ​ ​ (2,495) ​ ​ - ​ ​ (36,989) ​ ​ (38,854) ​ ​ (29,911) Share repurchases ​ (22,996) ​ ​ 22,996 ​ ​ - ​ ​ (1,800,905) ​ ​ - ​ ​ - ​ ​ - ​ ​ - ​ ​ (1,800,905) ​ ​ - Equity-based compensation ​ 934 ​ ​ (397) ​ ​ 1 ​ ​ 15,659 ​ ​ (6,997) ​ ​ (544) ​ ​ - ​ ​ - ​ ​ 8,119 ​ ​ - Net income ​ - ​ ​ - ​ ​ - ​ ​ - ​ ​ - ​ ​ 3,862,674 ​ ​ - ​ ​ 16,818 ​ ​ 3,879,492 ​ ​ - Other comprehensive loss, net of tax ​ - ​ ​ - ​ ​ - ​ ​ - ​ ​ - ​ ​ - ​ ​ 2,980 ​ ​ - ​ ​ 2,980 ​ ​ - --- ## Modified: Principles of Consolidation **Key changes:** - Added sentence: "Redeemable noncontrolling interests related to USS (owned 90% by SDI) are $60.0 million at December 31, 2024 and 2023." - Added sentence: "Redeemable noncontrolling interests related to Mesabi Nugget (owned 86% by SDI) are $111.2 million at December 31, 2024 and 2023." **Prior (2024):** The consolidated financial statements include the accounts of SDI, together with its wholly- and majority-owned or controlled subsidiaries, after elimination of intercompany accounts and transactions. Noncontrolling and redeemable noncontrolling interests represent the noncontrolling owners' proportionate share in the equity, income, or losses of the company's majority-owned or controlled consolidated subsidiaries. **Current (2025):** The consolidated financial statements include the accounts of SDI, together with its wholly- and majority-owned or controlled subsidiaries, after elimination of intercompany accounts and transactions. Noncontrolling and redeemable noncontrolling interests represent the noncontrolling owners' proportionate share in the equity, income, or losses of the company's majority-owned or controlled consolidated subsidiaries. Redeemable noncontrolling interests related to USS (owned 90% by SDI) are $60.0 million at December 31, 2024 and 2023. Redeemable noncontrolling interests related to Mesabi Nugget (owned 86% by SDI) are $111.2 million at December 31, 2024 and 2023. --- ## Modified: Market Risk **Key changes:** - Reworded sentence: "The 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): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​" **Prior (2024):** In the normal course of business, we are exposed to interest rate changes. Our objectives in managing fluctuations in interest rates are to limit the impact of these rate changes on earnings and cash flows and to lower overall borrowing costs. To achieve these objectives, we may use interest rate swaps to manage net exposure to interest rate changes related to our portfolio of borrowings; however, we have not done so during 2023, 2022, or 2021. The 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, 2023 (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ **Current (2025):** In the normal course of business, we are exposed to interest rate changes. Our objectives in managing fluctuations in interest rates are to limit the impact of these rate changes on earnings and cash flows and to lower overall borrowing costs. The 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): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ --- ## Modified: Supplemental disclosure information: **Key changes:** - Reworded sentence: "​ ​ ​ ​ ​ ​ ​ ​ Cash paid for interest $ 100,978 ​ $ 103,165 ​ $ 100,994 Cash paid for income taxes, net $ 463,763 ​ $ 642,667 ​ $ 1,063,844 ​ See notes to consolidated financial statements." - Reworded sentence: "The company has four reporting segments: steel operations, metals recycling operations, steel fabrication operations, and aluminum operations." - Reworded sentence: "Approximately 5% of the company's workforce in four locations is represented by collective bargaining agreements, and agreements affecting 0.5% of the company's employees at one location expires during 2025.Steel Operations SegmentSteel operations include the company's 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 (USS) - 90% equity interest as of April 1, 2023, Vulcan Threaded Products, warehouse operations in Mexico, and SDI Biocarbon Solutions, a joint venture to construct and operate a biocarbon production facility, of which SDI has a 75% equity interest." - Reworded sentence: "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.OtherOther operations consist of subsidiary operations that are below the quantitative thresholds required for reportable segments and primarily consist of joint ventures and the company's idled Minnesota ironmaking operations." - Reworded sentence: "The company has four reporting segments: steel operations, metals recycling operations, steel fabrication operations, and aluminum operations." **Prior (2024):** ​ ​ ​ ​ ​ ​ ​ ​ Cash paid for interest $ 103,165 ​ $ 100,994 ​ $ 103,374 Cash paid for income taxes, net $ 642,667 ​ $ 1,063,844 ​ $ 737,157 ​ See notes to consolidated financial statements. ​ 62 62 Table of ContentsNote 1. Description of the Business and Summary of Significant Accounting PoliciesDescription of the BusinessSteel Dynamics, Inc. (SDI), together with its subsidiaries (the company), is one of the largest and most diversified domestic steel producers and metals recycler, combined with a meaningful steel fabrication manufacturing platform. Effective the fourth quarter 2023, the company changed its reportable segments, consistent with how it currently manages the business, representing four reporting segments: steel operations, metals recycling operations, steel fabrication operations, and aluminum operations. Segment information provided within this Form 10-K, including that within Note 13. Segment Information, has been recast for all prior periods consistent with the current reportable segment presentation. Approximately 6% of the company's workforce in five locations is represented by collective bargaining agreements, none of which are expiring in 2023.Steel Operations SegmentSteel operations include the company's 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 (USS) - 90% equity interest as of April 1, 2023, Vulcan Threaded Products, Inc., and warehouse operations in Mexico. Steel operations accounted for 67%, 65%, and 72% of the company's consolidated net sales during 2023, 2022, and 2021, respectively.Metals Recycling Operations SegmentMetals recycling operations include the company's OmniSource ferrous and nonferrous processing, transportation, marketing, brokerage, and scrap management services primarily throughout the United States and in Central and Northern Mexico. Metals recycling operations accounted for 12%, 10%, and 12% of the company's consolidated net sales during 2023, 2022, and 2021, respectively.Steel Fabrication Operations SegmentSteel fabrication operations include the company's New Millennium Building Systems' joist and deck plants located throughout the United States, and in Northern Mexico. Revenues from these plants are generated from the fabrication of trusses, girders, steel joists and steel deck used within the non-residential construction industry. Steel fabrication operations accounted for 15%, 19%, and 10% of the company's consolidated net sales during 2023, 2022, and 2021, respectively.Aluminum Operations SegmentAluminum operations includes the recycled aluminum flat rolled products mill being constructed in Columbus, Mississippi, and two satellite recycled aluminum slab centers in Arizona and Mexico. The flat rolled products mill is a joint venture concurrently formed with Unity Aluminum, Inc. of which SDI has a 94.4% equity interest. Construction has begun on the flat rolled products mill and the recycled aluminum slab centers with the flat rolled mill operations expected to begin mid-2025 and operations at the Mexico and Arizona recycled slab centers in late 2024 and mid-2025, respectively. OtherOther operations consist of subsidiary operations that are below the quantitative thresholds required for reportable segments and primarily consist of joint ventures and the company's idled Minnesota ironmaking operations. Redeemable noncontrolling interests related to Mesabi Nugget (owned 86% by SDI) are $111.2 million at December 31, 2023 and 2022. Also included in "Other" are certain unallocated corporate accounts, such as the company's senior unsecured credit facility, senior notes, certain other investments and certain profit sharing expenses.63 Table of Contents Table of Contents Table of Contents Note 1. Description of the Business and Summary of Significant Accounting PoliciesDescription of the BusinessSteel Dynamics, Inc. (SDI), together with its subsidiaries (the company), is one of the largest and most diversified domestic steel producers and metals recycler, combined with a meaningful steel fabrication manufacturing platform. Effective the fourth quarter 2023, the company changed its reportable segments, consistent with how it currently manages the business, representing four reporting segments: steel operations, metals recycling operations, steel fabrication operations, and aluminum operations. Segment information provided within this Form 10-K, including that within Note 13. Segment Information, has been recast for all prior periods consistent with the current reportable segment presentation. Approximately 6% of the company's workforce in five locations is represented by collective bargaining agreements, none of which are expiring in 2023.Steel Operations SegmentSteel operations include the company's 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 (USS) - 90% equity interest as of April 1, 2023, Vulcan Threaded Products, Inc., and warehouse operations in Mexico. Steel operations accounted for 67%, 65%, and 72% of the company's consolidated net sales during 2023, 2022, and 2021, respectively.Metals Recycling Operations SegmentMetals recycling operations include the company's OmniSource ferrous and nonferrous processing, transportation, marketing, brokerage, and scrap management services primarily throughout the United States and in Central and Northern Mexico. Metals recycling operations accounted for 12%, 10%, and 12% of the company's consolidated net sales during 2023, 2022, and 2021, respectively.Steel Fabrication Operations SegmentSteel fabrication operations include the company's New Millennium Building Systems' joist and deck plants located throughout the United States, and in Northern Mexico. Revenues from these plants are generated from the fabrication of trusses, girders, steel joists and steel deck used within the non-residential construction industry. Steel fabrication operations accounted for 15%, 19%, and 10% of the company's consolidated net sales during 2023, 2022, and 2021, respectively.Aluminum Operations SegmentAluminum operations includes the recycled aluminum flat rolled products mill being constructed in Columbus, Mississippi, and two satellite recycled aluminum slab centers in Arizona and Mexico. The flat rolled products mill is a joint venture concurrently formed with Unity Aluminum, Inc. of which SDI has a 94.4% equity interest. Construction has begun on the flat rolled products mill and the recycled aluminum slab centers with the flat rolled mill operations expected to begin mid-2025 and operations at the Mexico and Arizona recycled slab centers in late 2024 and mid-2025, respectively. OtherOther operations consist of subsidiary operations that are below the quantitative thresholds required for reportable segments and primarily consist of joint ventures and the company's idled Minnesota ironmaking operations. Redeemable noncontrolling interests related to Mesabi Nugget (owned 86% by SDI) are $111.2 million at December 31, 2023 and 2022. Also included in "Other" are certain unallocated corporate accounts, such as the company's senior unsecured credit facility, senior notes, certain other investments and certain profit sharing expenses. **Current (2025):** ​ ​ ​ ​ ​ ​ ​ ​ Cash paid for interest $ 100,978 ​ $ 103,165 ​ $ 100,994 Cash paid for income taxes, net $ 463,763 ​ $ 642,667 ​ $ 1,063,844 ​ See notes to consolidated financial statements. ​ 60 60 Table of ContentsNote 1. Description of the Business and Summary of Significant Accounting PoliciesDescription of the BusinessSteel Dynamics, Inc. (SDI), together with its subsidiaries (the company), is one of the largest and most diversified domestic steel producers and metals recycler, combined with a meaningful steel fabrication manufacturing platform. The company has four reporting segments: steel operations, metals recycling operations, steel fabrication operations, and aluminum operations. Effective the fourth quarter 2024, results from an entity previously reported within the metals recycling operations segment were moved to the aluminum operations segment, consistent with a change in how the company's chief operating decision maker manages the business. Segment information provided within this Form 10-K, including that within Note 12. Segment Information, has been recast for all prior periods consistent with the current reportable segment presentation. Approximately 5% of the company's workforce in four locations is represented by collective bargaining agreements, and agreements affecting 0.5% of the company's employees at one location expires during 2025.Steel Operations SegmentSteel operations include the company's 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 (USS) - 90% equity interest as of April 1, 2023, Vulcan Threaded Products, warehouse operations in Mexico, and SDI Biocarbon Solutions, a joint venture to construct and operate a biocarbon production facility, of which SDI has a 75% equity interest. Metals Recycling Operations SegmentMetals recycling operations include the company's OmniSource ferrous and nonferrous processing, transportation, marketing, brokerage, and scrap management services primarily throughout the United States and in Central and Northern Mexico. Steel Fabrication Operations SegmentSteel fabrication operations include the company's New Millennium Building Systems joist and deck plants located throughout the United States, and in Northern Mexico. Revenues from these plants are generated from the fabrication of girders, steel joists and steel deck used within the non-residential construction industry. Aluminum Operations SegmentAluminum 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 and Central Mexico, and an entity with aluminum operations, formerly included in the results of the metals recycling operations segment. The flat rolled products mill is a joint venture with Unity Aluminum, Inc. of which SDI has a 94.4% equity interest. 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.OtherOther operations consist of subsidiary operations that are below the quantitative thresholds required for reportable segments and primarily consist of joint ventures and the company's idled Minnesota ironmaking operations. Also included in "Other" are certain unallocated corporate accounts, such as the company's senior unsecured credit facility, senior notes, certain other investments, and certain profit sharing expenses.61 Table of Contents Table of Contents Table of Contents Note 1. Description of the Business and Summary of Significant Accounting PoliciesDescription of the BusinessSteel Dynamics, Inc. (SDI), together with its subsidiaries (the company), is one of the largest and most diversified domestic steel producers and metals recycler, combined with a meaningful steel fabrication manufacturing platform. The company has four reporting segments: steel operations, metals recycling operations, steel fabrication operations, and aluminum operations. Effective the fourth quarter 2024, results from an entity previously reported within the metals recycling operations segment were moved to the aluminum operations segment, consistent with a change in how the company's chief operating decision maker manages the business. Segment information provided within this Form 10-K, including that within Note 12. Segment Information, has been recast for all prior periods consistent with the current reportable segment presentation. Approximately 5% of the company's workforce in four locations is represented by collective bargaining agreements, and agreements affecting 0.5% of the company's employees at one location expires during 2025.Steel Operations SegmentSteel operations include the company's 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 (USS) - 90% equity interest as of April 1, 2023, Vulcan Threaded Products, warehouse operations in Mexico, and SDI Biocarbon Solutions, a joint venture to construct and operate a biocarbon production facility, of which SDI has a 75% equity interest. Metals Recycling Operations SegmentMetals recycling operations include the company's OmniSource ferrous and nonferrous processing, transportation, marketing, brokerage, and scrap management services primarily throughout the United States and in Central and Northern Mexico. Steel Fabrication Operations SegmentSteel fabrication operations include the company's New Millennium Building Systems joist and deck plants located throughout the United States, and in Northern Mexico. Revenues from these plants are generated from the fabrication of girders, steel joists and steel deck used within the non-residential construction industry. Aluminum Operations SegmentAluminum 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 and Central Mexico, and an entity with aluminum operations, formerly included in the results of the metals recycling operations segment. The flat rolled products mill is a joint venture with Unity Aluminum, Inc. of which SDI has a 94.4% equity interest. 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.OtherOther operations consist of subsidiary operations that are below the quantitative thresholds required for reportable segments and primarily consist of joint ventures and the company's idled Minnesota ironmaking operations. Also included in "Other" are certain unallocated corporate accounts, such as the company's senior unsecured credit facility, senior notes, certain other investments, and certain profit sharing expenses. Note 1. Description of the Business and Summary of Significant Accounting PoliciesDescription of the BusinessSteel Dynamics, Inc. (SDI), together with its subsidiaries (the company), is one of the largest and most diversified domestic steel producers and metals recycler, combined with a meaningful steel fabrication manufacturing platform. The company has four reporting segments: steel operations, metals recycling operations, steel fabrication operations, and aluminum operations. Effective the fourth quarter 2024, results from an entity previously reported within the metals recycling operations segment were moved to the aluminum operations segment, consistent with a change in how the company's chief operating decision maker manages the business. Segment information provided within this Form 10-K, including that within Note 12. Segment Information, has been recast for all prior periods consistent with the current reportable segment presentation. Approximately 5% of the company's workforce in four locations is represented by collective bargaining agreements, and agreements affecting 0.5% of the company's employees at one location expires during 2025.Steel Operations SegmentSteel operations include the company's 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 (USS) - 90% equity interest as of April 1, 2023, Vulcan Threaded Products, warehouse operations in Mexico, and SDI Biocarbon Solutions, a joint venture to construct and operate a biocarbon production facility, of which SDI has a 75% equity interest. Metals Recycling Operations SegmentMetals recycling operations include the company's OmniSource ferrous and nonferrous processing, transportation, marketing, brokerage, and scrap management services primarily throughout the United States and in Central and Northern Mexico. Steel Fabrication Operations SegmentSteel fabrication operations include the company's New Millennium Building Systems joist and deck plants located throughout the United States, and in Northern Mexico. Revenues from these plants are generated from the fabrication of girders, steel joists and steel deck used within the non-residential construction industry. Aluminum Operations SegmentAluminum 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 and Central Mexico, and an entity with aluminum operations, formerly included in the results of the metals recycling operations segment. The flat rolled products mill is a joint venture with Unity Aluminum, Inc. of which SDI has a 94.4% equity interest. 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.OtherOther operations consist of subsidiary operations that are below the quantitative thresholds required for reportable segments and primarily consist of joint ventures and the company's idled Minnesota ironmaking operations. Also included in "Other" are certain unallocated corporate accounts, such as the company's senior unsecured credit facility, senior notes, certain other investments, and certain profit sharing expenses. --- ## Modified: Earnings Per Share **Key changes:** - Reworded sentence: "Basic earnings per share is based on the weighted average shares of common stock outstanding during the period." - Reworded sentence: "There were 269,000 anti-dilutive common stock equivalents as of and for the year ended December 31, 2024." - Reworded sentence: "The company mitigates its exposure to credit risk, which it generally extends initially on an unsecured basis, by performing ongoing credit evaluations and taking further action if necessary, such as requiring letters of credit or other security interests to support the customer receivable.Derivative Financial InstrumentsThe company routinely enters into forward exchange traded futures to manage price risk associated with nonferrous metal inventory, as well as purchases and sales of nonferrous (primarily aluminum and copper) and ferrous metals, to reduce exposure to commodity related price fluctuations." - Reworded sentence: "The ineffective portion of a derivative's change in fair value is immediately recognized in earnings for fair value hedges." - Reworded sentence: "The company mitigates its exposure to credit risk, which it generally extends initially on an unsecured basis, by performing ongoing credit evaluations and taking further action if necessary, such as requiring letters of credit or other security interests to support the customer receivable.Derivative Financial InstrumentsThe company routinely enters into forward exchange traded futures to manage price risk associated with nonferrous metal inventory, as well as purchases and sales of nonferrous (primarily aluminum and copper) and ferrous metals, to reduce exposure to commodity related price fluctuations." **Prior (2024):** The company has several stock-based employee compensation plans which are more fully described in Note 6. Equity-Based Incentive Plans. Compensation expense for restricted stock units, deferred stock units, restricted stock, stock appreciation awards, and performance awards is recorded over the vesting periods using the fair value as determined by the closing fair market value of the company's common stock on the grant date, and with respect to performance awards, an estimate of probability of award achievement during the performance period. The company recognizes forfeitures as they occur. Compensation expense for these stock-based employee compensation plans was $60.1 million, $69.2 million, and $80.2 million for the years ended December 31, 2023, 2022, and 2021, respectively. 67 67 Table of ContentsNote 1. Description of the Business and Summary of Significant Accounting Policies (Continued)Income TaxesThe company accounts for income taxes and the related accounts under the liability method. Deferred tax liabilities and assets are determined based on the difference between the financial statement and tax bases of assets and liabilities using enacted rates expected to be in effect during the year in which the basis differences reverse.Earnings Per ShareBasic earnings per share is based on the weighted average shares of common stock outstanding during the period. Diluted earnings per share assumes the weighted average dilutive effect of common share equivalents outstanding during the period applied to the company's basic earnings per share. Common share equivalents represent potentially dilutive restricted stock units, deferred stock units, restricted stock, and performance awards, and are excluded from the computation in periods in which they have an anti-dilutive effect. There were no anti-dilutive common stock equivalents as of and for the years ended December 31, 2023, 2022, and 2021.The following table presents a reconciliation of the numerators and the denominators of the company's basic and diluted earnings per share computations for the years ended December 31 (in thousands, except per share data):​​​​​​​​​​​​​​​​​​​​​​​2023​​2022​​Net Income​Shares​Per Share​​Net Income​Shares​Per Share​​(Numerator)​(Denominator)​Amount​​(Numerator)​(Denominator)​AmountBasic earnings per share​$ 2,450,882​​ 166,552​$ 14.72​​$ 3,862,674​​ 183,393​$ 21.06 Dilutive common share equivalents​​ -​​ 879​​​​​​ -​​ 1,229​​​Diluted earnings per share​$ 2,450,882​​ 167,431​$ 14.64​​$ 3,862,674​​ 184,622​$ 20.92​​​​​​​​​​​​2021​​Net Income​Shares​Per Share​​(Numerator)​(Denominator)​Amount​Basic earnings per share$ 3,214,066​​ 205,115​$ 15.67​ Dilutive common share equivalents​ -​​ 1,500​​​​Diluted earnings per share$ 3,214,066​​ 206,615​$ 15.56​​Concentration of Credit RiskFinancial instruments that potentially subject the company to significant concentrations of credit risk principally consist of temporary cash investments and accounts receivable. When advantageous, the company places its temporary cash with high credit quality financial institutions and companies and limits the amount of credit exposure from any one entity. The company is exposed to credit risk in the event of nonpayment by customers. The company mitigates its exposure to credit risk, which it generally extends initially on an unsecured basis, by performing ongoing credit evaluations and taking further action if necessary, such as requiring letters of credit or other security interests to support the customer receivable.Derivative Financial InstrumentsThe company recognizes all derivatives as either assets or liabilities in the consolidated balance sheets and measures those instruments at fair value. Derivatives that are not designated as hedges must be adjusted to fair value through earnings. Changes in the fair value of derivatives that are designated as hedges, depending on the nature of the hedge, are recognized as either an offset against the change in fair value of the hedged balance sheet item in the case of fair value hedges or as other comprehensive income in the case of cash flow hedges, until the hedged item is recognized in earnings. The ineffective portion of a derivative's change in fair value is immediately recognized in earnings for fair 68 Table of Contents Table of Contents Table of Contents Note 1. Description of the Business and Summary of Significant Accounting Policies (Continued)Income TaxesThe company accounts for income taxes and the related accounts under the liability method. Deferred tax liabilities and assets are determined based on the difference between the financial statement and tax bases of assets and liabilities using enacted rates expected to be in effect during the year in which the basis differences reverse.Earnings Per ShareBasic earnings per share is based on the weighted average shares of common stock outstanding during the period. Diluted earnings per share assumes the weighted average dilutive effect of common share equivalents outstanding during the period applied to the company's basic earnings per share. Common share equivalents represent potentially dilutive restricted stock units, deferred stock units, restricted stock, and performance awards, and are excluded from the computation in periods in which they have an anti-dilutive effect. There were no anti-dilutive common stock equivalents as of and for the years ended December 31, 2023, 2022, and 2021.The following table presents a reconciliation of the numerators and the denominators of the company's basic and diluted earnings per share computations for the years ended December 31 (in thousands, except per share data):​​​​​​​​​​​​​​​​​​​​​​​2023​​2022​​Net Income​Shares​Per Share​​Net Income​Shares​Per Share​​(Numerator)​(Denominator)​Amount​​(Numerator)​(Denominator)​AmountBasic earnings per share​$ 2,450,882​​ 166,552​$ 14.72​​$ 3,862,674​​ 183,393​$ 21.06 Dilutive common share equivalents​​ -​​ 879​​​​​​ -​​ 1,229​​​Diluted earnings per share​$ 2,450,882​​ 167,431​$ 14.64​​$ 3,862,674​​ 184,622​$ 20.92​​​​​​​​​​​​2021​​Net Income​Shares​Per Share​​(Numerator)​(Denominator)​Amount​Basic earnings per share$ 3,214,066​​ 205,115​$ 15.67​ Dilutive common share equivalents​ -​​ 1,500​​​​Diluted earnings per share$ 3,214,066​​ 206,615​$ 15.56​​Concentration of Credit RiskFinancial instruments that potentially subject the company to significant concentrations of credit risk principally consist of temporary cash investments and accounts receivable. When advantageous, the company places its temporary cash with high credit quality financial institutions and companies and limits the amount of credit exposure from any one entity. The company is exposed to credit risk in the event of nonpayment by customers. The company mitigates its exposure to credit risk, which it generally extends initially on an unsecured basis, by performing ongoing credit evaluations and taking further action if necessary, such as requiring letters of credit or other security interests to support the customer receivable.Derivative Financial InstrumentsThe company recognizes all derivatives as either assets or liabilities in the consolidated balance sheets and measures those instruments at fair value. Derivatives that are not designated as hedges must be adjusted to fair value through earnings. Changes in the fair value of derivatives that are designated as hedges, depending on the nature of the hedge, are recognized as either an offset against the change in fair value of the hedged balance sheet item in the case of fair value hedges or as other comprehensive income in the case of cash flow hedges, until the hedged item is recognized in earnings. The ineffective portion of a derivative's change in fair value is immediately recognized in earnings for fair **Current (2025):** Basic earnings per share is based on the weighted average shares of common stock outstanding during the period. Diluted earnings per share assumes the weighted average dilutive effect of common share equivalents outstanding during the period applied to the company's basic earnings per share. Common share equivalents represent potentially dilutive restricted stock units, deferred stock units, restricted stock, and performance awards, and are excluded from the computation in periods in which they have an anti-dilutive effect. There were 269,000 anti-dilutive common stock equivalents as of and for the year ended December 31, 2024. There were no anti-dilutive common stock equivalents as of and for the years ended December 31, 2023, and 2022. ​ 66 66 Table of ContentsNote 1. Description of the Business and Summary of Significant Accounting Policies (Continued)The following table presents a reconciliation of the numerators and the denominators of the company's basic and diluted earnings per share computations for the years ended December 31 (in thousands, except per share data):​​​​​​​​​​​​​​​​​​​​​​​2024​​2023​​Net Income​Shares​Per Share​​Net Income​Shares​Per Share​​(Numerator)​(Denominator)​Amount​​(Numerator)​(Denominator)​AmountBasic earnings per share​$ 1,537,134​​ 155,420​$ 9.89​​$ 2,450,882​​ 166,552​$ 14.72 Dilutive common share equivalents​​ -​​ 716​​​​​​ -​​ 879​​​Diluted earnings per share​$ 1,537,134​​ 156,136​$ 9.84​​$ 2,450,882​​ 167,431​$ 14.64​​​​​​​​​​​​2022​​Net Income​Shares​Per Share​​(Numerator)​(Denominator)​Amount​Basic earnings per share$ 3,862,674​​ 183,393​$ 21.06​ Dilutive common share equivalents​ -​​ 1,229​​​​Diluted earnings per share$ 3,862,674​​ 184,622​$ 20.92​​Concentration of Credit RiskFinancial instruments that potentially subject the company to significant concentrations of credit risk principally consist of temporary cash investments and accounts receivable. When advantageous, the company places its temporary cash with high credit quality financial institutions and companies and limits the amount of credit exposure from any one entity. The company is exposed to credit risk in the event of nonpayment by customers. The company mitigates its exposure to credit risk, which it generally extends initially on an unsecured basis, by performing ongoing credit evaluations and taking further action if necessary, such as requiring letters of credit or other security interests to support the customer receivable.Derivative Financial InstrumentsThe company routinely enters into forward exchange traded futures to manage price risk associated with nonferrous metal inventory, as well as purchases and sales of nonferrous (primarily aluminum and copper) and ferrous metals, to reduce exposure to commodity related price fluctuations. The company does not enter into these derivative financial instruments for speculative purposes. The company recognizes all derivatives as either assets or liabilities in the consolidated balance sheets and measures those instruments at fair value. Derivatives that are not designated as hedges must be adjusted to fair value through earnings. Changes in the fair value of derivatives that are designated as hedges, depending on the nature of the hedge, are recognized as either an offset against the change in fair value of the hedged balance sheet item in the case of fair value hedges or as other comprehensive income in the case of cash flow hedges, until the hedged item is recognized in earnings. The ineffective portion of a derivative's change in fair value is immediately recognized in earnings for fair value hedges. The company offsets fair value amounts recognized for derivative instruments executed with the same counterparty under master netting agreements.In the normal course of business, the company has derivative financial instruments in the form of forward contracts in various metallic commodities and those related to managing fluctuations in foreign exchange rates. At the time of acquiring these financial instruments, the company designates and assigns these instruments as hedges of specific assets, liabilities or anticipated transactions. When hedged assets or liabilities are sold or extinguished, or the anticipated transaction being hedged is no longer expected to occur, the company recognizes the gain or loss on the designated hedged financial instrument in earnings.67 Table of Contents Table of Contents Table of Contents Note 1. Description of the Business and Summary of Significant Accounting Policies (Continued)The following table presents a reconciliation of the numerators and the denominators of the company's basic and diluted earnings per share computations for the years ended December 31 (in thousands, except per share data):​​​​​​​​​​​​​​​​​​​​​​​2024​​2023​​Net Income​Shares​Per Share​​Net Income​Shares​Per Share​​(Numerator)​(Denominator)​Amount​​(Numerator)​(Denominator)​AmountBasic earnings per share​$ 1,537,134​​ 155,420​$ 9.89​​$ 2,450,882​​ 166,552​$ 14.72 Dilutive common share equivalents​​ -​​ 716​​​​​​ -​​ 879​​​Diluted earnings per share​$ 1,537,134​​ 156,136​$ 9.84​​$ 2,450,882​​ 167,431​$ 14.64​​​​​​​​​​​​2022​​Net Income​Shares​Per Share​​(Numerator)​(Denominator)​Amount​Basic earnings per share$ 3,862,674​​ 183,393​$ 21.06​ Dilutive common share equivalents​ -​​ 1,229​​​​Diluted earnings per share$ 3,862,674​​ 184,622​$ 20.92​​Concentration of Credit RiskFinancial instruments that potentially subject the company to significant concentrations of credit risk principally consist of temporary cash investments and accounts receivable. When advantageous, the company places its temporary cash with high credit quality financial institutions and companies and limits the amount of credit exposure from any one entity. The company is exposed to credit risk in the event of nonpayment by customers. The company mitigates its exposure to credit risk, which it generally extends initially on an unsecured basis, by performing ongoing credit evaluations and taking further action if necessary, such as requiring letters of credit or other security interests to support the customer receivable.Derivative Financial InstrumentsThe company routinely enters into forward exchange traded futures to manage price risk associated with nonferrous metal inventory, as well as purchases and sales of nonferrous (primarily aluminum and copper) and ferrous metals, to reduce exposure to commodity related price fluctuations. The company does not enter into these derivative financial instruments for speculative purposes. The company recognizes all derivatives as either assets or liabilities in the consolidated balance sheets and measures those instruments at fair value. Derivatives that are not designated as hedges must be adjusted to fair value through earnings. Changes in the fair value of derivatives that are designated as hedges, depending on the nature of the hedge, are recognized as either an offset against the change in fair value of the hedged balance sheet item in the case of fair value hedges or as other comprehensive income in the case of cash flow hedges, until the hedged item is recognized in earnings. The ineffective portion of a derivative's change in fair value is immediately recognized in earnings for fair value hedges. The company offsets fair value amounts recognized for derivative instruments executed with the same counterparty under master netting agreements.In the normal course of business, the company has derivative financial instruments in the form of forward contracts in various metallic commodities and those related to managing fluctuations in foreign exchange rates. At the time of acquiring these financial instruments, the company designates and assigns these instruments as hedges of specific assets, liabilities or anticipated transactions. When hedged assets or liabilities are sold or extinguished, or the anticipated transaction being hedged is no longer expected to occur, the company recognizes the gain or loss on the designated hedged financial instrument in earnings. Note 1. Description of the Business and Summary of Significant Accounting Policies (Continued)The following table presents a reconciliation of the numerators and the denominators of the company's basic and diluted earnings per share computations for the years ended December 31 (in thousands, except per share data):​​​​​​​​​​​​​​​​​​​​​​​2024​​2023​​Net Income​Shares​Per Share​​Net Income​Shares​Per Share​​(Numerator)​(Denominator)​Amount​​(Numerator)​(Denominator)​AmountBasic earnings per share​$ 1,537,134​​ 155,420​$ 9.89​​$ 2,450,882​​ 166,552​$ 14.72 Dilutive common share equivalents​​ -​​ 716​​​​​​ -​​ 879​​​Diluted earnings per share​$ 1,537,134​​ 156,136​$ 9.84​​$ 2,450,882​​ 167,431​$ 14.64​​​​​​​​​​​​2022​​Net Income​Shares​Per Share​​(Numerator)​(Denominator)​Amount​Basic earnings per share$ 3,862,674​​ 183,393​$ 21.06​ Dilutive common share equivalents​ -​​ 1,229​​​​Diluted earnings per share$ 3,862,674​​ 184,622​$ 20.92​​Concentration of Credit RiskFinancial instruments that potentially subject the company to significant concentrations of credit risk principally consist of temporary cash investments and accounts receivable. When advantageous, the company places its temporary cash with high credit quality financial institutions and companies and limits the amount of credit exposure from any one entity. The company is exposed to credit risk in the event of nonpayment by customers. The company mitigates its exposure to credit risk, which it generally extends initially on an unsecured basis, by performing ongoing credit evaluations and taking further action if necessary, such as requiring letters of credit or other security interests to support the customer receivable.Derivative Financial InstrumentsThe company routinely enters into forward exchange traded futures to manage price risk associated with nonferrous metal inventory, as well as purchases and sales of nonferrous (primarily aluminum and copper) and ferrous metals, to reduce exposure to commodity related price fluctuations. The company does not enter into these derivative financial instruments for speculative purposes. The company recognizes all derivatives as either assets or liabilities in the consolidated balance sheets and measures those instruments at fair value. Derivatives that are not designated as hedges must be adjusted to fair value through earnings. Changes in the fair value of derivatives that are designated as hedges, depending on the nature of the hedge, are recognized as either an offset against the change in fair value of the hedged balance sheet item in the case of fair value hedges or as other comprehensive income in the case of cash flow hedges, until the hedged item is recognized in earnings. The ineffective portion of a derivative's change in fair value is immediately recognized in earnings for fair value hedges. The company offsets fair value amounts recognized for derivative instruments executed with the same counterparty under master netting agreements.In the normal course of business, the company has derivative financial instruments in the form of forward contracts in various metallic commodities and those related to managing fluctuations in foreign exchange rates. At the time of acquiring these financial instruments, the company designates and assigns these instruments as hedges of specific assets, liabilities or anticipated transactions. When hedged assets or liabilities are sold or extinguished, or the anticipated transaction being hedged is no longer expected to occur, the company recognizes the gain or loss on the designated hedged financial instrument in earnings. --- ## Modified: 2023 Equity Incentive Plan **Key changes:** - Reworded sentence: "The 2023 Plan is designed to attract, motivate, and retain qualified persons that are able to make important contributions to the company's success." - Reworded sentence: "At December 31, 2024, there were 6.2 million shares still available for issuance." - Reworded sentence: "During 2024, 2023, and 2022, certain senior leadership of the company received RSUs in February which vest over a period of 2 to 4 years." - Reworded sentence: "In addition to the RSUs and LTIP awards granted during the three-year period ended December 31, 2024, presented below, the company awarded 13,000, 18,000 and 20,000 DSUs in 2024, 2023 and 2022, respectively." - Reworded sentence: "During 2024, 2023, and 2022, certain senior leadership of the company received RSUs in February which vest over a period of 2 to 4 years." **Prior (2024):** In May 2023, the company's shareholders approved the 2023 Equity Incentive Plan (2023 Plan), which supersedes the prior Amended and Restated 2015 Equity Incentive Plan. The 2023 Plan is designed to attract, motivate and retain qualified persons that are able to make important contributions to the company's success. To accomplish these objectives, the 2023 Plan provides for awards of equity-based incentives through granting of restricted stock units (RSUs), deferred stock units (DSUs), restricted stock awards (of which none have been granted), stock options (of which 75 75 Table of ContentsNote 6. Equity-Based Incentive Plans (Continued)none have been granted), unrestricted stock awards (of which none have been granted), stock appreciation rights (SARs), and performance awards, such as long-term incentive compensation program (LTIP). Under the 2023 Plan, 9.0 million shares of common stock were reserved for grant through December 31, 2033. The 2023 Plan uses a fungible share concept under which any awards that are not a full-value award, such as stock options and stock-settled SARs, will be counted against the share reserve as one share for each share of common stock, and awards that are full-value awards, such as RSUs, DSUs, restricted and unrestricted stock awards, and performance awards, will be counted against the share reserve as 2.09 shares for each share of common stock. The SARs the company has granted to date can only be settled in cash, and thus, do not count against the share reserve. At December 31, 2023, there were 7.5 million shares still available for issuance.Substantially all of the company's full-time, non-union, U.S. team members receive RSUs, which are granted annually in November at no cost to employees and vest 100% over the shorter of two years from grant date or upon the recipient reaching retirement eligible age (59½ years). During 2023, 2022, and 2021, certain senior leadership of the company received RSUs in February which vest over a period of 2 to 4 years. The stock is issued to employees upon vesting. The company satisfies RSUs with newly issued shares, and satisfies restricted and unrestricted stock awards, DSUs, and performance awards with treasury shares. In addition to the RSUs and LTIP awards granted during the three-year period ended December 31, 2023, presented below, the company awarded 18,000, 20,000 and 25,000 DSUs in 2023, 2022 and 2021, respectively; and 171,200 SARs in 2021. No SARs awards were granted in 2023 and 2022. The 77,000 SARs awards outstanding at December 31, 2023, for which no shares of common stock can be issued because the awards must be cash-settled upon exercise, have a weighted-average exercise price of $38.74.Restricted Stock UnitsA summary of the company's RSU activity and outstanding RSUs as of December 31, 2023, are presented below (dollars in thousands except grant date fair value):​​​​​​​​​​​​​​Weighted​Aggregate ​​​​Number​ Average Grant​Intrinsic​Unrecognized​ of RSUs​Date Fair Value​ Value ​ CompensationOutstanding RSUs as of January 1, 2021 1,698,579​$31.44 ​$ 62,627​$ 35,821Granted 627,973​​59.38 ​​​​​​Vested (895,706)​​32.30 ​​​​​​Forfeited (82,588)​​32.47 ​​​​​​As of December 31, 2021 1,348,258​$43.82 ​$ 83,686​$ 39,657Granted 481,926​​98.29 ​​​​​​Vested (786,622)​​37.38 ​​​​​​Forfeited (70,011)​​46.82 ​​​​​​As of December 31, 2022 973,551​$71.80 ​$ 94,765​$ 44,394Granted 433,810​​108.95 ​​​​​​Vested (517,041)​​64.03 ​​​​​​Forfeited (40,829)​​78.70 ​​​​​​As of December 31, 2023 (nonvested) 849,491​$99.13 ​$ 101,480​$ 43,073​ The weighted average remaining life before vesting of the outstanding RSUs as of December 31, 2023, is 1.6 years. The fair value of RSUs vesting during 2023, 2022, and 2021 was $58.3 million, $79.1 million, and $56.5 million, respectively, and was net-share settled such that the company withheld shares with value equivalent to the employees' minimum statutory obligation for the applicable income and other employment taxes and remitted the cash to the appropriate taxing authorities. The total shares withheld in 2023, 2022, and 2021 were approximately 342,000, 249,000, and 290,000 shares, respectively, and were based on the value of the RSUs on their vesting dates as determined by the company's closing stock price.​76 Table of Contents Table of Contents Table of Contents Note 6. Equity-Based Incentive Plans (Continued)none have been granted), unrestricted stock awards (of which none have been granted), stock appreciation rights (SARs), and performance awards, such as long-term incentive compensation program (LTIP). Under the 2023 Plan, 9.0 million shares of common stock were reserved for grant through December 31, 2033. The 2023 Plan uses a fungible share concept under which any awards that are not a full-value award, such as stock options and stock-settled SARs, will be counted against the share reserve as one share for each share of common stock, and awards that are full-value awards, such as RSUs, DSUs, restricted and unrestricted stock awards, and performance awards, will be counted against the share reserve as 2.09 shares for each share of common stock. The SARs the company has granted to date can only be settled in cash, and thus, do not count against the share reserve. At December 31, 2023, there were 7.5 million shares still available for issuance.Substantially all of the company's full-time, non-union, U.S. team members receive RSUs, which are granted annually in November at no cost to employees and vest 100% over the shorter of two years from grant date or upon the recipient reaching retirement eligible age (59½ years). During 2023, 2022, and 2021, certain senior leadership of the company received RSUs in February which vest over a period of 2 to 4 years. The stock is issued to employees upon vesting. The company satisfies RSUs with newly issued shares, and satisfies restricted and unrestricted stock awards, DSUs, and performance awards with treasury shares. In addition to the RSUs and LTIP awards granted during the three-year period ended December 31, 2023, presented below, the company awarded 18,000, 20,000 and 25,000 DSUs in 2023, 2022 and 2021, respectively; and 171,200 SARs in 2021. No SARs awards were granted in 2023 and 2022. The 77,000 SARs awards outstanding at December 31, 2023, for which no shares of common stock can be issued because the awards must be cash-settled upon exercise, have a weighted-average exercise price of $38.74.Restricted Stock UnitsA summary of the company's RSU activity and outstanding RSUs as of December 31, 2023, are presented below (dollars in thousands except grant date fair value):​​​​​​​​​​​​​​Weighted​Aggregate ​​​​Number​ Average Grant​Intrinsic​Unrecognized​ of RSUs​Date Fair Value​ Value ​ CompensationOutstanding RSUs as of January 1, 2021 1,698,579​$31.44 ​$ 62,627​$ 35,821Granted 627,973​​59.38 ​​​​​​Vested (895,706)​​32.30 ​​​​​​Forfeited (82,588)​​32.47 ​​​​​​As of December 31, 2021 1,348,258​$43.82 ​$ 83,686​$ 39,657Granted 481,926​​98.29 ​​​​​​Vested (786,622)​​37.38 ​​​​​​Forfeited (70,011)​​46.82 ​​​​​​As of December 31, 2022 973,551​$71.80 ​$ 94,765​$ 44,394Granted 433,810​​108.95 ​​​​​​Vested (517,041)​​64.03 ​​​​​​Forfeited (40,829)​​78.70 ​​​​​​As of December 31, 2023 (nonvested) 849,491​$99.13 ​$ 101,480​$ 43,073​ The weighted average remaining life before vesting of the outstanding RSUs as of December 31, 2023, is 1.6 years. The fair value of RSUs vesting during 2023, 2022, and 2021 was $58.3 million, $79.1 million, and $56.5 million, respectively, and was net-share settled such that the company withheld shares with value equivalent to the employees' minimum statutory obligation for the applicable income and other employment taxes and remitted the cash to the appropriate taxing authorities. The total shares withheld in 2023, 2022, and 2021 were approximately 342,000, 249,000, and 290,000 shares, respectively, and were based on the value of the RSUs on their vesting dates as determined by the company's closing stock price.​ **Current (2025):** In May 2023, the company's shareholders approved the 2023 Equity Incentive Plan (2023 Plan), which supersedes the prior Amended and Restated 2015 Equity Incentive Plan. The 2023 Plan is designed to attract, motivate, and retain qualified persons that are able to make important contributions to the company's success. To accomplish these objectives, the 2023 Plan provides for awards of equity-based incentives through granting of restricted stock units (RSUs), deferred stock units (DSUs), stock appreciation rights (SARs), performance awards, such as the long-term incentive compensation program (LTIP), restricted stock awards (of which none have been granted), stock options (of which none have been granted), and unrestricted stock awards (of which none have been granted). Under the 2023 Plan, 9.0 million shares of common stock were reserved for grant through December 31, 2033. The 2023 Plan uses a fungible share concept under which any awards that are not a full-value award, such as stock options and stock-settled SARs, will be counted against the share reserve as one share for each share of common stock, and awards that are full-value awards, such as RSUs, DSUs, restricted and unrestricted stock awards, and performance awards, will be counted against the share reserve as 2.09 shares for each share of common stock. The SARs the company has granted to date can only be settled in cash, and thus, do not count against the share reserve. At December 31, 2024, there were 6.2 million shares still available for issuance. 74 74 Table of ContentsNote 6. Equity-Based Incentive Plans (Continued)Substantially all of the company's full-time, non-union, U.S. team members receive RSUs, which are granted annually in November at no cost to employees and vest 100% over the shorter of two years from grant date or upon the recipient reaching retirement eligible age (59½ years). During 2024, 2023, and 2022, certain senior leadership of the company received RSUs in February which vest over a period of 2 to 4 years. The stock is issued to employees upon vesting. The company satisfies RSUs with newly issued shares, and satisfies restricted and unrestricted stock awards, DSUs, and performance awards with treasury shares. In addition to the RSUs and LTIP awards granted during the three-year period ended December 31, 2024, presented below, the company awarded 13,000, 18,000 and 20,000 DSUs in 2024, 2023 and 2022, respectively. The 1,300 SARs awards outstanding at December 31, 2024, for which no shares of common stock can be issued because the awards must be cash-settled upon exercise, have a weighted-average exercise price of $42.83.Restricted Stock UnitsA summary of the company's RSU activity and outstanding RSUs as of December 31, 2024, are presented below (dollars in thousands except grant date fair value):​​​​​​​​​​​​​​Weighted​Aggregate ​​​​Number​ Average Grant​Intrinsic​Unrecognized​ of RSUs​Date Fair Value​ Value ​ CompensationOutstanding RSUs as of January 1, 2022 1,348,258​$43.82 ​$ 83,686​$ 39,657Granted 481,926​​98.29 ​​​​​​Vested (786,622)​​37.38 ​​​​​​Forfeited (70,011)​​46.82 ​​​​​​As of December 31, 2022 973,551​$71.80 ​$ 94,765​$ 44,394Granted 433,810​​108.95 ​​​​​​Vested (517,041)​​64.03 ​​​​​​Forfeited (40,829)​​78.70 ​​​​​​As of December 31, 2023 849,491​$99.13 ​$ 101,480​$ 43,073Granted 374,370​​137.14 ​​​​​​Vested (394,675)​​94.28 ​​​​​​Forfeited (39,874)​​104.21 ​​​​​​As of December 31, 2024 (nonvested) 789,312​$115.47 ​$ 90,037​$ 54,964​ The weighted average remaining life before vesting of the outstanding RSUs as of December 31, 2024, is 1.6 years. The fair value of RSUs vesting during 2024, 2023, and 2022 was $56.2 million, $58.3 million, and $79.1 million, respectively, and was net-share settled such that the company withheld shares with value equivalent to the employees' minimum statutory obligation for the applicable income and other employment taxes and remitted the cash to the appropriate taxing authorities. The total shares withheld in 2024, 2023, and 2022 were approximately 287,000, 342,000, and 249,000 shares, respectively, and were based on the value of the RSUs on their vesting dates as determined by the company's closing stock price.​Long-Term Incentive Compensation Program (LTIP)The company maintains an LTIP performance-based program directed toward key senior leadership of the company, as determined at the discretion of the Compensation Committee of the Board of Directors. Awards are in shares of the company's common stock using the stock price on the first day of the performance period to convert each key senior executive's predetermined multiple of annual base salary. The performance period is generally three years; however, transition awards can be issued with a shorter performance period. Performance is measured in terms of equal portions of four growth and profitability measures, as compared to the same measures, similarly treated, of a pre-established group of steel sector competitors. Awards earned can range from zero to 100% of the shares awarded, and award shares vest immediately once earned on the basis of performance.​75 Table of Contents Table of Contents Table of Contents Note 6. Equity-Based Incentive Plans (Continued)Substantially all of the company's full-time, non-union, U.S. team members receive RSUs, which are granted annually in November at no cost to employees and vest 100% over the shorter of two years from grant date or upon the recipient reaching retirement eligible age (59½ years). During 2024, 2023, and 2022, certain senior leadership of the company received RSUs in February which vest over a period of 2 to 4 years. The stock is issued to employees upon vesting. The company satisfies RSUs with newly issued shares, and satisfies restricted and unrestricted stock awards, DSUs, and performance awards with treasury shares. In addition to the RSUs and LTIP awards granted during the three-year period ended December 31, 2024, presented below, the company awarded 13,000, 18,000 and 20,000 DSUs in 2024, 2023 and 2022, respectively. The 1,300 SARs awards outstanding at December 31, 2024, for which no shares of common stock can be issued because the awards must be cash-settled upon exercise, have a weighted-average exercise price of $42.83.Restricted Stock UnitsA summary of the company's RSU activity and outstanding RSUs as of December 31, 2024, are presented below (dollars in thousands except grant date fair value):​​​​​​​​​​​​​​Weighted​Aggregate ​​​​Number​ Average Grant​Intrinsic​Unrecognized​ of RSUs​Date Fair Value​ Value ​ CompensationOutstanding RSUs as of January 1, 2022 1,348,258​$43.82 ​$ 83,686​$ 39,657Granted 481,926​​98.29 ​​​​​​Vested (786,622)​​37.38 ​​​​​​Forfeited (70,011)​​46.82 ​​​​​​As of December 31, 2022 973,551​$71.80 ​$ 94,765​$ 44,394Granted 433,810​​108.95 ​​​​​​Vested (517,041)​​64.03 ​​​​​​Forfeited (40,829)​​78.70 ​​​​​​As of December 31, 2023 849,491​$99.13 ​$ 101,480​$ 43,073Granted 374,370​​137.14 ​​​​​​Vested (394,675)​​94.28 ​​​​​​Forfeited (39,874)​​104.21 ​​​​​​As of December 31, 2024 (nonvested) 789,312​$115.47 ​$ 90,037​$ 54,964​ The weighted average remaining life before vesting of the outstanding RSUs as of December 31, 2024, is 1.6 years. The fair value of RSUs vesting during 2024, 2023, and 2022 was $56.2 million, $58.3 million, and $79.1 million, respectively, and was net-share settled such that the company withheld shares with value equivalent to the employees' minimum statutory obligation for the applicable income and other employment taxes and remitted the cash to the appropriate taxing authorities. The total shares withheld in 2024, 2023, and 2022 were approximately 287,000, 342,000, and 249,000 shares, respectively, and were based on the value of the RSUs on their vesting dates as determined by the company's closing stock price.​Long-Term Incentive Compensation Program (LTIP)The company maintains an LTIP performance-based program directed toward key senior leadership of the company, as determined at the discretion of the Compensation Committee of the Board of Directors. Awards are in shares of the company's common stock using the stock price on the first day of the performance period to convert each key senior executive's predetermined multiple of annual base salary. The performance period is generally three years; however, transition awards can be issued with a shorter performance period. Performance is measured in terms of equal portions of four growth and profitability measures, as compared to the same measures, similarly treated, of a pre-established group of steel sector competitors. Awards earned can range from zero to 100% of the shares awarded, and award shares vest immediately once earned on the basis of performance.​ Note 6. Equity-Based Incentive Plans (Continued)Substantially all of the company's full-time, non-union, U.S. team members receive RSUs, which are granted annually in November at no cost to employees and vest 100% over the shorter of two years from grant date or upon the recipient reaching retirement eligible age (59½ years). During 2024, 2023, and 2022, certain senior leadership of the company received RSUs in February which vest over a period of 2 to 4 years. The stock is issued to employees upon vesting. The company satisfies RSUs with newly issued shares, and satisfies restricted and unrestricted stock awards, DSUs, and performance awards with treasury shares. In addition to the RSUs and LTIP awards granted during the three-year period ended December 31, 2024, presented below, the company awarded 13,000, 18,000 and 20,000 DSUs in 2024, 2023 and 2022, respectively. The 1,300 SARs awards outstanding at December 31, 2024, for which no shares of common stock can be issued because the awards must be cash-settled upon exercise, have a weighted-average exercise price of $42.83.Restricted Stock UnitsA summary of the company's RSU activity and outstanding RSUs as of December 31, 2024, are presented below (dollars in thousands except grant date fair value):​​​​​​​​​​​​​​Weighted​Aggregate ​​​​Number​ Average Grant​Intrinsic​Unrecognized​ of RSUs​Date Fair Value​ Value ​ CompensationOutstanding RSUs as of January 1, 2022 1,348,258​$43.82 ​$ 83,686​$ 39,657Granted 481,926​​98.29 ​​​​​​Vested (786,622)​​37.38 ​​​​​​Forfeited (70,011)​​46.82 ​​​​​​As of December 31, 2022 973,551​$71.80 ​$ 94,765​$ 44,394Granted 433,810​​108.95 ​​​​​​Vested (517,041)​​64.03 ​​​​​​Forfeited (40,829)​​78.70 ​​​​​​As of December 31, 2023 849,491​$99.13 ​$ 101,480​$ 43,073Granted 374,370​​137.14 ​​​​​​Vested (394,675)​​94.28 ​​​​​​Forfeited (39,874)​​104.21 ​​​​​​As of December 31, 2024 (nonvested) 789,312​$115.47 ​$ 90,037​$ 54,964​ The weighted average remaining life before vesting of the outstanding RSUs as of December 31, 2024, is 1.6 years. The fair value of RSUs vesting during 2024, 2023, and 2022 was $56.2 million, $58.3 million, and $79.1 million, respectively, and was net-share settled such that the company withheld shares with value equivalent to the employees' minimum statutory obligation for the applicable income and other employment taxes and remitted the cash to the appropriate taxing authorities. The total shares withheld in 2024, 2023, and 2022 were approximately 287,000, 342,000, and 249,000 shares, respectively, and were based on the value of the RSUs on their vesting dates as determined by the company's closing stock price.​Long-Term Incentive Compensation Program (LTIP)The company maintains an LTIP performance-based program directed toward key senior leadership of the company, as determined at the discretion of the Compensation Committee of the Board of Directors. Awards are in shares of the company's common stock using the stock price on the first day of the performance period to convert each key senior executive's predetermined multiple of annual base salary. The performance period is generally three years; however, transition awards can be issued with a shorter performance period. Performance is measured in terms of equal portions of four growth and profitability measures, as compared to the same measures, similarly treated, of a pre-established group of steel sector competitors. Awards earned can range from zero to 100% of the shares awarded, and award shares vest immediately once earned on the basis of performance.​ --- ## Modified: Note 4. Income Taxes **Key changes:** - Reworded sentence: "Components of earnings before income taxes and noncontrolling interests for the years ended December 31 are as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2024 ​ 2023 ​ 2022 ​ ​ United States income $ 1,992,814 ​ $ 3,198,048 ​ $ 4,996,762 ​ ​ Foreign income (loss) ​ (9,933) ​ ​ 20,895 ​ ​ 24,307 ​ ​ Total income before income taxes $ 1,982,881 ​ $ 3,218,943 ​ $ 5,021,069 ​ ​ The company files a consolidated federal income tax return." - Reworded sentence: "In completing this evaluation, the company considers all available positive and negative evidence in order to determine whether, based on the weight of the evidence, a valuation allowance for its deferred tax assets is necessary." - Reworded sentence: "Based on the evidence, the company maintained a valuation allowance of $1,150,000 and $816,000 as of December 31, 2024, and 2023, respectively, with respect to certain state tax credits of the controlled subsidiary.A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows (in thousands):​​​​​​​​​​​​​​​​​​​​​​​​2024​2023​2022​​Balance at January 1 $ 31,258​$ 28,646​$ 20,466​​ Increases related to current year tax positions ​ 5,115​​ 1,500​​ 9,600​​ Increases related to prior year tax positions ​ 263​​ 1,798​​ 364​​ Decreases related to prior year tax positions ​ (6,949)​​ (686)​​ (1,784)​​Balance at December 31 $ 29,687​$ 31,258​$ 28,646​​Included in the balance of unrecognized tax benefits at December 31, 2024 and 2023 are potential benefits of $26.4 million and $27.8 million, respectively, that, if recognized, would affect the effective tax rate." - Reworded sentence: "In completing this evaluation, the company considers all available positive and negative evidence in order to determine whether, based on the weight of the evidence, a valuation allowance for its deferred tax assets is necessary." - Reworded sentence: "Based on the evidence, the company maintained a valuation allowance of $1,150,000 and $816,000 as of December 31, 2024, and 2023, respectively, with respect to certain state tax credits of the controlled subsidiary.A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows (in thousands):​​​​​​​​​​​​​​​​​​​​​​​​2024​2023​2022​​Balance at January 1 $ 31,258​$ 28,646​$ 20,466​​ Increases related to current year tax positions ​ 5,115​​ 1,500​​ 9,600​​ Increases related to prior year tax positions ​ 263​​ 1,798​​ 364​​ Decreases related to prior year tax positions ​ (6,949)​​ (686)​​ (1,784)​​Balance at December 31 $ 29,687​$ 31,258​$ 28,646​​Included in the balance of unrecognized tax benefits at December 31, 2024 and 2023 are potential benefits of $26.4 million and $27.8 million, respectively, that, if recognized, would affect the effective tax rate." **Prior (2024):** Components of earnings before income taxes and noncontrolling interests for the years ended December 31 are as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2023 ​ 2022 ​ 2021 ​ ​ United States $ 3,198,048 ​ $ 4,996,762 ​ $ 4,179,064 ​ ​ Foreign ​ 20,895 ​ ​ 24,307 ​ ​ 30,006 ​ ​ Total income before income taxes $ 3,218,943 ​ $ 5,021,069 ​ $ 4,209,070 ​ ​ The company files a consolidated federal income tax return. The provision for income tax expense for the years ended December 31 is as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2023 ​ 2022 ​ 2021 ​ ​ Current income tax expense ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Federal $ 600,499 ​ $ 946,016 ​ $ 517,272 ​ ​ State ​ 91,965 ​ ​ 152,758 ​ ​ 116,448 ​ ​ Foreign ​ 3,482 ​ ​ 8,605 ​ ​ 9,919 ​ ​ Total current ​ 695,946 ​ ​ 1,107,379 ​ ​ 643,639 ​ ​ Deferred income tax expense ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Federal ​ 38,172 ​ ​ 22,168 ​ ​ 304,235 ​ ​ State ​ 15,355 ​ ​ 13,333 ​ ​ 16,226 ​ ​ Foreign ​ 2,138 ​ ​ (1,303) ​ ​ (1,844) ​ ​ Total deferred ​ 55,665 ​ ​ 34,198 ​ ​ 318,617 ​ ​ Total income tax expense $ 751,611 ​ $ 1,141,577 ​ $ 962,256 ​ ​ A reconciliation of the statutory rates to the actual effective tax rates for the years ended December 31 are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2023 ​ 2022 ​ 2021 ​ ​ Statutory federal tax rate ​ 21.0 % ​ ​ 21.0 % ​ ​ 21.0 % ​ ​ State income taxes, net of federal benefit ​ 2.6 ​ ​ ​ 2.6 ​ ​ ​ 2.5 ​ ​ ​ Federal research & development credits ​ (0.2) ​ ​ ​ (0.6) ​ ​ ​ (0.7) ​ ​ ​ Other permanent differences ​ (0.1) ​ ​ ​ (0.3) ​ ​ ​ 0.1 ​ ​ ​ Effective tax rate ​ 23.3 % ​ ​ 22.7 % ​ ​ 22.9 % ​ ​ ​ ​ 73 73 Table of ContentsNote 4. Income Taxes (Continued)Significant components of the company's deferred tax assets and liabilities at December 31 are as follows (in thousands):​​​​​​​​​​2023​2022​​Deferred tax assets​​​​​​​ Accrued expenses and allowances $ 41,894​$ 34,052​​ Inventories ​ 10,685​​ 8,028​​ Net operating loss carryforwards ​ 7,663​​ 16,412​​ Amortizable assets​ 5,798​​ -​​ Other ​ 9,149​​ 8,091​​​​ 75,189​​ 66,583​​ Less: valuation allowance ​ (816)​​ (805)​​Total net deferred tax assets ​ 74,373​​ 65,778​​​​​​​​​​Deferred tax liabilities​​​​​​​ Property, plant and equipment ​ (1,013,045)​​ (951,404)​​ Amortizable assets ​ -​​ (1,304)​​ Other ​ (6,096)​​ (2,173)​​Total deferred tax liabilities ​ (1,019,141)​​ (954,881)​​ Net deferred tax liability $ (944,768)​$ (889,103)​​Certain wholly-owned and controlled subsidiaries of the company file separate federal and state income tax returns. One of the controlled subsidiaries generated federal net operating loss carryforwards in the years 2018 and prior, which total $11.5 million at December 31, 2023, and which expire in the years 2037 through 2039, along with state net operating loss carryforwards which expire in the years 2034 through 2039. Annually, the company evaluates the realizability of the net deferred tax assets for this controlled subsidiary. In completing this evaluation, the company considers all available positive and negative evidence in order to determine whether, based on the weight of the evidence, a valuation allowance for its deferred tax assets was necessary. Such evidence includes current operating results, historical results, future reversals of existing taxable temporary differences and expectations for future taxable income (exclusive of the reversal of temporary differences and carryforwards), as well as the implementation of feasible and prudent tax planning strategies. Based on the positive evidence, the company concluded that it was more likely than not that the net deferred tax assets would be realized and a valuation allowance was not necessary. The company continues to maintain a valuation allowance of $816,000 and $805,000 as of December 31, 2023, and 2022, respectively, with respect to certain state tax credits of the controlled subsidiary.A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows (in thousands):​​​​​​​​​​​​​​​​​​​​​​​​2023​2022​2021​​Balance at January 1 $ 28,646​$ 20,466​$ 12,830​​ Increases related to current year tax positions ​ 1,500​​ 9,600​​ 8,250​​ Increases related to prior year tax positions ​ 1,798​​ 364​​ 2,095​​ Decreases related to prior year tax positions ​ (686)​​ (1,784)​​ (2,709)​​Balance at December 31 $ 31,258​$ 28,646​$ 20,466​​​​74 Table of Contents Table of Contents Table of Contents Note 4. Income Taxes (Continued)Significant components of the company's deferred tax assets and liabilities at December 31 are as follows (in thousands):​​​​​​​​​​2023​2022​​Deferred tax assets​​​​​​​ Accrued expenses and allowances $ 41,894​$ 34,052​​ Inventories ​ 10,685​​ 8,028​​ Net operating loss carryforwards ​ 7,663​​ 16,412​​ Amortizable assets​ 5,798​​ -​​ Other ​ 9,149​​ 8,091​​​​ 75,189​​ 66,583​​ Less: valuation allowance ​ (816)​​ (805)​​Total net deferred tax assets ​ 74,373​​ 65,778​​​​​​​​​​Deferred tax liabilities​​​​​​​ Property, plant and equipment ​ (1,013,045)​​ (951,404)​​ Amortizable assets ​ -​​ (1,304)​​ Other ​ (6,096)​​ (2,173)​​Total deferred tax liabilities ​ (1,019,141)​​ (954,881)​​ Net deferred tax liability $ (944,768)​$ (889,103)​​Certain wholly-owned and controlled subsidiaries of the company file separate federal and state income tax returns. One of the controlled subsidiaries generated federal net operating loss carryforwards in the years 2018 and prior, which total $11.5 million at December 31, 2023, and which expire in the years 2037 through 2039, along with state net operating loss carryforwards which expire in the years 2034 through 2039. Annually, the company evaluates the realizability of the net deferred tax assets for this controlled subsidiary. In completing this evaluation, the company considers all available positive and negative evidence in order to determine whether, based on the weight of the evidence, a valuation allowance for its deferred tax assets was necessary. Such evidence includes current operating results, historical results, future reversals of existing taxable temporary differences and expectations for future taxable income (exclusive of the reversal of temporary differences and carryforwards), as well as the implementation of feasible and prudent tax planning strategies. Based on the positive evidence, the company concluded that it was more likely than not that the net deferred tax assets would be realized and a valuation allowance was not necessary. The company continues to maintain a valuation allowance of $816,000 and $805,000 as of December 31, 2023, and 2022, respectively, with respect to certain state tax credits of the controlled subsidiary.A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows (in thousands):​​​​​​​​​​​​​​​​​​​​​​​​2023​2022​2021​​Balance at January 1 $ 28,646​$ 20,466​$ 12,830​​ Increases related to current year tax positions ​ 1,500​​ 9,600​​ 8,250​​ Increases related to prior year tax positions ​ 1,798​​ 364​​ 2,095​​ Decreases related to prior year tax positions ​ (686)​​ (1,784)​​ (2,709)​​Balance at December 31 $ 31,258​$ 28,646​$ 20,466​​​​ **Current (2025):** Components of earnings before income taxes and noncontrolling interests for the years ended December 31 are as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2024 ​ 2023 ​ 2022 ​ ​ United States income $ 1,992,814 ​ $ 3,198,048 ​ $ 4,996,762 ​ ​ Foreign income (loss) ​ (9,933) ​ ​ 20,895 ​ ​ 24,307 ​ ​ Total income before income taxes $ 1,982,881 ​ $ 3,218,943 ​ $ 5,021,069 ​ ​ The company files a consolidated federal income tax return. The provision for income tax expense for the years ended December 31 is as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2024 ​ 2023 ​ 2022 ​ ​ Current income tax expense ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Federal $ 409,586 ​ $ 600,499 ​ $ 946,016 ​ ​ State ​ 57,942 ​ ​ 91,965 ​ ​ 152,758 ​ ​ Foreign ​ 7,980 ​ ​ 3,482 ​ ​ 8,605 ​ ​ Total current ​ 475,508 ​ ​ 695,946 ​ ​ 1,107,379 ​ ​ Deferred income tax expense (benefit) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Federal ​ (26,311) ​ ​ 38,172 ​ ​ 22,168 ​ ​ State ​ (12,476) ​ ​ 15,355 ​ ​ 13,333 ​ ​ Foreign ​ (3,796) ​ ​ 2,138 ​ ​ (1,303) ​ ​ Total deferred ​ (42,583) ​ ​ 55,665 ​ ​ 34,198 ​ ​ Total income tax expense $ 432,925 ​ $ 751,611 ​ $ 1,141,577 ​ ​ A reconciliation of the statutory rates to the actual effective tax rates for the years ended December 31 are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2024 ​ 2023 ​ 2022 ​ ​ Statutory federal tax rate ​ 21.0 % ​ ​ 21.0 % ​ ​ 21.0 % ​ ​ State income taxes, net of federal benefit ​ 1.8 ​ ​ ​ 2.6 ​ ​ ​ 2.6 ​ ​ ​ Federal research & development credits ​ (0.9) ​ ​ ​ (0.2) ​ ​ ​ (0.6) ​ ​ ​ Other permanent differences ​ (0.1) ​ ​ ​ (0.1) ​ ​ ​ (0.3) ​ ​ ​ Effective tax rate ​ 21.8 % ​ ​ 23.3 % ​ ​ 22.7 % ​ ​ ​ 72 72 Table of ContentsNote 4. Income Taxes (Continued)Significant components of the company's deferred tax assets and liabilities at December 31 are as follows (in thousands):​​​​​​​​​​2024​2023​​Deferred tax assets​​​​​​​ Accrued expenses and allowances $ 41,031​$ 41,894​​ Inventories ​ 6,892​​ 10,685​​ Net operating loss carryforwards ​ 24,381​​ 7,663​​ Amortizable assets​ 39,657​​ 5,798​​ Other ​ 5,916​​ 9,149​​​​ 117,877​​ 75,189​​ Less: valuation allowance ​ (1,150)​​ (816)​​Total net deferred tax assets ​ 116,727​​ 74,373​​​​​​​​​​Deferred tax liabilities​​​​​​​ Property, plant and equipment ​ (1,014,515)​​ (1,013,045)​​ Other ​ (4,398)​​ (6,096)​​Total deferred tax liabilities ​ (1,018,913)​​ (1,019,141)​​ Net deferred tax liability $ (902,186)​$ (944,768)​​Certain wholly-owned and controlled subsidiaries of the company file separate federal and state income tax returns. One of the controlled subsidiaries generated federal net operating loss carryforwards in the years 2018 and prior, which were fully utilized as of December 31, 2024, but continues to have state net operating loss carryforwards which expire in the years 2034 through 2039. Annually, the company evaluates the realizability of the net deferred tax assets for this controlled subsidiary. In completing this evaluation, the company considers all available positive and negative evidence in order to determine whether, based on the weight of the evidence, a valuation allowance for its deferred tax assets is necessary. Such evidence includes current operating results, historical results, future reversals of existing taxable temporary differences and expectations for future taxable income (exclusive of the reversal of temporary differences and carryforwards), as well as the implementation of feasible and prudent tax planning strategies. Based on the evidence, the company maintained a valuation allowance of $1,150,000 and $816,000 as of December 31, 2024, and 2023, respectively, with respect to certain state tax credits of the controlled subsidiary.A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows (in thousands):​​​​​​​​​​​​​​​​​​​​​​​​2024​2023​2022​​Balance at January 1 $ 31,258​$ 28,646​$ 20,466​​ Increases related to current year tax positions ​ 5,115​​ 1,500​​ 9,600​​ Increases related to prior year tax positions ​ 263​​ 1,798​​ 364​​ Decreases related to prior year tax positions ​ (6,949)​​ (686)​​ (1,784)​​Balance at December 31 $ 29,687​$ 31,258​$ 28,646​​Included in the balance of unrecognized tax benefits at December 31, 2024 and 2023 are potential benefits of $26.4 million and $27.8 million, respectively, that, if recognized, would affect the effective tax rate. The company recognizes interest and penalties related to its tax contingencies on a net-of-tax basis in income tax expense. During the years ended December 31, 2024, 2023, and 2022, the company recognized expense from the increase of interest expense and penalties of $710,000, $1,560,000, and $480,000, respectively, net of tax. In addition to the unrecognized tax benefits in the table above, the company had $4.2 million and $3.2 million accrued for the payment of interest and penalties at December 31, 2024 and 2023, respectively.​73 Table of Contents Table of Contents Table of Contents Note 4. Income Taxes (Continued)Significant components of the company's deferred tax assets and liabilities at December 31 are as follows (in thousands):​​​​​​​​​​2024​2023​​Deferred tax assets​​​​​​​ Accrued expenses and allowances $ 41,031​$ 41,894​​ Inventories ​ 6,892​​ 10,685​​ Net operating loss carryforwards ​ 24,381​​ 7,663​​ Amortizable assets​ 39,657​​ 5,798​​ Other ​ 5,916​​ 9,149​​​​ 117,877​​ 75,189​​ Less: valuation allowance ​ (1,150)​​ (816)​​Total net deferred tax assets ​ 116,727​​ 74,373​​​​​​​​​​Deferred tax liabilities​​​​​​​ Property, plant and equipment ​ (1,014,515)​​ (1,013,045)​​ Other ​ (4,398)​​ (6,096)​​Total deferred tax liabilities ​ (1,018,913)​​ (1,019,141)​​ Net deferred tax liability $ (902,186)​$ (944,768)​​Certain wholly-owned and controlled subsidiaries of the company file separate federal and state income tax returns. One of the controlled subsidiaries generated federal net operating loss carryforwards in the years 2018 and prior, which were fully utilized as of December 31, 2024, but continues to have state net operating loss carryforwards which expire in the years 2034 through 2039. Annually, the company evaluates the realizability of the net deferred tax assets for this controlled subsidiary. In completing this evaluation, the company considers all available positive and negative evidence in order to determine whether, based on the weight of the evidence, a valuation allowance for its deferred tax assets is necessary. Such evidence includes current operating results, historical results, future reversals of existing taxable temporary differences and expectations for future taxable income (exclusive of the reversal of temporary differences and carryforwards), as well as the implementation of feasible and prudent tax planning strategies. Based on the evidence, the company maintained a valuation allowance of $1,150,000 and $816,000 as of December 31, 2024, and 2023, respectively, with respect to certain state tax credits of the controlled subsidiary.A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows (in thousands):​​​​​​​​​​​​​​​​​​​​​​​​2024​2023​2022​​Balance at January 1 $ 31,258​$ 28,646​$ 20,466​​ Increases related to current year tax positions ​ 5,115​​ 1,500​​ 9,600​​ Increases related to prior year tax positions ​ 263​​ 1,798​​ 364​​ Decreases related to prior year tax positions ​ (6,949)​​ (686)​​ (1,784)​​Balance at December 31 $ 29,687​$ 31,258​$ 28,646​​Included in the balance of unrecognized tax benefits at December 31, 2024 and 2023 are potential benefits of $26.4 million and $27.8 million, respectively, that, if recognized, would affect the effective tax rate. The company recognizes interest and penalties related to its tax contingencies on a net-of-tax basis in income tax expense. During the years ended December 31, 2024, 2023, and 2022, the company recognized expense from the increase of interest expense and penalties of $710,000, $1,560,000, and $480,000, respectively, net of tax. In addition to the unrecognized tax benefits in the table above, the company had $4.2 million and $3.2 million accrued for the payment of interest and penalties at December 31, 2024 and 2023, respectively.​ Note 4. Income Taxes (Continued)Significant components of the company's deferred tax assets and liabilities at December 31 are as follows (in thousands):​​​​​​​​​​2024​2023​​Deferred tax assets​​​​​​​ Accrued expenses and allowances $ 41,031​$ 41,894​​ Inventories ​ 6,892​​ 10,685​​ Net operating loss carryforwards ​ 24,381​​ 7,663​​ Amortizable assets​ 39,657​​ 5,798​​ Other ​ 5,916​​ 9,149​​​​ 117,877​​ 75,189​​ Less: valuation allowance ​ (1,150)​​ (816)​​Total net deferred tax assets ​ 116,727​​ 74,373​​​​​​​​​​Deferred tax liabilities​​​​​​​ Property, plant and equipment ​ (1,014,515)​​ (1,013,045)​​ Other ​ (4,398)​​ (6,096)​​Total deferred tax liabilities ​ (1,018,913)​​ (1,019,141)​​ Net deferred tax liability $ (902,186)​$ (944,768)​​Certain wholly-owned and controlled subsidiaries of the company file separate federal and state income tax returns. One of the controlled subsidiaries generated federal net operating loss carryforwards in the years 2018 and prior, which were fully utilized as of December 31, 2024, but continues to have state net operating loss carryforwards which expire in the years 2034 through 2039. Annually, the company evaluates the realizability of the net deferred tax assets for this controlled subsidiary. In completing this evaluation, the company considers all available positive and negative evidence in order to determine whether, based on the weight of the evidence, a valuation allowance for its deferred tax assets is necessary. Such evidence includes current operating results, historical results, future reversals of existing taxable temporary differences and expectations for future taxable income (exclusive of the reversal of temporary differences and carryforwards), as well as the implementation of feasible and prudent tax planning strategies. Based on the evidence, the company maintained a valuation allowance of $1,150,000 and $816,000 as of December 31, 2024, and 2023, respectively, with respect to certain state tax credits of the controlled subsidiary.A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows (in thousands):​​​​​​​​​​​​​​​​​​​​​​​​2024​2023​2022​​Balance at January 1 $ 31,258​$ 28,646​$ 20,466​​ Increases related to current year tax positions ​ 5,115​​ 1,500​​ 9,600​​ Increases related to prior year tax positions ​ 263​​ 1,798​​ 364​​ Decreases related to prior year tax positions ​ (6,949)​​ (686)​​ (1,784)​​Balance at December 31 $ 29,687​$ 31,258​$ 28,646​​Included in the balance of unrecognized tax benefits at December 31, 2024 and 2023 are potential benefits of $26.4 million and $27.8 million, respectively, that, if recognized, would affect the effective tax rate. The company recognizes interest and penalties related to its tax contingencies on a net-of-tax basis in income tax expense. During the years ended December 31, 2024, 2023, and 2022, the company recognized expense from the increase of interest expense and penalties of $710,000, $1,560,000, and $480,000, respectively, net of tax. In addition to the unrecognized tax benefits in the table above, the company had $4.2 million and $3.2 million accrued for the payment of interest and penalties at December 31, 2024 and 2023, respectively.​ --- ## Modified: when dilutive **Key changes:** - Reworded sentence: "$ 9.84 ​ $ 14.64 ​ $ 20.92 ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted average common shares and share equivalents outstanding ​ 156,136 ​ ​ 167,431 ​ ​ 184,622 ​ ​ ​ ​ ​ ​ ​ ​ ​" **Prior (2024):** $ 14.64 ​ $ 20.92 ​ $ 15.56 ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted average common shares and share equivalents outstanding ​ 167,431 ​ ​ 184,622 ​ ​ 206,615 ​ ​ ​ ​ ​ ​ ​ ​ ​ **Current (2025):** $ 9.84 ​ $ 14.64 ​ $ 20.92 ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted average common shares and share equivalents outstanding ​ 156,136 ​ ​ 167,431 ​ ​ 184,622 ​ ​ ​ ​ ​ ​ ​ ​ ​ --- ## Modified: Other Obligations **Key changes:** - Reworded sentence: "One of the company's controlled subsidiaries has entered into financing agreements for certain equipment which bear a weighted average interest rate of 4.34%, with monthly principal and interest payments required through 2027." **Prior (2024):** Secured Loans. One of the company's controlled subsidiaries has entered into a financing agreement for certain equipment which bears interest at a rate of 2.8%, with monthly principal and interest payments required through 2027. The outstanding principal balance of these agreements was $2.0 million and $8.6 million at December 31, 2023, and 2022, respectively. One of the company's controlled subsidiaries amended its secured credit agreement, extending the maturity to June 2028, and provides a revolving variable rate credit facility of up to $125.0 million, subject to a borrowing base determined from eligible accounts receivable and inventory. Interest, which was 7.2% at December 31, 2023, is payable monthly. Amounts due under the credit facility were $59.8 million and $55.1 million at December 31, 2023, and 2022, respectively. Another of the company's controlled subsidiaries amended its secured credit agreement, extending the maturity to March 2026, and provides a revolving variable rate credit facility of up to $30.0 million, subject to a borrowing base determined from eligible accounts receivable and inventory. Interest, which was 6.7% at December 31, 2023, is payable monthly. There were no amounts due under the credit facility at December 31, 2023 or 2022. **Current (2025):** Secured Loans. One of the company's controlled subsidiaries has entered into financing agreements for certain equipment which bear a weighted average interest rate of 4.34%, with monthly principal and interest payments required through 2027. The outstanding principal balance of these agreements was $2.4 million and $2.0 million at December 31, 2024, and 2023, respectively. The controlled subsidiary also has a secured credit agreement, which matures in March 2026, and provides a revolving variable rate credit facility of up to $30.0 million, subject to a borrowing base determined from eligible accounts receivable and inventory. Interest, which was 5.81% at December 31, 2024, is payable monthly. There were no amounts due under the credit facility at December 31, 2024 or 2023. One of the company's controlled subsidiaries has a secured credit agreement, which matures in June 2028, and provides a revolving variable rate credit facility of up to $125.0 million, subject to a borrowing base determined from eligible accounts receivable and inventory. Interest, which was 6.40% at December 31, 2024, is payable monthly. Amounts due under the credit facility were $26.4 million and $59.8 million at December 31, 2024, and 2023, respectively. --- ## Modified: Long-Term Incentive Compensation Program (LTIP) **Key changes:** - Reworded sentence: "The company maintains an LTIP performance-based program directed toward key senior leadership of the company, as determined at the discretion of the Compensation Committee of the Board of Directors." - Reworded sentence: "Awards earned can range from zero to 100% of the shares awarded, and award shares vest immediately once earned on the basis of performance." - Reworded sentence: "At December 31, 2024, 2023, and 2022, 1.3 million, 1.3 million, and 1.4 million shares, respectively, under the 2018 Executive Plan remained available for grant." - Reworded sentence: "At December 31, 2024, 2023, and 2022, 1.3 million, 1.3 million, and 1.4 million shares, respectively, under the 2018 Executive Plan remained available for grant." **Prior (2024):** Outstanding RSUs as of January 1, 2021 1,698,579 ​ $ 31.44 ​ $ 62,627 ​ $ 35,821 Granted 627,973 ​ ​ 59.38 ​ ​ ​ ​ ​ ​ Vested (895,706) ​ ​ 32.30 ​ ​ ​ ​ ​ ​ Forfeited (82,588) ​ ​ 32.47 ​ ​ ​ ​ ​ ​ As of December 31, 2021 1,348,258 ​ $ 43.82 ​ $ 83,686 ​ $ 39,657 Granted 481,926 ​ ​ 98.29 ​ ​ ​ ​ ​ ​ Vested (786,622) ​ ​ 37.38 ​ ​ ​ ​ ​ ​ Forfeited (70,011) ​ ​ 46.82 ​ ​ ​ ​ ​ ​ As of December 31, 2022 973,551 ​ $ 71.80 ​ $ 94,765 ​ $ 44,394 Granted 433,810 ​ ​ 108.95 ​ ​ ​ ​ ​ ​ Vested (517,041) ​ ​ 64.03 ​ ​ ​ ​ ​ ​ Forfeited (40,829) ​ ​ 78.70 ​ ​ ​ ​ ​ ​ As of December 31, 2023 (nonvested) 849,491 ​ $ 99.13 ​ $ 101,480 ​ $ 43,073 ​ The weighted average remaining life before vesting of the outstanding RSUs as of December 31, 2023, is 1.6 years. The fair value of RSUs vesting during 2023, 2022, and 2021 was $58.3 million, $79.1 million, and $56.5 million, respectively, and was net-share settled such that the company withheld shares with value equivalent to the employees' minimum statutory obligation for the applicable income and other employment taxes and remitted the cash to the appropriate taxing authorities. The total shares withheld in 2023, 2022, and 2021 were approximately 342,000, 249,000, and 290,000 shares, respectively, and were based on the value of the RSUs on their vesting dates as determined by the company's closing stock price. ​ 76 76 Table of ContentsNote 6. Equity-Based Incentive Plans (Continued)Long-Term Incentive Compensation Program (LTIP)The company maintains an LTIP performance-based program directed toward key senior leadership of the company, as determined at the discretion of the Compensation Committee of the Board of Directors. Awards are in shares of the company's common stock using the stock price on the first day of the performance period to convert each key senior executive's predetermined multiple of annual base salary. The performance period is generally three years; however, transition awards can be issued with a shorter performance period. Performance is measured in terms of equal portions of four growth and profitability measures, as compared to the same measures, similarly treated, of a pre-established group of steel sector competitors. Awards earned can range from zero to 100% of the shares awarded, and award shares vest immediately once earned on the basis of performance.The Compensation Committee granted the following three-year performance period awards and transition awards, which have been earned and have or will be issued as follows:​​​​​​​​​​​​Maximum​​​​​​​​Shares That​Award​​​​​​Could Be Issued​ Earned​Award Issued/Issuable​​​​​​​​​​2020 LTIP Award:​​​​​​​​Three-year performance period award 405,922​ 356,845​ 356,845​March 2023​Two-year performance period transition award 9,764​ 8,300​ 8,300​March 2022​​​​​​​​​​2021 LTIP Award:​​​​​​​​Three-year performance period award 360,189​ 324,173​ 324,173​March 2024​​​​​​​​​​2022 LTIP Award:​​​​​​​​Three-year performance period award 249,759​*​*​​​​​​​​​​​​2023 LTIP Award:​​​​​​​​Three-year performance period award 193,946​*​*​​​Two-year performance period transition award 5,517​*​*​​​One-year performance period transition award 3,678​ 2,759​ 2,759​March 2024*Not yet earned as performance period not complete.2018 Executive Incentive Compensation Plan (2018 Executive Plan)The 2018 Executive Plan provides for eligibility of certain senior leadership of the company to receive cash and stock bonuses based on predetermined formulas. The company's shareholders approved the 2018 Executive Plan in May 2018 and 2.0 million shares of company stock were reserved for grant through February 28, 2028. At times a portion of the bonus may be distributed in shares of the company's stock, of which one-third of the shares vest immediately and the remaining shares vest in equal annual installments over an additional two-year service-based vesting period requirement. At December 31, 2023, 2022, and 2021, 1.3 million, 1.4 million, and 1.4 million shares, respectively, under the 2018 Executive Plan remained available for grant. Pursuant to the 2018 Executive Plan, 29,000, 26,000, and 157,000 shares were awarded with a market value of $3.5 million, $3.2 million, and $8.7 million for the 2023, 2022, and 2021 award years, respectively.​​77 Table of Contents Table of Contents Table of Contents Note 6. Equity-Based Incentive Plans (Continued)Long-Term Incentive Compensation Program (LTIP)The company maintains an LTIP performance-based program directed toward key senior leadership of the company, as determined at the discretion of the Compensation Committee of the Board of Directors. Awards are in shares of the company's common stock using the stock price on the first day of the performance period to convert each key senior executive's predetermined multiple of annual base salary. The performance period is generally three years; however, transition awards can be issued with a shorter performance period. Performance is measured in terms of equal portions of four growth and profitability measures, as compared to the same measures, similarly treated, of a pre-established group of steel sector competitors. Awards earned can range from zero to 100% of the shares awarded, and award shares vest immediately once earned on the basis of performance.The Compensation Committee granted the following three-year performance period awards and transition awards, which have been earned and have or will be issued as follows:​​​​​​​​​​​​Maximum​​​​​​​​Shares That​Award​​​​​​Could Be Issued​ Earned​Award Issued/Issuable​​​​​​​​​​2020 LTIP Award:​​​​​​​​Three-year performance period award 405,922​ 356,845​ 356,845​March 2023​Two-year performance period transition award 9,764​ 8,300​ 8,300​March 2022​​​​​​​​​​2021 LTIP Award:​​​​​​​​Three-year performance period award 360,189​ 324,173​ 324,173​March 2024​​​​​​​​​​2022 LTIP Award:​​​​​​​​Three-year performance period award 249,759​*​*​​​​​​​​​​​​2023 LTIP Award:​​​​​​​​Three-year performance period award 193,946​*​*​​​Two-year performance period transition award 5,517​*​*​​​One-year performance period transition award 3,678​ 2,759​ 2,759​March 2024*Not yet earned as performance period not complete.2018 Executive Incentive Compensation Plan (2018 Executive Plan)The 2018 Executive Plan provides for eligibility of certain senior leadership of the company to receive cash and stock bonuses based on predetermined formulas. The company's shareholders approved the 2018 Executive Plan in May 2018 and 2.0 million shares of company stock were reserved for grant through February 28, 2028. At times a portion of the bonus may be distributed in shares of the company's stock, of which one-third of the shares vest immediately and the remaining shares vest in equal annual installments over an additional two-year service-based vesting period requirement. At December 31, 2023, 2022, and 2021, 1.3 million, 1.4 million, and 1.4 million shares, respectively, under the 2018 Executive Plan remained available for grant. Pursuant to the 2018 Executive Plan, 29,000, 26,000, and 157,000 shares were awarded with a market value of $3.5 million, $3.2 million, and $8.7 million for the 2023, 2022, and 2021 award years, respectively.​​ **Current (2025):** The company maintains an LTIP performance-based program directed toward key senior leadership of the company, as determined at the discretion of the Compensation Committee of the Board of Directors. Awards are in shares of the company's common stock using the stock price on the first day of the performance period to convert each key senior executive's predetermined multiple of annual base salary. The performance period is generally three years; however, transition awards can be issued with a shorter performance period. Performance is measured in terms of equal portions of four growth and profitability measures, as compared to the same measures, similarly treated, of a pre-established group of steel sector competitors. Awards earned can range from zero to 100% of the shares awarded, and award shares vest immediately once earned on the basis of performance. ​ 75 75 Table of ContentsNote 6. Equity-Based Incentive Plans (Continued)The Compensation Committee granted the following three-year performance period awards and transition awards, which have been earned and have or will be issued as follows:​​​​​​​​​​​​Maximum​​​​​​​​Shares That​Award​​​​​​Could Be Issued​ Earned​Award Issued/Issuable​​​​​​​​​​2021 LTIP Award:​​​​​​​​Three-year performance period award 360,189​ 324,173​ 324,173​March 2024​​​​​​​​​​2022 LTIP Award:​​​​​​​​Three-year performance period award 249,759​ 249,759​ 249,759​March 2025​​​​​​​​​​2023 LTIP Award:​​​​​​​​Three-year performance period award 193,946​*​*​​​Two-year performance period transition award 5,517​ 4,690​ 4,690​March 2025​One-year performance period transition award 3,678​ 2,759​ 2,759​March 2024​​​​​​​​​​2024 LTIP Award:​​​​​​​​Three-year performance period award 172,425​*​*​​*Not yet earned as performance period not complete.2018 Executive Incentive Compensation Plan (2018 Executive Plan)The 2018 Executive Plan provides for eligibility of certain senior leadership of the company to receive cash and stock bonuses based on predetermined formulas. The company's shareholders approved the 2018 Executive Plan in May 2018 and 2.0 million shares of company stock were reserved for grant through February 28, 2028. At times a portion of the bonus may be distributed in shares of the company's stock, of which one-third of the shares vest immediately and the remaining shares vest in equal annual installments over an additional two-year service-based vesting period requirement. At December 31, 2024, 2023, and 2022, 1.3 million, 1.3 million, and 1.4 million shares, respectively, under the 2018 Executive Plan remained available for grant. Pursuant to the 2018 Executive Plan, 17,000, 29,000, and 26,000 shares were awarded with a market value of $2.2 million, $3.5 million, and $3.2 million for the 2024, 2023, and 2022 award years, respectively.Note 7. Fair Value MeasurementsAccounting standards provide a comprehensive framework for measuring fair value, sets forth a definition of fair value and establishes a hierarchy prioritizing the inputs to valuation techniques, giving the highest priority to quoted prices in active markets for identical assets and liabilities and the lowest priority to unobservable value inputs. Levels within the hierarchy are defined as follows:●Level 1 - Unadjusted quoted prices for identical assets and liabilities in active markets;●Level 2 - Quoted prices for similar assets and liabilities in active markets (other than those included in Level 1) which are observable for the asset or liability, either directly or indirectly; and●Level 3 - Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.76 Table of Contents Table of Contents Table of Contents Note 6. Equity-Based Incentive Plans (Continued)The Compensation Committee granted the following three-year performance period awards and transition awards, which have been earned and have or will be issued as follows:​​​​​​​​​​​​Maximum​​​​​​​​Shares That​Award​​​​​​Could Be Issued​ Earned​Award Issued/Issuable​​​​​​​​​​2021 LTIP Award:​​​​​​​​Three-year performance period award 360,189​ 324,173​ 324,173​March 2024​​​​​​​​​​2022 LTIP Award:​​​​​​​​Three-year performance period award 249,759​ 249,759​ 249,759​March 2025​​​​​​​​​​2023 LTIP Award:​​​​​​​​Three-year performance period award 193,946​*​*​​​Two-year performance period transition award 5,517​ 4,690​ 4,690​March 2025​One-year performance period transition award 3,678​ 2,759​ 2,759​March 2024​​​​​​​​​​2024 LTIP Award:​​​​​​​​Three-year performance period award 172,425​*​*​​*Not yet earned as performance period not complete.2018 Executive Incentive Compensation Plan (2018 Executive Plan)The 2018 Executive Plan provides for eligibility of certain senior leadership of the company to receive cash and stock bonuses based on predetermined formulas. The company's shareholders approved the 2018 Executive Plan in May 2018 and 2.0 million shares of company stock were reserved for grant through February 28, 2028. At times a portion of the bonus may be distributed in shares of the company's stock, of which one-third of the shares vest immediately and the remaining shares vest in equal annual installments over an additional two-year service-based vesting period requirement. At December 31, 2024, 2023, and 2022, 1.3 million, 1.3 million, and 1.4 million shares, respectively, under the 2018 Executive Plan remained available for grant. Pursuant to the 2018 Executive Plan, 17,000, 29,000, and 26,000 shares were awarded with a market value of $2.2 million, $3.5 million, and $3.2 million for the 2024, 2023, and 2022 award years, respectively.Note 7. Fair Value MeasurementsAccounting standards provide a comprehensive framework for measuring fair value, sets forth a definition of fair value and establishes a hierarchy prioritizing the inputs to valuation techniques, giving the highest priority to quoted prices in active markets for identical assets and liabilities and the lowest priority to unobservable value inputs. Levels within the hierarchy are defined as follows:●Level 1 - Unadjusted quoted prices for identical assets and liabilities in active markets;●Level 2 - Quoted prices for similar assets and liabilities in active markets (other than those included in Level 1) which are observable for the asset or liability, either directly or indirectly; and●Level 3 - Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. Note 6. Equity-Based Incentive Plans (Continued)The Compensation Committee granted the following three-year performance period awards and transition awards, which have been earned and have or will be issued as follows:​​​​​​​​​​​​Maximum​​​​​​​​Shares That​Award​​​​​​Could Be Issued​ Earned​Award Issued/Issuable​​​​​​​​​​2021 LTIP Award:​​​​​​​​Three-year performance period award 360,189​ 324,173​ 324,173​March 2024​​​​​​​​​​2022 LTIP Award:​​​​​​​​Three-year performance period award 249,759​ 249,759​ 249,759​March 2025​​​​​​​​​​2023 LTIP Award:​​​​​​​​Three-year performance period award 193,946​*​*​​​Two-year performance period transition award 5,517​ 4,690​ 4,690​March 2025​One-year performance period transition award 3,678​ 2,759​ 2,759​March 2024​​​​​​​​​​2024 LTIP Award:​​​​​​​​Three-year performance period award 172,425​*​*​​*Not yet earned as performance period not complete.2018 Executive Incentive Compensation Plan (2018 Executive Plan)The 2018 Executive Plan provides for eligibility of certain senior leadership of the company to receive cash and stock bonuses based on predetermined formulas. The company's shareholders approved the 2018 Executive Plan in May 2018 and 2.0 million shares of company stock were reserved for grant through February 28, 2028. At times a portion of the bonus may be distributed in shares of the company's stock, of which one-third of the shares vest immediately and the remaining shares vest in equal annual installments over an additional two-year service-based vesting period requirement. At December 31, 2024, 2023, and 2022, 1.3 million, 1.3 million, and 1.4 million shares, respectively, under the 2018 Executive Plan remained available for grant. Pursuant to the 2018 Executive Plan, 17,000, 29,000, and 26,000 shares were awarded with a market value of $2.2 million, $3.5 million, and $3.2 million for the 2024, 2023, and 2022 award years, respectively.Note 7. Fair Value MeasurementsAccounting standards provide a comprehensive framework for measuring fair value, sets forth a definition of fair value and establishes a hierarchy prioritizing the inputs to valuation techniques, giving the highest priority to quoted prices in active markets for identical assets and liabilities and the lowest priority to unobservable value inputs. Levels within the hierarchy are defined as follows:●Level 1 - Unadjusted quoted prices for identical assets and liabilities in active markets;●Level 2 - Quoted prices for similar assets and liabilities in active markets (other than those included in Level 1) which are observable for the asset or liability, either directly or indirectly; and●Level 3 - Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. --- ## Modified: Metals Recycling Operations Segment **Key changes:** - Reworded sentence: "​ Metals recycling operations include our OmniSource ferrous and nonferrous processing, transportation, marketing, brokerage, and scrap management services primarily throughout the United States and Mexico." - Reworded sentence: "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." **Prior (2024):** ​ ​ ​ ​ ​ ​ ​ ​ OmniSource: ​ ​ ​ ​ ​ ​ ​ ​ Alabama ​ Birmingham, AL ​ Ferrous Scrap Processing ​ 59 ​ - Indiana ​ Multiple Cities ​ Ferrous and Nonferrous Scrap Processing ​ 456 ​ 26 Michigan ​ Multiple Cities ​ Ferrous and Nonferrous Scrap Processing ​ 186 ​ - Mississippi ​ Multiple Cities ​ Ferrous and Nonferrous Scrap Processing ​ 43 ​ 13 North Carolina ​ Multiple Cities ​ Ferrous and Nonferrous Scrap Processing ​ 302 ​ - Ohio ​ Multiple Cities ​ Ferrous and Nonferrous Scrap Processing ​ 212 ​ 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 ​ 75 ​ - Virginia ​ Multiple Cities ​ Ferrous and Nonferrous Scrap Processing ​ 121 ​ - Mexico ​ Multiple Cities ​ Ferrous and Nonferrous Scrap Processing ​ 17 ​ 61 ​ ​ ​ ​ ​ ​ ​ ​ ​ **Current (2025):** ​ ​ ​ ​ ​ ​ ​ ​ 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 ​ ​ ​ ​ ​ ​ ​ ​ ​ --- ## Modified: Operating Statement Classifications **Key changes:** - Reworded sentence: "Net sales from our operations are a factor of volumes shipped, product mix, and related pricing." - Reworded sentence: "38 38 Table of ContentsSelling, General and Administrative Expenses." - Reworded sentence: "Companywide profit sharing and amortization of intangible assets are each separately presented in the statements of income.Interest Expense, net of Capitalized Interest." - Reworded sentence: "Other expense consists of any non-operating costs, such as certain acquisition and financing expenses.2024 OverviewDuring 2024 we achieved steel shipments of 12.7 million tons, our second highest annual volume behind 2023's 12.8 million tons." - Reworded sentence: "for 2024 decreased $913.7 million, or 37%, to $1.5 billion, compared to 2023." **Prior (2024):** Net Sales. 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. Except for the steel fabrication operations, we recognize revenues from sales and the allowance for estimated returns and claims from these sales at the point in time control of the product transfers to the customer, upon shipment or delivery. Our steel fabrication operations recognize revenues over time based on completed fabricated tons to date as a percentage of total tons required for each contract. Costs of Goods Sold. Our costs of goods sold represent all direct and indirect costs associated with the manufacture of our products. 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. 39 39 Table of ContentsSelling, General and Administrative Expenses. Selling, general and administrative expenses consist of all costs associated with our sales, finance and accounting, and administrative departments, including, among other items, labor and related benefits, and professional services. Companywide profit sharing and amortization of intangible assets are each separately presented in the statement of income.Interest Expense, net of Capitalized Interest. Interest expense consists of interest associated with our senior credit facilities and other debt, net of interest costs that are required to be capitalized during the construction period of certain capital investment projects.Other (Income) Expense, net. Other income consists of interest income earned on our temporary cash deposits, short-term and other investments, and any other non-operating income activity, including income from investments in unconsolidated affiliates accounted for under the equity method. Other expense consists of any non-operating costs, such as certain acquisition and financing expenses.2023 OverviewDuring 2023, underlying domestic steel demand was firm, supported by the construction, automotive, and energy sectors. Customer steel inventories also remained below historical averages, in combination resulting in generally steady order patterns. This solid market environment, coupled with the continued ramp-up of Sinton, drove record annual shipments of 12.8 million tons for our steel operations. Despite a challenging pricing environment throughout much of the year, our metals recycling teams meaningfully increased volume during 2023 compared to 2022. Our steel fabrication business achieved its second highest annual earnings during 2023, on continued solid non-residential construction demand. Our consolidated net sales of $18.8 billion and cash flow from operations of $3.5 billion were our second-best and our consolidated operating income of $3.2 billion was our third-best performance in company history. Metal spread compression among each of our operating segments resulted in significantly lower operating income in 2023 compared to our record 2022 earnings despite continued strong market demand and volumes.Consolidated operating income for 2023 decreased $1.9 billion, or 38%, to $3.2 billion, compared to a record $5.1 billion in 2022. Net income attributable to Steel Dynamics, Inc. for 2023 decreased $1.4 billion, or 37%, to $2.5 billion, compared to a record in 2022. Diluted earnings per share attributable to Steel Dynamics, Inc. was $14.64 for 2023, compared to $20.92 for 2022. Effective the fourth quarter 2023, the company changed its reportable segments, consistent with how it currently manages the business, representing four reporting segments: steel operations (now including warehouse operations previously included in Other), metals recycling operations, steel fabrication operations, and a new reportable segment, aluminum operations. Segment information provided within this Form 10-K has been recast for all prior periods consistent with the current reportable segment presentation. Aluminum Operations includes the results of the recycled aluminum flat rolled products mill in Columbus, Mississippi, and two satellite recycled aluminum slab centers located in Arizona and Mexico, all of which are currently being constructed. The results of this segment currently consist of construction and start-up costs recorded in selling, general and administrative expenses, included within the discussion of consolidated results within the Other Operations section below. During 2023, there were no additional results of operations, such as those related to shipments or production, to be discussed. Operations are expected to begin in 2025. Refer to Item 7. 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, 2022, for additional information regarding results of operations for the year ended December 31, 2022, as compared to the year ended December 31, 2021, and segment operating results for 2022 as compared to 2021. Our 2023 change in reportable segments did not change the discussion previously provided. ​40 Table of Contents Table of Contents Table of Contents Selling, General and Administrative Expenses. Selling, general and administrative expenses consist of all costs associated with our sales, finance and accounting, and administrative departments, including, among other items, labor and related benefits, and professional services. Companywide profit sharing and amortization of intangible assets are each separately presented in the statement of income.Interest Expense, net of Capitalized Interest. Interest expense consists of interest associated with our senior credit facilities and other debt, net of interest costs that are required to be capitalized during the construction period of certain capital investment projects.Other (Income) Expense, net. Other income consists of interest income earned on our temporary cash deposits, short-term and other investments, and any other non-operating income activity, including income from investments in unconsolidated affiliates accounted for under the equity method. Other expense consists of any non-operating costs, such as certain acquisition and financing expenses.2023 OverviewDuring 2023, underlying domestic steel demand was firm, supported by the construction, automotive, and energy sectors. Customer steel inventories also remained below historical averages, in combination resulting in generally steady order patterns. This solid market environment, coupled with the continued ramp-up of Sinton, drove record annual shipments of 12.8 million tons for our steel operations. Despite a challenging pricing environment throughout much of the year, our metals recycling teams meaningfully increased volume during 2023 compared to 2022. Our steel fabrication business achieved its second highest annual earnings during 2023, on continued solid non-residential construction demand. Our consolidated net sales of $18.8 billion and cash flow from operations of $3.5 billion were our second-best and our consolidated operating income of $3.2 billion was our third-best performance in company history. Metal spread compression among each of our operating segments resulted in significantly lower operating income in 2023 compared to our record 2022 earnings despite continued strong market demand and volumes.Consolidated operating income for 2023 decreased $1.9 billion, or 38%, to $3.2 billion, compared to a record $5.1 billion in 2022. Net income attributable to Steel Dynamics, Inc. for 2023 decreased $1.4 billion, or 37%, to $2.5 billion, compared to a record in 2022. Diluted earnings per share attributable to Steel Dynamics, Inc. was $14.64 for 2023, compared to $20.92 for 2022. Effective the fourth quarter 2023, the company changed its reportable segments, consistent with how it currently manages the business, representing four reporting segments: steel operations (now including warehouse operations previously included in Other), metals recycling operations, steel fabrication operations, and a new reportable segment, aluminum operations. Segment information provided within this Form 10-K has been recast for all prior periods consistent with the current reportable segment presentation. Aluminum Operations includes the results of the recycled aluminum flat rolled products mill in Columbus, Mississippi, and two satellite recycled aluminum slab centers located in Arizona and Mexico, all of which are currently being constructed. The results of this segment currently consist of construction and start-up costs recorded in selling, general and administrative expenses, included within the discussion of consolidated results within the Other Operations section below. During 2023, there were no additional results of operations, such as those related to shipments or production, to be discussed. Operations are expected to begin in 2025. Refer to Item 7. 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, 2022, for additional information regarding results of operations for the year ended December 31, 2022, as compared to the year ended December 31, 2021, and segment operating results for 2022 as compared to 2021. Our 2023 change in reportable segments did not change the discussion previously provided. ​ Selling, General and Administrative Expenses. Selling, general and administrative expenses consist of all costs associated with our sales, finance and accounting, and administrative departments, including, among other items, labor and related benefits, and professional services. Companywide profit sharing and amortization of intangible assets are each separately presented in the statement of income. Interest Expense, net of Capitalized Interest. Interest expense consists of interest associated with our senior credit facilities and other debt, net of interest costs that are required to be capitalized during the construction period of certain capital investment projects. Other (Income) Expense, net. Other income consists of interest income earned on our temporary cash deposits, short-term and other investments, and any other non-operating income activity, including income from investments in unconsolidated affiliates accounted for under the equity method. Other expense consists of any non-operating costs, such as certain acquisition and financing expenses. **Current (2025):** Net Sales. 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. Except for the steel fabrication operations, we recognize revenues from sales and the allowance for estimated returns and claims from these sales at the point in time control of the product transfers to the customer, upon shipment or delivery. Our steel fabrication operations recognize revenues over time based on completed fabricated tons to date as a percentage of total tons required for each contract. Costs of Goods Sold. Our costs of goods sold represent all direct and indirect costs associated with the manufacture of our products. 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 38 Table of ContentsSelling, General and Administrative Expenses. Selling, general and administrative expenses consist of all costs associated with our sales, finance and accounting, and administrative departments, including, among other items, labor and related benefits, and professional services. Companywide profit sharing and amortization of intangible assets are each separately presented in the statements of income.Interest Expense, net of Capitalized Interest. Interest expense consists of interest associated with our senior credit facilities and other debt, net of interest costs that are required to be capitalized during the construction period of certain capital investment projects.Other (Income) Expense, net. Other income consists of interest income earned on our temporary cash deposits, short-term and other investments, and any other non-operating income activity, including income from investments in unconsolidated affiliates accounted for under the equity method. Other expense consists of any non-operating costs, such as certain acquisition and financing expenses.2024 OverviewDuring 2024 we achieved steel shipments of 12.7 million tons, our second highest annual volume behind 2023's 12.8 million tons. 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. 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. 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. 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. 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. Our 2024 change in reportable segments did not change the discussion previously provided. Refer to the Aluminum Operations segment discussion for additional information. ​39 Table of Contents Table of Contents Table of Contents Selling, General and Administrative Expenses. Selling, general and administrative expenses consist of all costs associated with our sales, finance and accounting, and administrative departments, including, among other items, labor and related benefits, and professional services. Companywide profit sharing and amortization of intangible assets are each separately presented in the statements of income.Interest Expense, net of Capitalized Interest. Interest expense consists of interest associated with our senior credit facilities and other debt, net of interest costs that are required to be capitalized during the construction period of certain capital investment projects.Other (Income) Expense, net. Other income consists of interest income earned on our temporary cash deposits, short-term and other investments, and any other non-operating income activity, including income from investments in unconsolidated affiliates accounted for under the equity method. Other expense consists of any non-operating costs, such as certain acquisition and financing expenses.2024 OverviewDuring 2024 we achieved steel shipments of 12.7 million tons, our second highest annual volume behind 2023's 12.8 million tons. 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. 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. 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. 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. 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. Our 2024 change in reportable segments did not change the discussion previously provided. Refer to the Aluminum Operations segment discussion for additional information. ​ Selling, General and Administrative Expenses. Selling, general and administrative expenses consist of all costs associated with our sales, finance and accounting, and administrative departments, including, among other items, labor and related benefits, and professional services. Companywide profit sharing and amortization of intangible assets are each separately presented in the statements of income.Interest Expense, net of Capitalized Interest. Interest expense consists of interest associated with our senior credit facilities and other debt, net of interest costs that are required to be capitalized during the construction period of certain capital investment projects.Other (Income) Expense, net. Other income consists of interest income earned on our temporary cash deposits, short-term and other investments, and any other non-operating income activity, including income from investments in unconsolidated affiliates accounted for under the equity method. Other expense consists of any non-operating costs, such as certain acquisition and financing expenses.2024 OverviewDuring 2024 we achieved steel shipments of 12.7 million tons, our second highest annual volume behind 2023's 12.8 million tons. 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. 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. 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. 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. 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. Our 2024 change in reportable segments did not change the discussion previously provided. Refer to the Aluminum Operations segment discussion for additional information. ​ Selling, General and Administrative Expenses. Selling, general and administrative expenses consist of all costs associated with our sales, finance and accounting, and administrative departments, including, among other items, labor and related benefits, and professional services. Companywide profit sharing and amortization of intangible assets are each separately presented in the statements of income. Interest Expense, net of Capitalized Interest. Interest expense consists of interest associated with our senior credit facilities and other debt, net of interest costs that are required to be capitalized during the construction period of certain capital investment projects. Other (Income) Expense, net. Other income consists of interest income earned on our temporary cash deposits, short-term and other investments, and any other non-operating income activity, including income from investments in unconsolidated affiliates accounted for under the equity method. Other expense consists of any non-operating costs, such as certain acquisition and financing expenses. --- ## Modified: Amortization **Key changes:** - Reworded sentence: "​ ​ ​ 2024 ​ 2023 ​ Life ​ Period ​ ​ Customer, vendor and scrap generator relationships $ 444,812 ​ $ 444,812 ​ 8 to 25 years ​ 22 years ​ ​ Trade names ​ 147,950 ​ ​ 147,950 ​ 15 to 25 years ​ 19 years ​ ​ Other ​ - ​ ​ 600 ​ ​ ​ ​ ​ ​ ​ ​ 592,762 ​ ​ 593,362 ​ ​ ​ 22 years ​ ​ Less accumulated amortization ​ 365,528 ​ ​ 335,603 ​ ​ ​ ​ ​ ​ ​ $ 227,234 ​ $ 257,759 ​ ​ ​ ​ ​ ​ The company utilizes an accelerated amortization methodology for customer, vendor and scrap generator relationships in order to follow the pattern in which the economic benefits of the amounts are anticipated to be consumed." - Reworded sentence: "Amortization of intangible assets was $30.5 million, $34.0 million, and $27.8 million for the years ended December 31, 2024, 2023, and 2022, respectively." - Reworded sentence: "GoodwillThe company's goodwill consisted of the following at December 31, 2024 and 2023 (in thousands):​​​​​​​​​​​​​​​Steel Operations Segment​$ 272,133​​​Aluminum Operations Segment​​ 14,000​​​Metals Recycling Operations Segment​​ 189,413​​​Steel Fabrication Operations Segment ​​ 1,925​​​​​$ 477,471​​​In the fourth quarter 2024, results from an entity previously included in the metals recycling operations segment were moved to the aluminum operations segment, which also resulted in $14 million of goodwill being reassigned to the aluminum operations segment based on a relative fair value allocation approach." - Removed sentence: "The fair value of the reporting unit is determined by using an estimate of future cash flows utilizing a risk-adjusted discount rate to calculate the net present value of future cash flows (income approach), and for some years by using a market approach based upon an analysis of valuation metrics of comparable peer companies, using Level 3 fair value inputs as provided for under ASC 820, Fair Value Measurement." - Reworded sentence: "The company has the option to consider qualitative factors to assess if it is more likely than not that the fair value of a reporting unit exceeds its carrying value." **Prior (2024):** ​ ​ ​ 2023 ​ 2022 ​ Life ​ Period ​ ​ Customer, vendor and scrap generator relationships $ 444,812 ​ $ 420,512 ​ 8 to 25 years ​ 22 years ​ ​ Trade names ​ 147,950 ​ ​ 147,950 ​ 15 to 25 years ​ 19 years ​ ​ Other ​ 600 ​ ​ 600 ​ 5 years ​ 5 years ​ ​ ​ ​ 593,362 ​ ​ 569,062 ​ ​ ​ 22 years ​ ​ Less accumulated amortization ​ 335,603 ​ ​ 301,555 ​ ​ ​ ​ ​ ​ ​ $ 257,759 ​ $ 267,507 ​ ​ ​ ​ ​ ​ The company utilizes an accelerated amortization methodology for customer, vendor and scrap generator relationships in order to follow the pattern in which the economic benefits of the amounts are anticipated to be consumed. Trade names are amortized using a straight-line methodology. Amortization of intangible assets was $34.0 million, $27.8 million, and $29.2 million for the years ended December 31, 2023, 2022, and 2021, respectively. ​ Estimated amortization expense related to amortizable intangibles for the years ending December 31 is as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2024 ​ $ 30,526 ​ ​ 2025 ​ ​ 27,464 ​ ​ 2026 ​ ​ 25,562 ​ ​ 2027 ​ ​ 23,163 ​ ​ 2028 ​ ​ 21,953 ​ ​ Thereafter ​ ​ 129,091 ​ ​ Total ​ $ 257,759 ​ ​ 66 66 Table of ContentsNote 1. Description of the Business and Summary of Significant Accounting Policies (Continued)Impairment of Long-Lived Tangible and Definite-Lived Intangible AssetsThe company reviews long-lived assets for impairment whenever events or changes in circumstances indicate the carrying amount of such assets may not be fully recoverable. Impairment losses are recorded on long-lived assets used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets' carrying amounts. The impairment loss is measured by comparing the fair value of the assets to its carrying amount. The company considers various factors and determines whether an impairment test is necessary, including by way of examples, a significant and prolonged deterioration in operating results and/or projected cash flows, significant changes in the extent or manner in which an asset is used, technological advances with respect to assets which would potentially render them obsolete, the company's strategy and capital planning, and the economic environment in markets to be served. GoodwillThe company's goodwill consisted of the following at December 31 (in thousands):​​​​​​​​​​​​ 2023​ 2022​​​​​​​​​​​Steel Operations Segment​$ 272,133​$ 272,133​​Metals Recycling Operations Segment​​ 203,413​​ 228,009​​Steel Fabrication Operations Segment ​​ 1,925​​ 1,925​​​​$ 477,471​$ 502,067​​Cumulative OmniSource goodwill impairment charges were $346.8 million at December 31, 2023 and 2022.​Impairment of GoodwillAt least once annually (as of October 1), or when indicators of impairment exist, the company performs an impairment test for goodwill. Goodwill is allocated to various reporting units, which are generally one level below the company's operating segments. The fair value of the reporting unit is determined by using an estimate of future cash flows utilizing a risk-adjusted discount rate to calculate the net present value of future cash flows (income approach), and for some years by using a market approach based upon an analysis of valuation metrics of comparable peer companies, using Level 3 fair value inputs as provided for under ASC 820, Fair Value Measurement. If the fair value exceeds the carrying value of the reporting unit, there is no impairment. If the carrying amount exceeds the fair value, the company recognizes an impairment loss in the amount by which the carrying value of the net assets assigned to the reporting unit exceeds the fair value of the reporting unit, with the impairment loss not to exceed the amount of goodwill allocated to the reporting unit. No impairment was identified during the company's 2023, 2022 or 2021 annual goodwill impairment analysis. Equity-Based CompensationThe company has several stock-based employee compensation plans which are more fully described in Note 6. Equity-Based Incentive Plans. Compensation expense for restricted stock units, deferred stock units, restricted stock, stock appreciation awards, and performance awards is recorded over the vesting periods using the fair value as determined by the closing fair market value of the company's common stock on the grant date, and with respect to performance awards, an estimate of probability of award achievement during the performance period. The company recognizes forfeitures as they occur. Compensation expense for these stock-based employee compensation plans was $60.1 million, $69.2 million, and $80.2 million for the years ended December 31, 2023, 2022, and 2021, respectively.67 Table of Contents Table of Contents Table of Contents Note 1. Description of the Business and Summary of Significant Accounting Policies (Continued)Impairment of Long-Lived Tangible and Definite-Lived Intangible AssetsThe company reviews long-lived assets for impairment whenever events or changes in circumstances indicate the carrying amount of such assets may not be fully recoverable. Impairment losses are recorded on long-lived assets used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets' carrying amounts. The impairment loss is measured by comparing the fair value of the assets to its carrying amount. The company considers various factors and determines whether an impairment test is necessary, including by way of examples, a significant and prolonged deterioration in operating results and/or projected cash flows, significant changes in the extent or manner in which an asset is used, technological advances with respect to assets which would potentially render them obsolete, the company's strategy and capital planning, and the economic environment in markets to be served. GoodwillThe company's goodwill consisted of the following at December 31 (in thousands):​​​​​​​​​​​​ 2023​ 2022​​​​​​​​​​​Steel Operations Segment​$ 272,133​$ 272,133​​Metals Recycling Operations Segment​​ 203,413​​ 228,009​​Steel Fabrication Operations Segment ​​ 1,925​​ 1,925​​​​$ 477,471​$ 502,067​​Cumulative OmniSource goodwill impairment charges were $346.8 million at December 31, 2023 and 2022.​Impairment of GoodwillAt least once annually (as of October 1), or when indicators of impairment exist, the company performs an impairment test for goodwill. Goodwill is allocated to various reporting units, which are generally one level below the company's operating segments. The fair value of the reporting unit is determined by using an estimate of future cash flows utilizing a risk-adjusted discount rate to calculate the net present value of future cash flows (income approach), and for some years by using a market approach based upon an analysis of valuation metrics of comparable peer companies, using Level 3 fair value inputs as provided for under ASC 820, Fair Value Measurement. If the fair value exceeds the carrying value of the reporting unit, there is no impairment. If the carrying amount exceeds the fair value, the company recognizes an impairment loss in the amount by which the carrying value of the net assets assigned to the reporting unit exceeds the fair value of the reporting unit, with the impairment loss not to exceed the amount of goodwill allocated to the reporting unit. No impairment was identified during the company's 2023, 2022 or 2021 annual goodwill impairment analysis. Equity-Based CompensationThe company has several stock-based employee compensation plans which are more fully described in Note 6. Equity-Based Incentive Plans. Compensation expense for restricted stock units, deferred stock units, restricted stock, stock appreciation awards, and performance awards is recorded over the vesting periods using the fair value as determined by the closing fair market value of the company's common stock on the grant date, and with respect to performance awards, an estimate of probability of award achievement during the performance period. The company recognizes forfeitures as they occur. Compensation expense for these stock-based employee compensation plans was $60.1 million, $69.2 million, and $80.2 million for the years ended December 31, 2023, 2022, and 2021, respectively. **Current (2025):** ​ ​ ​ 2024 ​ 2023 ​ Life ​ Period ​ ​ Customer, vendor and scrap generator relationships $ 444,812 ​ $ 444,812 ​ 8 to 25 years ​ 22 years ​ ​ Trade names ​ 147,950 ​ ​ 147,950 ​ 15 to 25 years ​ 19 years ​ ​ Other ​ - ​ ​ 600 ​ ​ ​ ​ ​ ​ ​ ​ 592,762 ​ ​ 593,362 ​ ​ ​ 22 years ​ ​ Less accumulated amortization ​ 365,528 ​ ​ 335,603 ​ ​ ​ ​ ​ ​ ​ $ 227,234 ​ $ 257,759 ​ ​ ​ ​ ​ ​ The company utilizes an accelerated amortization methodology for customer, vendor and scrap generator relationships in order to follow the pattern in which the economic benefits of the amounts are anticipated to be consumed. Trade names are amortized using a straight-line methodology. Amortization of intangible assets was $30.5 million, $34.0 million, and $27.8 million for the years ended December 31, 2024, 2023, and 2022, respectively. ​ ​ 64 64 Table of ContentsNote 1. Description of the Business and Summary of Significant Accounting Policies (Continued)Estimated amortization expense related to amortizable intangibles for the years ending December 31 is as follows (in thousands):​​​​​​​​​​​​​2025​$ 27,464​​2026​​ 25,562​​2027​​ 23,163​​2028​​ 21,953​​2029​​ 19,583​​Thereafter ​​ 109,509​​Total ​$ 227,234​​Impairment of Long-Lived Tangible and Definite-Lived Intangible AssetsThe company reviews long-lived assets for impairment whenever events or changes in circumstances indicate the carrying amount of such assets may not be fully recoverable. Impairment losses are recorded on long-lived assets used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets' carrying amounts. The impairment loss is measured by comparing the fair value of the assets to its carrying amount. The company considers various factors and determines whether an impairment test is necessary, including by way of examples, a significant and prolonged deterioration in operating results and/or projected cash flows, significant changes in the extent or manner in which an asset is used, technological advances with respect to assets which would potentially render them obsolete, the company's strategy and capital planning, and the economic environment in markets to be served. GoodwillThe company's goodwill 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​​​In the fourth quarter 2024, results from an entity previously included in the metals recycling operations segment were moved to the aluminum operations segment, which also resulted in $14 million of goodwill being reassigned to the aluminum operations segment based on a relative fair value allocation approach. Segment information for 2023 has been recast consistent with the current reportable segment presentation. Cumulative OmniSource goodwill impairment charges were $346.8 million at December 31, 2024 and 2023.​Impairment of GoodwillAt least once annually (as of October 1), or when indicators of impairment exist, the company performs a goodwill impairment analysis. Goodwill is allocated to various reporting units, which are generally one level below the company's operating segments. If the fair value exceeds the carrying value of the reporting unit, there is no impairment. If the carrying amount exceeds the fair value, the company recognizes an impairment loss in the amount by which the carrying value of the net assets assigned to the reporting unit exceeds the fair value of the reporting unit, with the impairment loss not to exceed the amount of goodwill allocated to the reporting unit. The company has the option to consider qualitative factors to assess if it is more likely than not that the fair value of a reporting unit exceeds its carrying value. If elected to bypass the qualitative assessment or if indications of a potential impairment exist, the company performs a quantitative test.65 Table of Contents Table of Contents Table of Contents Note 1. Description of the Business and Summary of Significant Accounting Policies (Continued)Estimated amortization expense related to amortizable intangibles for the years ending December 31 is as follows (in thousands):​​​​​​​​​​​​​2025​$ 27,464​​2026​​ 25,562​​2027​​ 23,163​​2028​​ 21,953​​2029​​ 19,583​​Thereafter ​​ 109,509​​Total ​$ 227,234​​Impairment of Long-Lived Tangible and Definite-Lived Intangible AssetsThe company reviews long-lived assets for impairment whenever events or changes in circumstances indicate the carrying amount of such assets may not be fully recoverable. Impairment losses are recorded on long-lived assets used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets' carrying amounts. The impairment loss is measured by comparing the fair value of the assets to its carrying amount. The company considers various factors and determines whether an impairment test is necessary, including by way of examples, a significant and prolonged deterioration in operating results and/or projected cash flows, significant changes in the extent or manner in which an asset is used, technological advances with respect to assets which would potentially render them obsolete, the company's strategy and capital planning, and the economic environment in markets to be served. GoodwillThe company's goodwill 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​​​In the fourth quarter 2024, results from an entity previously included in the metals recycling operations segment were moved to the aluminum operations segment, which also resulted in $14 million of goodwill being reassigned to the aluminum operations segment based on a relative fair value allocation approach. Segment information for 2023 has been recast consistent with the current reportable segment presentation. Cumulative OmniSource goodwill impairment charges were $346.8 million at December 31, 2024 and 2023.​Impairment of GoodwillAt least once annually (as of October 1), or when indicators of impairment exist, the company performs a goodwill impairment analysis. Goodwill is allocated to various reporting units, which are generally one level below the company's operating segments. If the fair value exceeds the carrying value of the reporting unit, there is no impairment. If the carrying amount exceeds the fair value, the company recognizes an impairment loss in the amount by which the carrying value of the net assets assigned to the reporting unit exceeds the fair value of the reporting unit, with the impairment loss not to exceed the amount of goodwill allocated to the reporting unit. The company has the option to consider qualitative factors to assess if it is more likely than not that the fair value of a reporting unit exceeds its carrying value. If elected to bypass the qualitative assessment or if indications of a potential impairment exist, the company performs a quantitative test. Note 1. Description of the Business and Summary of Significant Accounting Policies (Continued)Estimated amortization expense related to amortizable intangibles for the years ending December 31 is as follows (in thousands):​​​​​​​​​​​​​2025​$ 27,464​​2026​​ 25,562​​2027​​ 23,163​​2028​​ 21,953​​2029​​ 19,583​​Thereafter ​​ 109,509​​Total ​$ 227,234​​Impairment of Long-Lived Tangible and Definite-Lived Intangible AssetsThe company reviews long-lived assets for impairment whenever events or changes in circumstances indicate the carrying amount of such assets may not be fully recoverable. Impairment losses are recorded on long-lived assets used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets' carrying amounts. The impairment loss is measured by comparing the fair value of the assets to its carrying amount. The company considers various factors and determines whether an impairment test is necessary, including by way of examples, a significant and prolonged deterioration in operating results and/or projected cash flows, significant changes in the extent or manner in which an asset is used, technological advances with respect to assets which would potentially render them obsolete, the company's strategy and capital planning, and the economic environment in markets to be served. GoodwillThe company's goodwill 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​​​In the fourth quarter 2024, results from an entity previously included in the metals recycling operations segment were moved to the aluminum operations segment, which also resulted in $14 million of goodwill being reassigned to the aluminum operations segment based on a relative fair value allocation approach. Segment information for 2023 has been recast consistent with the current reportable segment presentation. Cumulative OmniSource goodwill impairment charges were $346.8 million at December 31, 2024 and 2023.​Impairment of GoodwillAt least once annually (as of October 1), or when indicators of impairment exist, the company performs a goodwill impairment analysis. Goodwill is allocated to various reporting units, which are generally one level below the company's operating segments. If the fair value exceeds the carrying value of the reporting unit, there is no impairment. If the carrying amount exceeds the fair value, the company recognizes an impairment loss in the amount by which the carrying value of the net assets assigned to the reporting unit exceeds the fair value of the reporting unit, with the impairment loss not to exceed the amount of goodwill allocated to the reporting unit. The company has the option to consider qualitative factors to assess if it is more likely than not that the fair value of a reporting unit exceeds its carrying value. If elected to bypass the qualitative assessment or if indications of a potential impairment exist, the company performs a quantitative test. --- ## Modified: Inventories **Key changes:** - Reworded sentence: "Inventories are stated at lower of cost or net realizable value." - Reworded sentence: "Depreciation expense was $441.2 million, $397.0 million, and $349.4 million for the years ended December 31, 2024, 2023, and 2022, respectively." - Reworded sentence: "Amortization of intangible assets was $30.5 million, $34.0 million, and $27.8 million for the years ended December 31, 2024, 2023, and 2022, respectively." - Reworded sentence: "Depreciation expense was $441.2 million, $397.0 million, and $349.4 million for the years ended December 31, 2024, 2023, and 2022, respectively." - Reworded sentence: "Amortization of intangible assets was $30.5 million, $34.0 million, and $27.8 million for the years ended December 31, 2024, 2023, and 2022, respectively." **Prior (2024):** Property, plant and equipment are stated at cost, except for assets acquired in acquisitions which are valued at fair value, which includes capitalized interest on construction in progress amounts, and is reduced by proceeds received from certain state and local government grants and other capital cost reimbursements. The company assigns each fixed asset a 65 65 Table of ContentsNote 1. Description of the Business and Summary of Significant Accounting Policies (Continued)useful life ranging from 3 to 15 years for plant, machinery and equipment, and 10 to 40 years for buildings and improvements. Repairs and maintenance are expensed as incurred. Depreciation is provided utilizing the straight-line depreciation methodology, or the units-of-production depreciation methodology for certain production-related steel operations segment assets, based on units produced, subject to minimum and maximum levels. Depreciation expense was $397.0 million, $349.4 million, and $311.4 million for the years ended December 31, 2023, 2022, and 2021, respectively. The company's property, plant and equipment consisted of the following at December 31 (in thousands):​​​​​​​​​​​​2023​2022​​Land and improvements ​$ 693,166​$ 521,881​​Buildings and improvements ​​ 1,255,274​​ 1,238,824​​Plant, machinery and equipment ​​ 6,887,985​​ 6,683,237​​Construction in progress ​​ 2,096,489​​ 780,741​​​​​ 10,932,914​​ 9,224,683​​Less accumulated depreciation ​​ 4,198,696​​ 3,851,018​​Property, plant and equipment, net ​$ 6,734,218​$ 5,373,665​​Intangible AssetsThe company's intangible assets consisted of the following at December 31 (in thousands):​​​​​​​​​​​​​​​​​​​​​​Weighted​​​​​​​​​​​Average​​​​​​​​​Useful​Amortization​​​2023​2022​Life​ Period​​Customer, vendor and scrap generator relationships $ 444,812​$ 420,512​8 to 25 years​22 years​​Trade names ​ 147,950​​ 147,950​15 to 25 years​19 years​​Other​ 600​​ 600​5 years​5 years​​​​ 593,362​​ 569,062​​​22 years​​Less accumulated amortization ​ 335,603​​ 301,555​​​​​​​$ 257,759​$ 267,507​​​​​​The company utilizes an accelerated amortization methodology for customer, vendor and scrap generator relationships in order to follow the pattern in which the economic benefits of the amounts are anticipated to be consumed. Trade names are amortized using a straight-line methodology. Amortization of intangible assets was $34.0 million, $27.8 million, and $29.2 million for the years ended December 31, 2023, 2022, and 2021, respectively. ​Estimated amortization expense related to amortizable intangibles for the years ending December 31 is as follows (in thousands):​​​​​​​​​​​​​2024​$ 30,526​​2025​​ 27,464​​2026​​ 25,562​​2027​​ 23,163​​2028​​ 21,953​​Thereafter ​​ 129,091​​Total ​$ 257,759​​66 Table of Contents Table of Contents Table of Contents Note 1. Description of the Business and Summary of Significant Accounting Policies (Continued)useful life ranging from 3 to 15 years for plant, machinery and equipment, and 10 to 40 years for buildings and improvements. Repairs and maintenance are expensed as incurred. Depreciation is provided utilizing the straight-line depreciation methodology, or the units-of-production depreciation methodology for certain production-related steel operations segment assets, based on units produced, subject to minimum and maximum levels. Depreciation expense was $397.0 million, $349.4 million, and $311.4 million for the years ended December 31, 2023, 2022, and 2021, respectively. The company's property, plant and equipment consisted of the following at December 31 (in thousands):​​​​​​​​​​​​2023​2022​​Land and improvements ​$ 693,166​$ 521,881​​Buildings and improvements ​​ 1,255,274​​ 1,238,824​​Plant, machinery and equipment ​​ 6,887,985​​ 6,683,237​​Construction in progress ​​ 2,096,489​​ 780,741​​​​​ 10,932,914​​ 9,224,683​​Less accumulated depreciation ​​ 4,198,696​​ 3,851,018​​Property, plant and equipment, net ​$ 6,734,218​$ 5,373,665​​Intangible AssetsThe company's intangible assets consisted of the following at December 31 (in thousands):​​​​​​​​​​​​​​​​​​​​​​Weighted​​​​​​​​​​​Average​​​​​​​​​Useful​Amortization​​​2023​2022​Life​ Period​​Customer, vendor and scrap generator relationships $ 444,812​$ 420,512​8 to 25 years​22 years​​Trade names ​ 147,950​​ 147,950​15 to 25 years​19 years​​Other​ 600​​ 600​5 years​5 years​​​​ 593,362​​ 569,062​​​22 years​​Less accumulated amortization ​ 335,603​​ 301,555​​​​​​​$ 257,759​$ 267,507​​​​​​The company utilizes an accelerated amortization methodology for customer, vendor and scrap generator relationships in order to follow the pattern in which the economic benefits of the amounts are anticipated to be consumed. Trade names are amortized using a straight-line methodology. Amortization of intangible assets was $34.0 million, $27.8 million, and $29.2 million for the years ended December 31, 2023, 2022, and 2021, respectively. ​Estimated amortization expense related to amortizable intangibles for the years ending December 31 is as follows (in thousands):​​​​​​​​​​​​​2024​$ 30,526​​2025​​ 27,464​​2026​​ 25,562​​2027​​ 23,163​​2028​​ 21,953​​Thereafter ​​ 129,091​​Total ​$ 257,759​​ **Current (2025):** Inventories are stated at lower of cost or net realizable value. Cost is determined using a weighted average cost method for raw materials (including scrap and purchased steel substrate) and supplies, and on a first-in, first-out basis for other inventory. Inventory consisted of the following at December 31 (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2024 ​ 2023 ​ ​ Raw materials $ 1,323,920 ​ $ 1,226,272 ​ ​ Supplies ​ 805,035 ​ ​ 711,653 ​ ​ Work in progress ​ 269,031 ​ ​ 296,932 ​ ​ Finished goods ​ 715,747 ​ ​ 659,775 ​ ​ Total inventories $ 3,113,733 ​ $ 2,894,632 ​ ​ 63 63 Table of ContentsNote 1. Description of the Business and Summary of Significant Accounting Policies (Continued)Property, Plant and EquipmentProperty, plant and equipment are stated at cost which includes capitalized interest on construction in progress amounts, and is reduced by proceeds received from certain state and local government grants and other capital cost reimbursements, except for assets acquired in acquisitions which are valued at fair value at the purchase date. The company assigns each fixed asset a useful life ranging from 3 to 15 years for plant, machinery and equipment, and 5 to 40 years for buildings and improvements. Repairs and maintenance are expensed as incurred. Depreciation is provided utilizing the straight-line depreciation methodology, or the units-of-production depreciation methodology for certain production-related steel operations segment assets, based on units produced, subject to minimum and maximum levels. Depreciation expense was $441.2 million, $397.0 million, and $349.4 million for the years ended December 31, 2024, 2023, and 2022, respectively. The company's property, plant and equipment consisted of the following at December 31 (in thousands):​​​​​​​​​​​​2024​2023​​Land and improvements ​$ 801,210​$ 693,166​​Buildings and improvements ​​ 1,487,742​​ 1,255,274​​Plant, machinery and equipment ​​ 7,666,513​​ 6,887,985​​Construction in progress ​​ 2,767,013​​ 2,096,489​​​​​ 12,722,478​​ 10,932,914​​Less accumulated depreciation ​​ 4,604,490​​ 4,198,696​​Property, plant and equipment, net ​$ 8,117,988​$ 6,734,218​​Intangible AssetsThe company's intangible assets consisted of the following at December 31 (in thousands):​​​​​​​​​​​​​​​​​​​​​​Weighted​​​​​​​​​​​Average​​​​​​​​​Useful​Amortization​​​2024​2023​Life​ Period​​Customer, vendor and scrap generator relationships $ 444,812​$ 444,812​8 to 25 years​22 years​​Trade names ​ 147,950​​ 147,950​15 to 25 years​19 years​​Other​ -​​ 600​​​​​​​​ 592,762​​ 593,362​​​22 years​​Less accumulated amortization ​ 365,528​​ 335,603​​​​​​​$ 227,234​$ 257,759​​​​​​The company utilizes an accelerated amortization methodology for customer, vendor and scrap generator relationships in order to follow the pattern in which the economic benefits of the amounts are anticipated to be consumed. Trade names are amortized using a straight-line methodology. Amortization of intangible assets was $30.5 million, $34.0 million, and $27.8 million for the years ended December 31, 2024, 2023, and 2022, respectively. ​​64 Table of Contents Table of Contents Table of Contents Note 1. Description of the Business and Summary of Significant Accounting Policies (Continued)Property, Plant and EquipmentProperty, plant and equipment are stated at cost which includes capitalized interest on construction in progress amounts, and is reduced by proceeds received from certain state and local government grants and other capital cost reimbursements, except for assets acquired in acquisitions which are valued at fair value at the purchase date. The company assigns each fixed asset a useful life ranging from 3 to 15 years for plant, machinery and equipment, and 5 to 40 years for buildings and improvements. Repairs and maintenance are expensed as incurred. Depreciation is provided utilizing the straight-line depreciation methodology, or the units-of-production depreciation methodology for certain production-related steel operations segment assets, based on units produced, subject to minimum and maximum levels. Depreciation expense was $441.2 million, $397.0 million, and $349.4 million for the years ended December 31, 2024, 2023, and 2022, respectively. The company's property, plant and equipment consisted of the following at December 31 (in thousands):​​​​​​​​​​​​2024​2023​​Land and improvements ​$ 801,210​$ 693,166​​Buildings and improvements ​​ 1,487,742​​ 1,255,274​​Plant, machinery and equipment ​​ 7,666,513​​ 6,887,985​​Construction in progress ​​ 2,767,013​​ 2,096,489​​​​​ 12,722,478​​ 10,932,914​​Less accumulated depreciation ​​ 4,604,490​​ 4,198,696​​Property, plant and equipment, net ​$ 8,117,988​$ 6,734,218​​Intangible AssetsThe company's intangible assets consisted of the following at December 31 (in thousands):​​​​​​​​​​​​​​​​​​​​​​Weighted​​​​​​​​​​​Average​​​​​​​​​Useful​Amortization​​​2024​2023​Life​ Period​​Customer, vendor and scrap generator relationships $ 444,812​$ 444,812​8 to 25 years​22 years​​Trade names ​ 147,950​​ 147,950​15 to 25 years​19 years​​Other​ -​​ 600​​​​​​​​ 592,762​​ 593,362​​​22 years​​Less accumulated amortization ​ 365,528​​ 335,603​​​​​​​$ 227,234​$ 257,759​​​​​​The company utilizes an accelerated amortization methodology for customer, vendor and scrap generator relationships in order to follow the pattern in which the economic benefits of the amounts are anticipated to be consumed. Trade names are amortized using a straight-line methodology. Amortization of intangible assets was $30.5 million, $34.0 million, and $27.8 million for the years ended December 31, 2024, 2023, and 2022, respectively. ​​ Note 1. Description of the Business and Summary of Significant Accounting Policies (Continued)Property, Plant and EquipmentProperty, plant and equipment are stated at cost which includes capitalized interest on construction in progress amounts, and is reduced by proceeds received from certain state and local government grants and other capital cost reimbursements, except for assets acquired in acquisitions which are valued at fair value at the purchase date. The company assigns each fixed asset a useful life ranging from 3 to 15 years for plant, machinery and equipment, and 5 to 40 years for buildings and improvements. Repairs and maintenance are expensed as incurred. Depreciation is provided utilizing the straight-line depreciation methodology, or the units-of-production depreciation methodology for certain production-related steel operations segment assets, based on units produced, subject to minimum and maximum levels. Depreciation expense was $441.2 million, $397.0 million, and $349.4 million for the years ended December 31, 2024, 2023, and 2022, respectively. The company's property, plant and equipment consisted of the following at December 31 (in thousands):​​​​​​​​​​​​2024​2023​​Land and improvements ​$ 801,210​$ 693,166​​Buildings and improvements ​​ 1,487,742​​ 1,255,274​​Plant, machinery and equipment ​​ 7,666,513​​ 6,887,985​​Construction in progress ​​ 2,767,013​​ 2,096,489​​​​​ 12,722,478​​ 10,932,914​​Less accumulated depreciation ​​ 4,604,490​​ 4,198,696​​Property, plant and equipment, net ​$ 8,117,988​$ 6,734,218​​Intangible AssetsThe company's intangible assets consisted of the following at December 31 (in thousands):​​​​​​​​​​​​​​​​​​​​​​Weighted​​​​​​​​​​​Average​​​​​​​​​Useful​Amortization​​​2024​2023​Life​ Period​​Customer, vendor and scrap generator relationships $ 444,812​$ 444,812​8 to 25 years​22 years​​Trade names ​ 147,950​​ 147,950​15 to 25 years​19 years​​Other​ -​​ 600​​​​​​​​ 592,762​​ 593,362​​​22 years​​Less accumulated amortization ​ 365,528​​ 335,603​​​​​​​$ 227,234​$ 257,759​​​​​​The company utilizes an accelerated amortization methodology for customer, vendor and scrap generator relationships in order to follow the pattern in which the economic benefits of the amounts are anticipated to be consumed. Trade names are amortized using a straight-line methodology. Amortization of intangible assets was $30.5 million, $34.0 million, and $27.8 million for the years ended December 31, 2024, 2023, and 2022, respectively. ​​ --- ## Modified: Derivative Financial Instruments **Key changes:** - Added sentence: "The company routinely enters into forward exchange traded futures to manage price risk associated with nonferrous metal inventory, as well as purchases and sales of nonferrous (primarily aluminum and copper) and ferrous metals, to reduce exposure to commodity related price fluctuations." - Added sentence: "The company does not enter into these derivative financial instruments for speculative purposes." - Reworded sentence: "The ineffective portion of a derivative's change in fair value is immediately recognized in earnings for fair value hedges." - Reworded sentence: "When hedged assets or liabilities are sold or extinguished, or the anticipated transaction being hedged is no longer expected to occur, the company recognizes the gain or loss on the designated hedged financial instrument in earnings." - Reworded sentence: "The company is currently evaluating the impact of adopting ASU 2023-09." **Prior (2024):** The company recognizes all derivatives as either assets or liabilities in the consolidated balance sheets and measures those instruments at fair value. Derivatives that are not designated as hedges must be adjusted to fair value through earnings. Changes in the fair value of derivatives that are designated as hedges, depending on the nature of the hedge, are recognized as either an offset against the change in fair value of the hedged balance sheet item in the case of fair value hedges or as other comprehensive income in the case of cash flow hedges, until the hedged item is recognized in earnings. The ineffective portion of a derivative's change in fair value is immediately recognized in earnings for fair 68 68 Table of ContentsNote 1. Description of the Business and Summary of Significant Accounting Policies (Continued)value hedges. The company offsets fair value amounts recognized for derivative instruments executed with the same counterparty under master netting agreements.In the normal course of business, the company has derivative financial instruments in the form of forward contracts in various metallic commodities, may have involvement with derivative financial instruments related to managing fluctuations in foreign exchange rates, and in the past has had derivative financial instruments related to managing fluctuations in interest rates. At the time of acquiring these financial instruments, the company designates and assigns these instruments as hedges of specific assets, liabilities or anticipated transactions. When hedged assets or liabilities are sold or extinguished, or the anticipated transaction being hedged is no longer expected to occur, the company recognizes the gain or loss on the designated hedged financial instrument in earnings.The company routinely enters into forward exchange traded futures to manage price risk associated with nonferrous metal inventory, as well as purchases and sales of nonferrous (primarily aluminum and copper) and ferrous metals, to reduce exposure to commodity related price fluctuations. The company does not enter into these derivative financial instruments for speculative purposes. Recently Issued Accounting PronouncementsIn November 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which is intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The guidance is to be applied retrospectively to all prior periods presented in the financial statements. Upon transition, the segment expense categories and amounts disclosed in the prior periods should be based on the significant segment expense categories identified and disclosed in the period of adoption. The company is currently evaluating the potential impact of adopting this new guidance on the consolidated financial statements and related disclosures. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which modifies the rules on income tax disclosures to require entities to disclose specific categories in the rate reconciliation, the income or loss from continuing operations before income tax expense or benefit (separated between domestic and foreign) and income tax expense or benefit from continuing operations (separated by federal, state and foreign). ASU 2023-09 also requires entities to disclose their income tax payments to international, federal, state and local jurisdictions, among other changes. The guidance is effective for annual periods beginning after December 15, 2024. Early adoption is permitted for annual financial statements that have not yet been issued or made available for issuance. ASU 2023-09 is to be applied on a prospective basis, but retrospective application is permitted. The company is currently evaluating the potential impact of adopting this new guidance on the consolidated financial statements and related disclosures. Note 2. Business Combinations and Investments in Unconsolidated AffiliatesBusiness CombinationsROCAThe company acquired 100% of ROCA ACERO, S.A. de C.V. (ROCA) on October 1, 2022. The acquisition of ROCA is part of the company's North American raw material procurement strategy. ROCA is headquartered in Monterrey, Mexico, and operates ferrous and nonferrous scrap facilities strategically positioned near high-volume industrial scrap sources located throughout Central and Northern Mexico. The transaction was funded with available cash. Post-acquisition operating results are reflected in the company's financial statements in the metals recycling operations segment.69 Table of Contents Table of Contents Table of Contents Note 1. Description of the Business and Summary of Significant Accounting Policies (Continued)value hedges. The company offsets fair value amounts recognized for derivative instruments executed with the same counterparty under master netting agreements.In the normal course of business, the company has derivative financial instruments in the form of forward contracts in various metallic commodities, may have involvement with derivative financial instruments related to managing fluctuations in foreign exchange rates, and in the past has had derivative financial instruments related to managing fluctuations in interest rates. At the time of acquiring these financial instruments, the company designates and assigns these instruments as hedges of specific assets, liabilities or anticipated transactions. When hedged assets or liabilities are sold or extinguished, or the anticipated transaction being hedged is no longer expected to occur, the company recognizes the gain or loss on the designated hedged financial instrument in earnings.The company routinely enters into forward exchange traded futures to manage price risk associated with nonferrous metal inventory, as well as purchases and sales of nonferrous (primarily aluminum and copper) and ferrous metals, to reduce exposure to commodity related price fluctuations. The company does not enter into these derivative financial instruments for speculative purposes. Recently Issued Accounting PronouncementsIn November 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which is intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The guidance is to be applied retrospectively to all prior periods presented in the financial statements. Upon transition, the segment expense categories and amounts disclosed in the prior periods should be based on the significant segment expense categories identified and disclosed in the period of adoption. The company is currently evaluating the potential impact of adopting this new guidance on the consolidated financial statements and related disclosures. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which modifies the rules on income tax disclosures to require entities to disclose specific categories in the rate reconciliation, the income or loss from continuing operations before income tax expense or benefit (separated between domestic and foreign) and income tax expense or benefit from continuing operations (separated by federal, state and foreign). ASU 2023-09 also requires entities to disclose their income tax payments to international, federal, state and local jurisdictions, among other changes. The guidance is effective for annual periods beginning after December 15, 2024. Early adoption is permitted for annual financial statements that have not yet been issued or made available for issuance. ASU 2023-09 is to be applied on a prospective basis, but retrospective application is permitted. The company is currently evaluating the potential impact of adopting this new guidance on the consolidated financial statements and related disclosures. Note 2. Business Combinations and Investments in Unconsolidated AffiliatesBusiness CombinationsROCAThe company acquired 100% of ROCA ACERO, S.A. de C.V. (ROCA) on October 1, 2022. The acquisition of ROCA is part of the company's North American raw material procurement strategy. ROCA is headquartered in Monterrey, Mexico, and operates ferrous and nonferrous scrap facilities strategically positioned near high-volume industrial scrap sources located throughout Central and Northern Mexico. The transaction was funded with available cash. Post-acquisition operating results are reflected in the company's financial statements in the metals recycling operations segment. **Current (2025):** The company routinely enters into forward exchange traded futures to manage price risk associated with nonferrous metal inventory, as well as purchases and sales of nonferrous (primarily aluminum and copper) and ferrous metals, to reduce exposure to commodity related price fluctuations. The company does not enter into these derivative financial instruments for speculative purposes. The company recognizes all derivatives as either assets or liabilities in the consolidated balance sheets and measures those instruments at fair value. Derivatives that are not designated as hedges must be adjusted to fair value through earnings. Changes in the fair value of derivatives that are designated as hedges, depending on the nature of the hedge, are recognized as either an offset against the change in fair value of the hedged balance sheet item in the case of fair value hedges or as other comprehensive income in the case of cash flow hedges, until the hedged item is recognized in earnings. The ineffective portion of a derivative's change in fair value is immediately recognized in earnings for fair value hedges. The company offsets fair value amounts recognized for derivative instruments executed with the same counterparty under master netting agreements. In the normal course of business, the company has derivative financial instruments in the form of forward contracts in various metallic commodities and those related to managing fluctuations in foreign exchange rates. At the time of acquiring these financial instruments, the company designates and assigns these instruments as hedges of specific assets, liabilities or anticipated transactions. When hedged assets or liabilities are sold or extinguished, or the anticipated transaction being hedged is no longer expected to occur, the company recognizes the gain or loss on the designated hedged financial instrument in earnings. 67 67 Table of ContentsNote 1. Description of the Business and Summary of Significant Accounting Policies (Continued)The fair value of the Company's derivative instruments, along with required margin deposit amounts with the same counterparty under master netting arrangements, totaled $26.0 million and $24.0 million at December 31, 2024 and 2023, respectively, and are reflected in other current assets in the consolidated balance sheets. Total gains and losses related to derivatives in fair value hedging relationships, as well as those not designated as hedging instruments, are recognized in costs of goods sold and were insignificant for the years ended December 31, 2024, 2023, and 2022. Derivatives accounted for as cash flow hedges, for which gains and losses are recognized in other comprehensive income, along with net amounts reclassified from accumulated other comprehensive income, were insignificant for the years ended December 31, 2024, 2023, and 2022. ​Recently Adopted Accounting PronouncementsIn November 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which is intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The company adopted ASU 2023-07 during the year ended December 31, 2024. See Note 12. Segment Information.Recently Issued Not Yet Adopted Accounting Pronouncements In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which modifies the rules on income tax disclosures to require entities to disclose specific categories in the rate reconciliation, the income or loss from continuing operations before income tax expense or benefit (separated between domestic and foreign) and income tax expense or benefit from continuing operations (separated by federal, state and foreign). ASU 2023-09 also requires entities to disclose their income tax payments to international, federal, state, and local jurisdictions, among other changes. The guidance is effective for annual periods beginning after December 15, 2024. Early adoption is permitted for annual financial statements that have not yet been issued or made available for issuance. ASU 2023-09 is to be applied on a prospective basis, but retrospective application is permitted. The company is currently evaluating the impact of adopting ASU 2023-09. In November 2024, the FASB issued ASU 2024-03, Income Statement Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, requiring public entitles to disclose additional information about specific expense categories in the notes to the financial statements on an interim and annual basis. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and for interim periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2024-03.Note 2. Business Combinations and Investments in Unconsolidated AffiliatesBusiness CombinationsROCAThe company acquired 100% of ROCA ACERO, S.A. de C.V. (ROCA) on October 1, 2022. The acquisition of ROCA is part of the company's North American raw material procurement strategy. ROCA is headquartered in Monterrey, Mexico, and operates ferrous and nonferrous scrap facilities strategically positioned near high-volume industrial scrap sources located throughout Central and Northern Mexico. The transaction was funded with available cash. Post-acquisition operating results are reflected in the company's financial statements in the metals recycling operations segment.​68 Table of Contents Table of Contents Table of Contents Note 1. Description of the Business and Summary of Significant Accounting Policies (Continued)The fair value of the Company's derivative instruments, along with required margin deposit amounts with the same counterparty under master netting arrangements, totaled $26.0 million and $24.0 million at December 31, 2024 and 2023, respectively, and are reflected in other current assets in the consolidated balance sheets. Total gains and losses related to derivatives in fair value hedging relationships, as well as those not designated as hedging instruments, are recognized in costs of goods sold and were insignificant for the years ended December 31, 2024, 2023, and 2022. Derivatives accounted for as cash flow hedges, for which gains and losses are recognized in other comprehensive income, along with net amounts reclassified from accumulated other comprehensive income, were insignificant for the years ended December 31, 2024, 2023, and 2022. ​Recently Adopted Accounting PronouncementsIn November 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which is intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The company adopted ASU 2023-07 during the year ended December 31, 2024. See Note 12. Segment Information.Recently Issued Not Yet Adopted Accounting Pronouncements In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which modifies the rules on income tax disclosures to require entities to disclose specific categories in the rate reconciliation, the income or loss from continuing operations before income tax expense or benefit (separated between domestic and foreign) and income tax expense or benefit from continuing operations (separated by federal, state and foreign). ASU 2023-09 also requires entities to disclose their income tax payments to international, federal, state, and local jurisdictions, among other changes. The guidance is effective for annual periods beginning after December 15, 2024. Early adoption is permitted for annual financial statements that have not yet been issued or made available for issuance. ASU 2023-09 is to be applied on a prospective basis, but retrospective application is permitted. The company is currently evaluating the impact of adopting ASU 2023-09. In November 2024, the FASB issued ASU 2024-03, Income Statement Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, requiring public entitles to disclose additional information about specific expense categories in the notes to the financial statements on an interim and annual basis. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and for interim periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2024-03.Note 2. Business Combinations and Investments in Unconsolidated AffiliatesBusiness CombinationsROCAThe company acquired 100% of ROCA ACERO, S.A. de C.V. (ROCA) on October 1, 2022. The acquisition of ROCA is part of the company's North American raw material procurement strategy. ROCA is headquartered in Monterrey, Mexico, and operates ferrous and nonferrous scrap facilities strategically positioned near high-volume industrial scrap sources located throughout Central and Northern Mexico. The transaction was funded with available cash. Post-acquisition operating results are reflected in the company's financial statements in the metals recycling operations segment.​ Note 1. Description of the Business and Summary of Significant Accounting Policies (Continued)The fair value of the Company's derivative instruments, along with required margin deposit amounts with the same counterparty under master netting arrangements, totaled $26.0 million and $24.0 million at December 31, 2024 and 2023, respectively, and are reflected in other current assets in the consolidated balance sheets. Total gains and losses related to derivatives in fair value hedging relationships, as well as those not designated as hedging instruments, are recognized in costs of goods sold and were insignificant for the years ended December 31, 2024, 2023, and 2022. Derivatives accounted for as cash flow hedges, for which gains and losses are recognized in other comprehensive income, along with net amounts reclassified from accumulated other comprehensive income, were insignificant for the years ended December 31, 2024, 2023, and 2022. ​Recently Adopted Accounting PronouncementsIn November 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which is intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The company adopted ASU 2023-07 during the year ended December 31, 2024. See Note 12. Segment Information.Recently Issued Not Yet Adopted Accounting Pronouncements In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which modifies the rules on income tax disclosures to require entities to disclose specific categories in the rate reconciliation, the income or loss from continuing operations before income tax expense or benefit (separated between domestic and foreign) and income tax expense or benefit from continuing operations (separated by federal, state and foreign). ASU 2023-09 also requires entities to disclose their income tax payments to international, federal, state, and local jurisdictions, among other changes. The guidance is effective for annual periods beginning after December 15, 2024. Early adoption is permitted for annual financial statements that have not yet been issued or made available for issuance. ASU 2023-09 is to be applied on a prospective basis, but retrospective application is permitted. The company is currently evaluating the impact of adopting ASU 2023-09. In November 2024, the FASB issued ASU 2024-03, Income Statement Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, requiring public entitles to disclose additional information about specific expense categories in the notes to the financial statements on an interim and annual basis. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and for interim periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2024-03.Note 2. Business Combinations and Investments in Unconsolidated AffiliatesBusiness CombinationsROCAThe company acquired 100% of ROCA ACERO, S.A. de C.V. (ROCA) on October 1, 2022. The acquisition of ROCA is part of the company's North American raw material procurement strategy. ROCA is headquartered in Monterrey, Mexico, and operates ferrous and nonferrous scrap facilities strategically positioned near high-volume industrial scrap sources located throughout Central and Northern Mexico. The transaction was funded with available cash. Post-acquisition operating results are reflected in the company's financial statements in the metals recycling operations segment.​ --- ## Modified: Inc. stockholders **Key changes:** - Reworded sentence: "$ 9.89 ​ $ 14.72 ​ $ 21.06 ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted average common shares outstanding ​ 155,420 ​ ​ 166,552 ​ ​ 183,393 ​ ​ ​ ​ ​ ​ ​ ​ ​" **Prior (2024):** $ 14.72 ​ $ 21.06 ​ $ 15.67 ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted average common shares outstanding ​ 166,552 ​ ​ 183,393 ​ ​ 205,115 ​ ​ ​ ​ ​ ​ ​ ​ ​ **Current (2025):** $ 9.89 ​ $ 14.72 ​ $ 21.06 ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted average common shares outstanding ​ 155,420 ​ ​ 166,552 ​ ​ 183,393 ​ ​ ​ ​ ​ ​ ​ ​ ​ --- ## Modified: Description of the Business **Key changes:** - Reworded sentence: "The company has four reporting segments: steel operations, metals recycling operations, steel fabrication operations, and aluminum operations." - Reworded sentence: "Approximately 5% of the company's workforce in four locations is represented by collective bargaining agreements, and agreements affecting 0.5% of the company's employees at one location expires during 2025." **Prior (2024):** Steel Dynamics, Inc. (SDI), together with its subsidiaries (the company), is one of the largest and most diversified domestic steel producers and metals recycler, combined with a meaningful steel fabrication manufacturing platform. Effective the fourth quarter 2023, the company changed its reportable segments, consistent with how it currently manages the business, representing four reporting segments: steel operations, metals recycling operations, steel fabrication operations, and aluminum operations. Segment information provided within this Form 10-K, including that within Note 13. Segment Information, has been recast for all prior periods consistent with the current reportable segment presentation. Approximately 6% of the company's workforce in five locations is represented by collective bargaining agreements, none of which are expiring in 2023. **Current (2025):** Steel Dynamics, Inc. (SDI), together with its subsidiaries (the company), is one of the largest and most diversified domestic steel producers and metals recycler, combined with a meaningful steel fabrication manufacturing platform. The company has four reporting segments: steel operations, metals recycling operations, steel fabrication operations, and aluminum operations. Effective the fourth quarter 2024, results from an entity previously reported within the metals recycling operations segment were moved to the aluminum operations segment, consistent with a change in how the company's chief operating decision maker manages the business. Segment information provided within this Form 10-K, including that within Note 12. Segment Information, has been recast for all prior periods consistent with the current reportable segment presentation. Approximately 5% of the company's workforce in four locations is represented by collective bargaining agreements, and agreements affecting 0.5% of the company's employees at one location expires during 2025. --- ## Modified: Comprehensive income attributable to Steel Dynamics, Inc. **Key changes:** - Reworded sentence: "$ 1,536,713 ​ $ 2,450,414 ​ $ 3,865,654 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ See notes to consolidated financial statements." **Prior (2024):** $ 2,450,414 ​ $ 3,865,654 ​ $ 3,210,073 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ See notes to consolidated financial statements. ​ 60 60 Table of ContentsSTEEL DYNAMICS, INC.CONSOLIDATED STATEMENTS OF EQUITY(in thousands)​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​Accumulated​​​​​​​​​​​​​​​​​​​​​​Additional ​​​Other​​​​​Redeemable​Shares​Common​Treasury​Paid-In​Retained​Comprehensive​Noncontrolling​Total​Noncontrolling​Common​Treasury​Stock​Stock​Capital​Earnings​Income (Loss)​Interests​Equity​InterestsBalances at January 1, 2021​ 210,914​​ 55,704​​ 648​​ (1,623,747)​​ 1,207,392​​ 4,758,969​​ 1,902​​ (155,552)​​ 4,189,612​​ 158,614Dividends declared​ -​​ -​​ -​​ -​​ -​​ (210,939)​​ -​​ -​​ (210,939)​​ -Noncontrolling investors, net​ -​​ -​​ -​​ -​​ -​​ (150)​​ -​​ (73,080)​​ (73,230)​​ 52,800Share repurchases​ (16,867)​​ 16,867​​ -​​ (1,060,632)​​ -​​ -​​ -​​ -​​ (1,060,632)​​ -Equity-based compensation ​ 951​​ (344)​​ 1​​ 10,112​​ 11,541​​ (529)​​ -​​ -​​ 21,125​​ -Net income​ -​​ -​​ -​​ -​​ -​​ 3,214,066​​ -​​ 32,748​​ 3,246,814​​ -Other comprehensive loss, net of tax​ -​​ -​​ -​​ -​​ -​​ -​​ (3,993)​​ -​​ (3,993)​​ -Balances at December 31, 2021​ 194,998​​ 72,227​​ 649​​ (2,674,267)​​ 1,218,933​​ 7,761,417​​ (2,091)​​ (195,884)​​ 6,108,757​​ 211,414Dividends declared​ -​​ -​​ -​​ -​​ -​​ (245,287)​​ -​​ -​​ (245,287)​​ -Noncontrolling investors, net​ -​​ -​​ -​​ -​​ 630​​ (2,495)​​ -​​ (36,989)​​ (38,854)​​ (29,911)Share repurchases​ (22,996)​​ 22,996​​ -​​ (1,800,905)​​ -​​ -​​ -​​ -​​ (1,800,905)​​ -Equity-based compensation ​ 934​​ (397)​​ 1​​ 15,659​​ (6,997)​​ (544)​​ -​​ -​​ 8,119​​ -Net income​ -​​ -​​ -​​ -​​ -​​ 3,862,674​​ -​​ 16,818​​ 3,879,492​​ -Other comprehensive income, net of tax​ -​​ -​​ -​​ -​​ -​​ -​​ 2,980​​ -​​ 2,980​​ -Balances at December 31, 2022​ 172,936​​ 94,826​$ 650​$ (4,459,513)​$ 1,212,566​$ 11,375,765​$ 889​$ (216,055)​$ 7,914,302​$ 181,503Dividends declared​ -​​ -​​ -​​ -​​ -​​ (280,501)​​ -​​ -​​ (280,501)​​ -Noncontrolling investors, net​ -​​ -​​ -​​ -​​ -​​ -​​ -​​ 1,254​​ 1,254​​ (10,291)Share repurchases​ (13,394)​​ 13,394​​ -​​ (1,452,203)​​ -​​ -​​ -​​ -​​ (1,452,203)​​ -Equity-based compensation ​ 476​​ (125)​​ 1​​ 14,110​​ 5,044​​ (556)​​ -​​ -​​ 18,599​​ -Net income​ -​​ -​​ -​​ -​​ -​​ 2,450,882​​ -​​ 16,450​​ 2,467,332​​ -Other comprehensive loss, net of tax​ -​​ -​​ -​​ -​​ -​​ -​​ (468)​​ -​​ (468)​​ -Balances at December 31, 2023​ 160,018​​ 108,095​$ 651​$ (5,897,606)​$ 1,217,610​$ 13,545,590​$ 421​$ (198,351)​$ 8,668,315​$ 171,212​​​​​​​​​​​​​​​​​​​​​​​​​​​​​See notes to consolidated financial statements.​​61 Table of Contents Table of Contents Table of Contents STEEL DYNAMICS, INC.CONSOLIDATED STATEMENTS OF EQUITY(in thousands)​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​Accumulated​​​​​​​​​​​​​​​​​​​​​​Additional ​​​Other​​​​​Redeemable​Shares​Common​Treasury​Paid-In​Retained​Comprehensive​Noncontrolling​Total​Noncontrolling​Common​Treasury​Stock​Stock​Capital​Earnings​Income (Loss)​Interests​Equity​InterestsBalances at January 1, 2021​ 210,914​​ 55,704​​ 648​​ (1,623,747)​​ 1,207,392​​ 4,758,969​​ 1,902​​ (155,552)​​ 4,189,612​​ 158,614Dividends declared​ -​​ -​​ -​​ -​​ -​​ (210,939)​​ -​​ -​​ (210,939)​​ -Noncontrolling investors, net​ -​​ -​​ -​​ -​​ -​​ (150)​​ -​​ (73,080)​​ (73,230)​​ 52,800Share repurchases​ (16,867)​​ 16,867​​ -​​ (1,060,632)​​ -​​ -​​ -​​ -​​ (1,060,632)​​ -Equity-based compensation ​ 951​​ (344)​​ 1​​ 10,112​​ 11,541​​ (529)​​ -​​ -​​ 21,125​​ -Net income​ -​​ -​​ -​​ -​​ -​​ 3,214,066​​ -​​ 32,748​​ 3,246,814​​ -Other comprehensive loss, net of tax​ -​​ -​​ -​​ -​​ -​​ -​​ (3,993)​​ -​​ (3,993)​​ -Balances at December 31, 2021​ 194,998​​ 72,227​​ 649​​ (2,674,267)​​ 1,218,933​​ 7,761,417​​ (2,091)​​ (195,884)​​ 6,108,757​​ 211,414Dividends declared​ -​​ -​​ -​​ -​​ -​​ (245,287)​​ -​​ -​​ (245,287)​​ -Noncontrolling investors, net​ -​​ -​​ -​​ -​​ 630​​ (2,495)​​ -​​ (36,989)​​ (38,854)​​ (29,911)Share repurchases​ (22,996)​​ 22,996​​ -​​ (1,800,905)​​ -​​ -​​ -​​ -​​ (1,800,905)​​ -Equity-based compensation ​ 934​​ (397)​​ 1​​ 15,659​​ (6,997)​​ (544)​​ -​​ -​​ 8,119​​ -Net income​ -​​ -​​ -​​ -​​ -​​ 3,862,674​​ -​​ 16,818​​ 3,879,492​​ -Other comprehensive income, net of tax​ -​​ -​​ -​​ -​​ -​​ -​​ 2,980​​ -​​ 2,980​​ -Balances at December 31, 2022​ 172,936​​ 94,826​$ 650​$ (4,459,513)​$ 1,212,566​$ 11,375,765​$ 889​$ (216,055)​$ 7,914,302​$ 181,503Dividends declared​ -​​ -​​ -​​ -​​ -​​ (280,501)​​ -​​ -​​ (280,501)​​ -Noncontrolling investors, net​ -​​ -​​ -​​ -​​ -​​ -​​ -​​ 1,254​​ 1,254​​ (10,291)Share repurchases​ (13,394)​​ 13,394​​ -​​ (1,452,203)​​ -​​ -​​ -​​ -​​ (1,452,203)​​ -Equity-based compensation ​ 476​​ (125)​​ 1​​ 14,110​​ 5,044​​ (556)​​ -​​ -​​ 18,599​​ -Net income​ -​​ -​​ -​​ -​​ -​​ 2,450,882​​ -​​ 16,450​​ 2,467,332​​ -Other comprehensive loss, net of tax​ -​​ -​​ -​​ -​​ -​​ -​​ (468)​​ -​​ (468)​​ -Balances at December 31, 2023​ 160,018​​ 108,095​$ 651​$ (5,897,606)​$ 1,217,610​$ 13,545,590​$ 421​$ (198,351)​$ 8,668,315​$ 171,212​​​​​​​​​​​​​​​​​​​​​​​​​​​​​See notes to consolidated financial statements.​​ **Current (2025):** $ 1,536,713 ​ $ 2,450,414 ​ $ 3,865,654 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ See notes to consolidated financial statements. ​ 58 58 Table of ContentsSTEEL DYNAMICS, INC.CONSOLIDATED STATEMENTS OF EQUITY(in thousands)​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​Accumulated​​​​​​​​​​​​​​​​​​​​​​Additional ​​​Other​​​​​Redeemable​Shares​Common​Treasury​Paid-In​Retained​Comprehensive​Noncontrolling​Total​Noncontrolling​Common​Treasury​Stock​Stock​Capital​Earnings​Income (Loss)​Interests​Equity​InterestsBalances at January 1, 2022​ 194,998​​ 72,227​​ 649​​ (2,674,267)​​ 1,218,933​​ 7,761,417​​ (2,091)​​ (195,884)​​ 6,108,757​​ 211,414Dividends declared​ -​​ -​​ -​​ -​​ -​​ (245,287)​​ -​​ -​​ (245,287)​​ -Noncontrolling investors, net​ -​​ -​​ -​​ -​​ 630​​ (2,495)​​ -​​ (36,989)​​ (38,854)​​ (29,911)Share repurchases​ (22,996)​​ 22,996​​ -​​ (1,800,905)​​ -​​ -​​ -​​ -​​ (1,800,905)​​ -Equity-based compensation ​ 934​​ (397)​​ 1​​ 15,659​​ (6,997)​​ (544)​​ -​​ -​​ 8,119​​ -Net income​ -​​ -​​ -​​ -​​ -​​ 3,862,674​​ -​​ 16,818​​ 3,879,492​​ -Other comprehensive loss, net of tax​ -​​ -​​ -​​ -​​ -​​ -​​ 2,980​​ -​​ 2,980​​ -Balances at December 31, 2022​ 172,936​​ 94,826​$ 650​$ (4,459,513)​$ 1,212,566​$ 11,375,765​$ 889​$ (216,055)​$ 7,914,302​$ 181,503Dividends declared​ -​​ -​​ -​​ -​​ -​​ (280,501)​​ -​​ -​​ (280,501)​​ -Noncontrolling investors, net​ -​​ -​​ -​​ -​​ -​​ -​​ -​​ 1,254​​ 1,254​​ (10,291)Share repurchases​ (13,394)​​ 13,394​​ -​​ (1,452,203)​​ -​​ -​​ -​​ -​​ (1,452,203)​​ -Equity-based compensation ​ 476​​ (125)​​ 1​​ 14,110​​ 5,044​​ (556)​​ -​​ -​​ 18,599​​ -Net income​ -​​ -​​ -​​ -​​ -​​ 2,450,882​​ -​​ 16,450​​ 2,467,332​​ -Other comprehensive income, net of tax​ -​​ -​​ -​​ -​​ -​​ -​​ (468)​​ -​​ (468)​​ -Balances at December 31, 2023​ 160,018​​ 108,095​$ 651​$ (5,897,606)​$ 1,217,610​$ 13,545,590​$ 421​$ (198,351)​$ 8,668,315​$ 171,212Dividends declared​ -​​ -​​ -​​ -​​ -​​ (284,122)​​ -​​ -​​ (284,122)​​ -Noncontrolling investors, net​ -​​ -​​ -​​ -​​ 1,350​​ -​​ -​​ 25,276​​ 26,626​​ -Share repurchases​ (9,432)​​ 9,432​​ -​​ (1,212,164)​​ -​​ -​​ -​​ -​​ (1,212,164)​​ -Equity-based compensation ​ 531​​ (267)​​ 1​​ 15,504​​ 10,859​​ (520)​​ -​​ -​​ 25,844​​ -Net income​ -​​ -​​ -​​ -​​ -​​ 1,537,134​​ -​​ 12,822​​ 1,549,956​​ -Other comprehensive loss, net of tax​ -​​ -​​ -​​ -​​ -​​ -​​ (421)​​ -​​ (421)​​ -Balances at December 31, 2024​ 151,117​​ 117,260​$ 652​$ (7,094,266)​$ 1,229,819​$ 14,798,082​$ -​$ (160,253)​$ 8,774,034​$ 171,212​​​​​​​​​​​​​​​​​​​​​​​​​​​​​See notes to consolidated financial statements.​​59 Table of Contents Table of Contents Table of Contents STEEL DYNAMICS, INC.CONSOLIDATED STATEMENTS OF EQUITY(in thousands)​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​Accumulated​​​​​​​​​​​​​​​​​​​​​​Additional ​​​Other​​​​​Redeemable​Shares​Common​Treasury​Paid-In​Retained​Comprehensive​Noncontrolling​Total​Noncontrolling​Common​Treasury​Stock​Stock​Capital​Earnings​Income (Loss)​Interests​Equity​InterestsBalances at January 1, 2022​ 194,998​​ 72,227​​ 649​​ (2,674,267)​​ 1,218,933​​ 7,761,417​​ (2,091)​​ (195,884)​​ 6,108,757​​ 211,414Dividends declared​ -​​ -​​ -​​ -​​ -​​ (245,287)​​ -​​ -​​ (245,287)​​ -Noncontrolling investors, net​ -​​ -​​ -​​ -​​ 630​​ (2,495)​​ -​​ (36,989)​​ (38,854)​​ (29,911)Share repurchases​ (22,996)​​ 22,996​​ -​​ (1,800,905)​​ -​​ -​​ -​​ -​​ (1,800,905)​​ -Equity-based compensation ​ 934​​ (397)​​ 1​​ 15,659​​ (6,997)​​ (544)​​ -​​ -​​ 8,119​​ -Net income​ -​​ -​​ -​​ -​​ -​​ 3,862,674​​ -​​ 16,818​​ 3,879,492​​ -Other comprehensive loss, net of tax​ -​​ -​​ -​​ -​​ -​​ -​​ 2,980​​ -​​ 2,980​​ -Balances at December 31, 2022​ 172,936​​ 94,826​$ 650​$ (4,459,513)​$ 1,212,566​$ 11,375,765​$ 889​$ (216,055)​$ 7,914,302​$ 181,503Dividends declared​ -​​ -​​ -​​ -​​ -​​ (280,501)​​ -​​ -​​ (280,501)​​ -Noncontrolling investors, net​ -​​ -​​ -​​ -​​ -​​ -​​ -​​ 1,254​​ 1,254​​ (10,291)Share repurchases​ (13,394)​​ 13,394​​ -​​ (1,452,203)​​ -​​ -​​ -​​ -​​ (1,452,203)​​ -Equity-based compensation ​ 476​​ (125)​​ 1​​ 14,110​​ 5,044​​ (556)​​ -​​ -​​ 18,599​​ -Net income​ -​​ -​​ -​​ -​​ -​​ 2,450,882​​ -​​ 16,450​​ 2,467,332​​ -Other comprehensive income, net of tax​ -​​ -​​ -​​ -​​ -​​ -​​ (468)​​ -​​ (468)​​ -Balances at December 31, 2023​ 160,018​​ 108,095​$ 651​$ (5,897,606)​$ 1,217,610​$ 13,545,590​$ 421​$ (198,351)​$ 8,668,315​$ 171,212Dividends declared​ -​​ -​​ -​​ -​​ -​​ (284,122)​​ -​​ -​​ (284,122)​​ -Noncontrolling investors, net​ -​​ -​​ -​​ -​​ 1,350​​ -​​ -​​ 25,276​​ 26,626​​ -Share repurchases​ (9,432)​​ 9,432​​ -​​ (1,212,164)​​ -​​ -​​ -​​ -​​ (1,212,164)​​ -Equity-based compensation ​ 531​​ (267)​​ 1​​ 15,504​​ 10,859​​ (520)​​ -​​ -​​ 25,844​​ -Net income​ -​​ -​​ -​​ -​​ -​​ 1,537,134​​ -​​ 12,822​​ 1,549,956​​ -Other comprehensive loss, net of tax​ -​​ -​​ -​​ -​​ -​​ -​​ (421)​​ -​​ (421)​​ -Balances at December 31, 2024​ 151,117​​ 117,260​$ 652​$ (7,094,266)​$ 1,229,819​$ 14,798,082​$ -​$ (160,253)​$ 8,774,034​$ 171,212​​​​​​​​​​​​​​​​​​​​​​​​​​​​​See notes to consolidated financial statements.​​ STEEL DYNAMICS, INC.CONSOLIDATED STATEMENTS OF EQUITY(in thousands)​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​Accumulated​​​​​​​​​​​​​​​​​​​​​​Additional ​​​Other​​​​​Redeemable​Shares​Common​Treasury​Paid-In​Retained​Comprehensive​Noncontrolling​Total​Noncontrolling​Common​Treasury​Stock​Stock​Capital​Earnings​Income (Loss)​Interests​Equity​InterestsBalances at January 1, 2022​ 194,998​​ 72,227​​ 649​​ (2,674,267)​​ 1,218,933​​ 7,761,417​​ (2,091)​​ (195,884)​​ 6,108,757​​ 211,414Dividends declared​ -​​ -​​ -​​ -​​ -​​ (245,287)​​ -​​ -​​ (245,287)​​ -Noncontrolling investors, net​ -​​ -​​ -​​ -​​ 630​​ (2,495)​​ -​​ (36,989)​​ (38,854)​​ (29,911)Share repurchases​ (22,996)​​ 22,996​​ -​​ (1,800,905)​​ -​​ -​​ -​​ -​​ (1,800,905)​​ -Equity-based compensation ​ 934​​ (397)​​ 1​​ 15,659​​ (6,997)​​ (544)​​ -​​ -​​ 8,119​​ -Net income​ -​​ -​​ -​​ -​​ -​​ 3,862,674​​ -​​ 16,818​​ 3,879,492​​ -Other comprehensive loss, net of tax​ -​​ -​​ -​​ -​​ -​​ -​​ 2,980​​ -​​ 2,980​​ -Balances at December 31, 2022​ 172,936​​ 94,826​$ 650​$ (4,459,513)​$ 1,212,566​$ 11,375,765​$ 889​$ (216,055)​$ 7,914,302​$ 181,503Dividends declared​ -​​ -​​ -​​ -​​ -​​ (280,501)​​ -​​ -​​ (280,501)​​ -Noncontrolling investors, net​ -​​ -​​ -​​ -​​ -​​ -​​ -​​ 1,254​​ 1,254​​ (10,291)Share repurchases​ (13,394)​​ 13,394​​ -​​ (1,452,203)​​ -​​ -​​ -​​ -​​ (1,452,203)​​ -Equity-based compensation ​ 476​​ (125)​​ 1​​ 14,110​​ 5,044​​ (556)​​ -​​ -​​ 18,599​​ -Net income​ -​​ -​​ -​​ -​​ -​​ 2,450,882​​ -​​ 16,450​​ 2,467,332​​ -Other comprehensive income, net of tax​ -​​ -​​ -​​ -​​ -​​ -​​ (468)​​ -​​ (468)​​ -Balances at December 31, 2023​ 160,018​​ 108,095​$ 651​$ (5,897,606)​$ 1,217,610​$ 13,545,590​$ 421​$ (198,351)​$ 8,668,315​$ 171,212Dividends declared​ -​​ -​​ -​​ -​​ -​​ (284,122)​​ -​​ -​​ (284,122)​​ -Noncontrolling investors, net​ -​​ -​​ -​​ -​​ 1,350​​ -​​ -​​ 25,276​​ 26,626​​ -Share repurchases​ (9,432)​​ 9,432​​ -​​ (1,212,164)​​ -​​ -​​ -​​ -​​ (1,212,164)​​ -Equity-based compensation ​ 531​​ (267)​​ 1​​ 15,504​​ 10,859​​ (520)​​ -​​ -​​ 25,844​​ -Net income​ -​​ -​​ -​​ -​​ -​​ 1,537,134​​ -​​ 12,822​​ 1,549,956​​ -Other comprehensive loss, net of tax​ -​​ -​​ -​​ -​​ -​​ -​​ (421)​​ -​​ (421)​​ -Balances at December 31, 2024​ 151,117​​ 117,260​$ 652​$ (7,094,266)​$ 1,229,819​$ 14,798,082​$ -​$ (160,253)​$ 8,774,034​$ 171,212​​​​​​​​​​​​​​​​​​​​​​​​​​​​​See notes to consolidated financial statements.​​ --- ## Modified: Intangible assets, net **Key changes:** - Reworded sentence: "​ 227,234 ​ ​ ​ 257,759 Goodwill ​ 477,471 ​ ​ ​ 477,471" **Prior (2024):** ​ 257,759 ​ ​ ​ 267,507 Goodwill ​ 477,471 ​ ​ ​ 502,067 **Current (2025):** ​ 227,234 ​ ​ ​ 257,759 Goodwill ​ 477,471 ​ ​ ​ 477,471 --- ## Modified: Years Ended December 31, **Key changes:** - Reworded sentence: "​ 2024 ​ 2023 ​ 2022 ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income $ 1,549,956 ​ $ 2,467,332 ​ $ 3,879,492" **Prior (2024):** ​ ​ ​ 2023 ​ % Change ​ 2022 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net sales ​ ​ ​ ​ ​ ​ ​ ​ ​ Steel Operations $ 13,067,622 ​ (13)% ​ $ 15,100,996 ​ ​ Metals Recycling Operations ​ 4,360,127 ​ (1)% ​ ​ 4,395,668 ​ ​ Steel Fabrication Operations ​ 2,806,777 ​ (34)% ​ ​ 4,257,207 ​ ​ Aluminum Operations ​ - ​ - ​ ​ - ​ ​ Other ​ 1,171,901 ​ (9)% ​ ​ 1,287,980 ​ ​ ​ ​ 21,406,427 ​ ​ ​ ​ 25,041,851 ​ ​ Intra-company ​ (2,611,111) ​ ​ ​ ​ (2,781,077) ​ ​ ​ $ 18,795,316 ​ (16)% ​ $ 22,260,774 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating income (loss) ​ ​ ​ ​ ​ ​ ​ ​ ​ Steel Operations $ 1,881,600 ​ (39)% ​ $ 3,092,689 ​ ​ Metals Recycling Operations ​ 88,654 ​ (24)% ​ ​ 116,497 ​ ​ Steel Fabrication Operations ​ 1,593,261 ​ (34)% ​ ​ 2,424,655 ​ ​ Aluminum Operations ​ (23,773) ​ (909)% ​ ​ (2,355) ​ ​ Other ​ (394,577) ​ 34% ​ ​ (594,045) ​ ​ ​ ​ 3,145,165 ​ ​ ​ ​ 5,037,441 ​ ​ Intra-company ​ 6,016 ​ ​ ​ ​ 54,381 ​ ​ ​ $ 3,151,181 ​ (38)% ​ $ 5,091,822 ​ ​ ​ 41 41 Table of Contents​Steel Operations Segment​Steel operations consist of our electric arc furnace (EAF) steel mills, producing steel from ferrous scrap and scrap substitutes, utilizing continuous casting, automated rolling mills and numerous steel coating, processing lines and warehouse operations. Our steel operations sell directly to end-users, steel fabricators, and service centers. These products are used in numerous industry sectors, including the construction, automotive, manufacturing, transportation, heavy and agriculture equipment, energy and pipe and tube (including OCTG) markets. Steel operations accounted for 67% and 65% of our consolidated net sales during 2023 and 2022, respectively. See Item 1. Business for further information on Steel Operations segment operations.Steel Operations Shipments (tons):​​​​​​​​​​​​​​​​​​ Years Ended December 31, ​​​2023​% Change​2022​​Total shipments 12,821,753​5% ​ 12,159,189​​Intra-segment shipments (1,449,832)​​​ (1,354,940)​​Steel Operations Segment shipments 11,371,921​5% ​ 10,804,249​​​​​​​​​​External shipments 10,976,707​5% ​ 10,411,490​​​42 Table of Contents Table of Contents Table of Contents ​Steel Operations Segment​Steel operations consist of our electric arc furnace (EAF) steel mills, producing steel from ferrous scrap and scrap substitutes, utilizing continuous casting, automated rolling mills and numerous steel coating, processing lines and warehouse operations. Our steel operations sell directly to end-users, steel fabricators, and service centers. These products are used in numerous industry sectors, including the construction, automotive, manufacturing, transportation, heavy and agriculture equipment, energy and pipe and tube (including OCTG) markets. Steel operations accounted for 67% and 65% of our consolidated net sales during 2023 and 2022, respectively. See Item 1. Business for further information on Steel Operations segment operations.Steel Operations Shipments (tons):​​​​​​​​​​​​​​​​​​ Years Ended December 31, ​​​2023​% Change​2022​​Total shipments 12,821,753​5% ​ 12,159,189​​Intra-segment shipments (1,449,832)​​​ (1,354,940)​​Steel Operations Segment shipments 11,371,921​5% ​ 10,804,249​​​​​​​​​​External shipments 10,976,707​5% ​ 10,411,490​​​ ​ **Current (2025):** ​ ​ ​ 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 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. 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.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. 2023During 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. 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. 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 Table of Contents 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. 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.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. 2023During 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. 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. 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.​ ​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. 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.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. 2023During 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. 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. 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.​ ​ --- ## Modified: Outstanding Debt Maturities **Key changes:** - Reworded sentence: "Maturities of outstanding debt as of December 31, 2024, are as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2025 ​ $ 427,442 ​ ​ 2026 ​ ​ 400,896 ​ ​ 2027 ​ ​ 350,465 ​ ​ 2028 ​ ​ - ​ ​ 2029 ​ ​ - ​ ​ Thereafter ​ ​ 2,100,000 ​ ​ ​ ​ $ 3,278,803 ​ ​ The company capitalizes interest on all qualifying construction in progress assets." **Prior (2024):** Maturities of outstanding debt as of December 31, 2023, are as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2024 ​ $ 460,694 ​ ​ 2025 ​ ​ 400,653 ​ ​ 2026 ​ ​ 400,453 ​ ​ 2027 ​ ​ 350,036 ​ ​ 2028 ​ ​ - ​ ​ Thereafter ​ ​ 1,500,000 ​ ​ ​ ​ $ 3,111,836 ​ ​ The company capitalizes interest on all qualifying construction in progress assets. For the years ended December 31, 2023, 2022, and 2021, total interest costs incurred were $109.5 million, $107.4 million, and $107.7 million, respectively, of which $33.0 million, $15.8 million, and $50.5 million, respectively, were capitalized. 72 72 Table of ContentsNote 4. Income TaxesComponents of earnings before income taxes and noncontrolling interests for the years ended December 31 are as follows (in thousands):​​​​​​​​​​​​​2023​2022​2021​​United States$ 3,198,048​$ 4,996,762​$ 4,179,064​​Foreign​ 20,895​​ 24,307​​ 30,006​​ Total income before income taxes$ 3,218,943​$ 5,021,069​$ 4,209,070​​The company files a consolidated federal income tax return. The provision for income tax expense for the years ended December 31 is as follows (in thousands):​​​​​​​​​​​​​​​​​​​​​​​​2023​2022​2021​​Current income tax expense ​​​​​​​​​​Federal$ 600,499​$ 946,016​$ 517,272​​State​ 91,965​​ 152,758​​ 116,448​​Foreign​ 3,482​​ 8,605​​ 9,919​​Total current​ 695,946​​ 1,107,379​​ 643,639​​Deferred income tax expense​​​​​​​​​​Federal​ 38,172​​ 22,168​​ 304,235​​State​ 15,355​​ 13,333​​ 16,226​​Foreign​ 2,138​​ (1,303)​​ (1,844)​​Total deferred​ 55,665​​ 34,198​​ 318,617​​Total income tax expense $ 751,611​$ 1,141,577​$ 962,256​​A reconciliation of the statutory rates to the actual effective tax rates for the years ended December 31 are as follows:​​​​​​​​​​​​​​​​2023​2022​2021​​Statutory federal tax rate ​ 21.0%​​ 21.0%​​ 21.0%​​ State income taxes, net of federal benefit ​ 2.6​​​ 2.6​​​ 2.5​​​ Federal research & development credits​ (0.2)​​​ (0.6)​​​ (0.7)​​​ Other permanent differences ​ (0.1)​​​ (0.3)​​​ 0.1​​​Effective tax rate ​23.3%​​22.7%​​22.9%​​​​73 Table of Contents Table of Contents Table of Contents Note 4. Income TaxesComponents of earnings before income taxes and noncontrolling interests for the years ended December 31 are as follows (in thousands):​​​​​​​​​​​​​2023​2022​2021​​United States$ 3,198,048​$ 4,996,762​$ 4,179,064​​Foreign​ 20,895​​ 24,307​​ 30,006​​ Total income before income taxes$ 3,218,943​$ 5,021,069​$ 4,209,070​​The company files a consolidated federal income tax return. The provision for income tax expense for the years ended December 31 is as follows (in thousands):​​​​​​​​​​​​​​​​​​​​​​​​2023​2022​2021​​Current income tax expense ​​​​​​​​​​Federal$ 600,499​$ 946,016​$ 517,272​​State​ 91,965​​ 152,758​​ 116,448​​Foreign​ 3,482​​ 8,605​​ 9,919​​Total current​ 695,946​​ 1,107,379​​ 643,639​​Deferred income tax expense​​​​​​​​​​Federal​ 38,172​​ 22,168​​ 304,235​​State​ 15,355​​ 13,333​​ 16,226​​Foreign​ 2,138​​ (1,303)​​ (1,844)​​Total deferred​ 55,665​​ 34,198​​ 318,617​​Total income tax expense $ 751,611​$ 1,141,577​$ 962,256​​A reconciliation of the statutory rates to the actual effective tax rates for the years ended December 31 are as follows:​​​​​​​​​​​​​​​​2023​2022​2021​​Statutory federal tax rate ​ 21.0%​​ 21.0%​​ 21.0%​​ State income taxes, net of federal benefit ​ 2.6​​​ 2.6​​​ 2.5​​​ Federal research & development credits​ (0.2)​​​ (0.6)​​​ (0.7)​​​ Other permanent differences ​ (0.1)​​​ (0.3)​​​ 0.1​​​Effective tax rate ​23.3%​​22.7%​​22.9%​​​​ **Current (2025):** Maturities of outstanding debt as of December 31, 2024, are as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2025 ​ $ 427,442 ​ ​ 2026 ​ ​ 400,896 ​ ​ 2027 ​ ​ 350,465 ​ ​ 2028 ​ ​ - ​ ​ 2029 ​ ​ - ​ ​ Thereafter ​ ​ 2,100,000 ​ ​ ​ ​ $ 3,278,803 ​ ​ The company capitalizes interest on all qualifying construction in progress assets. For the years ended December 31, 2024, 2023, and 2022, total interest costs incurred were $123.1 million, $109.5 million, and $107.4 million, respectively, of which $66.8 million, $33.0 million, and $15.8 million, respectively, were capitalized. 71 71 Table of ContentsNote 4. Income TaxesComponents of earnings before income taxes and noncontrolling interests for the years ended December 31 are as follows (in thousands):​​​​​​​​​​​​​2024​2023​2022​​United States income$ 1,992,814​$ 3,198,048​$ 4,996,762​​Foreign income (loss)​ (9,933)​​ 20,895​​ 24,307​​ Total income before income taxes$ 1,982,881​$ 3,218,943​$ 5,021,069​​The company files a consolidated federal income tax return. The provision for income tax expense for the years ended December 31 is as follows (in thousands):​​​​​​​​​​​​​​​​​​​​​​​​2024​2023​2022​​Current income tax expense ​​​​​​​​​​Federal$ 409,586​$ 600,499​$ 946,016​​State​ 57,942​​ 91,965​​ 152,758​​Foreign​ 7,980​​ 3,482​​ 8,605​​Total current​ 475,508​​ 695,946​​ 1,107,379​​Deferred income tax expense (benefit)​​​​​​​​​​Federal​ (26,311)​​ 38,172​​ 22,168​​State​ (12,476)​​ 15,355​​ 13,333​​Foreign​ (3,796)​​ 2,138​​ (1,303)​​Total deferred​ (42,583)​​ 55,665​​ 34,198​​Total income tax expense $ 432,925​$ 751,611​$ 1,141,577​​A reconciliation of the statutory rates to the actual effective tax rates for the years ended December 31 are as follows:​​​​​​​​​​​​​​​​2024​2023​2022​​Statutory federal tax rate ​ 21.0%​​ 21.0%​​ 21.0%​​ State income taxes, net of federal benefit ​ 1.8​​​ 2.6​​​ 2.6​​​ Federal research & development credits​ (0.9)​​​ (0.2)​​​ (0.6)​​​ Other permanent differences ​ (0.1)​​​ (0.1)​​​ (0.3)​​​Effective tax rate ​21.8%​​23.3%​​22.7%​​​72 Table of Contents Table of Contents Table of Contents Note 4. Income TaxesComponents of earnings before income taxes and noncontrolling interests for the years ended December 31 are as follows (in thousands):​​​​​​​​​​​​​2024​2023​2022​​United States income$ 1,992,814​$ 3,198,048​$ 4,996,762​​Foreign income (loss)​ (9,933)​​ 20,895​​ 24,307​​ Total income before income taxes$ 1,982,881​$ 3,218,943​$ 5,021,069​​The company files a consolidated federal income tax return. The provision for income tax expense for the years ended December 31 is as follows (in thousands):​​​​​​​​​​​​​​​​​​​​​​​​2024​2023​2022​​Current income tax expense ​​​​​​​​​​Federal$ 409,586​$ 600,499​$ 946,016​​State​ 57,942​​ 91,965​​ 152,758​​Foreign​ 7,980​​ 3,482​​ 8,605​​Total current​ 475,508​​ 695,946​​ 1,107,379​​Deferred income tax expense (benefit)​​​​​​​​​​Federal​ (26,311)​​ 38,172​​ 22,168​​State​ (12,476)​​ 15,355​​ 13,333​​Foreign​ (3,796)​​ 2,138​​ (1,303)​​Total deferred​ (42,583)​​ 55,665​​ 34,198​​Total income tax expense $ 432,925​$ 751,611​$ 1,141,577​​A reconciliation of the statutory rates to the actual effective tax rates for the years ended December 31 are as follows:​​​​​​​​​​​​​​​​2024​2023​2022​​Statutory federal tax rate ​ 21.0%​​ 21.0%​​ 21.0%​​ State income taxes, net of federal benefit ​ 1.8​​​ 2.6​​​ 2.6​​​ Federal research & development credits​ (0.9)​​​ (0.2)​​​ (0.6)​​​ Other permanent differences ​ (0.1)​​​ (0.1)​​​ (0.3)​​​Effective tax rate ​21.8%​​23.3%​​22.7%​​​ Note 4. Income TaxesComponents of earnings before income taxes and noncontrolling interests for the years ended December 31 are as follows (in thousands):​​​​​​​​​​​​​2024​2023​2022​​United States income$ 1,992,814​$ 3,198,048​$ 4,996,762​​Foreign income (loss)​ (9,933)​​ 20,895​​ 24,307​​ Total income before income taxes$ 1,982,881​$ 3,218,943​$ 5,021,069​​The company files a consolidated federal income tax return. The provision for income tax expense for the years ended December 31 is as follows (in thousands):​​​​​​​​​​​​​​​​​​​​​​​​2024​2023​2022​​Current income tax expense ​​​​​​​​​​Federal$ 409,586​$ 600,499​$ 946,016​​State​ 57,942​​ 91,965​​ 152,758​​Foreign​ 7,980​​ 3,482​​ 8,605​​Total current​ 475,508​​ 695,946​​ 1,107,379​​Deferred income tax expense (benefit)​​​​​​​​​​Federal​ (26,311)​​ 38,172​​ 22,168​​State​ (12,476)​​ 15,355​​ 13,333​​Foreign​ (3,796)​​ 2,138​​ (1,303)​​Total deferred​ (42,583)​​ 55,665​​ 34,198​​Total income tax expense $ 432,925​$ 751,611​$ 1,141,577​​A reconciliation of the statutory rates to the actual effective tax rates for the years ended December 31 are as follows:​​​​​​​​​​​​​​​​2024​2023​2022​​Statutory federal tax rate ​ 21.0%​​ 21.0%​​ 21.0%​​ State income taxes, net of federal benefit ​ 1.8​​​ 2.6​​​ 2.6​​​ Federal research & development credits​ (0.9)​​​ (0.2)​​​ (0.6)​​​ Other permanent differences ​ (0.1)​​​ (0.1)​​​ (0.3)​​​Effective tax rate ​21.8%​​23.3%​​22.7%​​​ --- ## Modified: Segment Results 2024 vs. 2023 **Key changes:** - Reworded sentence: "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." - Reworded sentence: "infrastructure and Inflation Reduction Act programs, supports consistent strong demand for steel joist and deck products." - Reworded sentence: "During 2024, interest expense of $56.3 million decreased 26% from $76.5 million during 2023." - Reworded sentence: "During the year ended December 31, 2024, we recognized expense from the increase of interest expense and penalties of $710,000, net of tax." - Reworded sentence: "It is reasonably possible that the amount of unrecognized tax benefits could change in the next twelve months in an amount ranging from zero to $12.0 million, as a result of the expiration of the statute of limitations and other federal and state income tax audits.44 Table of Contents Table of Contents 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." **Prior (2024):** During 2023, our steel operations achieved record annual shipments of 12.8 million tons (11.4 million excluding intra-segment) a 5% increase over 2022 shipments, including 1.4 million tons from Sinton during 2023, an increase of 67% over 2022. Customer order activity and steel demand were strong during 2023, with the construction, automotive, industrial, and energy sectors continuing to lead demand. In spite of strong market demand, average selling prices were lower during 2023 compared to 2022, as total steel segment average selling prices decreased 18%, or $249 per ton, compared to 2022. Sheet steel pricing was 22% lower, while long products pricing decreased 6%. Net sales for the steel operations segment were 13% lower in 2023 when compared to historically high prices in 2022, due to lower average steel selling prices more than offsetting record volumes. ​ 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 metallic raw material cost consumed in our steel mills decreased $61 per net ton, or 13%, in 2023 compared to 2022, 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 sheet steel 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 20% in 2023 compared to 2022. Due to this metal spread compression, operating income for the steel operations decreased 39%, to $1.9 billion, in 2023 compared to 2022. 43 43 Table of ContentsMetals Recycling Operations Segment​Metals recycling operations includes both ferrous and nonferrous scrap metal processing, transportation, marketing, brokerage, and scrap management services. Our steel mills utilize a large portion of the ferrous scrap sold by our metals recycling operations as raw material in our steelmaking operations, and the remainder is sold to other consumers, such as other steel manufacturers and foundries. In 2023 and 2022, 62% and 66%, respectively, of metals recycling operations ferrous scrap was sold to our own steel mills, while our steel mill utilization was 82% and 77% including Sinton (91% and 92% exclusive of Sinton) in 2023 and 2022, respectively. Metals recycling operations accounted for 12% and 10% of our consolidated net sales during 2023 and 2022, respectively.Metals Recycling Operations Shipments:​​​​​​​​​​​​​​​​​​​​​Years Ended December 31,​​​​2023​% Change​2022​​Ferrous metal (gross tons)​​​​​​​​Total​ 5,779,114​9% ​ 5,301,774​​Inter-company​ (3,579,958)​​​ (3,475,662)​​External shipments​ 2,199,156​20% ​ 1,826,112​​​​​​​​​​​Nonferrous metal (thousands of pounds)​​​​​​​​Total​ 1,108,211​5% ​ 1,053,852​​Inter-company​ (157,892)​​​ (138,407)​​External shipments​ 950,319​4% ​ 915,445​​Segment Results 2023 vs. 2022During 2023, our metals recycling operations continued to benefit from solid domestic steel industry demand, resulting in higher ferrous and nonferrous scrap shipments compared to 2022. We were able to increase shipments even as domestic steel mill utilization rates declined slightly to approximately 75% in 2023, as compared to approximately 78% in 2022. Ferrous and nonferrous shipments increased 9% and 5%, respectively, in 2023 compared to 2022. Net sales for our metals recycling operations in 2023 were comparable to 2022, as increased shipments were offset by ferrous and nonferrous average selling prices that decreased 7% and 8%, respectively, during 2023 compared to 2022.​Ferrous metal spread (which we define as the difference between average selling prices and the cost of purchased scrap) decreased 7% and nonferrous metal spread increased 9% during 2023 compared to 2022. As a result of the overall decreased metals spreads, metals recycling operations operating income decreased 24% to $88.7 million in 2023 compared to 2022.​44 Table of Contents Table of Contents Table of Contents Metals Recycling Operations Segment​Metals recycling operations includes both ferrous and nonferrous scrap metal processing, transportation, marketing, brokerage, and scrap management services. Our steel mills utilize a large portion of the ferrous scrap sold by our metals recycling operations as raw material in our steelmaking operations, and the remainder is sold to other consumers, such as other steel manufacturers and foundries. In 2023 and 2022, 62% and 66%, respectively, of metals recycling operations ferrous scrap was sold to our own steel mills, while our steel mill utilization was 82% and 77% including Sinton (91% and 92% exclusive of Sinton) in 2023 and 2022, respectively. Metals recycling operations accounted for 12% and 10% of our consolidated net sales during 2023 and 2022, respectively.Metals Recycling Operations Shipments:​​​​​​​​​​​​​​​​​​​​​Years Ended December 31,​​​​2023​% Change​2022​​Ferrous metal (gross tons)​​​​​​​​Total​ 5,779,114​9% ​ 5,301,774​​Inter-company​ (3,579,958)​​​ (3,475,662)​​External shipments​ 2,199,156​20% ​ 1,826,112​​​​​​​​​​​Nonferrous metal (thousands of pounds)​​​​​​​​Total​ 1,108,211​5% ​ 1,053,852​​Inter-company​ (157,892)​​​ (138,407)​​External shipments​ 950,319​4% ​ 915,445​​Segment Results 2023 vs. 2022During 2023, our metals recycling operations continued to benefit from solid domestic steel industry demand, resulting in higher ferrous and nonferrous scrap shipments compared to 2022. We were able to increase shipments even as domestic steel mill utilization rates declined slightly to approximately 75% in 2023, as compared to approximately 78% in 2022. Ferrous and nonferrous shipments increased 9% and 5%, respectively, in 2023 compared to 2022. Net sales for our metals recycling operations in 2023 were comparable to 2022, as increased shipments were offset by ferrous and nonferrous average selling prices that decreased 7% and 8%, respectively, during 2023 compared to 2022.​Ferrous metal spread (which we define as the difference between average selling prices and the cost of purchased scrap) decreased 7% and nonferrous metal spread increased 9% during 2023 compared to 2022. As a result of the overall decreased metals spreads, metals recycling operations operating income decreased 24% to $88.7 million in 2023 compared to 2022.​ **Current (2025):** 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. 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. 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 41 Table of ContentsMetallic 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 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. 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. Our steel mills utilize a large portion of the ferrous scrap sold by our metals recycling operations as raw material in our steelmaking operations, and the remainder is sold to other consumers, such as other steel manufacturers and foundries. 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.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. 2023During 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. Net sales for our metals recycling operations in 2024 were comparable to 2023 based on consistent shipments. 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. 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 Table of Contents 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. 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. 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. Our steel mills utilize a large portion of the ferrous scrap sold by our metals recycling operations as raw material in our steelmaking operations, and the remainder is sold to other consumers, such as other steel manufacturers and foundries. 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.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. 2023During 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. Net sales for our metals recycling operations in 2024 were comparable to 2023 based on consistent shipments. 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. 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.​ 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 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. 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. Our steel mills utilize a large portion of the ferrous scrap sold by our metals recycling operations as raw material in our steelmaking operations, and the remainder is sold to other consumers, such as other steel manufacturers and foundries. 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.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. 2023During 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. Net sales for our metals recycling operations in 2024 were comparable to 2023 based on consistent shipments. 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. 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.​ 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 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. Due to metal spread compression, operating income for the steel operations decreased 16% to $1.6 billion in 2024 compared to 2023. --- ## Modified: Financing activities: **Key changes:** - Reworded sentence: "​ ​ ​ ​ ​ ​ ​ ​ Issuance of current and long-term debt ​ 2,482,919 ​ ​ 1,365,664 ​ ​ 1,465,257 Repayment of current and long-term debt ​ (2,324,058) ​ ​ (1,367,553) ​ ​ (1,507,475) Dividends paid ​ (282,616) ​ ​ (271,317) ​ ​ (237,163) Purchases of treasury stock ​ (1,212,164) ​ ​ (1,452,203) ​ ​ (1,800,905) Other financing activities ​ (16,678) ​ ​ (51,725) ​ ​ (116,298) Net cash used in financing activities ​ (1,352,597) ​ ​ (1,777,134) ​ ​ (2,196,584) ​ ​ ​ ​ ​ ​ ​ ​ ​ Increase (decrease) in cash and equivalents, and restricted cash ​ (811,454) ​ ​ (227,455) ​ ​ 384,550 Cash and equivalents, and restricted cash at beginning of period ​ 1,406,464 ​ ​ 1,633,919 ​ ​ 1,249,369 ​ ​ ​ ​ ​ ​ ​ ​ ​" **Prior (2024):** ​ ​ ​ ​ ​ ​ ​ ​ Issuance of current and long-term debt ​ 1,365,664 ​ ​ 1,465,257 ​ ​ 1,516,556 Repayment of current and long-term debt ​ (1,367,553) ​ ​ (1,507,475) ​ ​ (1,522,002) Dividends paid ​ (271,317) ​ ​ (237,163) ​ ​ (212,968) Purchases of treasury stock ​ (1,452,203) ​ ​ (1,800,905) ​ ​ (1,060,632) Other financing activities ​ (51,725) ​ ​ (116,298) ​ ​ (50,423) Net cash used in financing activities ​ (1,777,134) ​ ​ (2,196,584) ​ ​ (1,329,469) ​ ​ ​ ​ ​ ​ ​ ​ ​ Increase (decrease) in cash and equivalents, and restricted cash ​ (227,455) ​ ​ 384,550 ​ ​ (124,753) Cash and equivalents, and restricted cash at beginning of period ​ 1,633,919 ​ ​ 1,249,369 ​ ​ 1,374,122 ​ ​ ​ ​ ​ ​ ​ ​ ​ **Current (2025):** ​ ​ ​ ​ ​ ​ ​ ​ Issuance of current and long-term debt ​ 2,482,919 ​ ​ 1,365,664 ​ ​ 1,465,257 Repayment of current and long-term debt ​ (2,324,058) ​ ​ (1,367,553) ​ ​ (1,507,475) Dividends paid ​ (282,616) ​ ​ (271,317) ​ ​ (237,163) Purchases of treasury stock ​ (1,212,164) ​ ​ (1,452,203) ​ ​ (1,800,905) Other financing activities ​ (16,678) ​ ​ (51,725) ​ ​ (116,298) Net cash used in financing activities ​ (1,352,597) ​ ​ (1,777,134) ​ ​ (2,196,584) ​ ​ ​ ​ ​ ​ ​ ​ ​ Increase (decrease) in cash and equivalents, and restricted cash ​ (811,454) ​ ​ (227,455) ​ ​ 384,550 Cash and equivalents, and restricted cash at beginning of period ​ 1,406,464 ​ ​ 1,633,919 ​ ​ 1,249,369 ​ ​ ​ ​ ​ ​ ​ ​ ​ --- ## Modified: Balances at December 31, 2024 **Key changes:** - Reworded sentence: "​ 151,117 ​ ​ 117,260 ​ $ 652 ​ $ (7,094,266) ​ $ 1,229,819 ​ $ 14,798,082 ​ $ - ​ $ (160,253) ​ $ 8,774,034 ​ $ 171,212 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ See notes to consolidated financial statements." **Prior (2024):** ​ 160,018 ​ ​ 108,095 ​ $ 651 ​ $ (5,897,606) ​ $ 1,217,610 ​ $ 13,545,590 ​ $ 421 ​ $ (198,351) ​ $ 8,668,315 ​ $ 171,212 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ See notes to consolidated financial statements. ​ ​ 61 61 Table of ContentsSTEEL DYNAMICS, INC.CONSOLIDATED STATEMENTS OF CASH FLOWS(in thousands)​ ​​​​​​​​​​Years Ended December 31,​2023​2022​2021​​​​​​​​​Operating activities:​​​​​​​​ Net income$ 2,467,332​$ 3,879,492​$ 3,246,814​​​​​​​​​ Adjustments to reconcile net income to net cash provided by​​​​​​​​ operating activities:​​​​​​​​ Depreciation and amortization​ 437,804​​ 384,202​​ 347,653 Equity-based compensation​ 61,744​​ 59,240​​ 57,715 Deferred income taxes ​ 55,665​​ 37,186​​ 322,007 Other adjustments​ (19,716)​​ (1,795)​​ (3,240) Changes in certain assets and liabilities:​​​​​​​​ Accounts receivable ​ 446,765​​ (110,560)​​ (944,516) Inventories ​ 232,282​​ 413,262​​ (1,685,834) Other assets​ (23,777)​​ (6,884)​​ (2,491) Accounts payable ​ (30,148)​​ (289,042)​​ 557,735 Income taxes receivable/payable​ 56,756​​ 31,623​​ (105,921) Accrued expenses​ (164,779)​​ 63,679​​ 414,214 Net cash provided by operating activities ​ 3,519,928​​ 4,460,403​​ 2,204,136​​​​​​​​​Investing activities:​​​​​​​​ Purchases of property, plant and equipment ​ (1,657,905)​​ (908,902)​​ (1,006,239) Purchases of short-term investments​ (1,145,493)​​ (927,584)​​ - Proceeds from maturities of short-term investments​ 1,054,742​​ 297,950​​ - Business combinations, net of cash acquired​ -​​ (134,090)​​ - Investments in unconsolidated affiliates​ -​​ (222,480)​​ - Other investing activities​ (221,593)​​ 15,837​​ 6,819 Net cash used in investing activities​ (1,970,249)​​ (1,879,269)​​ (999,420)​​​​​​​​​Financing activities:​​​​​​​​ Issuance of current and long-term debt ​ 1,365,664​​ 1,465,257​​ 1,516,556 Repayment of current and long-term debt ​ (1,367,553)​​ (1,507,475)​​ (1,522,002) Dividends paid ​ (271,317)​​ (237,163)​​ (212,968) Purchases of treasury stock​ (1,452,203)​​ (1,800,905)​​ (1,060,632) Other financing activities​ (51,725)​​ (116,298)​​ (50,423) Net cash used in financing activities ​ (1,777,134)​​ (2,196,584)​​ (1,329,469)​​​​​​​​​Increase (decrease) in cash and equivalents, and restricted cash​ (227,455)​​ 384,550​​ (124,753)Cash and equivalents, and restricted cash at beginning of period ​ 1,633,919​​ 1,249,369​​ 1,374,122​​​​​​​​​Cash and equivalents, and restricted cash at end of period $ 1,406,464​$ 1,633,919​$ 1,249,369​​​​​​​​​Supplemental disclosure information:​​​​​​​​ Cash paid for interest$ 103,165​$ 100,994​$ 103,374 Cash paid for income taxes, net$ 642,667​$ 1,063,844​$ 737,157​See notes to consolidated financial statements.​62 Table of Contents Table of Contents Table of Contents STEEL DYNAMICS, INC.CONSOLIDATED STATEMENTS OF CASH FLOWS(in thousands)​ ​​​​​​​​​​Years Ended December 31,​2023​2022​2021​​​​​​​​​Operating activities:​​​​​​​​ Net income$ 2,467,332​$ 3,879,492​$ 3,246,814​​​​​​​​​ Adjustments to reconcile net income to net cash provided by​​​​​​​​ operating activities:​​​​​​​​ Depreciation and amortization​ 437,804​​ 384,202​​ 347,653 Equity-based compensation​ 61,744​​ 59,240​​ 57,715 Deferred income taxes ​ 55,665​​ 37,186​​ 322,007 Other adjustments​ (19,716)​​ (1,795)​​ (3,240) Changes in certain assets and liabilities:​​​​​​​​ Accounts receivable ​ 446,765​​ (110,560)​​ (944,516) Inventories ​ 232,282​​ 413,262​​ (1,685,834) Other assets​ (23,777)​​ (6,884)​​ (2,491) Accounts payable ​ (30,148)​​ (289,042)​​ 557,735 Income taxes receivable/payable​ 56,756​​ 31,623​​ (105,921) Accrued expenses​ (164,779)​​ 63,679​​ 414,214 Net cash provided by operating activities ​ 3,519,928​​ 4,460,403​​ 2,204,136​​​​​​​​​Investing activities:​​​​​​​​ Purchases of property, plant and equipment ​ (1,657,905)​​ (908,902)​​ (1,006,239) Purchases of short-term investments​ (1,145,493)​​ (927,584)​​ - Proceeds from maturities of short-term investments​ 1,054,742​​ 297,950​​ - Business combinations, net of cash acquired​ -​​ (134,090)​​ - Investments in unconsolidated affiliates​ -​​ (222,480)​​ - Other investing activities​ (221,593)​​ 15,837​​ 6,819 Net cash used in investing activities​ (1,970,249)​​ (1,879,269)​​ (999,420)​​​​​​​​​Financing activities:​​​​​​​​ Issuance of current and long-term debt ​ 1,365,664​​ 1,465,257​​ 1,516,556 Repayment of current and long-term debt ​ (1,367,553)​​ (1,507,475)​​ (1,522,002) Dividends paid ​ (271,317)​​ (237,163)​​ (212,968) Purchases of treasury stock​ (1,452,203)​​ (1,800,905)​​ (1,060,632) Other financing activities​ (51,725)​​ (116,298)​​ (50,423) Net cash used in financing activities ​ (1,777,134)​​ (2,196,584)​​ (1,329,469)​​​​​​​​​Increase (decrease) in cash and equivalents, and restricted cash​ (227,455)​​ 384,550​​ (124,753)Cash and equivalents, and restricted cash at beginning of period ​ 1,633,919​​ 1,249,369​​ 1,374,122​​​​​​​​​Cash and equivalents, and restricted cash at end of period $ 1,406,464​$ 1,633,919​$ 1,249,369​​​​​​​​​Supplemental disclosure information:​​​​​​​​ Cash paid for interest$ 103,165​$ 100,994​$ 103,374 Cash paid for income taxes, net$ 642,667​$ 1,063,844​$ 737,157​See notes to consolidated financial statements.​ **Current (2025):** ​ 151,117 ​ ​ 117,260 ​ $ 652 ​ $ (7,094,266) ​ $ 1,229,819 ​ $ 14,798,082 ​ $ - ​ $ (160,253) ​ $ 8,774,034 ​ $ 171,212 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ See notes to consolidated financial statements. ​ ​ 59 59 Table of ContentsSTEEL DYNAMICS, INC.CONSOLIDATED STATEMENTS OF CASH FLOWS(in thousands)​​​​​​​​​​​Years Ended December 31,​2024​2023​2022​​​​​​​​​Operating activities:​​​​​​​​ Net income$ 1,549,956​$ 2,467,332​$ 3,879,492​​​​​​​​​ Adjustments to reconcile net income to net cash provided by​​​​​​​​ operating activities:​​​​​​​​ Depreciation and amortization​ 478,907​​ 437,804​​ 384,202 Equity-based compensation​ 66,589​​ 61,744​​ 59,240 Deferred income taxes ​ (42,583)​​ 55,665​​ 37,186 Other adjustments​ (5,507)​​ (19,716)​​ (1,795) Changes in certain assets and liabilities:​​​​​​​​ Accounts receivable ​ 191,108​​ 446,765​​ (110,560) Inventories ​ (221,036)​​ 232,282​​ 413,262 Other assets​ (13,718)​​ (23,777)​​ (6,884) Accounts payable ​ (67,361)​​ (30,148)​​ (289,042) Income taxes receivable/payable​ 10,183​​ 56,756​​ 31,623 Accrued expenses​ (102,035)​​ (164,779)​​ 63,679 Net cash provided by operating activities ​ 1,844,503​​ 3,519,928​​ 4,460,403​​​​​​​​​Investing activities:​​​​​​​​ Purchases of property, plant and equipment ​ (1,868,006)​​ (1,657,905)​​ (908,902) Purchases of short-term investments​ (739,340)​​ (1,145,493)​​ (927,584) Proceeds from maturities of short-term investments​ 1,312,294​​ 1,054,742​​ 297,950 Business combinations, net of cash acquired​ -​​ -​​ (134,090) Investments in unconsolidated affiliates​ -​​ -​​ (222,480) Other investing activities​ (8,308)​​ (221,593)​​ 15,837 Net cash used in investing activities​ (1,303,360)​​ (1,970,249)​​ (1,879,269)​​​​​​​​​Financing activities:​​​​​​​​ Issuance of current and long-term debt ​ 2,482,919​​ 1,365,664​​ 1,465,257 Repayment of current and long-term debt ​ (2,324,058)​​ (1,367,553)​​ (1,507,475) Dividends paid ​ (282,616)​​ (271,317)​​ (237,163) Purchases of treasury stock​ (1,212,164)​​ (1,452,203)​​ (1,800,905) Other financing activities​ (16,678)​​ (51,725)​​ (116,298) Net cash used in financing activities ​ (1,352,597)​​ (1,777,134)​​ (2,196,584)​​​​​​​​​Increase (decrease) in cash and equivalents, and restricted cash​ (811,454)​​ (227,455)​​ 384,550Cash and equivalents, and restricted cash at beginning of period ​ 1,406,464​​ 1,633,919​​ 1,249,369​​​​​​​​​Cash and equivalents, and restricted cash at end of period $ 595,010​$ 1,406,464​$ 1,633,919​​​​​​​​​Supplemental disclosure information:​​​​​​​​ Cash paid for interest$ 100,978​$ 103,165​$ 100,994 Cash paid for income taxes, net$ 463,763​$ 642,667​$ 1,063,844​See notes to consolidated financial statements.​60 Table of Contents Table of Contents Table of Contents STEEL DYNAMICS, INC.CONSOLIDATED STATEMENTS OF CASH FLOWS(in thousands)​​​​​​​​​​​Years Ended December 31,​2024​2023​2022​​​​​​​​​Operating activities:​​​​​​​​ Net income$ 1,549,956​$ 2,467,332​$ 3,879,492​​​​​​​​​ Adjustments to reconcile net income to net cash provided by​​​​​​​​ operating activities:​​​​​​​​ Depreciation and amortization​ 478,907​​ 437,804​​ 384,202 Equity-based compensation​ 66,589​​ 61,744​​ 59,240 Deferred income taxes ​ (42,583)​​ 55,665​​ 37,186 Other adjustments​ (5,507)​​ (19,716)​​ (1,795) Changes in certain assets and liabilities:​​​​​​​​ Accounts receivable ​ 191,108​​ 446,765​​ (110,560) Inventories ​ (221,036)​​ 232,282​​ 413,262 Other assets​ (13,718)​​ (23,777)​​ (6,884) Accounts payable ​ (67,361)​​ (30,148)​​ (289,042) Income taxes receivable/payable​ 10,183​​ 56,756​​ 31,623 Accrued expenses​ (102,035)​​ (164,779)​​ 63,679 Net cash provided by operating activities ​ 1,844,503​​ 3,519,928​​ 4,460,403​​​​​​​​​Investing activities:​​​​​​​​ Purchases of property, plant and equipment ​ (1,868,006)​​ (1,657,905)​​ (908,902) Purchases of short-term investments​ (739,340)​​ (1,145,493)​​ (927,584) Proceeds from maturities of short-term investments​ 1,312,294​​ 1,054,742​​ 297,950 Business combinations, net of cash acquired​ -​​ -​​ (134,090) Investments in unconsolidated affiliates​ -​​ -​​ (222,480) Other investing activities​ (8,308)​​ (221,593)​​ 15,837 Net cash used in investing activities​ (1,303,360)​​ (1,970,249)​​ (1,879,269)​​​​​​​​​Financing activities:​​​​​​​​ Issuance of current and long-term debt ​ 2,482,919​​ 1,365,664​​ 1,465,257 Repayment of current and long-term debt ​ (2,324,058)​​ (1,367,553)​​ (1,507,475) Dividends paid ​ (282,616)​​ (271,317)​​ (237,163) Purchases of treasury stock​ (1,212,164)​​ (1,452,203)​​ (1,800,905) Other financing activities​ (16,678)​​ (51,725)​​ (116,298) Net cash used in financing activities ​ (1,352,597)​​ (1,777,134)​​ (2,196,584)​​​​​​​​​Increase (decrease) in cash and equivalents, and restricted cash​ (811,454)​​ (227,455)​​ 384,550Cash and equivalents, and restricted cash at beginning of period ​ 1,406,464​​ 1,633,919​​ 1,249,369​​​​​​​​​Cash and equivalents, and restricted cash at end of period $ 595,010​$ 1,406,464​$ 1,633,919​​​​​​​​​Supplemental disclosure information:​​​​​​​​ Cash paid for interest$ 100,978​$ 103,165​$ 100,994 Cash paid for income taxes, net$ 463,763​$ 642,667​$ 1,063,844​See notes to consolidated financial statements.​ STEEL DYNAMICS, INC.CONSOLIDATED STATEMENTS OF CASH FLOWS(in thousands)​​​​​​​​​​​Years Ended December 31,​2024​2023​2022​​​​​​​​​Operating activities:​​​​​​​​ Net income$ 1,549,956​$ 2,467,332​$ 3,879,492​​​​​​​​​ Adjustments to reconcile net income to net cash provided by​​​​​​​​ operating activities:​​​​​​​​ Depreciation and amortization​ 478,907​​ 437,804​​ 384,202 Equity-based compensation​ 66,589​​ 61,744​​ 59,240 Deferred income taxes ​ (42,583)​​ 55,665​​ 37,186 Other adjustments​ (5,507)​​ (19,716)​​ (1,795) Changes in certain assets and liabilities:​​​​​​​​ Accounts receivable ​ 191,108​​ 446,765​​ (110,560) Inventories ​ (221,036)​​ 232,282​​ 413,262 Other assets​ (13,718)​​ (23,777)​​ (6,884) Accounts payable ​ (67,361)​​ (30,148)​​ (289,042) Income taxes receivable/payable​ 10,183​​ 56,756​​ 31,623 Accrued expenses​ (102,035)​​ (164,779)​​ 63,679 Net cash provided by operating activities ​ 1,844,503​​ 3,519,928​​ 4,460,403​​​​​​​​​Investing activities:​​​​​​​​ Purchases of property, plant and equipment ​ (1,868,006)​​ (1,657,905)​​ (908,902) Purchases of short-term investments​ (739,340)​​ (1,145,493)​​ (927,584) Proceeds from maturities of short-term investments​ 1,312,294​​ 1,054,742​​ 297,950 Business combinations, net of cash acquired​ -​​ -​​ (134,090) Investments in unconsolidated affiliates​ -​​ -​​ (222,480) Other investing activities​ (8,308)​​ (221,593)​​ 15,837 Net cash used in investing activities​ (1,303,360)​​ (1,970,249)​​ (1,879,269)​​​​​​​​​Financing activities:​​​​​​​​ Issuance of current and long-term debt ​ 2,482,919​​ 1,365,664​​ 1,465,257 Repayment of current and long-term debt ​ (2,324,058)​​ (1,367,553)​​ (1,507,475) Dividends paid ​ (282,616)​​ (271,317)​​ (237,163) Purchases of treasury stock​ (1,212,164)​​ (1,452,203)​​ (1,800,905) Other financing activities​ (16,678)​​ (51,725)​​ (116,298) Net cash used in financing activities ​ (1,352,597)​​ (1,777,134)​​ (2,196,584)​​​​​​​​​Increase (decrease) in cash and equivalents, and restricted cash​ (811,454)​​ (227,455)​​ 384,550Cash and equivalents, and restricted cash at beginning of period ​ 1,406,464​​ 1,633,919​​ 1,249,369​​​​​​​​​Cash and equivalents, and restricted cash at end of period $ 595,010​$ 1,406,464​$ 1,633,919​​​​​​​​​Supplemental disclosure information:​​​​​​​​ Cash paid for interest$ 100,978​$ 103,165​$ 100,994 Cash paid for income taxes, net$ 463,763​$ 642,667​$ 1,063,844​See notes to consolidated financial statements.​ --- ## Modified: Segment Results 2024 vs. 2023 **Key changes:** - Reworded sentence: "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." - Reworded sentence: "infrastructure and Inflation Reduction Act programs, supports consistent strong demand for steel joist and deck products.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." - Reworded sentence: "infrastructure and Inflation Reduction Act programs, supports consistent strong demand for steel joist and deck products.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." **Prior (2024):** During 2023, our steel operations achieved record annual shipments of 12.8 million tons (11.4 million excluding intra-segment) a 5% increase over 2022 shipments, including 1.4 million tons from Sinton during 2023, an increase of 67% over 2022. Customer order activity and steel demand were strong during 2023, with the construction, automotive, industrial, and energy sectors continuing to lead demand. In spite of strong market demand, average selling prices were lower during 2023 compared to 2022, as total steel segment average selling prices decreased 18%, or $249 per ton, compared to 2022. Sheet steel pricing was 22% lower, while long products pricing decreased 6%. Net sales for the steel operations segment were 13% lower in 2023 when compared to historically high prices in 2022, due to lower average steel selling prices more than offsetting record volumes. ​ 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 metallic raw material cost consumed in our steel mills decreased $61 per net ton, or 13%, in 2023 compared to 2022, 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 sheet steel 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 20% in 2023 compared to 2022. Due to this metal spread compression, operating income for the steel operations decreased 39%, to $1.9 billion, in 2023 compared to 2022. 43 43 Table of ContentsMetals Recycling Operations Segment​Metals recycling operations includes both ferrous and nonferrous scrap metal processing, transportation, marketing, brokerage, and scrap management services. Our steel mills utilize a large portion of the ferrous scrap sold by our metals recycling operations as raw material in our steelmaking operations, and the remainder is sold to other consumers, such as other steel manufacturers and foundries. In 2023 and 2022, 62% and 66%, respectively, of metals recycling operations ferrous scrap was sold to our own steel mills, while our steel mill utilization was 82% and 77% including Sinton (91% and 92% exclusive of Sinton) in 2023 and 2022, respectively. Metals recycling operations accounted for 12% and 10% of our consolidated net sales during 2023 and 2022, respectively.Metals Recycling Operations Shipments:​​​​​​​​​​​​​​​​​​​​​Years Ended December 31,​​​​2023​% Change​2022​​Ferrous metal (gross tons)​​​​​​​​Total​ 5,779,114​9% ​ 5,301,774​​Inter-company​ (3,579,958)​​​ (3,475,662)​​External shipments​ 2,199,156​20% ​ 1,826,112​​​​​​​​​​​Nonferrous metal (thousands of pounds)​​​​​​​​Total​ 1,108,211​5% ​ 1,053,852​​Inter-company​ (157,892)​​​ (138,407)​​External shipments​ 950,319​4% ​ 915,445​​Segment Results 2023 vs. 2022During 2023, our metals recycling operations continued to benefit from solid domestic steel industry demand, resulting in higher ferrous and nonferrous scrap shipments compared to 2022. We were able to increase shipments even as domestic steel mill utilization rates declined slightly to approximately 75% in 2023, as compared to approximately 78% in 2022. Ferrous and nonferrous shipments increased 9% and 5%, respectively, in 2023 compared to 2022. Net sales for our metals recycling operations in 2023 were comparable to 2022, as increased shipments were offset by ferrous and nonferrous average selling prices that decreased 7% and 8%, respectively, during 2023 compared to 2022.​Ferrous metal spread (which we define as the difference between average selling prices and the cost of purchased scrap) decreased 7% and nonferrous metal spread increased 9% during 2023 compared to 2022. As a result of the overall decreased metals spreads, metals recycling operations operating income decreased 24% to $88.7 million in 2023 compared to 2022.​44 Table of Contents Table of Contents Table of Contents Metals Recycling Operations Segment​Metals recycling operations includes both ferrous and nonferrous scrap metal processing, transportation, marketing, brokerage, and scrap management services. Our steel mills utilize a large portion of the ferrous scrap sold by our metals recycling operations as raw material in our steelmaking operations, and the remainder is sold to other consumers, such as other steel manufacturers and foundries. In 2023 and 2022, 62% and 66%, respectively, of metals recycling operations ferrous scrap was sold to our own steel mills, while our steel mill utilization was 82% and 77% including Sinton (91% and 92% exclusive of Sinton) in 2023 and 2022, respectively. Metals recycling operations accounted for 12% and 10% of our consolidated net sales during 2023 and 2022, respectively.Metals Recycling Operations Shipments:​​​​​​​​​​​​​​​​​​​​​Years Ended December 31,​​​​2023​% Change​2022​​Ferrous metal (gross tons)​​​​​​​​Total​ 5,779,114​9% ​ 5,301,774​​Inter-company​ (3,579,958)​​​ (3,475,662)​​External shipments​ 2,199,156​20% ​ 1,826,112​​​​​​​​​​​Nonferrous metal (thousands of pounds)​​​​​​​​Total​ 1,108,211​5% ​ 1,053,852​​Inter-company​ (157,892)​​​ (138,407)​​External shipments​ 950,319​4% ​ 915,445​​Segment Results 2023 vs. 2022During 2023, our metals recycling operations continued to benefit from solid domestic steel industry demand, resulting in higher ferrous and nonferrous scrap shipments compared to 2022. We were able to increase shipments even as domestic steel mill utilization rates declined slightly to approximately 75% in 2023, as compared to approximately 78% in 2022. Ferrous and nonferrous shipments increased 9% and 5%, respectively, in 2023 compared to 2022. Net sales for our metals recycling operations in 2023 were comparable to 2022, as increased shipments were offset by ferrous and nonferrous average selling prices that decreased 7% and 8%, respectively, during 2023 compared to 2022.​Ferrous metal spread (which we define as the difference between average selling prices and the cost of purchased scrap) decreased 7% and nonferrous metal spread increased 9% during 2023 compared to 2022. As a result of the overall decreased metals spreads, metals recycling operations operating income decreased 24% to $88.7 million in 2023 compared to 2022.​ **Current (2025):** 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. 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. 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 41 Table of ContentsMetallic 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 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. 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. Our steel mills utilize a large portion of the ferrous scrap sold by our metals recycling operations as raw material in our steelmaking operations, and the remainder is sold to other consumers, such as other steel manufacturers and foundries. 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.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. 2023During 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. Net sales for our metals recycling operations in 2024 were comparable to 2023 based on consistent shipments. 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. 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 Table of Contents 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. 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. 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. Our steel mills utilize a large portion of the ferrous scrap sold by our metals recycling operations as raw material in our steelmaking operations, and the remainder is sold to other consumers, such as other steel manufacturers and foundries. 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.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. 2023During 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. Net sales for our metals recycling operations in 2024 were comparable to 2023 based on consistent shipments. 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. 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.​ 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 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. 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. Our steel mills utilize a large portion of the ferrous scrap sold by our metals recycling operations as raw material in our steelmaking operations, and the remainder is sold to other consumers, such as other steel manufacturers and foundries. 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.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. 2023During 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. Net sales for our metals recycling operations in 2024 were comparable to 2023 based on consistent shipments. 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. 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.​ 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 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. Due to metal spread compression, operating income for the steel operations decreased 16% to $1.6 billion in 2024 compared to 2023. --- ## Modified: Income before income taxes **Key changes:** - Reworded sentence: "​ 1,982,881 ​ ​ 3,218,943 ​ ​ 5,021,069 ​ ​ ​ ​ ​ ​ ​ ​ ​ Income tax expense ​ 432,925 ​ ​ 751,611 ​ ​ 1,141,577 Net income ​ 1,549,956 ​ ​ 2,467,332 ​ ​ 3,879,492 ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income attributable to noncontrolling interests ​ (12,822) ​ ​ (16,450) ​ ​ (16,818)" **Prior (2024):** ​ 3,218,943 ​ ​ 5,021,069 ​ ​ 4,209,070 ​ ​ ​ ​ ​ ​ ​ ​ ​ Income tax expense ​ 751,611 ​ ​ 1,141,577 ​ ​ 962,256 Net income ​ 2,467,332 ​ ​ 3,879,492 ​ ​ 3,246,814 ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income attributable to noncontrolling interests ​ (16,450) ​ ​ (16,818) ​ ​ (32,748) **Current (2025):** ​ 1,982,881 ​ ​ 3,218,943 ​ ​ 5,021,069 ​ ​ ​ ​ ​ ​ ​ ​ ​ Income tax expense ​ 432,925 ​ ​ 751,611 ​ ​ 1,141,577 Net income ​ 1,549,956 ​ ​ 2,467,332 ​ ​ 3,879,492 ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income attributable to noncontrolling interests ​ (12,822) ​ ​ (16,450) ​ ​ (16,818) --- ## Modified: Total net sales **Key changes:** - Reworded sentence: "​ 17,540,390 ​ ​ 18,795,316 ​ ​ 22,260,774 ​ ​ ​ ​ ​ ​ ​ ​ ​ Costs of goods sold ​ 14,737,804 ​ ​ 14,749,433 ​ ​ 16,142,943" **Prior (2024):** ​ 18,795,316 ​ ​ 22,260,774 ​ ​ 18,408,850 ​ ​ ​ ​ ​ ​ ​ ​ ​ Costs of goods sold ​ 14,749,433 ​ ​ 16,142,943 ​ ​ 13,046,426 **Current (2025):** ​ 17,540,390 ​ ​ 18,795,316 ​ ​ 22,260,774 ​ ​ ​ ​ ​ ​ ​ ​ ​ Costs of goods sold ​ 14,737,804 ​ ​ 14,749,433 ​ ​ 16,142,943 --- ## Modified: Comprehensive income **Key changes:** - Reworded sentence: "​ 1,549,535 ​ ​ 2,466,864 ​ ​ 3,882,472 ​ ​ ​ ​ ​ ​ ​ ​ ​ Comprehensive income attributable to noncontrolling interests ​ (12,822) ​ ​ (16,450) ​ ​ (16,818)" **Prior (2024):** ​ 2,466,864 ​ ​ 3,882,472 ​ ​ 3,242,821 ​ ​ ​ ​ ​ ​ ​ ​ ​ Comprehensive income attributable to noncontrolling interests ​ (16,450) ​ ​ (16,818) ​ ​ (32,748) **Current (2025):** ​ 1,549,535 ​ ​ 2,466,864 ​ ​ 3,882,472 ​ ​ ​ ​ ​ ​ ​ ​ ​ Comprehensive income attributable to noncontrolling interests ​ (12,822) ​ ​ (16,450) ​ ​ (16,818) --- ## Modified: (Denominator) **Key changes:** - Reworded sentence: "​ Amount ​ Basic earnings per share $ 3,862,674 ​ ​ 183,393 ​ $ 21.06 ​ Dilutive common share equivalents ​ - ​ ​ 1,229 ​ ​ ​ ​ Diluted earnings per share $ 3,862,674 ​ ​ 184,622 ​ $ 20.92 ​ ​" **Prior (2024):** ​ Amount Basic earnings per share ​ $ 2,450,882 ​ ​ 166,552 ​ $ 14.72 ​ ​ $ 3,862,674 ​ ​ 183,393 ​ $ 21.06 Dilutive common share equivalents ​ ​ - ​ ​ 879 ​ ​ ​ ​ ​ ​ - ​ ​ 1,229 ​ ​ ​ Diluted earnings per share ​ $ 2,450,882 ​ ​ 167,431 ​ $ 14.64 ​ ​ $ 3,862,674 ​ ​ 184,622 ​ $ 20.92 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2021 ​ ​ Net Income ​ Shares ​ Per Share ​ ​ **Current (2025):** ​ Amount Basic earnings per share ​ $ 1,537,134 ​ ​ 155,420 ​ $ 9.89 ​ ​ $ 2,450,882 ​ ​ 166,552 ​ $ 14.72 Dilutive common share equivalents ​ ​ - ​ ​ 716 ​ ​ ​ ​ ​ ​ - ​ ​ 879 ​ ​ ​ Diluted earnings per share ​ $ 1,537,134 ​ ​ 156,136 ​ $ 9.84 ​ ​ $ 2,450,882 ​ ​ 167,431 ​ $ 14.64 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2022 ​ ​ Net Income ​ Shares ​ Per Share ​ ​ --- ## Modified: Recently Issued Not Yet Adopted Accounting Pronouncements **Key changes:** - Removed sentence: "In November 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which is intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses." - Removed sentence: "The guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024." - Removed sentence: "Early adoption is permitted." - Removed sentence: "The guidance is to be applied retrospectively to all prior periods presented in the financial statements." - Removed sentence: "Upon transition, the segment expense categories and amounts disclosed in the prior periods should be based on the significant segment expense categories identified and disclosed in the period of adoption." **Prior (2024):** In November 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which is intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The guidance is to be applied retrospectively to all prior periods presented in the financial statements. Upon transition, the segment expense categories and amounts disclosed in the prior periods should be based on the significant segment expense categories identified and disclosed in the period of adoption. The company is currently evaluating the potential impact of adopting this new guidance on the consolidated financial statements and related disclosures. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which modifies the rules on income tax disclosures to require entities to disclose specific categories in the rate reconciliation, the income or loss from continuing operations before income tax expense or benefit (separated between domestic and foreign) and income tax expense or benefit from continuing operations (separated by federal, state and foreign). ASU 2023-09 also requires entities to disclose their income tax payments to international, federal, state and local jurisdictions, among other changes. The guidance is effective for annual periods beginning after December 15, 2024. Early adoption is permitted for annual financial statements that have not yet been issued or made available for issuance. ASU 2023-09 is to be applied on a prospective basis, but retrospective application is permitted. The company is currently evaluating the potential impact of adopting this new guidance on the consolidated financial statements and related disclosures. **Current (2025):** In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which modifies the rules on income tax disclosures to require entities to disclose specific categories in the rate reconciliation, the income or loss from continuing operations before income tax expense or benefit (separated between domestic and foreign) and income tax expense or benefit from continuing operations (separated by federal, state and foreign). ASU 2023-09 also requires entities to disclose their income tax payments to international, federal, state, and local jurisdictions, among other changes. The guidance is effective for annual periods beginning after December 15, 2024. Early adoption is permitted for annual financial statements that have not yet been issued or made available for issuance. ASU 2023-09 is to be applied on a prospective basis, but retrospective application is permitted. The company is currently evaluating the impact of adopting ASU 2023-09. In November 2024, the FASB issued ASU 2024-03, Income Statement Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, requiring public entitles to disclose additional information about specific expense categories in the notes to the financial statements on an interim and annual basis. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and for interim periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2024-03. --- ## Modified: Note 6. Equity-Based Incentive Plans (Continued) **Key changes:** - Removed sentence: "none have been granted), unrestricted stock awards (of which none have been granted), stock appreciation rights (SARs), and performance awards, such as long-term incentive compensation program (LTIP)." - Removed sentence: "Under the 2023 Plan, 9.0 million shares of common stock were reserved for grant through December 31, 2033." - Removed sentence: "The 2023 Plan uses a fungible share concept under which any awards that are not a full-value award, such as stock options and stock-settled SARs, will be counted against the share reserve as one share for each share of common stock, and awards that are full-value awards, such as RSUs, DSUs, restricted and unrestricted stock awards, and performance awards, will be counted against the share reserve as 2.09 shares for each share of common stock." - Removed sentence: "The SARs the company has granted to date can only be settled in cash, and thus, do not count against the share reserve." - Removed sentence: "At December 31, 2023, there were 7.5 million shares still available for issuance." **Prior (2024):** none have been granted), unrestricted stock awards (of which none have been granted), stock appreciation rights (SARs), and performance awards, such as long-term incentive compensation program (LTIP). Under the 2023 Plan, 9.0 million shares of common stock were reserved for grant through December 31, 2033. The 2023 Plan uses a fungible share concept under which any awards that are not a full-value award, such as stock options and stock-settled SARs, will be counted against the share reserve as one share for each share of common stock, and awards that are full-value awards, such as RSUs, DSUs, restricted and unrestricted stock awards, and performance awards, will be counted against the share reserve as 2.09 shares for each share of common stock. The SARs the company has granted to date can only be settled in cash, and thus, do not count against the share reserve. At December 31, 2023, there were 7.5 million shares still available for issuance. Substantially all of the company's full-time, non-union, U.S. team members receive RSUs, which are granted annually in November at no cost to employees and vest 100% over the shorter of two years from grant date or upon the recipient reaching retirement eligible age (59½ years). During 2023, 2022, and 2021, certain senior leadership of the company received RSUs in February which vest over a period of 2 to 4 years. The stock is issued to employees upon vesting. The company satisfies RSUs with newly issued shares, and satisfies restricted and unrestricted stock awards, DSUs, and performance awards with treasury shares. In addition to the RSUs and LTIP awards granted during the three-year period ended December 31, 2023, presented below, the company awarded 18,000, 20,000 and 25,000 DSUs in 2023, 2022 and 2021, respectively; and 171,200 SARs in 2021. No SARs awards were granted in 2023 and 2022. The 77,000 SARs awards outstanding at December 31, 2023, for which no shares of common stock can be issued because the awards must be cash-settled upon exercise, have a weighted-average exercise price of $38.74. 59½ years **Current (2025):** Substantially all of the company's full-time, non-union, U.S. team members receive RSUs, which are granted annually in November at no cost to employees and vest 100% over the shorter of two years from grant date or upon the recipient reaching retirement eligible age (59½ years). During 2024, 2023, and 2022, certain senior leadership of the company received RSUs in February which vest over a period of 2 to 4 years. The stock is issued to employees upon vesting. The company satisfies RSUs with newly issued shares, and satisfies restricted and unrestricted stock awards, DSUs, and performance awards with treasury shares. In addition to the RSUs and LTIP awards granted during the three-year period ended December 31, 2024, presented below, the company awarded 13,000, 18,000 and 20,000 DSUs in 2024, 2023 and 2022, respectively. The 1,300 SARs awards outstanding at December 31, 2024, for which no shares of common stock can be issued because the awards must be cash-settled upon exercise, have a weighted-average exercise price of $42.83. 59½ years --- ## Modified: Gross profit **Key changes:** - Reworded sentence: "​ 2,802,586 ​ ​ 4,045,883 ​ ​ 6,117,831 ​ ​ ​ ​ ​ ​ ​ ​ ​ Selling, general and administrative expenses ​ 664,119 ​ ​ 588,621 ​ ​ 545,621 Profit sharing ​ 164,904 ​ ​ 272,033 ​ ​ 452,551 Amortization of intangible assets ​ 30,526 ​ ​ 34,048 ​ ​ 27,837" **Prior (2024):** ​ 4,045,883 ​ ​ 6,117,831 ​ ​ 5,362,424 ​ ​ ​ ​ ​ ​ ​ ​ ​ Selling, general and administrative expenses ​ 588,621 ​ ​ 545,621 ​ ​ 643,976 Profit sharing ​ 272,033 ​ ​ 452,551 ​ ​ 388,111 Amortization of intangible assets ​ 34,048 ​ ​ 27,837 ​ ​ 29,232 **Current (2025):** ​ 2,802,586 ​ ​ 4,045,883 ​ ​ 6,117,831 ​ ​ ​ ​ ​ ​ ​ ​ ​ Selling, general and administrative expenses ​ 664,119 ​ ​ 588,621 ​ ​ 545,621 Profit sharing ​ 164,904 ​ ​ 272,033 ​ ​ 452,551 Amortization of intangible assets ​ 30,526 ​ ​ 34,048 ​ ​ 27,837 --- ## Modified: Operating activities: **Key changes:** - Reworded sentence: "​ ​ ​ ​ ​ ​ ​ ​ Net income $ 1,549,956 ​ $ 2,467,332 ​ $ 3,879,492 ​ ​ ​ ​ ​ ​ ​ ​ ​ Adjustments to reconcile net income to net cash provided by ​ ​ ​ ​ ​ ​ ​ ​ operating activities: ​ ​ ​ ​ ​ ​ ​ ​ Depreciation and amortization ​ 478,907 ​ ​ 437,804 ​ ​ 384,202 Equity-based compensation ​ 66,589 ​ ​ 61,744 ​ ​ 59,240 Deferred income taxes ​ (42,583) ​ ​ 55,665 ​ ​ 37,186 Other adjustments ​ (5,507) ​ ​ (19,716) ​ ​ (1,795) Changes in certain assets and liabilities: ​ ​ ​ ​ ​ ​ ​ ​ Accounts receivable ​ 191,108 ​ ​ 446,765 ​ ​ (110,560) Inventories ​ (221,036) ​ ​ 232,282 ​ ​ 413,262 Other assets ​ (13,718) ​ ​ (23,777) ​ ​ (6,884) Accounts payable ​ (67,361) ​ ​ (30,148) ​ ​ (289,042) Income taxes receivable/payable ​ 10,183 ​ ​ 56,756 ​ ​ 31,623 Accrued expenses ​ (102,035) ​ ​ (164,779) ​ ​ 63,679 Net cash provided by operating activities ​ 1,844,503 ​ ​ 3,519,928 ​ ​ 4,460,403 ​ ​ ​ ​ ​ ​ ​ ​ ​" **Prior (2024):** ​ ​ ​ ​ ​ ​ ​ ​ Net income $ 2,467,332 ​ $ 3,879,492 ​ $ 3,246,814 ​ ​ ​ ​ ​ ​ ​ ​ ​ Adjustments to reconcile net income to net cash provided by ​ ​ ​ ​ ​ ​ ​ ​ operating activities: ​ ​ ​ ​ ​ ​ ​ ​ Depreciation and amortization ​ 437,804 ​ ​ 384,202 ​ ​ 347,653 Equity-based compensation ​ 61,744 ​ ​ 59,240 ​ ​ 57,715 Deferred income taxes ​ 55,665 ​ ​ 37,186 ​ ​ 322,007 Other adjustments ​ (19,716) ​ ​ (1,795) ​ ​ (3,240) Changes in certain assets and liabilities: ​ ​ ​ ​ ​ ​ ​ ​ Accounts receivable ​ 446,765 ​ ​ (110,560) ​ ​ (944,516) Inventories ​ 232,282 ​ ​ 413,262 ​ ​ (1,685,834) Other assets ​ (23,777) ​ ​ (6,884) ​ ​ (2,491) Accounts payable ​ (30,148) ​ ​ (289,042) ​ ​ 557,735 Income taxes receivable/payable ​ 56,756 ​ ​ 31,623 ​ ​ (105,921) Accrued expenses ​ (164,779) ​ ​ 63,679 ​ ​ 414,214 Net cash provided by operating activities ​ 3,519,928 ​ ​ 4,460,403 ​ ​ 2,204,136 ​ ​ ​ ​ ​ ​ ​ ​ ​ **Current (2025):** ​ ​ ​ ​ ​ ​ ​ ​ Net income $ 1,549,956 ​ $ 2,467,332 ​ $ 3,879,492 ​ ​ ​ ​ ​ ​ ​ ​ ​ Adjustments to reconcile net income to net cash provided by ​ ​ ​ ​ ​ ​ ​ ​ operating activities: ​ ​ ​ ​ ​ ​ ​ ​ Depreciation and amortization ​ 478,907 ​ ​ 437,804 ​ ​ 384,202 Equity-based compensation ​ 66,589 ​ ​ 61,744 ​ ​ 59,240 Deferred income taxes ​ (42,583) ​ ​ 55,665 ​ ​ 37,186 Other adjustments ​ (5,507) ​ ​ (19,716) ​ ​ (1,795) Changes in certain assets and liabilities: ​ ​ ​ ​ ​ ​ ​ ​ Accounts receivable ​ 191,108 ​ ​ 446,765 ​ ​ (110,560) Inventories ​ (221,036) ​ ​ 232,282 ​ ​ 413,262 Other assets ​ (13,718) ​ ​ (23,777) ​ ​ (6,884) Accounts payable ​ (67,361) ​ ​ (30,148) ​ ​ (289,042) Income taxes receivable/payable ​ 10,183 ​ ​ 56,756 ​ ​ 31,623 Accrued expenses ​ (102,035) ​ ​ (164,779) ​ ​ 63,679 Net cash provided by operating activities ​ 1,844,503 ​ ​ 3,519,928 ​ ​ 4,460,403 ​ ​ ​ ​ ​ ​ ​ ​ ​ --- ## Modified: Years Ended December 31, **Key changes:** - Reworded sentence: "​ 2024 ​ 2023 ​ 2022 ​ ​ ​ ​ ​ ​ ​ ​ ​ Net sales ​ ​ ​ ​ ​ ​ ​ ​ Unrelated parties $ 16,819,648 ​ $ 18,115,312 ​ $ 21,469,251 Related parties ​ 720,742 ​ ​ 680,004 ​ ​ 791,523" **Prior (2024):** ​ ​ ​ 2023 ​ % Change ​ 2022 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net sales ​ ​ ​ ​ ​ ​ ​ ​ ​ Steel Operations $ 13,067,622 ​ (13)% ​ $ 15,100,996 ​ ​ Metals Recycling Operations ​ 4,360,127 ​ (1)% ​ ​ 4,395,668 ​ ​ Steel Fabrication Operations ​ 2,806,777 ​ (34)% ​ ​ 4,257,207 ​ ​ Aluminum Operations ​ - ​ - ​ ​ - ​ ​ Other ​ 1,171,901 ​ (9)% ​ ​ 1,287,980 ​ ​ ​ ​ 21,406,427 ​ ​ ​ ​ 25,041,851 ​ ​ Intra-company ​ (2,611,111) ​ ​ ​ ​ (2,781,077) ​ ​ ​ $ 18,795,316 ​ (16)% ​ $ 22,260,774 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating income (loss) ​ ​ ​ ​ ​ ​ ​ ​ ​ Steel Operations $ 1,881,600 ​ (39)% ​ $ 3,092,689 ​ ​ Metals Recycling Operations ​ 88,654 ​ (24)% ​ ​ 116,497 ​ ​ Steel Fabrication Operations ​ 1,593,261 ​ (34)% ​ ​ 2,424,655 ​ ​ Aluminum Operations ​ (23,773) ​ (909)% ​ ​ (2,355) ​ ​ Other ​ (394,577) ​ 34% ​ ​ (594,045) ​ ​ ​ ​ 3,145,165 ​ ​ ​ ​ 5,037,441 ​ ​ Intra-company ​ 6,016 ​ ​ ​ ​ 54,381 ​ ​ ​ $ 3,151,181 ​ (38)% ​ $ 5,091,822 ​ ​ ​ 41 41 Table of Contents​Steel Operations Segment​Steel operations consist of our electric arc furnace (EAF) steel mills, producing steel from ferrous scrap and scrap substitutes, utilizing continuous casting, automated rolling mills and numerous steel coating, processing lines and warehouse operations. Our steel operations sell directly to end-users, steel fabricators, and service centers. These products are used in numerous industry sectors, including the construction, automotive, manufacturing, transportation, heavy and agriculture equipment, energy and pipe and tube (including OCTG) markets. Steel operations accounted for 67% and 65% of our consolidated net sales during 2023 and 2022, respectively. See Item 1. Business for further information on Steel Operations segment operations.Steel Operations Shipments (tons):​​​​​​​​​​​​​​​​​​ Years Ended December 31, ​​​2023​% Change​2022​​Total shipments 12,821,753​5% ​ 12,159,189​​Intra-segment shipments (1,449,832)​​​ (1,354,940)​​Steel Operations Segment shipments 11,371,921​5% ​ 10,804,249​​​​​​​​​​External shipments 10,976,707​5% ​ 10,411,490​​​42 Table of Contents Table of Contents Table of Contents ​Steel Operations Segment​Steel operations consist of our electric arc furnace (EAF) steel mills, producing steel from ferrous scrap and scrap substitutes, utilizing continuous casting, automated rolling mills and numerous steel coating, processing lines and warehouse operations. Our steel operations sell directly to end-users, steel fabricators, and service centers. These products are used in numerous industry sectors, including the construction, automotive, manufacturing, transportation, heavy and agriculture equipment, energy and pipe and tube (including OCTG) markets. Steel operations accounted for 67% and 65% of our consolidated net sales during 2023 and 2022, respectively. See Item 1. Business for further information on Steel Operations segment operations.Steel Operations Shipments (tons):​​​​​​​​​​​​​​​​​​ Years Ended December 31, ​​​2023​% Change​2022​​Total shipments 12,821,753​5% ​ 12,159,189​​Intra-segment shipments (1,449,832)​​​ (1,354,940)​​Steel Operations Segment shipments 11,371,921​5% ​ 10,804,249​​​​​​​​​​External shipments 10,976,707​5% ​ 10,411,490​​​ ​ **Current (2025):** ​ ​ ​ 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 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. 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.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. 2023During 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. 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. 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 Table of Contents 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. 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.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. 2023During 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. 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. 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.​ ​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. 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.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. 2023During 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. 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 $46 per ton, compared to 2023. Net sales for the steel operations segment were 4% lower in 2024 when compared to 2023, due to lower average steel selling prices on consistent volumes.​ ​ --- ## Modified: Total liabilities and equity **Key changes:** - Reworded sentence: "$ 14,935,233 ​ ​ $ 14,908,420 See notes to consolidated financial statements." **Prior (2024):** $ 14,908,420 ​ ​ $ 14,159,984 See notes to consolidated financial statements. 58 58 Table of ContentsSTEEL DYNAMICS, INC.CONSOLIDATED STATEMENTS OF INCOME(in thousands, except per share data)​​​​​​​​​​​​​​​​​​​​Years Ended December 31,​2023​2022​2021​​​​​​​​​Net sales​​​​​​​​ Unrelated parties$ 18,115,312​$ 21,469,251​$ 18,376,743 Related parties​ 680,004​​ 791,523​​ 32,107 Total net sales​ 18,795,316​​ 22,260,774​​ 18,408,850​​​​​​​​​Costs of goods sold​ 14,749,433​​ 16,142,943​​ 13,046,426 Gross profit​ 4,045,883​​ 6,117,831​​ 5,362,424​​​​​​​​​Selling, general and administrative expenses​ 588,621​​ 545,621​​ 643,976Profit sharing​ 272,033​​ 452,551​​ 388,111Amortization of intangible assets​ 34,048​​ 27,837​​ 29,232 Operating income​ 3,151,181​​ 5,091,822​​ 4,301,105​​​​​​​​​Interest expense, net of capitalized interest​ 76,484​​ 91,538​​ 57,209Other (income) expense, net​ (144,246)​​ (20,785)​​ 34,826 Income before income taxes​ 3,218,943​​ 5,021,069​​ 4,209,070​​​​​​​​​Income tax expense​ 751,611​​ 1,141,577​​ 962,256 Net income​ 2,467,332​​ 3,879,492​​ 3,246,814​​​​​​​​​Net income attributable to noncontrolling interests​ (16,450)​​ (16,818)​​ (32,748) Net income attributable to Steel Dynamics, Inc.$ 2,450,882​$ 3,862,674​$ 3,214,066​​​​​​​​​​​​​​​​​​​​​​​​​​​Basic earnings per share attributable to Steel Dynamics,​​​​​​​​ Inc. stockholders$ 14.72​$ 21.06​$ 15.67​​​​​​​​​Weighted average common shares outstanding​166,552​​183,393​​205,115​​​​​​​​​Diluted earnings per share attributable to Steel Dynamics, Inc.​​​​​​​​ stockholders, including the effect of assumed conversions​​​​​​​​ when dilutive$ 14.64​$ 20.92​$ 15.56​​​​​​​​​Weighted average common shares and share equivalents outstanding​167,431​​184,622​​206,615​​​​​​​​​Dividends declared per share$1.70​$1.36​$1.04​​​​​​See notes to consolidated financial statements.59 Table of Contents Table of Contents Table of Contents STEEL DYNAMICS, INC.CONSOLIDATED STATEMENTS OF INCOME(in thousands, except per share data)​​​​​​​​​​​​​​​​​​​​Years Ended December 31,​2023​2022​2021​​​​​​​​​Net sales​​​​​​​​ Unrelated parties$ 18,115,312​$ 21,469,251​$ 18,376,743 Related parties​ 680,004​​ 791,523​​ 32,107 Total net sales​ 18,795,316​​ 22,260,774​​ 18,408,850​​​​​​​​​Costs of goods sold​ 14,749,433​​ 16,142,943​​ 13,046,426 Gross profit​ 4,045,883​​ 6,117,831​​ 5,362,424​​​​​​​​​Selling, general and administrative expenses​ 588,621​​ 545,621​​ 643,976Profit sharing​ 272,033​​ 452,551​​ 388,111Amortization of intangible assets​ 34,048​​ 27,837​​ 29,232 Operating income​ 3,151,181​​ 5,091,822​​ 4,301,105​​​​​​​​​Interest expense, net of capitalized interest​ 76,484​​ 91,538​​ 57,209Other (income) expense, net​ (144,246)​​ (20,785)​​ 34,826 Income before income taxes​ 3,218,943​​ 5,021,069​​ 4,209,070​​​​​​​​​Income tax expense​ 751,611​​ 1,141,577​​ 962,256 Net income​ 2,467,332​​ 3,879,492​​ 3,246,814​​​​​​​​​Net income attributable to noncontrolling interests​ (16,450)​​ (16,818)​​ (32,748) Net income attributable to Steel Dynamics, Inc.$ 2,450,882​$ 3,862,674​$ 3,214,066​​​​​​​​​​​​​​​​​​​​​​​​​​​Basic earnings per share attributable to Steel Dynamics,​​​​​​​​ Inc. stockholders$ 14.72​$ 21.06​$ 15.67​​​​​​​​​Weighted average common shares outstanding​166,552​​183,393​​205,115​​​​​​​​​Diluted earnings per share attributable to Steel Dynamics, Inc.​​​​​​​​ stockholders, including the effect of assumed conversions​​​​​​​​ when dilutive$ 14.64​$ 20.92​$ 15.56​​​​​​​​​Weighted average common shares and share equivalents outstanding​167,431​​184,622​​206,615​​​​​​​​​Dividends declared per share$1.70​$1.36​$1.04​​​​​​See notes to consolidated financial statements. **Current (2025):** $ 14,935,233 ​ ​ $ 14,908,420 See notes to consolidated financial statements. 56 56 Table of ContentsSTEEL DYNAMICS, INC.CONSOLIDATED STATEMENTS OF INCOME(in thousands, except per share data)​​​​​​​​​​​​​​​​​​​​Years Ended December 31,​2024​2023​2022​​​​​​​​​Net sales​​​​​​​​ Unrelated parties$ 16,819,648​$ 18,115,312​$ 21,469,251 Related parties​ 720,742​​ 680,004​​ 791,523 Total net sales​ 17,540,390​​ 18,795,316​​ 22,260,774​​​​​​​​​Costs of goods sold​ 14,737,804​​ 14,749,433​​ 16,142,943 Gross profit​ 2,802,586​​ 4,045,883​​ 6,117,831​​​​​​​​​Selling, general and administrative expenses​ 664,119​​ 588,621​​ 545,621Profit sharing​ 164,904​​ 272,033​​ 452,551Amortization of intangible assets​ 30,526​​ 34,048​​ 27,837 Operating income​ 1,943,037​​ 3,151,181​​ 5,091,822​​​​​​​​​Interest expense, net of capitalized interest​ 56,347​​ 76,484​​ 91,538Other (income) expense, net​ (96,191)​​ (144,246)​​ (20,785) Income before income taxes​ 1,982,881​​ 3,218,943​​ 5,021,069​​​​​​​​​Income tax expense​ 432,925​​ 751,611​​ 1,141,577 Net income​ 1,549,956​​ 2,467,332​​ 3,879,492​​​​​​​​​Net income attributable to noncontrolling interests​ (12,822)​​ (16,450)​​ (16,818) Net income attributable to Steel Dynamics, Inc.$ 1,537,134​$ 2,450,882​$ 3,862,674​​​​​​​​​​​​​​​​​​​​​​​​​​​Basic earnings per share attributable to Steel Dynamics,​​​​​​​​ Inc. stockholders$ 9.89​$ 14.72​$ 21.06​​​​​​​​​Weighted average common shares outstanding​155,420​​166,552​​183,393​​​​​​​​​Diluted earnings per share attributable to Steel Dynamics, Inc.​​​​​​​​ stockholders, including the effect of assumed conversions​​​​​​​​ when dilutive$ 9.84​$ 14.64​$ 20.92​​​​​​​​​Weighted average common shares and share equivalents outstanding​156,136​​167,431​​184,622​​​​​​​​​Dividends declared per share$1.84​$1.70​$1.36​​​​​​See notes to consolidated financial statements.57 Table of Contents Table of Contents Table of Contents STEEL DYNAMICS, INC.CONSOLIDATED STATEMENTS OF INCOME(in thousands, except per share data)​​​​​​​​​​​​​​​​​​​​Years Ended December 31,​2024​2023​2022​​​​​​​​​Net sales​​​​​​​​ Unrelated parties$ 16,819,648​$ 18,115,312​$ 21,469,251 Related parties​ 720,742​​ 680,004​​ 791,523 Total net sales​ 17,540,390​​ 18,795,316​​ 22,260,774​​​​​​​​​Costs of goods sold​ 14,737,804​​ 14,749,433​​ 16,142,943 Gross profit​ 2,802,586​​ 4,045,883​​ 6,117,831​​​​​​​​​Selling, general and administrative expenses​ 664,119​​ 588,621​​ 545,621Profit sharing​ 164,904​​ 272,033​​ 452,551Amortization of intangible assets​ 30,526​​ 34,048​​ 27,837 Operating income​ 1,943,037​​ 3,151,181​​ 5,091,822​​​​​​​​​Interest expense, net of capitalized interest​ 56,347​​ 76,484​​ 91,538Other (income) expense, net​ (96,191)​​ (144,246)​​ (20,785) Income before income taxes​ 1,982,881​​ 3,218,943​​ 5,021,069​​​​​​​​​Income tax expense​ 432,925​​ 751,611​​ 1,141,577 Net income​ 1,549,956​​ 2,467,332​​ 3,879,492​​​​​​​​​Net income attributable to noncontrolling interests​ (12,822)​​ (16,450)​​ (16,818) Net income attributable to Steel Dynamics, Inc.$ 1,537,134​$ 2,450,882​$ 3,862,674​​​​​​​​​​​​​​​​​​​​​​​​​​​Basic earnings per share attributable to Steel Dynamics,​​​​​​​​ Inc. stockholders$ 9.89​$ 14.72​$ 21.06​​​​​​​​​Weighted average common shares outstanding​155,420​​166,552​​183,393​​​​​​​​​Diluted earnings per share attributable to Steel Dynamics, Inc.​​​​​​​​ stockholders, including the effect of assumed conversions​​​​​​​​ when dilutive$ 9.84​$ 14.64​$ 20.92​​​​​​​​​Weighted average common shares and share equivalents outstanding​156,136​​167,431​​184,622​​​​​​​​​Dividends declared per share$1.84​$1.70​$1.36​​​​​​See notes to consolidated financial statements. STEEL DYNAMICS, INC.CONSOLIDATED STATEMENTS OF INCOME(in thousands, except per share data)​​​​​​​​​​​​​​​​​​​​Years Ended December 31,​2024​2023​2022​​​​​​​​​Net sales​​​​​​​​ Unrelated parties$ 16,819,648​$ 18,115,312​$ 21,469,251 Related parties​ 720,742​​ 680,004​​ 791,523 Total net sales​ 17,540,390​​ 18,795,316​​ 22,260,774​​​​​​​​​Costs of goods sold​ 14,737,804​​ 14,749,433​​ 16,142,943 Gross profit​ 2,802,586​​ 4,045,883​​ 6,117,831​​​​​​​​​Selling, general and administrative expenses​ 664,119​​ 588,621​​ 545,621Profit sharing​ 164,904​​ 272,033​​ 452,551Amortization of intangible assets​ 30,526​​ 34,048​​ 27,837 Operating income​ 1,943,037​​ 3,151,181​​ 5,091,822​​​​​​​​​Interest expense, net of capitalized interest​ 56,347​​ 76,484​​ 91,538Other (income) expense, net​ (96,191)​​ (144,246)​​ (20,785) Income before income taxes​ 1,982,881​​ 3,218,943​​ 5,021,069​​​​​​​​​Income tax expense​ 432,925​​ 751,611​​ 1,141,577 Net income​ 1,549,956​​ 2,467,332​​ 3,879,492​​​​​​​​​Net income attributable to noncontrolling interests​ (12,822)​​ (16,450)​​ (16,818) Net income attributable to Steel Dynamics, Inc.$ 1,537,134​$ 2,450,882​$ 3,862,674​​​​​​​​​​​​​​​​​​​​​​​​​​​Basic earnings per share attributable to Steel Dynamics,​​​​​​​​ Inc. stockholders$ 9.89​$ 14.72​$ 21.06​​​​​​​​​Weighted average common shares outstanding​155,420​​166,552​​183,393​​​​​​​​​Diluted earnings per share attributable to Steel Dynamics, Inc.​​​​​​​​ stockholders, including the effect of assumed conversions​​​​​​​​ when dilutive$ 9.84​$ 14.64​$ 20.92​​​​​​​​​Weighted average common shares and share equivalents outstanding​156,136​​167,431​​184,622​​​​​​​​​Dividends declared per share$1.84​$1.70​$1.36​​​​​​See notes to consolidated financial statements. --- ## Modified: Operating income **Key changes:** - Reworded sentence: "​ 1,943,037 ​ ​ 3,151,181 ​ ​ 5,091,822 ​ ​ ​ ​ ​ ​ ​ ​ ​ Interest expense, net of capitalized interest ​ 56,347 ​ ​ 76,484 ​ ​ 91,538 Other (income) expense, net ​ (96,191) ​ ​ (144,246) ​ ​ (20,785)" **Prior (2024):** ​ 3,151,181 ​ ​ 5,091,822 ​ ​ 4,301,105 ​ ​ ​ ​ ​ ​ ​ ​ ​ Interest expense, net of capitalized interest ​ 76,484 ​ ​ 91,538 ​ ​ 57,209 Other (income) expense, net ​ (144,246) ​ ​ (20,785) ​ ​ 34,826 **Current (2025):** ​ 1,943,037 ​ ​ 3,151,181 ​ ​ 5,091,822 ​ ​ ​ ​ ​ ​ ​ ​ ​ Interest expense, net of capitalized interest ​ 56,347 ​ ​ 76,484 ​ ​ 91,538 Other (income) expense, net ​ (96,191) ​ ​ (144,246) ​ ​ (20,785) --- ## Modified: Note 4. Income Taxes (Continued) **Key changes:** - Reworded sentence: "It is reasonably possible that the amount of unrecognized tax benefits could change in the next twelve months in an amount ranging from zero to $12.0 million, as a result of the expiration of the statute of limitations and other federal and state income tax audits." - Reworded sentence: "The tax years 2021 through 2023 remain open to examination by the Internal Revenue Service and various state and local jurisdictions." **Prior (2024):** Significant components of the company's deferred tax assets and liabilities at December 31 are as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2023 ​ 2022 ​ ​ Deferred tax assets ​ ​ ​ ​ ​ ​ ​ Accrued expenses and allowances $ 41,894 ​ $ 34,052 ​ ​ Inventories ​ 10,685 ​ ​ 8,028 ​ ​ Net operating loss carryforwards ​ 7,663 ​ ​ 16,412 ​ ​ Amortizable assets ​ 5,798 ​ ​ - ​ ​ Other ​ 9,149 ​ ​ 8,091 ​ ​ ​ ​ 75,189 ​ ​ 66,583 ​ ​ Less: valuation allowance ​ (816) ​ ​ (805) ​ ​ Total net deferred tax assets ​ 74,373 ​ ​ 65,778 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Deferred tax liabilities ​ ​ ​ ​ ​ ​ ​ Property, plant and equipment ​ (1,013,045) ​ ​ (951,404) ​ ​ Amortizable assets ​ - ​ ​ (1,304) ​ ​ Other ​ (6,096) ​ ​ (2,173) ​ ​ Total deferred tax liabilities ​ (1,019,141) ​ ​ (954,881) ​ ​ Net deferred tax liability $ (944,768) ​ $ (889,103) ​ ​ Certain wholly-owned and controlled subsidiaries of the company file separate federal and state income tax returns. One of the controlled subsidiaries generated federal net operating loss carryforwards in the years 2018 and prior, which total $11.5 million at December 31, 2023, and which expire in the years 2037 through 2039, along with state net operating loss carryforwards which expire in the years 2034 through 2039. Annually, the company evaluates the realizability of the net deferred tax assets for this controlled subsidiary. In completing this evaluation, the company considers all available positive and negative evidence in order to determine whether, based on the weight of the evidence, a valuation allowance for its deferred tax assets was necessary. Such evidence includes current operating results, historical results, future reversals of existing taxable temporary differences and expectations for future taxable income (exclusive of the reversal of temporary differences and carryforwards), as well as the implementation of feasible and prudent tax planning strategies. Based on the positive evidence, the company concluded that it was more likely than not that the net deferred tax assets would be realized and a valuation allowance was not necessary. The company continues to maintain a valuation allowance of $816,000 and $805,000 as of December 31, 2023, and 2022, respectively, with respect to certain state tax credits of the controlled subsidiary. A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2023 ​ 2022 ​ 2021 ​ ​ Balance at January 1 $ 28,646 ​ $ 20,466 ​ $ 12,830 ​ ​ Increases related to current year tax positions ​ 1,500 ​ ​ 9,600 ​ ​ 8,250 ​ ​ Increases related to prior year tax positions ​ 1,798 ​ ​ 364 ​ ​ 2,095 ​ ​ Decreases related to prior year tax positions ​ (686) ​ ​ (1,784) ​ ​ (2,709) ​ ​ Balance at December 31 $ 31,258 ​ $ 28,646 ​ $ 20,466 ​ ​ ​ ​ 74 74 Table of ContentsNote 4. Income Taxes (Continued)Included in the balance of unrecognized tax benefits at December 31, 2023 and 2022, are potential benefits of $27.8 million and $25.1 million, respectively, that, if recognized, would affect the effective tax rate. The company recognizes interest and penalties related to its tax contingencies on a net-of-tax basis in income tax expense. During the years ended December 31, 2023 and 2022, the company recognized expense from the increase of interest expense and penalties of $1,560,000 and $480,000, respectively, net of tax and during the year ended December 31, 2021, the company recognized a benefit from the decrease of interest expense and penalties of $205,000, net of tax. In addition to the unrecognized tax benefits in the table above, the company had $3.2 million and $1.2 million accrued for the payment of interest and penalties at December 31, 2023 and 2022, respectively.It is reasonably possible that the amount of unrecognized tax benefits could change in the next twelve months in an amount ranging from zero to $10.0 million, as a result of the expiration of the statute of limitations and other federal and state income tax audits. The company files income tax returns in the U.S. federal jurisdiction as well as income tax returns in various state jurisdictions. The tax years 2020 through 2022 remain open to examination by the Internal Revenue Service and various state and local jurisdictions.Note 5. Shareholders' EquityCash DividendsThe company declared cash dividends of $280.5 million, or $1.70 per common share, during 2023; $245.3 million, or $1.36 per common share, during 2022; and $210.9 million, or $1.04 per common share, during 2021. The company paid cash dividends of $271.3 million, $237.2 million, and $213.0 million during 2023, 2022, and 2021, respectively.Treasury StockIn February 2020, the board of directors authorized a share repurchase program of up to $500.0 million of the company's common stock. This program was exhausted in July 2021. In July 2021, the board of directors authorized an additional share repurchase program of up to $1.0 billion of the company's common stock. This program was exhausted in April 2022. In February 2022, the board of directors authorized an additional share repurchase program of up to $1.25 billion of the company's common stock. This program was exhausted in November 2022. In November 2022, the board of directors authorized an additional share repurchase program of up to $1.5 billion of the company's common stock. This program was exhausted in November 2023. In November 2023, the board of directors authorized an additional share repurchase program of up to $1.5 billion of the company's common stock. Under the above share repurchase programs, and similar prior programs, purchases take place as and when the company determines in open market or private transactions made based upon the market price of the company's common stock, the nature of other investment opportunities or growth projects, the company's cash flows from operations, and general economic conditions. The share repurchase programs do not require the company to acquire any specific number of shares, and may be modified, suspended, extended or terminated by the company at any time. The share repurchase programs do not have an expiration date. The company repurchased 13.4 million shares for $1.5 billion during 2023, 23.0 million shares for $1.8 billion during 2022, and 16.9 million shares for $1.1 billion during 2021 under the share repurchase programs. At December 31, 2023, the company had remaining authorization to repurchase $1.4 billion of additional shares under the November 2023 share repurchase program.​Note 6. Equity-Based Incentive Plans2023 Equity Incentive PlanIn May 2023, the company's shareholders approved the 2023 Equity Incentive Plan (2023 Plan), which supersedes the prior Amended and Restated 2015 Equity Incentive Plan. The 2023 Plan is designed to attract, motivate and retain qualified persons that are able to make important contributions to the company's success. To accomplish these objectives, the 2023 Plan provides for awards of equity-based incentives through granting of restricted stock units (RSUs), deferred stock units (DSUs), restricted stock awards (of which none have been granted), stock options (of which75 Table of Contents Table of Contents Table of Contents Note 4. Income Taxes (Continued)Included in the balance of unrecognized tax benefits at December 31, 2023 and 2022, are potential benefits of $27.8 million and $25.1 million, respectively, that, if recognized, would affect the effective tax rate. The company recognizes interest and penalties related to its tax contingencies on a net-of-tax basis in income tax expense. During the years ended December 31, 2023 and 2022, the company recognized expense from the increase of interest expense and penalties of $1,560,000 and $480,000, respectively, net of tax and during the year ended December 31, 2021, the company recognized a benefit from the decrease of interest expense and penalties of $205,000, net of tax. In addition to the unrecognized tax benefits in the table above, the company had $3.2 million and $1.2 million accrued for the payment of interest and penalties at December 31, 2023 and 2022, respectively.It is reasonably possible that the amount of unrecognized tax benefits could change in the next twelve months in an amount ranging from zero to $10.0 million, as a result of the expiration of the statute of limitations and other federal and state income tax audits. The company files income tax returns in the U.S. federal jurisdiction as well as income tax returns in various state jurisdictions. The tax years 2020 through 2022 remain open to examination by the Internal Revenue Service and various state and local jurisdictions.Note 5. Shareholders' EquityCash DividendsThe company declared cash dividends of $280.5 million, or $1.70 per common share, during 2023; $245.3 million, or $1.36 per common share, during 2022; and $210.9 million, or $1.04 per common share, during 2021. The company paid cash dividends of $271.3 million, $237.2 million, and $213.0 million during 2023, 2022, and 2021, respectively.Treasury StockIn February 2020, the board of directors authorized a share repurchase program of up to $500.0 million of the company's common stock. This program was exhausted in July 2021. In July 2021, the board of directors authorized an additional share repurchase program of up to $1.0 billion of the company's common stock. This program was exhausted in April 2022. In February 2022, the board of directors authorized an additional share repurchase program of up to $1.25 billion of the company's common stock. This program was exhausted in November 2022. In November 2022, the board of directors authorized an additional share repurchase program of up to $1.5 billion of the company's common stock. This program was exhausted in November 2023. In November 2023, the board of directors authorized an additional share repurchase program of up to $1.5 billion of the company's common stock. Under the above share repurchase programs, and similar prior programs, purchases take place as and when the company determines in open market or private transactions made based upon the market price of the company's common stock, the nature of other investment opportunities or growth projects, the company's cash flows from operations, and general economic conditions. The share repurchase programs do not require the company to acquire any specific number of shares, and may be modified, suspended, extended or terminated by the company at any time. The share repurchase programs do not have an expiration date. The company repurchased 13.4 million shares for $1.5 billion during 2023, 23.0 million shares for $1.8 billion during 2022, and 16.9 million shares for $1.1 billion during 2021 under the share repurchase programs. At December 31, 2023, the company had remaining authorization to repurchase $1.4 billion of additional shares under the November 2023 share repurchase program.​Note 6. Equity-Based Incentive Plans2023 Equity Incentive PlanIn May 2023, the company's shareholders approved the 2023 Equity Incentive Plan (2023 Plan), which supersedes the prior Amended and Restated 2015 Equity Incentive Plan. The 2023 Plan is designed to attract, motivate and retain qualified persons that are able to make important contributions to the company's success. To accomplish these objectives, the 2023 Plan provides for awards of equity-based incentives through granting of restricted stock units (RSUs), deferred stock units (DSUs), restricted stock awards (of which none have been granted), stock options (of which **Current (2025):** Significant components of the company's deferred tax assets and liabilities at December 31 are as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2024 ​ 2023 ​ ​ Deferred tax assets ​ ​ ​ ​ ​ ​ ​ Accrued expenses and allowances $ 41,031 ​ $ 41,894 ​ ​ Inventories ​ 6,892 ​ ​ 10,685 ​ ​ Net operating loss carryforwards ​ 24,381 ​ ​ 7,663 ​ ​ Amortizable assets ​ 39,657 ​ ​ 5,798 ​ ​ Other ​ 5,916 ​ ​ 9,149 ​ ​ ​ ​ 117,877 ​ ​ 75,189 ​ ​ Less: valuation allowance ​ (1,150) ​ ​ (816) ​ ​ Total net deferred tax assets ​ 116,727 ​ ​ 74,373 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Deferred tax liabilities ​ ​ ​ ​ ​ ​ ​ Property, plant and equipment ​ (1,014,515) ​ ​ (1,013,045) ​ ​ Other ​ (4,398) ​ ​ (6,096) ​ ​ Total deferred tax liabilities ​ (1,018,913) ​ ​ (1,019,141) ​ ​ Net deferred tax liability $ (902,186) ​ $ (944,768) ​ ​ Certain wholly-owned and controlled subsidiaries of the company file separate federal and state income tax returns. One of the controlled subsidiaries generated federal net operating loss carryforwards in the years 2018 and prior, which were fully utilized as of December 31, 2024, but continues to have state net operating loss carryforwards which expire in the years 2034 through 2039. Annually, the company evaluates the realizability of the net deferred tax assets for this controlled subsidiary. In completing this evaluation, the company considers all available positive and negative evidence in order to determine whether, based on the weight of the evidence, a valuation allowance for its deferred tax assets is necessary. Such evidence includes current operating results, historical results, future reversals of existing taxable temporary differences and expectations for future taxable income (exclusive of the reversal of temporary differences and carryforwards), as well as the implementation of feasible and prudent tax planning strategies. Based on the evidence, the company maintained a valuation allowance of $1,150,000 and $816,000 as of December 31, 2024, and 2023, respectively, with respect to certain state tax credits of the controlled subsidiary. A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2024 ​ 2023 ​ 2022 ​ ​ Balance at January 1 $ 31,258 ​ $ 28,646 ​ $ 20,466 ​ ​ Increases related to current year tax positions ​ 5,115 ​ ​ 1,500 ​ ​ 9,600 ​ ​ Increases related to prior year tax positions ​ 263 ​ ​ 1,798 ​ ​ 364 ​ ​ Decreases related to prior year tax positions ​ (6,949) ​ ​ (686) ​ ​ (1,784) ​ ​ Balance at December 31 $ 29,687 ​ $ 31,258 ​ $ 28,646 ​ ​ Included in the balance of unrecognized tax benefits at December 31, 2024 and 2023 are potential benefits of $26.4 million and $27.8 million, respectively, that, if recognized, would affect the effective tax rate. The company recognizes interest and penalties related to its tax contingencies on a net-of-tax basis in income tax expense. During the years ended December 31, 2024, 2023, and 2022, the company recognized expense from the increase of interest expense and penalties of $710,000, $1,560,000, and $480,000, respectively, net of tax. In addition to the unrecognized tax benefits in the table above, the company had $4.2 million and $3.2 million accrued for the payment of interest and penalties at December 31, 2024 and 2023, respectively. ​ 73 73 Table of ContentsNote 4. Income Taxes (Continued)It is reasonably possible that the amount of unrecognized tax benefits could change in the next twelve months in an amount ranging from zero to $12.0 million, as a result of the expiration of the statute of limitations and other federal and state income tax audits. The company files income tax returns in the U.S. 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.Note 5. Shareholders' EquityCash DividendsThe company declared cash dividends of $284.1 million, or $1.84 per common share, during 2024; $280.5 million, or $1.70 per common share, during 2023; and $245.3 million, or $1.36 per common share, during 2022. The company paid cash dividends of $282.6 million, $271.3 million, and $237.2 million during 2024, 2023, and 2022, respectively.Treasury StockIn July 2021, the board of directors authorized a share repurchase program of up to $1.0 billion of the company's common stock. This program was exhausted in April 2022. In February 2022, the board of directors authorized an additional share repurchase program of up to $1.25 billion of the company's common stock. This program was exhausted in November 2022. In November 2022, the board of directors authorized an additional share repurchase program of up to $1.5 billion of the company's common stock. This program was exhausted in November 2023. In November 2023, the board of directors authorized an additional share repurchase program of up to $1.5 billion of the company's common stock. Subsequent to December 31, 2024, in February 2025, the board of directors authorized an additional share repurchase program of up to $1.5 billion of the company's common stock. Under the share repurchase programs, purchases take place as and when we determine in open market or private transactions made based upon the market price of our common stock, the nature of other investment opportunities or growth projects, our cash flows from operations, and general economic conditions. 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. The company repurchased 9.4 million shares for $1.2 billion during 2024, 13.4 million shares for $1.5 billion during 2023, and 23.0 million shares for $1.8 billion during 2022 under the share repurchase programs. At December 31, 2024, the company had remaining authorization to repurchase $193.5 million of additional shares under the November 2023 share repurchase program.​Note 6. Equity-Based Incentive Plans2023 Equity Incentive PlanIn May 2023, the company's shareholders approved the 2023 Equity Incentive Plan (2023 Plan), which supersedes the prior Amended and Restated 2015 Equity Incentive Plan. The 2023 Plan is designed to attract, motivate, and retain qualified persons that are able to make important contributions to the company's success. To accomplish these objectives, the 2023 Plan provides for awards of equity-based incentives through granting of restricted stock units (RSUs), deferred stock units (DSUs), stock appreciation rights (SARs), performance awards, such as the long-term incentive compensation program (LTIP), restricted stock awards (of which none have been granted), stock options (of which none have been granted), and unrestricted stock awards (of which none have been granted). Under the 2023 Plan, 9.0 million shares of common stock were reserved for grant through December 31, 2033. The 2023 Plan uses a fungible share concept under which any awards that are not a full-value award, such as stock options and stock-settled SARs, will be counted against the share reserve as one share for each share of common stock, and awards that are full-value awards, such as RSUs, DSUs, restricted and unrestricted stock awards, and performance awards, will be counted against the share reserve as 2.09 shares for each share of common stock. The SARs the company has granted to date can only be settled in cash, and thus, do not count against the share reserve. At December 31, 2024, there were 6.2 million shares still available for issuance.74 Table of Contents Table of Contents Table of Contents Note 4. Income Taxes (Continued)It is reasonably possible that the amount of unrecognized tax benefits could change in the next twelve months in an amount ranging from zero to $12.0 million, as a result of the expiration of the statute of limitations and other federal and state income tax audits. The company files income tax returns in the U.S. 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.Note 5. Shareholders' EquityCash DividendsThe company declared cash dividends of $284.1 million, or $1.84 per common share, during 2024; $280.5 million, or $1.70 per common share, during 2023; and $245.3 million, or $1.36 per common share, during 2022. The company paid cash dividends of $282.6 million, $271.3 million, and $237.2 million during 2024, 2023, and 2022, respectively.Treasury StockIn July 2021, the board of directors authorized a share repurchase program of up to $1.0 billion of the company's common stock. This program was exhausted in April 2022. In February 2022, the board of directors authorized an additional share repurchase program of up to $1.25 billion of the company's common stock. This program was exhausted in November 2022. In November 2022, the board of directors authorized an additional share repurchase program of up to $1.5 billion of the company's common stock. This program was exhausted in November 2023. In November 2023, the board of directors authorized an additional share repurchase program of up to $1.5 billion of the company's common stock. Subsequent to December 31, 2024, in February 2025, the board of directors authorized an additional share repurchase program of up to $1.5 billion of the company's common stock. Under the share repurchase programs, purchases take place as and when we determine in open market or private transactions made based upon the market price of our common stock, the nature of other investment opportunities or growth projects, our cash flows from operations, and general economic conditions. 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. The company repurchased 9.4 million shares for $1.2 billion during 2024, 13.4 million shares for $1.5 billion during 2023, and 23.0 million shares for $1.8 billion during 2022 under the share repurchase programs. At December 31, 2024, the company had remaining authorization to repurchase $193.5 million of additional shares under the November 2023 share repurchase program.​Note 6. Equity-Based Incentive Plans2023 Equity Incentive PlanIn May 2023, the company's shareholders approved the 2023 Equity Incentive Plan (2023 Plan), which supersedes the prior Amended and Restated 2015 Equity Incentive Plan. The 2023 Plan is designed to attract, motivate, and retain qualified persons that are able to make important contributions to the company's success. To accomplish these objectives, the 2023 Plan provides for awards of equity-based incentives through granting of restricted stock units (RSUs), deferred stock units (DSUs), stock appreciation rights (SARs), performance awards, such as the long-term incentive compensation program (LTIP), restricted stock awards (of which none have been granted), stock options (of which none have been granted), and unrestricted stock awards (of which none have been granted). Under the 2023 Plan, 9.0 million shares of common stock were reserved for grant through December 31, 2033. The 2023 Plan uses a fungible share concept under which any awards that are not a full-value award, such as stock options and stock-settled SARs, will be counted against the share reserve as one share for each share of common stock, and awards that are full-value awards, such as RSUs, DSUs, restricted and unrestricted stock awards, and performance awards, will be counted against the share reserve as 2.09 shares for each share of common stock. The SARs the company has granted to date can only be settled in cash, and thus, do not count against the share reserve. At December 31, 2024, there were 6.2 million shares still available for issuance. Note 4. Income Taxes (Continued)It is reasonably possible that the amount of unrecognized tax benefits could change in the next twelve months in an amount ranging from zero to $12.0 million, as a result of the expiration of the statute of limitations and other federal and state income tax audits. The company files income tax returns in the U.S. 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.Note 5. Shareholders' EquityCash DividendsThe company declared cash dividends of $284.1 million, or $1.84 per common share, during 2024; $280.5 million, or $1.70 per common share, during 2023; and $245.3 million, or $1.36 per common share, during 2022. The company paid cash dividends of $282.6 million, $271.3 million, and $237.2 million during 2024, 2023, and 2022, respectively.Treasury StockIn July 2021, the board of directors authorized a share repurchase program of up to $1.0 billion of the company's common stock. This program was exhausted in April 2022. In February 2022, the board of directors authorized an additional share repurchase program of up to $1.25 billion of the company's common stock. This program was exhausted in November 2022. In November 2022, the board of directors authorized an additional share repurchase program of up to $1.5 billion of the company's common stock. This program was exhausted in November 2023. In November 2023, the board of directors authorized an additional share repurchase program of up to $1.5 billion of the company's common stock. Subsequent to December 31, 2024, in February 2025, the board of directors authorized an additional share repurchase program of up to $1.5 billion of the company's common stock. Under the share repurchase programs, purchases take place as and when we determine in open market or private transactions made based upon the market price of our common stock, the nature of other investment opportunities or growth projects, our cash flows from operations, and general economic conditions. 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. The company repurchased 9.4 million shares for $1.2 billion during 2024, 13.4 million shares for $1.5 billion during 2023, and 23.0 million shares for $1.8 billion during 2022 under the share repurchase programs. At December 31, 2024, the company had remaining authorization to repurchase $193.5 million of additional shares under the November 2023 share repurchase program.​Note 6. Equity-Based Incentive Plans2023 Equity Incentive PlanIn May 2023, the company's shareholders approved the 2023 Equity Incentive Plan (2023 Plan), which supersedes the prior Amended and Restated 2015 Equity Incentive Plan. The 2023 Plan is designed to attract, motivate, and retain qualified persons that are able to make important contributions to the company's success. To accomplish these objectives, the 2023 Plan provides for awards of equity-based incentives through granting of restricted stock units (RSUs), deferred stock units (DSUs), stock appreciation rights (SARs), performance awards, such as the long-term incentive compensation program (LTIP), restricted stock awards (of which none have been granted), stock options (of which none have been granted), and unrestricted stock awards (of which none have been granted). Under the 2023 Plan, 9.0 million shares of common stock were reserved for grant through December 31, 2033. The 2023 Plan uses a fungible share concept under which any awards that are not a full-value award, such as stock options and stock-settled SARs, will be counted against the share reserve as one share for each share of common stock, and awards that are full-value awards, such as RSUs, DSUs, restricted and unrestricted stock awards, and performance awards, will be counted against the share reserve as 2.09 shares for each share of common stock. The SARs the company has granted to date can only be settled in cash, and thus, do not count against the share reserve. At December 31, 2024, there were 6.2 million shares still available for issuance. --- ## Modified: Dividends declared per share **Key changes:** - Reworded sentence: "$ 1.84 ​ $ 1.70 ​ $ 1.36 ​ ​ ​ ​ ​ ​ See notes to consolidated financial statements." **Prior (2024):** $ 1.70 ​ $ 1.36 ​ $ 1.04 ​ ​ ​ ​ ​ ​ See notes to consolidated financial statements. 59 59 Table of ContentsSTEEL DYNAMICS, INC.CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME(in thousands)​​​​​​​​​​​​​​​​​​​​Years Ended December 31,​2023​2022​2021​​​​​​​​​Net income$ 2,467,332​$ 3,879,492​$ 3,246,814Other comprehensive income (loss) - net unrealized gain (loss) on cash flow​​​​​​​​ hedging derivatives, net of income tax benefit of $149, income tax expense of​​​​​​​​ $937, and income tax benefit of $1,247 for 2023, 2022 and 2021, respectively​ (468)​​ 2,980​​ (3,993)Comprehensive income​ 2,466,864​​ 3,882,472​​ 3,242,821​​​​​​​​​Comprehensive income attributable to noncontrolling interests​ (16,450)​​ (16,818)​​ (32,748) Comprehensive income attributable to Steel Dynamics, Inc.$ 2,450,414​$ 3,865,654​$ 3,210,073​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​See notes to consolidated financial statements.​60 Table of Contents Table of Contents Table of Contents STEEL DYNAMICS, INC.CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME(in thousands)​​​​​​​​​​​​​​​​​​​​Years Ended December 31,​2023​2022​2021​​​​​​​​​Net income$ 2,467,332​$ 3,879,492​$ 3,246,814Other comprehensive income (loss) - net unrealized gain (loss) on cash flow​​​​​​​​ hedging derivatives, net of income tax benefit of $149, income tax expense of​​​​​​​​ $937, and income tax benefit of $1,247 for 2023, 2022 and 2021, respectively​ (468)​​ 2,980​​ (3,993)Comprehensive income​ 2,466,864​​ 3,882,472​​ 3,242,821​​​​​​​​​Comprehensive income attributable to noncontrolling interests​ (16,450)​​ (16,818)​​ (32,748) Comprehensive income attributable to Steel Dynamics, Inc.$ 2,450,414​$ 3,865,654​$ 3,210,073​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​See notes to consolidated financial statements.​ **Current (2025):** $ 1.84 ​ $ 1.70 ​ $ 1.36 ​ ​ ​ ​ ​ ​ See notes to consolidated financial statements. 57 57 Table of ContentsSTEEL DYNAMICS, INC.CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME(in thousands)​​​​​​​​​​​​​​​​​​​​Years Ended December 31,​2024​2023​2022​​​​​​​​​Net income$ 1,549,956​$ 2,467,332​$ 3,879,492Other comprehensive income (loss) - net unrealized gain (loss) on cash flow​​​​​​​​ hedging derivatives, net of income tax benefits of $135, $149, and​​​​​​​​ income tax expense of $937 for 2024, 2023 and 2022, respectively​ (421)​​ (468)​​ 2,980Comprehensive income​ 1,549,535​​ 2,466,864​​ 3,882,472​​​​​​​​​Comprehensive income attributable to noncontrolling interests​ (12,822)​​ (16,450)​​ (16,818) Comprehensive income attributable to Steel Dynamics, Inc.$ 1,536,713​$ 2,450,414​$ 3,865,654​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​See notes to consolidated financial statements.​58 Table of Contents Table of Contents Table of Contents STEEL DYNAMICS, INC.CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME(in thousands)​​​​​​​​​​​​​​​​​​​​Years Ended December 31,​2024​2023​2022​​​​​​​​​Net income$ 1,549,956​$ 2,467,332​$ 3,879,492Other comprehensive income (loss) - net unrealized gain (loss) on cash flow​​​​​​​​ hedging derivatives, net of income tax benefits of $135, $149, and​​​​​​​​ income tax expense of $937 for 2024, 2023 and 2022, respectively​ (421)​​ (468)​​ 2,980Comprehensive income​ 1,549,535​​ 2,466,864​​ 3,882,472​​​​​​​​​Comprehensive income attributable to noncontrolling interests​ (12,822)​​ (16,450)​​ (16,818) Comprehensive income attributable to Steel Dynamics, Inc.$ 1,536,713​$ 2,450,414​$ 3,865,654​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​See notes to consolidated financial statements.​ STEEL DYNAMICS, INC.CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME(in thousands)​​​​​​​​​​​​​​​​​​​​Years Ended December 31,​2024​2023​2022​​​​​​​​​Net income$ 1,549,956​$ 2,467,332​$ 3,879,492Other comprehensive income (loss) - net unrealized gain (loss) on cash flow​​​​​​​​ hedging derivatives, net of income tax benefits of $135, $149, and​​​​​​​​ income tax expense of $937 for 2024, 2023 and 2022, respectively​ (421)​​ (468)​​ 2,980Comprehensive income​ 1,549,535​​ 2,466,864​​ 3,882,472​​​​​​​​​Comprehensive income attributable to noncontrolling interests​ (12,822)​​ (16,450)​​ (16,818) Comprehensive income attributable to Steel Dynamics, Inc.$ 1,536,713​$ 2,450,414​$ 3,865,654​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​See notes to consolidated financial statements.​ --- ## Modified: Segment Results 2024 vs. 2023 **Key changes:** - Reworded sentence: "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." - Reworded sentence: "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." - Reworded sentence: "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." **Prior (2024):** During 2023, our steel operations achieved record annual shipments of 12.8 million tons (11.4 million excluding intra-segment) a 5% increase over 2022 shipments, including 1.4 million tons from Sinton during 2023, an increase of 67% over 2022. Customer order activity and steel demand were strong during 2023, with the construction, automotive, industrial, and energy sectors continuing to lead demand. In spite of strong market demand, average selling prices were lower during 2023 compared to 2022, as total steel segment average selling prices decreased 18%, or $249 per ton, compared to 2022. Sheet steel pricing was 22% lower, while long products pricing decreased 6%. Net sales for the steel operations segment were 13% lower in 2023 when compared to historically high prices in 2022, due to lower average steel selling prices more than offsetting record volumes. ​ 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 metallic raw material cost consumed in our steel mills decreased $61 per net ton, or 13%, in 2023 compared to 2022, 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 sheet steel 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 20% in 2023 compared to 2022. Due to this metal spread compression, operating income for the steel operations decreased 39%, to $1.9 billion, in 2023 compared to 2022. 43 43 Table of ContentsMetals Recycling Operations Segment​Metals recycling operations includes both ferrous and nonferrous scrap metal processing, transportation, marketing, brokerage, and scrap management services. Our steel mills utilize a large portion of the ferrous scrap sold by our metals recycling operations as raw material in our steelmaking operations, and the remainder is sold to other consumers, such as other steel manufacturers and foundries. In 2023 and 2022, 62% and 66%, respectively, of metals recycling operations ferrous scrap was sold to our own steel mills, while our steel mill utilization was 82% and 77% including Sinton (91% and 92% exclusive of Sinton) in 2023 and 2022, respectively. Metals recycling operations accounted for 12% and 10% of our consolidated net sales during 2023 and 2022, respectively.Metals Recycling Operations Shipments:​​​​​​​​​​​​​​​​​​​​​Years Ended December 31,​​​​2023​% Change​2022​​Ferrous metal (gross tons)​​​​​​​​Total​ 5,779,114​9% ​ 5,301,774​​Inter-company​ (3,579,958)​​​ (3,475,662)​​External shipments​ 2,199,156​20% ​ 1,826,112​​​​​​​​​​​Nonferrous metal (thousands of pounds)​​​​​​​​Total​ 1,108,211​5% ​ 1,053,852​​Inter-company​ (157,892)​​​ (138,407)​​External shipments​ 950,319​4% ​ 915,445​​Segment Results 2023 vs. 2022During 2023, our metals recycling operations continued to benefit from solid domestic steel industry demand, resulting in higher ferrous and nonferrous scrap shipments compared to 2022. We were able to increase shipments even as domestic steel mill utilization rates declined slightly to approximately 75% in 2023, as compared to approximately 78% in 2022. Ferrous and nonferrous shipments increased 9% and 5%, respectively, in 2023 compared to 2022. Net sales for our metals recycling operations in 2023 were comparable to 2022, as increased shipments were offset by ferrous and nonferrous average selling prices that decreased 7% and 8%, respectively, during 2023 compared to 2022.​Ferrous metal spread (which we define as the difference between average selling prices and the cost of purchased scrap) decreased 7% and nonferrous metal spread increased 9% during 2023 compared to 2022. As a result of the overall decreased metals spreads, metals recycling operations operating income decreased 24% to $88.7 million in 2023 compared to 2022.​44 Table of Contents Table of Contents Table of Contents Metals Recycling Operations Segment​Metals recycling operations includes both ferrous and nonferrous scrap metal processing, transportation, marketing, brokerage, and scrap management services. Our steel mills utilize a large portion of the ferrous scrap sold by our metals recycling operations as raw material in our steelmaking operations, and the remainder is sold to other consumers, such as other steel manufacturers and foundries. In 2023 and 2022, 62% and 66%, respectively, of metals recycling operations ferrous scrap was sold to our own steel mills, while our steel mill utilization was 82% and 77% including Sinton (91% and 92% exclusive of Sinton) in 2023 and 2022, respectively. Metals recycling operations accounted for 12% and 10% of our consolidated net sales during 2023 and 2022, respectively.Metals Recycling Operations Shipments:​​​​​​​​​​​​​​​​​​​​​Years Ended December 31,​​​​2023​% Change​2022​​Ferrous metal (gross tons)​​​​​​​​Total​ 5,779,114​9% ​ 5,301,774​​Inter-company​ (3,579,958)​​​ (3,475,662)​​External shipments​ 2,199,156​20% ​ 1,826,112​​​​​​​​​​​Nonferrous metal (thousands of pounds)​​​​​​​​Total​ 1,108,211​5% ​ 1,053,852​​Inter-company​ (157,892)​​​ (138,407)​​External shipments​ 950,319​4% ​ 915,445​​Segment Results 2023 vs. 2022During 2023, our metals recycling operations continued to benefit from solid domestic steel industry demand, resulting in higher ferrous and nonferrous scrap shipments compared to 2022. We were able to increase shipments even as domestic steel mill utilization rates declined slightly to approximately 75% in 2023, as compared to approximately 78% in 2022. Ferrous and nonferrous shipments increased 9% and 5%, respectively, in 2023 compared to 2022. Net sales for our metals recycling operations in 2023 were comparable to 2022, as increased shipments were offset by ferrous and nonferrous average selling prices that decreased 7% and 8%, respectively, during 2023 compared to 2022.​Ferrous metal spread (which we define as the difference between average selling prices and the cost of purchased scrap) decreased 7% and nonferrous metal spread increased 9% during 2023 compared to 2022. As a result of the overall decreased metals spreads, metals recycling operations operating income decreased 24% to $88.7 million in 2023 compared to 2022.​ **Current (2025):** 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. 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. 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 41 Table of ContentsMetallic 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 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. 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. Our steel mills utilize a large portion of the ferrous scrap sold by our metals recycling operations as raw material in our steelmaking operations, and the remainder is sold to other consumers, such as other steel manufacturers and foundries. 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.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. 2023During 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. Net sales for our metals recycling operations in 2024 were comparable to 2023 based on consistent shipments. 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. 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 Table of Contents 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. 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. 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. Our steel mills utilize a large portion of the ferrous scrap sold by our metals recycling operations as raw material in our steelmaking operations, and the remainder is sold to other consumers, such as other steel manufacturers and foundries. 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.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. 2023During 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. Net sales for our metals recycling operations in 2024 were comparable to 2023 based on consistent shipments. 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. 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.​ 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 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. 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. Our steel mills utilize a large portion of the ferrous scrap sold by our metals recycling operations as raw material in our steelmaking operations, and the remainder is sold to other consumers, such as other steel manufacturers and foundries. 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.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. 2023During 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. Net sales for our metals recycling operations in 2024 were comparable to 2023 based on consistent shipments. 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. 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.​ 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 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. Due to metal spread compression, operating income for the steel operations decreased 16% to $1.6 billion in 2024 compared to 2023. --- ## Modified: Current liabilities **Key changes:** - Reworded sentence: "​ ​ ​ ​ ​ ​ Accounts payable $ 972,645 ​ ​ $ 1,078,645 Accounts payable-related parties ​ 7,267 ​ ​ ​ 9,685 Income taxes payable ​ 3,783 ​ ​ ​ 5,524 Accrued payroll and benefits ​ 373,216 ​ ​ ​ 469,143 Accrued expenses ​ 366,682 ​ ​ ​ 309,312 Current maturities of long-term debt ​ 426,990 ​ ​ ​ 459,987 Total current liabilities ​ 2,150,583 ​ ​ ​ 2,332,296 ​ ​ ​ ​ ​ ​ ​" **Prior (2024):** ​ ​ ​ ​ ​ ​ Accounts payable $ 1,078,645 ​ ​ $ 1,007,304 Accounts payable-related parties ​ 9,685 ​ ​ ​ 9,934 Income taxes payable ​ 5,524 ​ ​ ​ 6,520 Accrued payroll and benefits ​ 469,143 ​ ​ ​ 610,558 Accrued expenses ​ 309,312 ​ ​ ​ 340,646 Current maturities of long-term debt ​ 459,987 ​ ​ ​ 57,334 Total current liabilities ​ 2,332,296 ​ ​ ​ 2,032,296 ​ ​ ​ ​ ​ ​ ​ **Current (2025):** ​ ​ ​ ​ ​ ​ Accounts payable $ 972,645 ​ ​ $ 1,078,645 Accounts payable-related parties ​ 7,267 ​ ​ ​ 9,685 Income taxes payable ​ 3,783 ​ ​ ​ 5,524 Accrued payroll and benefits ​ 373,216 ​ ​ ​ 469,143 Accrued expenses ​ 366,682 ​ ​ ​ 309,312 Current maturities of long-term debt ​ 426,990 ​ ​ ​ 459,987 Total current liabilities ​ 2,150,583 ​ ​ ​ 2,332,296 ​ ​ ​ ​ ​ ​ ​ --- ## Modified: Property, Plant and Equipment **Key changes:** - Reworded sentence: "Property, plant and equipment are stated at cost which includes capitalized interest on construction in progress amounts, and is reduced by proceeds received from certain state and local government grants and other capital cost reimbursements, except for assets acquired in acquisitions which are valued at fair value at the purchase date." - Reworded sentence: "Depreciation expense was $441.2 million, $397.0 million, and $349.4 million for the years ended December 31, 2024, 2023, and 2022, respectively." **Prior (2024):** useful life ranging from 3 to 15 years for plant, machinery and equipment, and 10 to 40 years for buildings and improvements. Repairs and maintenance are expensed as incurred. Depreciation is provided utilizing the straight-line depreciation methodology, or the units-of-production depreciation methodology for certain production-related steel operations segment assets, based on units produced, subject to minimum and maximum levels. Depreciation expense was $397.0 million, $349.4 million, and $311.4 million for the years ended December 31, 2023, 2022, and 2021, respectively. The company's property, plant and equipment consisted of the following at December 31 (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2023 ​ 2022 ​ ​ Land and improvements ​ $ 693,166 ​ $ 521,881 ​ ​ Buildings and improvements ​ ​ 1,255,274 ​ ​ 1,238,824 ​ ​ Plant, machinery and equipment ​ ​ 6,887,985 ​ ​ 6,683,237 ​ ​ Construction in progress ​ ​ 2,096,489 ​ ​ 780,741 ​ ​ ​ ​ ​ 10,932,914 ​ ​ 9,224,683 ​ ​ Less accumulated depreciation ​ ​ 4,198,696 ​ ​ 3,851,018 ​ ​ Property, plant and equipment, net ​ $ 6,734,218 ​ $ 5,373,665 ​ ​ **Current (2025):** Property, plant and equipment are stated at cost which includes capitalized interest on construction in progress amounts, and is reduced by proceeds received from certain state and local government grants and other capital cost reimbursements, except for assets acquired in acquisitions which are valued at fair value at the purchase date. The company assigns each fixed asset a useful life ranging from 3 to 15 years for plant, machinery and equipment, and 5 to 40 years for buildings and improvements. Repairs and maintenance are expensed as incurred. Depreciation is provided utilizing the straight-line depreciation methodology, or the units-of-production depreciation methodology for certain production-related steel operations segment assets, based on units produced, subject to minimum and maximum levels. Depreciation expense was $441.2 million, $397.0 million, and $349.4 million for the years ended December 31, 2024, 2023, and 2022, respectively. The company's property, plant and equipment consisted of the following at December 31 (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2024 ​ 2023 ​ ​ Land and improvements ​ $ 801,210 ​ $ 693,166 ​ ​ Buildings and improvements ​ ​ 1,487,742 ​ ​ 1,255,274 ​ ​ Plant, machinery and equipment ​ ​ 7,666,513 ​ ​ 6,887,985 ​ ​ Construction in progress ​ ​ 2,767,013 ​ ​ 2,096,489 ​ ​ ​ ​ ​ 12,722,478 ​ ​ 10,932,914 ​ ​ Less accumulated depreciation ​ ​ 4,604,490 ​ ​ 4,198,696 ​ ​ Property, plant and equipment, net ​ $ 8,117,988 ​ $ 6,734,218 ​ ​ --- ## Modified: Redeemable noncontrolling interests **Key changes:** - Reworded sentence: "​ 171,212 ​ ​ ​ 171,212 ​ ​ ​ ​ ​ ​ ​ Equity ​ ​ ​ ​ ​ ​ Common stock voting, $.0025 par value; 900,000,000 shares authorized; ​ ​ ​ ​ ​ ​ 268,377,165 and 268,112,991 shares issued; and 151,117,153 and 160,018,100 ​ ​ ​ ​ ​ ​ shares outstanding, as of December 31, 2024 and 2023, respectively ​ 652 ​ ​ ​ 651 Treasury stock, at cost; 117,260,012 and 108,094,891 shares, ​ ​ ​ ​ ​ ​ as of December 31, 2024 and 2023, respectively ​ (7,094,266) ​ ​ ​ (5,897,606) Additional paid-in capital ​ 1,229,819 ​ ​ ​ 1,217,610 Retained earnings ​ 14,798,082 ​ ​ ​ 13,545,590 Accumulated other comprehensive income ​ - ​ ​ ​ 421 Total Steel Dynamics, Inc." **Prior (2024):** ​ 171,212 ​ ​ ​ 181,503 ​ ​ ​ ​ ​ ​ ​ Equity ​ ​ ​ ​ ​ ​ Common stock voting, $.0025 par value; 900,000,000 shares authorized; ​ ​ ​ ​ ​ ​ 268,112,991 and 267,762,488 shares issued; and 160,018,100 and 172,936,163 ​ ​ ​ ​ ​ ​ shares outstanding, as of December 31, 2023, and December 31, 2022, respectively ​ 651 ​ ​ ​ 650 Treasury stock, at cost; 108,094,891 and 94,826,325 shares, ​ ​ ​ ​ ​ ​ as of December 31, 2023, and December 31, 2022, respectively ​ (5,897,606) ​ ​ ​ (4,459,513) Additional paid-in capital ​ 1,217,610 ​ ​ ​ 1,212,566 Retained earnings ​ 13,545,590 ​ ​ ​ 11,375,765 Accumulated other comprehensive income ​ 421 ​ ​ ​ 889 Total Steel Dynamics, Inc. equity ​ 8,866,666 ​ ​ ​ 8,130,357 Noncontrolling interests ​ (198,351) ​ ​ ​ (216,055) **Current (2025):** ​ 171,212 ​ ​ ​ 171,212 ​ ​ ​ ​ ​ ​ ​ Equity ​ ​ ​ ​ ​ ​ Common stock voting, $.0025 par value; 900,000,000 shares authorized; ​ ​ ​ ​ ​ ​ 268,377,165 and 268,112,991 shares issued; and 151,117,153 and 160,018,100 ​ ​ ​ ​ ​ ​ shares outstanding, as of December 31, 2024 and 2023, respectively ​ 652 ​ ​ ​ 651 Treasury stock, at cost; 117,260,012 and 108,094,891 shares, ​ ​ ​ ​ ​ ​ as of December 31, 2024 and 2023, respectively ​ (7,094,266) ​ ​ ​ (5,897,606) Additional paid-in capital ​ 1,229,819 ​ ​ ​ 1,217,610 Retained earnings ​ 14,798,082 ​ ​ ​ 13,545,590 Accumulated other comprehensive income ​ - ​ ​ ​ 421 Total Steel Dynamics, Inc. equity ​ 8,934,287 ​ ​ ​ 8,866,666 Noncontrolling interests ​ (160,253) ​ ​ ​ (198,351) --- ## Modified: Current assets **Key changes:** - Reworded sentence: "​ ​ ​ ​ ​ ​ Cash and equivalents $ 589,464 ​ ​ $ 1,400,887 Short-term investments ​ 147,811 ​ ​ ​ 721,210 Accounts receivable, net of allowances for credit losses of $7,728 and $8,480 ​ ​ ​ ​ ​ ​ as of December 31, 2024 and 2023, respectively ​ 1,362,969 ​ ​ ​ 1,535,062 Accounts receivable-related parties ​ 54,230 ​ ​ ​ 73,245 Inventories ​ 3,113,733 ​ ​ ​ 2,894,632 Other current assets ​ 163,131 ​ ​ ​ 162,790 Total current assets ​ 5,431,338 ​ ​ ​ 6,787,826 ​ ​ ​ ​ ​ ​ ​" **Prior (2024):** ​ ​ ​ ​ ​ ​ Cash and equivalents $ 1,400,887 ​ ​ $ 1,628,417 Short-term investments ​ 721,210 ​ ​ ​ 628,215 Accounts receivable, net of allowances for credit losses of $8,480 and $5,678 ​ ​ ​ ​ ​ ​ as of December 31, 2023, and December 31, 2022, respectively ​ 1,535,062 ​ ​ ​ 1,976,282 Accounts receivable-related parties ​ 73,245 ​ ​ ​ 79,769 Inventories ​ 2,894,632 ​ ​ ​ 3,129,964 Other current assets ​ 162,790 ​ ​ ​ 195,371 Total current assets ​ 6,787,826 ​ ​ ​ 7,638,018 ​ ​ ​ ​ ​ ​ ​ **Current (2025):** ​ ​ ​ ​ ​ ​ Cash and equivalents $ 589,464 ​ ​ $ 1,400,887 Short-term investments ​ 147,811 ​ ​ ​ 721,210 Accounts receivable, net of allowances for credit losses of $7,728 and $8,480 ​ ​ ​ ​ ​ ​ as of December 31, 2024 and 2023, respectively ​ 1,362,969 ​ ​ ​ 1,535,062 Accounts receivable-related parties ​ 54,230 ​ ​ ​ 73,245 Inventories ​ 3,113,733 ​ ​ ​ 2,894,632 Other current assets ​ 163,131 ​ ​ ​ 162,790 Total current assets ​ 5,431,338 ​ ​ ​ 6,787,826 ​ ​ ​ ​ ​ ​ ​ --- ## Modified: Valuation of Goodwill **Key changes:** - Reworded sentence: "Description ofthe Matter At December 31, 2024, the Company's goodwill was approximately $477 million." - Reworded sentence: "The Company performed a qualitative assessment as of October 1, 2024, to assess if it is more likely than not that the fair value of a reporting unit exceeds its carrying amount." **Prior (2024):** Description ofthe Matter At December 31, 2023, the Company's goodwill was approximately $477 million. As discussed in Note 1 of the consolidated financial statements, the Company performs an impairment test for goodwill at least annually or when indicators of impairment exist. Auditing management's goodwill impairment test was complex and judgmental due to the significant estimation required to determine the fair value of the reporting units. In particular, the fair value estimate was sensitive to significant assumptions, specifically changes in the risk-adjusted discount rate and a complex valuation model. ​ How WeAddressed theMatter in OurAudit We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company's goodwill impairment review process, including controls over management's review of the assumptions and methodologies used in the calculation of the fair value of the reporting units, as well as the Company's review of the completeness and accuracy of the data used in the Company's analysis. To test the estimated fair value of each of the Company's reporting units, we performed audit procedures that included, among others, testing the underlying assumptions used in the Company's analysis, testing the completeness and accuracy of the underlying estimates of future cash flows used by management and testing the calculation of the fair value of the reporting units. We compared the assumptions used by management to historical results and performed sensitivity analyses over certain assumptions used by management to evaluate the changes in the fair value of each of the reporting units that would result from changes in those assumptions. In addition, we involved our specialist to assist with our evaluation of the methodologies applied and assumptions used by management. /s/ Ernst & Young LLP ​ We have served as the Company's auditor since 1999. ​ Indianapolis, Indiana February 29, 2024 ​ 57 57 Table of ContentsSTEEL DYNAMICS, INC.CONSOLIDATED BALANCE SHEETS(in thousands, except share data)​​​​​​​​December 31,Assets 2023​​ 2022Current assets​​​​​​ Cash and equivalents $ 1,400,887​​$ 1,628,417 Short-term investments​ 721,210​​​ 628,215 Accounts receivable, net of allowances for credit losses of $8,480 and $5,678​​​​​​ as of December 31, 2023, and December 31, 2022, respectively​ 1,535,062​​​ 1,976,282 Accounts receivable-related parties​ 73,245​​​ 79,769 Inventories ​ 2,894,632​​​ 3,129,964 Other current assets ​ 162,790​​​ 195,371 Total current assets ​ 6,787,826​​​ 7,638,018​​​​​​​Property, plant and equipment, net ​ 6,734,218​​​ 5,373,665Intangible assets, net ​ 257,759​​​ 267,507Goodwill​ 477,471​​​ 502,067Other assets ​ 651,146​​​ 378,727 Total assets $ 14,908,420​​$ 14,159,984Liabilities and Equity​​​​​​Current liabilities​​​​​​ Accounts payable $ 1,078,645​​$ 1,007,304 Accounts payable-related parties​ 9,685​​​ 9,934 Income taxes payable​ 5,524​​​ 6,520 Accrued payroll and benefits ​ 469,143​​​ 610,558 Accrued expenses​ 309,312​​​ 340,646 Current maturities of long-term debt​ 459,987​​​ 57,334 Total current liabilities ​ 2,332,296​​​ 2,032,296​​​​​​​Long-term debt​ 2,611,069​​​ 3,013,241Deferred income taxes​ 944,768​​​ 889,103Other liabilities​ 180,760​​​ 129,539 Total liabilities ​ 6,068,893​​​ 6,064,179​​​​​​​Commitments and contingencies​​​​​​​​​​​​​Redeemable noncontrolling interests​ 171,212​​​ 181,503​​​​​​​Equity​​​​​​ Common stock voting, $.0025 par value; 900,000,000 shares authorized;​​​​​​ 268,112,991 and 267,762,488 shares issued; and 160,018,100 and 172,936,163​​​​​​ shares outstanding, as of December 31, 2023, and December 31, 2022, respectively​ 651​​​ 650 Treasury stock, at cost; 108,094,891 and 94,826,325 shares,​​​​​​ as of December 31, 2023, and December 31, 2022, respectively​ (5,897,606)​​​ (4,459,513) Additional paid-in capital ​ 1,217,610​​​ 1,212,566 Retained earnings ​ 13,545,590​​​ 11,375,765 Accumulated other comprehensive income​ 421​​​ 889 Total Steel Dynamics, Inc. equity ​ 8,866,666​​​ 8,130,357 Noncontrolling interests​ (198,351)​​​ (216,055) Total equity​ 8,668,315​​​ 7,914,302 Total liabilities and equity $ 14,908,420​​$ 14,159,984See notes to consolidated financial statements.58 Table of Contents Table of Contents Table of Contents STEEL DYNAMICS, INC.CONSOLIDATED BALANCE SHEETS(in thousands, except share data)​​​​​​​​December 31,Assets 2023​​ 2022Current assets​​​​​​ Cash and equivalents $ 1,400,887​​$ 1,628,417 Short-term investments​ 721,210​​​ 628,215 Accounts receivable, net of allowances for credit losses of $8,480 and $5,678​​​​​​ as of December 31, 2023, and December 31, 2022, respectively​ 1,535,062​​​ 1,976,282 Accounts receivable-related parties​ 73,245​​​ 79,769 Inventories ​ 2,894,632​​​ 3,129,964 Other current assets ​ 162,790​​​ 195,371 Total current assets ​ 6,787,826​​​ 7,638,018​​​​​​​Property, plant and equipment, net ​ 6,734,218​​​ 5,373,665Intangible assets, net ​ 257,759​​​ 267,507Goodwill​ 477,471​​​ 502,067Other assets ​ 651,146​​​ 378,727 Total assets $ 14,908,420​​$ 14,159,984Liabilities and Equity​​​​​​Current liabilities​​​​​​ Accounts payable $ 1,078,645​​$ 1,007,304 Accounts payable-related parties​ 9,685​​​ 9,934 Income taxes payable​ 5,524​​​ 6,520 Accrued payroll and benefits ​ 469,143​​​ 610,558 Accrued expenses​ 309,312​​​ 340,646 Current maturities of long-term debt​ 459,987​​​ 57,334 Total current liabilities ​ 2,332,296​​​ 2,032,296​​​​​​​Long-term debt​ 2,611,069​​​ 3,013,241Deferred income taxes​ 944,768​​​ 889,103Other liabilities​ 180,760​​​ 129,539 Total liabilities ​ 6,068,893​​​ 6,064,179​​​​​​​Commitments and contingencies​​​​​​​​​​​​​Redeemable noncontrolling interests​ 171,212​​​ 181,503​​​​​​​Equity​​​​​​ Common stock voting, $.0025 par value; 900,000,000 shares authorized;​​​​​​ 268,112,991 and 267,762,488 shares issued; and 160,018,100 and 172,936,163​​​​​​ shares outstanding, as of December 31, 2023, and December 31, 2022, respectively​ 651​​​ 650 Treasury stock, at cost; 108,094,891 and 94,826,325 shares,​​​​​​ as of December 31, 2023, and December 31, 2022, respectively​ (5,897,606)​​​ (4,459,513) Additional paid-in capital ​ 1,217,610​​​ 1,212,566 Retained earnings ​ 13,545,590​​​ 11,375,765 Accumulated other comprehensive income​ 421​​​ 889 Total Steel Dynamics, Inc. equity ​ 8,866,666​​​ 8,130,357 Noncontrolling interests​ (198,351)​​​ (216,055) Total equity​ 8,668,315​​​ 7,914,302 Total liabilities and equity $ 14,908,420​​$ 14,159,984See notes to consolidated financial statements. **Current (2025):** Description ofthe Matter At December 31, 2024, the Company's goodwill was approximately $477 million. As discussed in Note 1 of the consolidated financial statements, the Company performs an impairment test for goodwill at least annually or when indicators of impairment exist. The Company performed a qualitative assessment as of October 1, 2024, to assess if it is more likely than not that the fair value of a reporting unit exceeds its carrying amount. Auditing management's annual goodwill impairment test was complex and judgmental as management considers the impact of several factors on the Company overall and each reporting unit individually including assessing the qualitative factors to be considered in the qualitative goodwill impairment assessment, changes in the carrying amount of the reporting unit, macroeconomic conditions (including changes in interest and discount rates), industry and market conditions, recent and projected financial performance, the Company's competitive position and other factors. Significant judgment is involved in evaluating the totality of all factors to determine whether it is more likely than not that the fair value of the reporting unit exceeds its carrying value. How WeAddressed theMatter in OurAudit We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company's goodwill impairment testing process, including controls over management's review of the qualitative factors described above. To test management's conclusion that it is more likely than not that the fair values of the Company's reporting units exceed their carrying amounts, we performed audit procedures that included, among others, assessing the reasonableness of the qualitative factors considered within the analyses, testing the evaluation of the qualitative factors and the underlying data used by the Company in its analyses. We evaluated management's assessment of the qualitative factors for each reporting unit by comparing to current industry and economic trends, current and historical results and key business drivers for each reporting unit, comparing the Company's share price trends to historical amounts, and other relevant factors, including considering consistency with evidence obtained in other parts of the audit and evaluating whether any contrary evidence exists. ​ /s/ Ernst & Young LLP ​ We have served as the Company's auditor since 1999. ​ Indianapolis, Indiana February 28, 2025 ​ 55 55 Table of ContentsSTEEL DYNAMICS, INC.CONSOLIDATED BALANCE SHEETS(in thousands, except share data)​​​​​​​​December 31,Assets 2024​​ 2023Current assets​​​​​​ Cash and equivalents $ 589,464​​$ 1,400,887 Short-term investments​ 147,811​​​ 721,210 Accounts receivable, net of allowances for credit losses of $7,728 and $8,480​​​​​​as of December 31, 2024 and 2023, respectively​ 1,362,969​​​ 1,535,062 Accounts receivable-related parties​ 54,230​​​ 73,245 Inventories ​ 3,113,733​​​ 2,894,632 Other current assets ​ 163,131​​​ 162,790 Total current assets ​ 5,431,338​​​ 6,787,826​​​​​​​Property, plant and equipment, net ​ 8,117,988​​​ 6,734,218Intangible assets, net ​ 227,234​​​ 257,759Goodwill​ 477,471​​​ 477,471Other assets ​ 681,202​​​ 651,146 Total assets $ 14,935,233​​$ 14,908,420Liabilities and Equity​​​​​​Current liabilities​​​​​​ Accounts payable $ 972,645​​$ 1,078,645 Accounts payable-related parties​ 7,267​​​ 9,685 Income taxes payable​ 3,783​​​ 5,524 Accrued payroll and benefits ​ 373,216​​​ 469,143 Accrued expenses​ 366,682​​​ 309,312 Current maturities of long-term debt​ 426,990​​​ 459,987 Total current liabilities ​ 2,150,583​​​ 2,332,296​​​​​​​Long-term debt​ 2,804,017​​​ 2,611,069Deferred income taxes​ 902,186​​​ 944,768Other liabilities​ 133,201​​​ 180,760 Total liabilities ​ 5,989,987​​​ 6,068,893​​​​​​​Commitments and contingencies​​​​​​​​​​​​​Redeemable noncontrolling interests​ 171,212​​​ 171,212​​​​​​​Equity​​​​​​ Common stock voting, $.0025 par value; 900,000,000 shares authorized;​​​​​​ 268,377,165 and 268,112,991 shares issued; and 151,117,153 and 160,018,100​​​​​​ shares outstanding, as of December 31, 2024 and 2023, respectively​ 652​​​ 651 Treasury stock, at cost; 117,260,012 and 108,094,891 shares,​​​​​​as of December 31, 2024 and 2023, respectively​ (7,094,266)​​​ (5,897,606) Additional paid-in capital ​ 1,229,819​​​ 1,217,610 Retained earnings ​ 14,798,082​​​ 13,545,590 Accumulated other comprehensive income​ -​​​ 421 Total Steel Dynamics, Inc. equity ​ 8,934,287​​​ 8,866,666 Noncontrolling interests​ (160,253)​​​ (198,351) Total equity​ 8,774,034​​​ 8,668,315 Total liabilities and equity $ 14,935,233​​$ 14,908,420See notes to consolidated financial statements.56 Table of Contents Table of Contents Table of Contents STEEL DYNAMICS, INC.CONSOLIDATED BALANCE SHEETS(in thousands, except share data)​​​​​​​​December 31,Assets 2024​​ 2023Current assets​​​​​​ Cash and equivalents $ 589,464​​$ 1,400,887 Short-term investments​ 147,811​​​ 721,210 Accounts receivable, net of allowances for credit losses of $7,728 and $8,480​​​​​​as of December 31, 2024 and 2023, respectively​ 1,362,969​​​ 1,535,062 Accounts receivable-related parties​ 54,230​​​ 73,245 Inventories ​ 3,113,733​​​ 2,894,632 Other current assets ​ 163,131​​​ 162,790 Total current assets ​ 5,431,338​​​ 6,787,826​​​​​​​Property, plant and equipment, net ​ 8,117,988​​​ 6,734,218Intangible assets, net ​ 227,234​​​ 257,759Goodwill​ 477,471​​​ 477,471Other assets ​ 681,202​​​ 651,146 Total assets $ 14,935,233​​$ 14,908,420Liabilities and Equity​​​​​​Current liabilities​​​​​​ Accounts payable $ 972,645​​$ 1,078,645 Accounts payable-related parties​ 7,267​​​ 9,685 Income taxes payable​ 3,783​​​ 5,524 Accrued payroll and benefits ​ 373,216​​​ 469,143 Accrued expenses​ 366,682​​​ 309,312 Current maturities of long-term debt​ 426,990​​​ 459,987 Total current liabilities ​ 2,150,583​​​ 2,332,296​​​​​​​Long-term debt​ 2,804,017​​​ 2,611,069Deferred income taxes​ 902,186​​​ 944,768Other liabilities​ 133,201​​​ 180,760 Total liabilities ​ 5,989,987​​​ 6,068,893​​​​​​​Commitments and contingencies​​​​​​​​​​​​​Redeemable noncontrolling interests​ 171,212​​​ 171,212​​​​​​​Equity​​​​​​ Common stock voting, $.0025 par value; 900,000,000 shares authorized;​​​​​​ 268,377,165 and 268,112,991 shares issued; and 151,117,153 and 160,018,100​​​​​​ shares outstanding, as of December 31, 2024 and 2023, respectively​ 652​​​ 651 Treasury stock, at cost; 117,260,012 and 108,094,891 shares,​​​​​​as of December 31, 2024 and 2023, respectively​ (7,094,266)​​​ (5,897,606) Additional paid-in capital ​ 1,229,819​​​ 1,217,610 Retained earnings ​ 14,798,082​​​ 13,545,590 Accumulated other comprehensive income​ -​​​ 421 Total Steel Dynamics, Inc. equity ​ 8,934,287​​​ 8,866,666 Noncontrolling interests​ (160,253)​​​ (198,351) Total equity​ 8,774,034​​​ 8,668,315 Total liabilities and equity $ 14,935,233​​$ 14,908,420See notes to consolidated financial statements. STEEL DYNAMICS, INC.CONSOLIDATED BALANCE SHEETS(in thousands, except share data)​​​​​​​​December 31,Assets 2024​​ 2023Current assets​​​​​​ Cash and equivalents $ 589,464​​$ 1,400,887 Short-term investments​ 147,811​​​ 721,210 Accounts receivable, net of allowances for credit losses of $7,728 and $8,480​​​​​​as of December 31, 2024 and 2023, respectively​ 1,362,969​​​ 1,535,062 Accounts receivable-related parties​ 54,230​​​ 73,245 Inventories ​ 3,113,733​​​ 2,894,632 Other current assets ​ 163,131​​​ 162,790 Total current assets ​ 5,431,338​​​ 6,787,826​​​​​​​Property, plant and equipment, net ​ 8,117,988​​​ 6,734,218Intangible assets, net ​ 227,234​​​ 257,759Goodwill​ 477,471​​​ 477,471Other assets ​ 681,202​​​ 651,146 Total assets $ 14,935,233​​$ 14,908,420Liabilities and Equity​​​​​​Current liabilities​​​​​​ Accounts payable $ 972,645​​$ 1,078,645 Accounts payable-related parties​ 7,267​​​ 9,685 Income taxes payable​ 3,783​​​ 5,524 Accrued payroll and benefits ​ 373,216​​​ 469,143 Accrued expenses​ 366,682​​​ 309,312 Current maturities of long-term debt​ 426,990​​​ 459,987 Total current liabilities ​ 2,150,583​​​ 2,332,296​​​​​​​Long-term debt​ 2,804,017​​​ 2,611,069Deferred income taxes​ 902,186​​​ 944,768Other liabilities​ 133,201​​​ 180,760 Total liabilities ​ 5,989,987​​​ 6,068,893​​​​​​​Commitments and contingencies​​​​​​​​​​​​​Redeemable noncontrolling interests​ 171,212​​​ 171,212​​​​​​​Equity​​​​​​ Common stock voting, $.0025 par value; 900,000,000 shares authorized;​​​​​​ 268,377,165 and 268,112,991 shares issued; and 151,117,153 and 160,018,100​​​​​​ shares outstanding, as of December 31, 2024 and 2023, respectively​ 652​​​ 651 Treasury stock, at cost; 117,260,012 and 108,094,891 shares,​​​​​​as of December 31, 2024 and 2023, respectively​ (7,094,266)​​​ (5,897,606) Additional paid-in capital ​ 1,229,819​​​ 1,217,610 Retained earnings ​ 14,798,082​​​ 13,545,590 Accumulated other comprehensive income​ -​​​ 421 Total Steel Dynamics, Inc. equity ​ 8,934,287​​​ 8,866,666 Noncontrolling interests​ (160,253)​​​ (198,351) Total equity​ 8,774,034​​​ 8,668,315 Total liabilities and equity $ 14,935,233​​$ 14,908,420See notes to consolidated financial statements. --- ## Modified: Critical Audit Matter **Key changes:** - Reworded sentence: "54 54 Table of Contents​​​Valuation of GoodwillDescription ofthe MatterAt December 31, 2024, the Company's goodwill was approximately $477 million." **Prior (2024):** The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the account or disclosure to which it relates. 56 56 Table of Contents​​​Valuation of GoodwillDescription ofthe MatterAt December 31, 2023, the Company's goodwill was approximately $477 million. As discussed in Note 1 of the consolidated financial statements, the Company performs an impairment test for goodwill at least annually or when indicators of impairment exist.Auditing management's goodwill impairment test was complex and judgmental due to the significant estimation required to determine the fair value of the reporting units. In particular, the fair value estimate was sensitive to significant assumptions, specifically changes in the risk-adjusted discount rate and a complex valuation model.​How WeAddressed theMatter in OurAuditWe obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company's goodwill impairment review process, including controls over management's review of the assumptions and methodologies used in the calculation of the fair value of the reporting units, as well as the Company's review of the completeness and accuracy of the data used in the Company's analysis.To test the estimated fair value of each of the Company's reporting units, we performed audit procedures that included, among others, testing the underlying assumptions used in the Company's analysis, testing the completeness and accuracy of the underlying estimates of future cash flows used by management and testing the calculation of the fair value of the reporting units. We compared the assumptions used by management to historical results and performed sensitivity analyses over certain assumptions used by management to evaluate the changes in the fair value of each of the reporting units that would result from changes in those assumptions. In addition, we involved our specialist to assist with our evaluation of the methodologies applied and assumptions used by management./s/ Ernst & Young LLP​We have served as the Company's auditor since 1999.​Indianapolis, IndianaFebruary 29, 2024​57 Table of Contents Table of Contents Table of Contents ​​​Valuation of GoodwillDescription ofthe MatterAt December 31, 2023, the Company's goodwill was approximately $477 million. As discussed in Note 1 of the consolidated financial statements, the Company performs an impairment test for goodwill at least annually or when indicators of impairment exist.Auditing management's goodwill impairment test was complex and judgmental due to the significant estimation required to determine the fair value of the reporting units. In particular, the fair value estimate was sensitive to significant assumptions, specifically changes in the risk-adjusted discount rate and a complex valuation model.​How WeAddressed theMatter in OurAuditWe obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company's goodwill impairment review process, including controls over management's review of the assumptions and methodologies used in the calculation of the fair value of the reporting units, as well as the Company's review of the completeness and accuracy of the data used in the Company's analysis.To test the estimated fair value of each of the Company's reporting units, we performed audit procedures that included, among others, testing the underlying assumptions used in the Company's analysis, testing the completeness and accuracy of the underlying estimates of future cash flows used by management and testing the calculation of the fair value of the reporting units. We compared the assumptions used by management to historical results and performed sensitivity analyses over certain assumptions used by management to evaluate the changes in the fair value of each of the reporting units that would result from changes in those assumptions. In addition, we involved our specialist to assist with our evaluation of the methodologies applied and assumptions used by management./s/ Ernst & Young LLP​We have served as the Company's auditor since 1999.​Indianapolis, IndianaFebruary 29, 2024​ ​ ​ ​ ​ ​ ​ ​ **Current (2025):** The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the account or disclosure to which it relates. 54 54 Table of Contents​​​Valuation of GoodwillDescription ofthe MatterAt December 31, 2024, the Company's goodwill was approximately $477 million. As discussed in Note 1 of the consolidated financial statements, the Company performs an impairment test for goodwill at least annually or when indicators of impairment exist. The Company performed a qualitative assessment as of October 1, 2024, to assess if it is more likely than not that the fair value of a reporting unit exceeds its carrying amount. Auditing management's annual goodwill impairment test was complex and judgmental as management considers the impact of several factors on the Company overall and each reporting unit individually including assessing the qualitative factors to be considered in the qualitative goodwill impairment assessment, changes in the carrying amount of the reporting unit, macroeconomic conditions (including changes in interest and discount rates), industry and market conditions, recent and projected financial performance, the Company's competitive position and other factors. Significant judgment is involved in evaluating the totality of all factors to determine whether it is more likely than not that the fair value of the reporting unit exceeds its carrying value.How WeAddressed theMatter in OurAuditWe obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company's goodwill impairment testing process, including controls over management's review of the qualitative factors described above.To test management's conclusion that it is more likely than not that the fair values of the Company's reporting units exceed their carrying amounts, we performed audit procedures that included, among others, assessing the reasonableness of the qualitative factors considered within the analyses, testing the evaluation of the qualitative factors and the underlying data used by the Company in its analyses. We evaluated management's assessment of the qualitative factors for each reporting unit by comparing to current industry and economic trends, current and historical results and key business drivers for each reporting unit, comparing the Company's share price trends to historical amounts, and other relevant factors, including considering consistency with evidence obtained in other parts of the audit and evaluating whether any contrary evidence exists. ​/s/ Ernst & Young LLP​We have served as the Company's auditor since 1999.​Indianapolis, IndianaFebruary 28, 2025​55 Table of Contents Table of Contents Table of Contents ​​​Valuation of GoodwillDescription ofthe MatterAt December 31, 2024, the Company's goodwill was approximately $477 million. As discussed in Note 1 of the consolidated financial statements, the Company performs an impairment test for goodwill at least annually or when indicators of impairment exist. The Company performed a qualitative assessment as of October 1, 2024, to assess if it is more likely than not that the fair value of a reporting unit exceeds its carrying amount. Auditing management's annual goodwill impairment test was complex and judgmental as management considers the impact of several factors on the Company overall and each reporting unit individually including assessing the qualitative factors to be considered in the qualitative goodwill impairment assessment, changes in the carrying amount of the reporting unit, macroeconomic conditions (including changes in interest and discount rates), industry and market conditions, recent and projected financial performance, the Company's competitive position and other factors. Significant judgment is involved in evaluating the totality of all factors to determine whether it is more likely than not that the fair value of the reporting unit exceeds its carrying value.How WeAddressed theMatter in OurAuditWe obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company's goodwill impairment testing process, including controls over management's review of the qualitative factors described above.To test management's conclusion that it is more likely than not that the fair values of the Company's reporting units exceed their carrying amounts, we performed audit procedures that included, among others, assessing the reasonableness of the qualitative factors considered within the analyses, testing the evaluation of the qualitative factors and the underlying data used by the Company in its analyses. We evaluated management's assessment of the qualitative factors for each reporting unit by comparing to current industry and economic trends, current and historical results and key business drivers for each reporting unit, comparing the Company's share price trends to historical amounts, and other relevant factors, including considering consistency with evidence obtained in other parts of the audit and evaluating whether any contrary evidence exists. ​/s/ Ernst & Young LLP​We have served as the Company's auditor since 1999.​Indianapolis, IndianaFebruary 28, 2025​ ​​​Valuation of GoodwillDescription ofthe MatterAt December 31, 2024, the Company's goodwill was approximately $477 million. As discussed in Note 1 of the consolidated financial statements, the Company performs an impairment test for goodwill at least annually or when indicators of impairment exist. The Company performed a qualitative assessment as of October 1, 2024, to assess if it is more likely than not that the fair value of a reporting unit exceeds its carrying amount. Auditing management's annual goodwill impairment test was complex and judgmental as management considers the impact of several factors on the Company overall and each reporting unit individually including assessing the qualitative factors to be considered in the qualitative goodwill impairment assessment, changes in the carrying amount of the reporting unit, macroeconomic conditions (including changes in interest and discount rates), industry and market conditions, recent and projected financial performance, the Company's competitive position and other factors. Significant judgment is involved in evaluating the totality of all factors to determine whether it is more likely than not that the fair value of the reporting unit exceeds its carrying value.How WeAddressed theMatter in OurAuditWe obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company's goodwill impairment testing process, including controls over management's review of the qualitative factors described above.To test management's conclusion that it is more likely than not that the fair values of the Company's reporting units exceed their carrying amounts, we performed audit procedures that included, among others, assessing the reasonableness of the qualitative factors considered within the analyses, testing the evaluation of the qualitative factors and the underlying data used by the Company in its analyses. We evaluated management's assessment of the qualitative factors for each reporting unit by comparing to current industry and economic trends, current and historical results and key business drivers for each reporting unit, comparing the Company's share price trends to historical amounts, and other relevant factors, including considering consistency with evidence obtained in other parts of the audit and evaluating whether any contrary evidence exists. ​/s/ Ernst & Young LLP​We have served as the Company's auditor since 1999.​Indianapolis, IndianaFebruary 28, 2025​ ​ ​ ​ ​ ​ ​ ​ --- ## Modified: Impairment of Goodwill **Key changes:** - Reworded sentence: "At least once annually (as of October 1), or when indicators of impairment exist, the company performs a goodwill impairment analysis." - Removed sentence: "The fair value of the reporting unit is determined by using an estimate of future cash flows utilizing a risk-adjusted discount rate to calculate the net present value of future cash flows (income approach), and for some years by using a market approach based upon an analysis of valuation metrics of comparable peer companies, using Level 3 fair value inputs as provided for under ASC 820, Fair Value Measurement." - Reworded sentence: "The company has the option to consider qualitative factors to assess if it is more likely than not that the fair value of a reporting unit exceeds its carrying value." **Prior (2024):** At least once annually (as of October 1), or when indicators of impairment exist, the company performs an impairment test for goodwill. Goodwill is allocated to various reporting units, which are generally one level below the company's operating segments. The fair value of the reporting unit is determined by using an estimate of future cash flows utilizing a risk-adjusted discount rate to calculate the net present value of future cash flows (income approach), and for some years by using a market approach based upon an analysis of valuation metrics of comparable peer companies, using Level 3 fair value inputs as provided for under ASC 820, Fair Value Measurement. If the fair value exceeds the carrying value of the reporting unit, there is no impairment. If the carrying amount exceeds the fair value, the company recognizes an impairment loss in the amount by which the carrying value of the net assets assigned to the reporting unit exceeds the fair value of the reporting unit, with the impairment loss not to exceed the amount of goodwill allocated to the reporting unit. No impairment was identified during the company's 2023, 2022 or 2021 annual goodwill impairment analysis. **Current (2025):** At least once annually (as of October 1), or when indicators of impairment exist, the company performs a goodwill impairment analysis. Goodwill is allocated to various reporting units, which are generally one level below the company's operating segments. If the fair value exceeds the carrying value of the reporting unit, there is no impairment. If the carrying amount exceeds the fair value, the company recognizes an impairment loss in the amount by which the carrying value of the net assets assigned to the reporting unit exceeds the fair value of the reporting unit, with the impairment loss not to exceed the amount of goodwill allocated to the reporting unit. The company has the option to consider qualitative factors to assess if it is more likely than not that the fair value of a reporting unit exceeds its carrying value. If elected to bypass the qualitative assessment or if indications of a potential impairment exist, the company performs a quantitative test. 65 65 Table of ContentsNote 1. Description of the Business and Summary of Significant Accounting Policies (Continued)When conducting a qualitative assessment, the company considers the impact of several factors on the company overall and each reporting unit individually including the timing and results of prior quantitative tests performed, changes in the carrying amount of the reporting unit, macroeconomic conditions (including changes in interest and discount rates), industry and market conditions, recent and projected financial performance, the company's competitive position and other factors. When conducting a quantitative test, the fair value of the reporting unit is determined by using an estimate of future cash flows utilizing a risk-adjusted discount rate to calculate the net present value of future cash flows (income approach), and for some years by using a market approach based upon an analysis of valuation metrics of comparable peer companies, using Level 3 fair value inputs as provided for under ASC 820, Fair Value Measurement. ​No impairment was identified during the company's 2024, 2023 or 2022 annual goodwill impairment analysis. During 2024, the company performed a qualitative assessment and performed quantitative tests in 2023 and 2022.​Equity-Based CompensationThe company has several stock-based employee compensation plans which are more fully described in Note 6. Equity-Based Incentive Plans. Compensation expense for restricted stock units, deferred stock units, restricted stock, stock appreciation awards, and performance awards is recorded over the vesting periods using the fair value as determined by the closing fair market value of the company's common stock on the grant date, and with respect to performance awards, an estimate of probability of award achievement during the performance period. The company recognizes forfeitures as they occur. Compensation expense for these stock-based employee compensation plans was $65.6 million, $60.1 million, and $69.2 million for the years ended December 31, 2024, 2023, and 2022, respectively.Income TaxesThe company accounts for income taxes and the related accounts under the liability method. Deferred tax liabilities and assets are determined based on the difference between the financial statement and tax bases of assets and liabilities using enacted rates expected to be in effect during the year in which the basis differences reverse.Earnings Per ShareBasic earnings per share is based on the weighted average shares of common stock outstanding during the period. Diluted earnings per share assumes the weighted average dilutive effect of common share equivalents outstanding during the period applied to the company's basic earnings per share. Common share equivalents represent potentially dilutive restricted stock units, deferred stock units, restricted stock, and performance awards, and are excluded from the computation in periods in which they have an anti-dilutive effect. There were 269,000 anti-dilutive common stock equivalents as of and for the year ended December 31, 2024. There were no anti-dilutive common stock equivalents as of and for the years ended December 31, 2023, and 2022.​66 Table of Contents Table of Contents Table of Contents Note 1. Description of the Business and Summary of Significant Accounting Policies (Continued)When conducting a qualitative assessment, the company considers the impact of several factors on the company overall and each reporting unit individually including the timing and results of prior quantitative tests performed, changes in the carrying amount of the reporting unit, macroeconomic conditions (including changes in interest and discount rates), industry and market conditions, recent and projected financial performance, the company's competitive position and other factors. When conducting a quantitative test, the fair value of the reporting unit is determined by using an estimate of future cash flows utilizing a risk-adjusted discount rate to calculate the net present value of future cash flows (income approach), and for some years by using a market approach based upon an analysis of valuation metrics of comparable peer companies, using Level 3 fair value inputs as provided for under ASC 820, Fair Value Measurement. ​No impairment was identified during the company's 2024, 2023 or 2022 annual goodwill impairment analysis. During 2024, the company performed a qualitative assessment and performed quantitative tests in 2023 and 2022.​Equity-Based CompensationThe company has several stock-based employee compensation plans which are more fully described in Note 6. Equity-Based Incentive Plans. Compensation expense for restricted stock units, deferred stock units, restricted stock, stock appreciation awards, and performance awards is recorded over the vesting periods using the fair value as determined by the closing fair market value of the company's common stock on the grant date, and with respect to performance awards, an estimate of probability of award achievement during the performance period. The company recognizes forfeitures as they occur. Compensation expense for these stock-based employee compensation plans was $65.6 million, $60.1 million, and $69.2 million for the years ended December 31, 2024, 2023, and 2022, respectively.Income TaxesThe company accounts for income taxes and the related accounts under the liability method. Deferred tax liabilities and assets are determined based on the difference between the financial statement and tax bases of assets and liabilities using enacted rates expected to be in effect during the year in which the basis differences reverse.Earnings Per ShareBasic earnings per share is based on the weighted average shares of common stock outstanding during the period. Diluted earnings per share assumes the weighted average dilutive effect of common share equivalents outstanding during the period applied to the company's basic earnings per share. Common share equivalents represent potentially dilutive restricted stock units, deferred stock units, restricted stock, and performance awards, and are excluded from the computation in periods in which they have an anti-dilutive effect. There were 269,000 anti-dilutive common stock equivalents as of and for the year ended December 31, 2024. There were no anti-dilutive common stock equivalents as of and for the years ended December 31, 2023, and 2022.​ Note 1. Description of the Business and Summary of Significant Accounting Policies (Continued)When conducting a qualitative assessment, the company considers the impact of several factors on the company overall and each reporting unit individually including the timing and results of prior quantitative tests performed, changes in the carrying amount of the reporting unit, macroeconomic conditions (including changes in interest and discount rates), industry and market conditions, recent and projected financial performance, the company's competitive position and other factors. When conducting a quantitative test, the fair value of the reporting unit is determined by using an estimate of future cash flows utilizing a risk-adjusted discount rate to calculate the net present value of future cash flows (income approach), and for some years by using a market approach based upon an analysis of valuation metrics of comparable peer companies, using Level 3 fair value inputs as provided for under ASC 820, Fair Value Measurement. ​No impairment was identified during the company's 2024, 2023 or 2022 annual goodwill impairment analysis. During 2024, the company performed a qualitative assessment and performed quantitative tests in 2023 and 2022.​Equity-Based CompensationThe company has several stock-based employee compensation plans which are more fully described in Note 6. Equity-Based Incentive Plans. Compensation expense for restricted stock units, deferred stock units, restricted stock, stock appreciation awards, and performance awards is recorded over the vesting periods using the fair value as determined by the closing fair market value of the company's common stock on the grant date, and with respect to performance awards, an estimate of probability of award achievement during the performance period. The company recognizes forfeitures as they occur. Compensation expense for these stock-based employee compensation plans was $65.6 million, $60.1 million, and $69.2 million for the years ended December 31, 2024, 2023, and 2022, respectively.Income TaxesThe company accounts for income taxes and the related accounts under the liability method. Deferred tax liabilities and assets are determined based on the difference between the financial statement and tax bases of assets and liabilities using enacted rates expected to be in effect during the year in which the basis differences reverse.Earnings Per ShareBasic earnings per share is based on the weighted average shares of common stock outstanding during the period. Diluted earnings per share assumes the weighted average dilutive effect of common share equivalents outstanding during the period applied to the company's basic earnings per share. Common share equivalents represent potentially dilutive restricted stock units, deferred stock units, restricted stock, and performance awards, and are excluded from the computation in periods in which they have an anti-dilutive effect. There were 269,000 anti-dilutive common stock equivalents as of and for the year ended December 31, 2024. There were no anti-dilutive common stock equivalents as of and for the years ended December 31, 2023, and 2022.​ --- ## Modified: Note 1. Description of the Business and Summary of Significant Accounting Policies (Continued) **Key changes:** - Reworded sentence: "The following table presents a reconciliation of the numerators and the denominators of the company's basic and diluted earnings per share computations for the years ended December 31 (in thousands, except per share data): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2024 ​ ​ 2023 ​ ​ Net Income ​ Shares ​ Per Share ​ ​ Net Income ​ Shares ​ Per Share ​ ​" **Prior (2024):** Basic earnings per share is based on the weighted average shares of common stock outstanding during the period. Diluted earnings per share assumes the weighted average dilutive effect of common share equivalents outstanding during the period applied to the company's basic earnings per share. Common share equivalents represent potentially dilutive restricted stock units, deferred stock units, restricted stock, and performance awards, and are excluded from the computation in periods in which they have an anti-dilutive effect. There were no anti-dilutive common stock equivalents as of and for the years ended December 31, 2023, 2022, and 2021. The following table presents a reconciliation of the numerators and the denominators of the company's basic and diluted earnings per share computations for the years ended December 31 (in thousands, except per share data): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2023 ​ ​ 2022 ​ ​ Net Income ​ Shares ​ Per Share ​ ​ Net Income ​ Shares ​ Per Share ​ ​ **Current (2025):** Refer to Note 12. Segment Information for disaggregated revenue by segment to external, external non-United States, and other segment customers. --- ## Modified: 2024 Overview **Key changes:** - Reworded sentence: "During 2024 we achieved steel shipments of 12.7 million tons, our second highest annual volume behind 2023's 12.8 million tons." - Reworded sentence: "for 2024 decreased $913.7 million, or 37%, to $1.5 billion, compared to 2023." - Reworded sentence: "was $9.84 for 2024, compared to $14.64 for 2023." **Prior (2024):** During 2023, underlying domestic steel demand was firm, supported by the construction, automotive, and energy sectors. Customer steel inventories also remained below historical averages, in combination resulting in generally steady order patterns. This solid market environment, coupled with the continued ramp-up of Sinton, drove record annual shipments of 12.8 million tons for our steel operations. Despite a challenging pricing environment throughout much of the year, our metals recycling teams meaningfully increased volume during 2023 compared to 2022. Our steel fabrication business achieved its second highest annual earnings during 2023, on continued solid non-residential construction demand. Our consolidated net sales of $18.8 billion and cash flow from operations of $3.5 billion were our second-best and our consolidated operating income of $3.2 billion was our third-best performance in company history. Metal spread compression among each of our operating segments resulted in significantly lower operating income in 2023 compared to our record 2022 earnings despite continued strong market demand and volumes. Consolidated operating income for 2023 decreased $1.9 billion, or 38%, to $3.2 billion, compared to a record $5.1 billion in 2022. Net income attributable to Steel Dynamics, Inc. for 2023 decreased $1.4 billion, or 37%, to $2.5 billion, compared to a record in 2022. Diluted earnings per share attributable to Steel Dynamics, Inc. was $14.64 for 2023, compared to $20.92 for 2022. Effective the fourth quarter 2023, the company changed its reportable segments, consistent with how it currently manages the business, representing four reporting segments: steel operations (now including warehouse operations previously included in Other), metals recycling operations, steel fabrication operations, and a new reportable segment, aluminum operations. Segment information provided within this Form 10-K has been recast for all prior periods consistent with the current reportable segment presentation. Aluminum Operations includes the results of the recycled aluminum flat rolled products mill in Columbus, Mississippi, and two satellite recycled aluminum slab centers located in Arizona and Mexico, all of which are currently being constructed. The results of this segment currently consist of construction and start-up costs recorded in selling, general and administrative expenses, included within the discussion of consolidated results within the Other Operations section below. During 2023, there were no additional results of operations, such as those related to shipments or production, to be discussed. Operations are expected to begin in 2025. Refer to Item 7. 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, 2022, for additional information regarding results of operations for the year ended December 31, 2022, as compared to the year ended December 31, 2021, and segment operating results for 2022 as compared to 2021. Our 2023 change in reportable segments did not change the discussion previously provided. ​ 40 40 Table of ContentsSegment Operating Results (dollars in thousands)​​​​​​​​​​​​​​​​​​​​​​ Years Ended December 31,​​​2023​% Change​2022​​​​​​​​​​​​Net sales​​​​​​​​​Steel Operations $ 13,067,622​(13)%​$ 15,100,996​​Metals Recycling Operations ​ 4,360,127​(1)%​​ 4,395,668​​Steel Fabrication Operations ​ 2,806,777​(34)%​​ 4,257,207​​Aluminum Operations ​ -​-​​ -​​Other​ 1,171,901​(9)%​​ 1,287,980​​​​ 21,406,427​​​​ 25,041,851​​Intra-company​ (2,611,111)​​​​ (2,781,077)​​​$ 18,795,316​(16)%​$ 22,260,774​​​​​​​​​​​​Operating income (loss)​​​​​​​​​Steel Operations $ 1,881,600​(39)%​$ 3,092,689​​Metals Recycling Operations​ 88,654​(24)%​​ 116,497​​Steel Fabrication Operations ​ 1,593,261​(34)%​​ 2,424,655​​Aluminum Operations ​ (23,773)​(909)%​​ (2,355)​​Other ​ (394,577)​34% ​​ (594,045)​​​​ 3,145,165​​​​ 5,037,441​​Intra-company​ 6,016​​​​ 54,381​​​$ 3,151,181​(38)%​$ 5,091,822​​​41 Table of Contents Table of Contents Table of Contents Segment Operating Results (dollars in thousands)​​​​​​​​​​​​​​​​​​​​​​ Years Ended December 31,​​​2023​% Change​2022​​​​​​​​​​​​Net sales​​​​​​​​​Steel Operations $ 13,067,622​(13)%​$ 15,100,996​​Metals Recycling Operations ​ 4,360,127​(1)%​​ 4,395,668​​Steel Fabrication Operations ​ 2,806,777​(34)%​​ 4,257,207​​Aluminum Operations ​ -​-​​ -​​Other​ 1,171,901​(9)%​​ 1,287,980​​​​ 21,406,427​​​​ 25,041,851​​Intra-company​ (2,611,111)​​​​ (2,781,077)​​​$ 18,795,316​(16)%​$ 22,260,774​​​​​​​​​​​​Operating income (loss)​​​​​​​​​Steel Operations $ 1,881,600​(39)%​$ 3,092,689​​Metals Recycling Operations​ 88,654​(24)%​​ 116,497​​Steel Fabrication Operations ​ 1,593,261​(34)%​​ 2,424,655​​Aluminum Operations ​ (23,773)​(909)%​​ (2,355)​​Other ​ (394,577)​34% ​​ (594,045)​​​​ 3,145,165​​​​ 5,037,441​​Intra-company​ 6,016​​​​ 54,381​​​$ 3,151,181​(38)%​$ 5,091,822​​​ **Current (2025):** During 2024 we achieved steel shipments of 12.7 million tons, our second highest annual volume behind 2023's 12.8 million tons. 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. 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. 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. 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. 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. Our 2024 change in reportable segments did not change the discussion previously provided. Refer to the Aluminum Operations segment discussion for additional information. ​ 39 39 Table of ContentsSegment 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 Table of Contents 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​​​ 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​​​ --- ## Modified: Variable Rate **Key changes:** - Reworded sentence: "​ ​ ​ ​ ​ ​ 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 ​ ​ ​ ​ ​" **Prior (2024):** ​ ​ ​ ​ ​ ​ Average ​ ​ ​ Average ​ ​ ​ ​ Principal ​ Rate ​ Principal ​ Rate ​ ​ Expected maturity date: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2024 ​ $ 400,901 ​ ​ 2.8% ​ $ 59,794 ​ ​ 7.2% ​ ​ 2025 ​ ​ 400,653 ​ ​ 2.4 ​ ​ - ​ ​ ​ ​ ​ 2026 ​ ​ 400,453 ​ ​ 5.0 ​ ​ - ​ ​ ​ ​ ​ 2027 ​ ​ 350,035 ​ ​ 1.7 ​ ​ - ​ ​ ​ ​ ​ 2028 ​ ​ - ​ ​ - ​ ​ - ​ ​ ​ ​ ​ Thereafter ​ ​ 1,500,000 ​ ​ 3.3 ​ ​ - ​ ​ ​ ​ ​ Total debt outstanding ​ $ 3,052,042 ​ ​ 3.2% ​ $ 59,794 ​ ​ 7.2% ​ ​ Fair value ​ $ 2,776,826 ​ ​ ​ ​ $ 59,794 ​ ​ ​ ​ ​ **Current (2025):** ​ ​ ​ ​ ​ ​ 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 ​ ​ ​ ​ ​ --- ## Modified: Years Ended December 31, **Key changes:** - Reworded sentence: "​ ​ ​ ​ 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 ​ ​" **Prior (2024):** ​ ​ ​ 2023 ​ % Change ​ 2022 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net sales ​ ​ ​ ​ ​ ​ ​ ​ ​ Steel Operations $ 13,067,622 ​ (13)% ​ $ 15,100,996 ​ ​ Metals Recycling Operations ​ 4,360,127 ​ (1)% ​ ​ 4,395,668 ​ ​ Steel Fabrication Operations ​ 2,806,777 ​ (34)% ​ ​ 4,257,207 ​ ​ Aluminum Operations ​ - ​ - ​ ​ - ​ ​ Other ​ 1,171,901 ​ (9)% ​ ​ 1,287,980 ​ ​ ​ ​ 21,406,427 ​ ​ ​ ​ 25,041,851 ​ ​ Intra-company ​ (2,611,111) ​ ​ ​ ​ (2,781,077) ​ ​ ​ $ 18,795,316 ​ (16)% ​ $ 22,260,774 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating income (loss) ​ ​ ​ ​ ​ ​ ​ ​ ​ Steel Operations $ 1,881,600 ​ (39)% ​ $ 3,092,689 ​ ​ Metals Recycling Operations ​ 88,654 ​ (24)% ​ ​ 116,497 ​ ​ Steel Fabrication Operations ​ 1,593,261 ​ (34)% ​ ​ 2,424,655 ​ ​ Aluminum Operations ​ (23,773) ​ (909)% ​ ​ (2,355) ​ ​ Other ​ (394,577) ​ 34% ​ ​ (594,045) ​ ​ ​ ​ 3,145,165 ​ ​ ​ ​ 5,037,441 ​ ​ Intra-company ​ 6,016 ​ ​ ​ ​ 54,381 ​ ​ ​ $ 3,151,181 ​ (38)% ​ $ 5,091,822 ​ ​ ​ 41 41 Table of Contents​Steel Operations Segment​Steel operations consist of our electric arc furnace (EAF) steel mills, producing steel from ferrous scrap and scrap substitutes, utilizing continuous casting, automated rolling mills and numerous steel coating, processing lines and warehouse operations. Our steel operations sell directly to end-users, steel fabricators, and service centers. These products are used in numerous industry sectors, including the construction, automotive, manufacturing, transportation, heavy and agriculture equipment, energy and pipe and tube (including OCTG) markets. Steel operations accounted for 67% and 65% of our consolidated net sales during 2023 and 2022, respectively. See Item 1. Business for further information on Steel Operations segment operations.Steel Operations Shipments (tons):​​​​​​​​​​​​​​​​​​ Years Ended December 31, ​​​2023​% Change​2022​​Total shipments 12,821,753​5% ​ 12,159,189​​Intra-segment shipments (1,449,832)​​​ (1,354,940)​​Steel Operations Segment shipments 11,371,921​5% ​ 10,804,249​​​​​​​​​​External shipments 10,976,707​5% ​ 10,411,490​​​42 Table of Contents Table of Contents Table of Contents ​Steel Operations Segment​Steel operations consist of our electric arc furnace (EAF) steel mills, producing steel from ferrous scrap and scrap substitutes, utilizing continuous casting, automated rolling mills and numerous steel coating, processing lines and warehouse operations. Our steel operations sell directly to end-users, steel fabricators, and service centers. These products are used in numerous industry sectors, including the construction, automotive, manufacturing, transportation, heavy and agriculture equipment, energy and pipe and tube (including OCTG) markets. Steel operations accounted for 67% and 65% of our consolidated net sales during 2023 and 2022, respectively. See Item 1. Business for further information on Steel Operations segment operations.Steel Operations Shipments (tons):​​​​​​​​​​​​​​​​​​ Years Ended December 31, ​​​2023​% Change​2022​​Total shipments 12,821,753​5% ​ 12,159,189​​Intra-segment shipments (1,449,832)​​​ (1,354,940)​​Steel Operations Segment shipments 11,371,921​5% ​ 10,804,249​​​​​​​​​​External shipments 10,976,707​5% ​ 10,411,490​​​ ​ **Current (2025):** ​ ​ ​ 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 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. 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.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. 2023During 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. 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. 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 Table of Contents 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. 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.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. 2023During 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. 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. 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.​ ​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. 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.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. 2023During 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. 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. 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.​ ​ --- ## Modified: 2018 Executive Incentive Compensation Plan (2018 Executive Plan) **Key changes:** - Reworded sentence: "At December 31, 2024, 2023, and 2022, 1.3 million, 1.3 million, and 1.4 million shares, respectively, under the 2018 Executive Plan remained available for grant." **Prior (2024):** The 2018 Executive Plan provides for eligibility of certain senior leadership of the company to receive cash and stock bonuses based on predetermined formulas. The company's shareholders approved the 2018 Executive Plan in May 2018 and 2.0 million shares of company stock were reserved for grant through February 28, 2028. At times a portion of the bonus may be distributed in shares of the company's stock, of which one-third of the shares vest immediately and the remaining shares vest in equal annual installments over an additional two-year service-based vesting period requirement. At December 31, 2023, 2022, and 2021, 1.3 million, 1.4 million, and 1.4 million shares, respectively, under the 2018 Executive Plan remained available for grant. Pursuant to the 2018 Executive Plan, 29,000, 26,000, and 157,000 shares were awarded with a market value of $3.5 million, $3.2 million, and $8.7 million for the 2023, 2022, and 2021 award years, respectively. one-third ​ ​ 77 77 Table of ContentsNote 7. Derivative Financial InstrumentsThe company is exposed to certain risks relating to its ongoing business operations. The company utilizes derivative instruments to mitigate commodity price risk, occasionally to mitigate foreign currency exchange rate risk, and has in the past to mitigate interest rate fluctuation risk. The company routinely enters into forward exchange traded futures to manage the price risk associated with nonferrous metals inventory, as well as purchases and sales of nonferrous (primarily aluminum and copper) and ferrous metals. The company offsets fair value amounts recognized for derivative instruments executed with the same counterparty under master netting agreements.If the company is "long" on commodity futures contracts, it means the company has more futures contracts purchased than futures contracts sold for the underlying commodity. If the company is "short" on a futures contract, it means the company has more futures contracts sold than futures contracts purchased for the underlying commodity. The following summarizes the company's futures contract commitments as of December 31, 2023:​​​​​​​​​Commodity Futures​Long/Short​Metric Tons​​Aluminum​Long​3,550​​Aluminum​Short​8,800​​Copper​Long​12,837​​Copper​Short​33,589​​The following summarizes the location and amounts of the fair values reported on the company's consolidated balance sheets and gains or losses related to derivatives included in the company's consolidated statements of income as of and for the years ended December 31 (in thousands):​​​​​​​​​​​​​​​​​​Asset Derivatives​Liability Derivatives​​​​Fair Value​Fair Value​​Balance sheet location​December 31, 2023​December 31, 2022​December 31, 2023​December 31, 2022​Derivative instruments designated as hedges ​​​​​​​​​​​​​​​​​​​​​​​​​​​​​ Commodity futuresOther current assets​$ 1,065​$ 2,169​$ 1,097​$ 2,119​​​​​​​​​​​​​​​​Derivative instruments not designated as hedges​​​​​​​​​​​​​​​​​​​​​​​​​​​​​ Commodity futuresOther current assets​​ 1,418​​ 2,102​​ 8,208​​ 5,269​Total derivative instruments​​$ 2,483​$ 4,271​$ 9,305​$ 7,388​​​78 Table of Contents Table of Contents Table of Contents Note 7. Derivative Financial InstrumentsThe company is exposed to certain risks relating to its ongoing business operations. The company utilizes derivative instruments to mitigate commodity price risk, occasionally to mitigate foreign currency exchange rate risk, and has in the past to mitigate interest rate fluctuation risk. The company routinely enters into forward exchange traded futures to manage the price risk associated with nonferrous metals inventory, as well as purchases and sales of nonferrous (primarily aluminum and copper) and ferrous metals. The company offsets fair value amounts recognized for derivative instruments executed with the same counterparty under master netting agreements.If the company is "long" on commodity futures contracts, it means the company has more futures contracts purchased than futures contracts sold for the underlying commodity. If the company is "short" on a futures contract, it means the company has more futures contracts sold than futures contracts purchased for the underlying commodity. The following summarizes the company's futures contract commitments as of December 31, 2023:​​​​​​​​​Commodity Futures​Long/Short​Metric Tons​​Aluminum​Long​3,550​​Aluminum​Short​8,800​​Copper​Long​12,837​​Copper​Short​33,589​​The following summarizes the location and amounts of the fair values reported on the company's consolidated balance sheets and gains or losses related to derivatives included in the company's consolidated statements of income as of and for the years ended December 31 (in thousands):​​​​​​​​​​​​​​​​​​Asset Derivatives​Liability Derivatives​​​​Fair Value​Fair Value​​Balance sheet location​December 31, 2023​December 31, 2022​December 31, 2023​December 31, 2022​Derivative instruments designated as hedges ​​​​​​​​​​​​​​​​​​​​​​​​​​​​​ Commodity futuresOther current assets​$ 1,065​$ 2,169​$ 1,097​$ 2,119​​​​​​​​​​​​​​​​Derivative instruments not designated as hedges​​​​​​​​​​​​​​​​​​​​​​​​​​​​​ Commodity futuresOther current assets​​ 1,418​​ 2,102​​ 8,208​​ 5,269​Total derivative instruments​​$ 2,483​$ 4,271​$ 9,305​$ 7,388​​​ **Current (2025):** The 2018 Executive Plan provides for eligibility of certain senior leadership of the company to receive cash and stock bonuses based on predetermined formulas. The company's shareholders approved the 2018 Executive Plan in May 2018 and 2.0 million shares of company stock were reserved for grant through February 28, 2028. At times a portion of the bonus may be distributed in shares of the company's stock, of which one-third of the shares vest immediately and the remaining shares vest in equal annual installments over an additional two-year service-based vesting period requirement. At December 31, 2024, 2023, and 2022, 1.3 million, 1.3 million, and 1.4 million shares, respectively, under the 2018 Executive Plan remained available for grant. Pursuant to the 2018 Executive Plan, 17,000, 29,000, and 26,000 shares were awarded with a market value of $2.2 million, $3.5 million, and $3.2 million for the 2024, 2023, and 2022 award years, respectively. one-third --- ## Modified: Years Ended December 31, **Key changes:** - Reworded sentence: "​ ​ ​ 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 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." **Prior (2024):** ​ ​ ​ 2023 ​ % Change ​ 2022 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net sales ​ ​ ​ ​ ​ ​ ​ ​ ​ Steel Operations $ 13,067,622 ​ (13)% ​ $ 15,100,996 ​ ​ Metals Recycling Operations ​ 4,360,127 ​ (1)% ​ ​ 4,395,668 ​ ​ Steel Fabrication Operations ​ 2,806,777 ​ (34)% ​ ​ 4,257,207 ​ ​ Aluminum Operations ​ - ​ - ​ ​ - ​ ​ Other ​ 1,171,901 ​ (9)% ​ ​ 1,287,980 ​ ​ ​ ​ 21,406,427 ​ ​ ​ ​ 25,041,851 ​ ​ Intra-company ​ (2,611,111) ​ ​ ​ ​ (2,781,077) ​ ​ ​ $ 18,795,316 ​ (16)% ​ $ 22,260,774 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating income (loss) ​ ​ ​ ​ ​ ​ ​ ​ ​ Steel Operations $ 1,881,600 ​ (39)% ​ $ 3,092,689 ​ ​ Metals Recycling Operations ​ 88,654 ​ (24)% ​ ​ 116,497 ​ ​ Steel Fabrication Operations ​ 1,593,261 ​ (34)% ​ ​ 2,424,655 ​ ​ Aluminum Operations ​ (23,773) ​ (909)% ​ ​ (2,355) ​ ​ Other ​ (394,577) ​ 34% ​ ​ (594,045) ​ ​ ​ ​ 3,145,165 ​ ​ ​ ​ 5,037,441 ​ ​ Intra-company ​ 6,016 ​ ​ ​ ​ 54,381 ​ ​ ​ $ 3,151,181 ​ (38)% ​ $ 5,091,822 ​ ​ ​ 41 41 Table of Contents​Steel Operations Segment​Steel operations consist of our electric arc furnace (EAF) steel mills, producing steel from ferrous scrap and scrap substitutes, utilizing continuous casting, automated rolling mills and numerous steel coating, processing lines and warehouse operations. Our steel operations sell directly to end-users, steel fabricators, and service centers. These products are used in numerous industry sectors, including the construction, automotive, manufacturing, transportation, heavy and agriculture equipment, energy and pipe and tube (including OCTG) markets. Steel operations accounted for 67% and 65% of our consolidated net sales during 2023 and 2022, respectively. See Item 1. Business for further information on Steel Operations segment operations.Steel Operations Shipments (tons):​​​​​​​​​​​​​​​​​​ Years Ended December 31, ​​​2023​% Change​2022​​Total shipments 12,821,753​5% ​ 12,159,189​​Intra-segment shipments (1,449,832)​​​ (1,354,940)​​Steel Operations Segment shipments 11,371,921​5% ​ 10,804,249​​​​​​​​​​External shipments 10,976,707​5% ​ 10,411,490​​​42 Table of Contents Table of Contents Table of Contents ​Steel Operations Segment​Steel operations consist of our electric arc furnace (EAF) steel mills, producing steel from ferrous scrap and scrap substitutes, utilizing continuous casting, automated rolling mills and numerous steel coating, processing lines and warehouse operations. Our steel operations sell directly to end-users, steel fabricators, and service centers. These products are used in numerous industry sectors, including the construction, automotive, manufacturing, transportation, heavy and agriculture equipment, energy and pipe and tube (including OCTG) markets. Steel operations accounted for 67% and 65% of our consolidated net sales during 2023 and 2022, respectively. See Item 1. Business for further information on Steel Operations segment operations.Steel Operations Shipments (tons):​​​​​​​​​​​​​​​​​​ Years Ended December 31, ​​​2023​% Change​2022​​Total shipments 12,821,753​5% ​ 12,159,189​​Intra-segment shipments (1,449,832)​​​ (1,354,940)​​Steel Operations Segment shipments 11,371,921​5% ​ 10,804,249​​​​​​​​​​External shipments 10,976,707​5% ​ 10,411,490​​​ ​ **Current (2025):** ​ ​ ​ 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 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. 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.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. 2023During 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. 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. 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 Table of Contents 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. 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.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. 2023During 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. 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. 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.​ ​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. 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.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. 2023During 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. 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. 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.​ ​ --- *Data sourced from SEC EDGAR. Last updated 2026-06-01.*