Quarterly Report for Quarter Ending June 30, 2025 (Form 10-Q)

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward-Looking Statements

This report contains some predictive statements about future events, including statements related to conditions in domestic or global economies, conditions in steel, aluminum, and recycled metals market places, Steel Dynamics' revenues, costs of purchased materials, future profitability and earnings, and the operation of new, existing or planned facilities. These statements, which we generally precede or accompany by such typical conditional words as "anticipate", "intend", "believe", "estimate", "plan", "seek", "project", or "expect", or by the words "may", "will", or "should", are intended to be made as "forward-looking", subject to many risks and uncertainties, within the safe harbor protections of the Private Securities Litigation Reform Act of 1995. These statements speak only as of this date and are based upon information and assumptions, which we consider reasonable as of this date, concerning our businesses and the environments in which they operate. Such predictive statements are not guarantees of future performance, and we undertake no duty to update or revise any such statements. Some factors that could cause such forward-looking statements to turn out differently than anticipated include: (1) domestic and global economic factors; (2) global steelmaking overcapacity and imports of steel, together with increased scrap prices; (3) pandemics, epidemics, widespread illness or other health issues; (4) the cyclical nature of the steel industry and the industries we serve; (5) volatility and major fluctuations in prices and availability of scrap metal, scrap substitutes and supplies, and our potential inability to pass higher costs on to our customers; (6) cost and availability of electricity, natural gas, oil, and other energy resources are subject to volatile market conditions; (7) increased environmental, greenhouse gas emissions and sustainability considerations from our customers and investors or related regulations; (8) compliance with and changes in environmental and remediation requirements; (9) significant price and other forms of competition from other steel and aluminum producers, scrap processors and alternative materials; (10) availability of an adequate source of supply of scrap for our metals recycling operations; (11) cybersecurity threats and risks to the security of our sensitive data and information technology; (12) the implementation of our growth strategy; (13) our ability to retain, develop and attract key personnel; (14) litigation and legal compliance; (15) unexpected equipment downtime or shutdowns; (16) governmental agencies may refuse to grant or renew some of our licenses and permits; (17) our senior unsecured credit facility contains, and any future financing agreements may contain, restrictive covenants that may limit our flexibility; and (18) the impacts of impairment charges.

More specifically, we refer you to our more detailed explanation of these and other factors and risks that may cause such predictive statements to turn out differently, as set forth in our most recent Annual Report on Form 10-K under the headings Special Note Regarding Forward-Looking Statements and Risk Factors for the year ended December 31, 2024, in our quarterly reports on Form 10-Q, or in other reports which we from time to time file with the Securities and Exchange Commission. These reports are available publicly on the Securities and Exchange Commission website, www.sec.gov, and on our website, www.steeldynamics.com under "Investors - SEC Filings."

Description of the Business

We are one of the largest domestic steel producers and metals recyclers in the United States, based on estimated steelmaking and steel coating capacity of approximately 16 million tons and actual metals recycling volumes, with one of the most diversified product and end market portfolios in the domestic steel industry, combined with meaningful downstream steel fabrication operations. We are currently investing in our aluminum operations to further diversify our end markets with plans to supply aluminum flat rolled products with high recycled content to the countercyclical sustainable beverage can industry, in addition to the automotive and industrial sectors. Our primary sources of revenue are currently from the manufacture and sale of steel products, the processing and sale of recycled ferrous and nonferrous metals, and the fabrication and sale of steel joists and deck products.

Operating Statement Classifications

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.

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.

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Results Overview

In the second quarter of 2025 we achieved quarterly steel shipments of 3.3 million tons. Our metals recycling operations benefitted from solid domestic steel industry demand, resulting in record quarterly ferrous scrap shipments, while our steel fabrication segment continued to experience consistently strong order activity as realized average selling prices declined.

Consolidated operating income decreased $176.3 million, or 32%, to $382.9 million for the second quarter of 2025, compared to the second quarter of 2024 as steel and steel fabrication operations metal spreads contracted. Second quarter 2025 net income attributable to Steel Dynamics, Inc. decreased $129.3 million, or 30%, to $298.7 million, compared to the second quarter of 2024, consistent with decreased operating income.

Consolidated operating income decreased $652.1 million, or 50%, to $658.0 million for the first half of 2025, compared to the first half of 2024. First half 2025 net income attributable to Steel Dynamics, Inc. decreased $496.2 million, or 49%, to $515.9 million, compared to the first half of 2024, consistent with decreased operating income.

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Segment Operating Results 2025 vs. 2024 (dollars in thousands)

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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, and Steel of West Virginia; steel coating and processing operations at The Techs, Heartland Flat Roll Division, United Steel Supply, and Vulcan Threaded Products, Inc.; warehouse operations in Mexico; and SDI Biocarbon Solutions, LLC. Steel operations accounted for 72% and 68% of our consolidated net sales during the three-month periods ending June 30, 2025, and 2024, respectively, and 71% and 70% during the six-month periods ended June 30, 2025 and 2024, respectively.

Steel Operations Segment Shipments (tons):

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Steel Operations Segment Results 2025 vs. 2024

During the second quarter of 2025, our steel operations achieved shipments of 3.3 million tons (3.0 million excluding intra-segment). We experienced higher realized average selling prices in the second quarter of 2025 as spot pricing continued its upward trend and our flat rolled products realized this increase in its contracts tied to lagging pricing indices. Uncertainty regarding trade policy caused hesitancy in customer order patterns across our businesses, despite healthy underlying demand factors, such as manufacturing onshoring, infrastructure program funding, and increased regionalization of supply chains in the U.S. Second quarter 2025 total steel segment average selling prices were flat compared to the second quarter of 2024, while segment shipments increased 4%. Net sales for the steel operations in the second quarter of 2025 increased 4% compared to the same period in 2024, due to the increased segment shipments. Net sales for the steel operations decreased 3% in the first half of 2025 when compared to the same period in 2024, primarily due to decreased average selling prices, particularly in the first quarter of 2025.

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 per net ton consumed in our steel mills increased $20 per ton, or 5%, in the second quarter of 2025, compared to the same period in 2024, consistent with overall increased domestic ferrous scrap pricing noted below in the Metals Recycling Operations segment discussion. In the first half of 2025, our metallic raw material cost per ton decreased $6, or 2%, compared to the same period in 2024.

In the second quarter of 2025, as a result of scrap costs increasing and average selling prices remaining flat, 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% compared to the second quarter of 2024. As a result of this metal spread compression, as well as a $32.3 million noncash write-off of consumable assets described in Note 1, operating income for the steel operations decreased 13%, to $381.1 million, in the second quarter of 2025, compared to the same period in 2024. First half 2025 operating income decreased 45%, to $610.0 million, compared to the first half of 2024 due primarily to a 13% decrease in metal spread, as average selling prices decreased more than scrap costs despite slightly higher shipment volume.

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Metals recycling operations include our OmniSource ferrous and nonferrous processing, transportation, marketing, brokerage, and scrap management services 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 the second quarters of 2025 and 2024, 66% and 61%, respectively, of metals recycling operations ferrous scrap was sold to our own steel mills, while our steel mill utilization was 85% and 81% in the second quarters of 2025 and 2024, respectively. Metals recycling operations accounted for 12% and 11% of our consolidated net sales during the three-month periods ending June 30, 2025, and 2024, respectively, and during the six-month periods ended June 30, 2025, and 2024, respectively.

Metals Recycling Operations Segment Shipments:

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Metals Recycling Operations Segment Results 2025 vs. 2024

During the second quarter of 2025, our metals recycling operations benefitted from steady domestic steel mill utilization, resulting in record quarterly ferrous shipments. Ferrous scrap shipments increased 6% compared to the same period in 2024 while nonferrous shipments decreased 3%. Ferrous scrap average selling prices increased 4% during the second quarter of 2025 compared to the same period in 2024, while nonferrous scrap prices remained flat, resulting in an overall 5% increase in segment net sales. Ferrous metal spreads (which we define as the difference between average selling prices and the cost of purchased scrap) decreased 9% during the second quarter of 2025 compared to the same period in 2024, and nonferrous metal spreads increased 28%. As a result of the decreased ferrous metals spreads, metals recycling operations operating income decreased 7% to $21.3 million in the second quarter of 2025 compared to the second quarter of 2024.

Net sales for our metals recycling operations in the first half of 2025 increased 4% compared to the same period in 2024, driven by increased ferrous volumes. Ferrous scrap average selling prices remained flat during the first half of 2025 compared to the same period in 2024, while nonferrous average selling prices increased 10%. Ferrous shipments increased 3% and nonferrous shipments decreased 4% in the first half of 2025 compared to the first half of 2024. Ferrous metal spreads were flat, while nonferrous metal spreads increased 16% in the first half of 2025 compared to the first half of 2024. As a result of the combination of these volume and metal spread changes, metals recycling operations operating income in the first half of 2025 of $47.0 million increased 32% from the first half of 2024.

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Steel 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. Steel fabrication operations accounted for 7% and 10% of our consolidated net sales during the three-month periods ending June 30, 2025, and 2024, respectively, and 8% and 10% during the six-month periods ending June 30, 2025, and 2024, respectively.

Steel Fabrication Operations Segment Results 2025 vs. 2024

Net sales for the steel fabrication operations decreased 28% during the second quarter of 2025 compared to the same period in 2024, as average selling prices decreased $461 per ton, or 15%, and volume decreased 15% from the second quarter of 2024. While demand remained historically strong, the second quarter of 2025 sales volumes were down compared to the second quarter of 2024, with continued declining selling prices, as industry average selling prices continue to move toward pre-pandemic levels. Our steel fabrication operations continue to benefit from the solid non-residential construction market, continued onshoring of manufacturing, and the U.S. infrastructure program, as evidenced by an order backlog that extends into the first quarter of 2026. Net sales for the segment decreased 25% during the first half of 2025, compared to the same period in 2024, as volume decreased 11%, and average selling prices decreased 16%.

The purchase of various steel products is the largest single cost of production for our steel fabrication operations, historically representing approximately two-thirds of the total cost of manufacturing. The average cost per ton of steel consumed decreased 10% in the second quarter of 2025 compared to the same period in 2024. Metal spread (which we define as the difference between average selling prices and the cost of purchased steel) contracted 19% in the second quarter of 2025 compared to the same period in 2024. Metal spread compression coupled with decreased volume resulted in operating income decreasing 48% to $93.1 million in the second quarter 2025, compared to $180.7 million in the same period in 2024. For the first half of 2025, operating income decreased 42% to $209.9 million compared to the first half of 2024, as a result of an 18% decrease in metal spread, coupled with decreased volumes.

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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 and Central Mexico, and an ancillary recycled aluminum deox-rod facility, formerly included in the results of our metals recycling operations segment. We successfully produced and sold our first aluminum coils late in the second quarter of 2025, and we expect volume to steadily increase over the coming months. The results of this segment largely consist of construction, start-up, and commissioning costs recorded in selling, general, and administrative expenses, which continued to increase in the second quarter of 2025, consistent with increased headcount and start-up costs.

Second Quarter Consolidated Results 2025 vs. 2024

Selling, General and Administrative Expenses.Selling, general and administrative expenses of $198.0 million during the second quarter of 2025 increased 24% from $160.0 million during the second quarter of 2024 primarily due to an increase in payroll and benefits expense related to the growth of the aluminum operations segment during 2025. Selling, general and administrative expenses represented 4.3% and 3.5% of net sales during the second quarters of 2025 and 2024, respectively.

Profit sharing expense during the second quarter of 2025 of $30.7 million decreased 36% from $48.1 million during the same period in 2024, consistent with decreased pretax earnings. This decrease in profit sharing expense was the primary driver of decreased operating loss for our other operations of 11% in the second quarter of 2025 compared to the same period in 2024. Profit sharing expense for eligible employees is 8% of consolidated pretax income excluding noncontrolling interests and other items.

Interest Expense, net of Capitalized Interest. During the second quarter of 2025, interest expense of $17.4 million increased 37% from $12.7 million during the second quarter of 2024. This increase is a result of higher outstanding long-term debt balances during the second quarter of 2025 compared to the same period in 2024 due to our issuance of senior unsecured notes in March 2025.

Other (Income) Expense, net. Net other income was $22.4 million in the second quarter of 2025, compared to $18.7 million in the second quarter of 2024, an increase of $3.7 million due primarily to the impact of foreign currency exchange rate gains of $7.1 million in 2025 compared to losses of $10.0 million in 2024, partially offset by decreased interest income due to lower invested cash balances during 2025.

Income Tax Expense. Second quarter 2025 income tax expense of $86.7 million, at an effective income tax rate of 22.3%, decreased 35% compared to $133.4 million, at an effective income tax rate of 23.6%, during the second quarter of 2024, consistent with decreased pretax earnings.

First Half Consolidated Results 2025 vs. 2024

Selling, General and Administrative Expenses.Selling, general and administrative expenses of $379.8 million during the first half of 2025 increased 19% from $319.5 million during the first half of 2024 primarily due to an increase in payroll and benefits expense related to the execution of our growth strategy during 2025. Selling, general and administrative expenses represented 4.3% and 3.4% of net sales during the first half of 2025 and 2024, respectively.

Profit sharing expense during the first half of 2025 of $53.4 million decreased 52% from $110.7 million during the same period in 2024, consistent with decreased pretax earnings. This decrease in profit sharing expense was the primary driver of decreased operating loss for our other operations of 23% in the first half of 2025 compared to the same period in 2024.

Interest Expense, net of Capitalized Interest.During the first half of 2025, interest expense of $29.5 million increased 20% from $24.7 million during the first half of 2024. This increase is a result of higher outstanding long-term debt balances during the first half of 2025 compared to the same period in 2024 due to our issuance of senior unsecured notes in March 2025.

Other (Income) Expense, net. Net other income was $40.0 million in the first half of 2025, compared to $45.5 million in the first half of 2024, a decrease of $5.5 million due primarily to the impact of decreased interest income due to lower invested cash balances in the first half of 2025 compared to the same period in 2024.

Income Tax Expense. First half 2025 income tax expense of $149.7 million, at an effective income tax rate of 22.4%, decreased 52% compared to $311.7 million, at an effective income tax rate of 23.4%, during the first half of 2024, consistent with decreased pretax earnings. In July 2025, U.S. Congress enacted the One Big Beautiful Bill Act ("OBBBA"), which includes significant provisions modifying the U.S. tax framework. We are in the process of evaluating the impact of these legislative changes as additional guidance becomes available. These legislative changes are not expected to have a material impact on our future effective tax rate, tax liabilities, and cash tax. As required by ASC 740, Income Taxes, the estimated impact of the OBBBA will be included in our financial results in the third quarter of 2025, the period of enactment.

Liquidity and Capital Resources

Capital Resources and Long-term Debt. Our business is capital intensive and requires substantial expenditures for, among other things, the purchase and maintenance of equipment used in our operations, 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 June 30, 2025, is as follows (in thousands):

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Our total outstanding debt of $3.8 billion increased $550.0 million compared to December 31, 2024, due to our issuance of senior unsecured notes in March 2025 as described in Note 3, the proceeds of which may be used for general corporate purposes, which included the repayment at maturity of our $400.0 million 2.400% notes due June 2025, and may include working capital, capital expenditures, advances for or investments in our subsidiaries, acquisitions, redemption and repayment of other outstanding indebtedness, and purchases of our 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 29.9% and 26.5% at June 30, 2025, and December 31, 2024, 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 June 30, 2025, 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 June 30, 2025, our interest coverage ratio and debt to capitalization ratio were 13.63:1.00 and 0.30:1.00, respectively. We were in compliance with these covenants at June 30, 2025, and we anticipate we will continue to be in compliance during the next twelve months.

Working Capital (representing excess of current assets over current liabilities). We generated cash flow from operations of $454.2 million in the first half of 2025 compared to $737.8 million in the same 2024 period. Working capital increased $590.8 million, or 18%, during the first half of 2025 to $3.9 billion at June 30, 2025, due primarily to the repayment of our $400.0 million of 2.400% senior notes in June 2025, as well as a $283.8 million dollar increase in accounts receivable consistent with increased steel prices and sales volumes in the second quarter of 2025 compared to the fourth quarter of 2024.

Capital Investments. During the first half of 2025, we invested $593.8 million in property, plant and equipment, primarily within our aluminum operations and steel operations segments, compared with $793.5 million invested during the same period in 2024. We are nearing completion of construction of a new state-of-the-art lower-carbon recycled aluminum flat rolled products mill with two new supporting satellite recycled aluminum slab centers, which are being funded by available cash and cash flow from operations. Related expenditures began in the third quarter of 2022 and have continued through 2025.Our liquidity of $1.9 billion and anticipated future operating cash flow generation is sufficient to provide for our planned 2025 capital requirements.

Cash Dividends. As a reflection of continued confidence in our current and future cash flow generation capability and financial position, we increased our quarterly cash dividend by 9% to $0.50 per share in the first quarter of 2025 (from $0.46 per share for each quarter in 2024), resulting in declared cash dividends of $148.6 million during the first half of 2025, compared to $144.2 million during the same period in 2024. We paid cash dividends of $144.2 million and $140.6 million during the first half of 2025 and 2024, respectively. Our board of directors, along with executive management, approves the payment of dividends on a quarterly basis. The determination to pay cash dividends in the future is at the discretion of our board of directors, after taking into account various factors, including our financial condition, results of operations, outstanding indebtedness, current and anticipated cash needs and growth plans.

Other. Our board of directors has authorized share repurchase programs during prior years and the current year, the most recent of which occurred in February 2025 for a program of up to $1.5 billion of the company's common stock. 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. There were $450.2 million and $607.1 million of share repurchases during the first half of 2025 and 2024, respectively. As of June 30, 2025, we had $1.2 billion remaining available to purchase under the February 2025 share repurchase program.

Our ability to meet our debt service obligations and reduce our total debt will depend upon our future performance which, in turn, will depend upon general economic, financial, and business conditions, along with competition, legislation and regulatory factors that are largely beyond our control. In addition, we cannot assure that our operating results, cash flows, access to credit markets and capital resources will be sufficient for repayment of our indebtedness in the future. We believe that based upon current levels of operations and anticipated growth, cash flows from operations, together with other available sources of funds, including borrowings under our Facility, if necessary, will be adequate for the next twelve months for making required payments of principal and interest on our indebtedness, funding working capital requirements, and funding anticipated capital expenditures.