Table of Contents

Operational and Commercial Risks

Table of Contents

Unique Entrepreneurial Culture

Our entrepreneurial culture is at the core of our success and is driven by our extensive performance-based incentive compensation philosophy from those on the plant floor to our senior leadership. Over 60% of a production team member’s total potential compensation is “at risk” to both quality production and cost-effectiveness metrics. Over 85% of our senior leadership team’s total potential compensation is “at risk” to companywide financial performance metrics that encourage long-term value creation, including return on equity, growth, cash generation, and return on invested capital measures. We believe diversity within our financial strengthteams enhances broad-based thinking, innovation, and flexibility, coupled with our competitive advantagesvalue creation. Our common goal of maintaining a low, highly variable cost structure, producing a diversified value-added product offering, controlling a secure supply of recycled ferrous metals, fostering an entity-wide entrepreneurial culture and having an experienced senior management team and work force, positions us well to continue to strengthen our leadership position and execute our growth strategy. 

One of the Lowest Cost Steel Producersconsistently achieving excellence in all we do is reflected in the United States; State-of-the-Art Facilities / Continue to Maintain Low Production Costsesprit de corps that permeates our team.

We are focused on continuing to maintain and enhance one of the lowest operating cost structures in the North American steel industry. Our low operating costs are primarily a result of our efficient plant designs and operations, our high productivity rate, low ongoing maintenance cost requirements and strategic locations near our customers and sources of our primary raw material, ferrous scrap.​

We will continue to drive innovative ways to use our equipment, enhance our productivity and explore new technologies to further improve our unit costs of production at each of our facilities. As one of the lowest cost producers in each of our three primary operating segments, we are able to better manage through cyclical and non-cyclical downturns, and to consistently maximize our profitability. We continuously seek to maximize the variability of our cost structure and to reduce per unit and fixed costs. Our incentive compensation plans at all employee levels are based on both divisional and consolidated company performance. Performance-based incentive compensation is designed to reward high productivity and efficient and safe use of physical resources and capital employed. Additionally, leveraging our existing facilities through capital effective organic growth and diversified product offerings allows us to maximize utilization of our current cost structure.

Secure Supply of High Quality Just-in-Time Ferrous Raw Materials

We maintain a secure supply of ferrous raw material resources through the benefit of our metals recycling operations and Iron Dynamics (IDI). Ferrous materials represent the single largest raw material component of our steel operations’ manufacturing costs, at approximately 60% of such costs. During 2017, 2016, and 2015, OmniSource, our metals recycling operations, provided our steel operations with 38%, 40%, and 41%, respectively, of its ferrous scrap requirements. This represented 63%, 61%, and 54% of OmniSource’s total ferrous scrap shipments during 2017, 

2016, and 2015, respectively. During 2017, 2016,  and 2015,  our steel operations consumed 10.3 million, 9.9 million, and 8.8 million tons, respectively, of metallic materials, of which iron units, other than scrap, represented approximately 13%, 14%, and 12% in 2017, 2016,  and 2015,  respectively. IDI supplies 100% of its production to the Butler Flat Roll Division, representing 72%, 65%, and 66% of their iron units other than scrap in 2017, 2016,  and 2015,  respectively, through the transfer of liquid pig iron and hot briquetted iron, which are higher quality, energy-saving ferrous raw materials. We believe our metals recycling operations and IDI provide us with a high quality, cost effective, and secure raw material platform for effective working capital management.   

Diversified, Product Mix / ExpandedValue-Added Product Offerings and Supply-Chain Solutions

We arehave one of the most diversified, high-margin product offerings within the domestic steel companiesindustry. We have a track record of profitable growth, driving diversification in the United States, with very broad product offerings. We currently offer a broad range of steel products (more specifically enumerated in the Steel Operations Productsboth end markets and Sales by End Market later in this section), including:

Steel Operations:

Sheet Products.  Hot roll, cold roll and coated steel, including a wide variety of specialty products, such as light gauge hot roll, galvanized, galvanneal, Galvalume®, Galfan®, and painted products.

Long Products.  Structural steel beams, pilings, and standard and premium grade rail; engineered special-bar-quality of an expanding range of sizes and chemistries; various merchant-bar products including rounds, angles, flats, channels and reinforcing bar, and channels and specialty steel sections.

Steel Finishing. Turning, polishing, straightening, chamfering, threading, precision saw-cutting, cold draw and heat treating of bar products; and cutting to length, additional straightening, hole punching, shot blasting, welding and coating of beams, channels and specialty steel sections.

Metals Recycling Operations.  An array of both ferrous and nonferrous scrap processing, scrap management, transportation, and brokerage products and services.

Steel Fabrication Operations.  Steel joists and steel deck material, including specialty deck.

This diversified portfolio of products enables us to access a broad range of end-user markets, serve a broad customer base, and help mitigate our market exposure to any one product or end-user market, resulting in increased utilization. In addition, our value-added product offerings help to balancesustain higher volume and profitability through varying market environments. Over 70% of our exposure to commodity grade products supplied by other domestic steel and steel fabrication sales are considered value-added. Throughout our history and today, we seek to a larger extent in recent years, foreign manufacturers.

We will continueprovide unique supply-chain alternatives for our customers to seek additional opportunitiesincrease efficiency, reduce time and to collaboratecosts, and promote decarbonization opportunities. Growing with our customers to anticipate their future needs by further expanding our range of products and offerings, which may allow our customers the ability to more effectively and efficiently navigate their supply chain. One such opportunity is our soonin this way has proven to be completed $28 million investment at our Roanoke Bar Division, to utilize existing excess meltinginvaluable in creating long-lasting relationships and casting capability with the addition of a rolling line to add approximately 200,000 tons annually of reinforcing bar capacity, including multi-strand slitting and finishing. Another opportunity is our on-going $75 million investment at our Structural and Rail Division to utilize excess melting and casting capability to produce up to 240,000 tons of various sizes of reinforcing bar including custom cut-to-length, smooth bar, and coiled. product development.

Strategic Geographic Locations / Enter New Geographic Markets​

The majority of our steelmaking facilitiesoperations are in locations near sustainable sources of scrap materialsmetals and near our customer base, allowing us to realize freight savings for inbound scrap as well as for outbound steel products destined for our customers. This also allows us to provide consistent on-time delivery to our customer base with relatively short lead times, further enhancingsolidifying our customer relationships.

​

This diversified portfolio of products enables us to access a broad range of markets, serve a large customer base, and helps mitigate our market exposure to any one product or sector, resulting in increased through-cycle steel mill utilization. In addition, our value-added steel product offerings help to balance our exposure to commodity grade products supplied by other steel manufacturers. We will continue to seek additional opportunities, such as entering into the recycled aluminum flat rolled products market, and to collaborate with our customers to anticipate their future needs by further expanding our range of products and offerings.

Our coated sheetSouthwest-Sinton Flat Roll Division (Sinton) is a prime example of our internal growth and differentiated business model. This electric arc furnace (EAF) flat roll steel mill has approximately 3.0 million tons of annual steel production capacity, currently including two value-added coating lines comprised of a galvanizing line with annual coating capacity of 550,000 tons with galvalume capability, and a paint line with annual coating capacity of 250,000 tons. We are also currently building four additional value-added flat roll steel coating lines comprised of an additional paint line and galvanizing line located onsite at Sinton and a paint line and galvanizing line at our Heartland Flat Roll Division. These new coating lines are expected to begin operating in early 2024.

As with all our growth initiatives, we seek to competitively differentiate ourselves through service, product capability and quality, and supply-chain solutions. Sinton is a “next-generation” EAF flat roll steel mill, which has the capability to provide higher-strength, tougher grades of flat roll steel for the energy and automotive markets. These ultra-high-strength steel products are also effectivelynot currently readily available throughfrom other domestic steel producers. Sinton is adhering to the same sustainability model as our locations in Pittsburgh, Pennsylvania, Jeffersonville, Indianaother steelmaking facilities, utilizing state-of-the-art environmental controls and Columbus, Mississippi, dueprocesses to river access.  Recycled ferrous scrapproduce high quality sustainable steel. Sinton was fully commissioned during the first half of 2022, and iron units representoperations have continued to ramp up as the mostteam navigated unexpected challenges related to equipment during 2023.

Vertically Connected Businesses and Pull-Through Volume Advantage

Our vertically connected businesses contribute to our higher through-cycle steel production and overall profitability. Our internal manufacturing businesses are a significant component of our cost of steel manufacturing. We believe that our metals recycling facilities are in the regions that account for a majority of the total ferrous scrap produced in the United States.competitive advantage supporting higher and more stable through-cycle earnings and cash flow generation. Our steel fabrication operations and downstream processing locations

Table of Contents

use a significant amount of steel in their operations. During weaker steel demand environments, we can source more of their steel needs internally, and during strong steel demand environments, we have a national footprint allowingthe option to also purchase their steel needs externally. Ultimately, we optimize our companywide profitability and minimize earnings volatility. In 2023, our own steel consuming businesses purchased 1.8 million tons of steel from our steel mills, representing 14% of our total 2023 steel shipments.

A strategic and synergistic relationship also exists between our steel mills and metals recycling operations. Our metals recycling platform is the largest supplier of recycled ferrous scrap to our steel operations and is expected to be the largest supplier of recycled nonferrous scrap to our aluminum operations. This allows us to serve the entire joistreduce companywide working capital, as lower scrap volume is required at our steel mills. We are also able to source higher-quality scrap for our steel mills, optimizing cost and deck domestic market and national accounts.quality.

Technically Advanced, Low-Cost, Highly-Efficient Operations

We may seekoperate some of the most technically advanced and environmentally responsible steel mills in the world. Our steel mills generate a fraction of the greenhouse gas emissions (GHG) per ton of steel produced as compared to entertraditional blast furnace steel production and the average global steel industry. Our value-added product diversification, vertically connected businesses, and performance-based incentive compensation programs support our efficient, environmentally responsible, and competitively advantaged footprint. Coupled with our low-cost, highly variable operating cost structure and our continued operating innovation and efficiency, we are one of the most profitable and lowest-cost domestic steel producers.

Transformational Growth / New Recycled Aluminum Flat Rolled Products Mill

In 2022, we announced our $2.7 billion project to construct and operate a 650,000 metric ton recycled aluminum flat rolled products mill in Columbus, Mississippi, with two supporting satellite recycled aluminum slab centers. A significant number of our steel customers are also consumers and processors of aluminum flat rolled products. We have had customers indicate that they would like to co-locate on the rolling mill site in Columbus, enhancing cost efficiencies and reducing emissions across the supply chain. This investment will allow us to broaden our ability to serve both our existing and new marketscustomers by adding high-quality, low-carbon flat rolled aluminum to our product portfolio. The product mix from the flat rolled products mill is expected to be approximately 45% can stock, 35% automotive, and 20% common alloy and industrial use. The product offering will be supported by various value-added finishing lines, including CASH (continuous annealing solutions heat treating) lines, continuous coating, and various slitting and packaging operations. The state-of-the-art recycled aluminum flat rolled products mill will utilize a significant amount of aluminum scrap, and as such is also a complementary extension of the company’s metals recycling platform. The two satellite recycling aluminum slab centers are expected to begin operations in late 2024 and mid-2025, and the recycled aluminum flat rolled products mill is expected to begin commissioning in mid-2025. Our unique performance-based operating culture, coupled with our experience in successfully constructing and operating cost-effective, highly profitable carbon flat roll steel mills, positions us exceptionally well to execute strategic geographic locationsopportunities and to deliver strong long-term value creation.

​

Sustainability

Sustainability is a part of our long-term value creation strategy. We are dedicated to our people, our communities and our environment. We are committed to operating our business with the highest integrity and have been since our founding. We only produce steel using EAF technology with recycled ferrous scrap as the primary raw material. This method of steelmaking emits approximately one-third of the Scope 1, 2 and 3 GHG emissions and uses less than one-quarter of the energy of the global blast furnace steelmaking averages on a per metric ton basis. We believe EAF production is the best commercially available steelmaking, is the most cost efficient, and provides the most flexibility, and as such, has been our method of growth for our steel operations. We encourage the use of new technologies and processes to reduce our impact on the environment, including a strategic focus on lowering carbon emissions. We are taking further action to reduce our environmental footprint through our 2025, 2030, and 2050 goals for GHG emissions reduction and increased renewable energy usage.

Table of Contents

We intentionally developed a vertically connected operating model, further strengthening our company. Our metals recycling platform collects and processes scrap from manufacturing and end-of-life items, such as automobiles, appliances, and machinery. This processed scrap is then sold to end-users for reuse, including our EAF steel mills, which produce new steel from the scrapped material. Our steel is then sold to consumers that offer attractiveboth further process and manufacture end products. We sell a meaningful amount of steel to our own manufacturing businesses that in turn sell finished products to consumers. Ultimately, when these products reach the end of their useful lives, they can be collected as scrap and used again in our steelmaking operations, creating our circular manufacturing model.

Our growth strategy focuses on increasing through-cycle cash generation and providing growth opportunities withinfor our areaspeople, partners, communities, and shareholders, all while keeping the sustainability of expertise.resources and carbon impact in focus.

We endeavor for continuous improvement in decarbonization, while maintaining compliance with regulated emission limits. We evaluate our GHG emissions by regularly reviewing furnace performance and efficiency. We analyze the latest available technologies to also determine whether emissions can be further lowered. In 2022, we announced a strategic joint venture, SDI Biocarbon Solutions, LLC. The joint venture, which is in the process of construction, will operate a biocarbon production facility in Columbus, Mississippi and is planned to supply our EAF steel mills with a renewable product alternative to anthracite used in our steelmaking operations. The facility is expected to produce up to 228,000 metric tons per year, which could result in as much as an estimated 35% reduction in our steel mills’ Scope 1 GHG emissions. Operations are planned to begin in late 2024.

Experienced ManagementLeadership Team and Unique Corporate Culture / FosterFosters an Entrepreneurial Culture

Our senior managementleadership team is highly experienced and has a proven track record in the steel, metals recycling, and steel fabrication industries. Management’sindustries, as well as in the construction and start-up of new operations. Our leadership objectives are closely aligned with our stockholdersstakeholders through meaningful stock ownership positions and performance‑basedperformance-based incentive compensation programs that are correlated to the company’s profitability and operational performance in relationship to itsour steel manufacturing peers. Our entrepreneurial culture resonates throughout each of our operating segments. We emphasize decentralized decision making, with corporate risk oversight, and have established incentive compensation programs specifically designed to reward employee teams for their efforts toward identifying innovative ways to enhance productivity, improve profitability, and control costs.

We intend to continue to foster our entrepreneurial culture and emphasize decentralized operational decision making and responsibility, while continuing to maintain appropriate corporate policygovernance and risk oversight. We reward teamwork, innovation, and operating efficiency, and will also continue to focus on maintaining the effectiveness of our incentive‑basedperformance-driven incentive bonus plans that are designed to maximize overall productivity and align the interests of our managementleadership and employeesteams with our stockholders.  stakeholders.

Experienced Executive Management Team

​

Mark D. Millett, a co-founder of our company and director since inception, co-founded the Company in 1993. Mr. Millett has been our PresidentBoard Chair since May 2021 and has been our Chief Executive Officer since January 2012. Prior to that, Mr. Milletthe has held various positions within the Company, including President and Chief Operating Officer, Executive Vice President of Metals Recycling and Ferrous Resources, President and Chief Operating Officer of OmniSource Corporation, and Executive Vice President and Chief Operating Officer forof Flat Rolled Steels and Ferrous Resources.Roll Operations. Mr. Millett was responsible for the design, construction, and start-up operation of all of our steel mills, including our Butler, Indiana flat roll, melting, and casting operations. Mr. Millett prior to his co-foundingserves as Past Chairman of the Steel Dynamics, served from 1981 to 1985 as chief metallurgist for Nucor Corporation’s Darlington, South Carolina, division, charged with developing the world’s first commercially viable thin-slab-casting process as the manager of that project at Nucor’s Hazelett facility. In 1987,Manufacturers Association (SMA). During 2019, Mr. Millett was givennamed the responsibility by Nucor for the design, construction, staffing, and operationrecipient of the meltingJames F. Collins Achievement in Advocacy Award by the SMA. In 2014 and casting facility at Nucor’s world’s‑first thin-slab casting facility at Crawfordsville, Indiana.2022, Mr. Millet was named Steelmaker of the Year by the Association of Iron and Steel Technology. Mr. Millett holds aearned his bachelor’s degree in metallurgy from the University of Surrey, in England. Mr. Millett was named Steelmaker

Table of the Year in 2014 by the Association of Iron and Steel Technology.Contents

Theresa E. Wagler is has been our Executive Vice President, and Chief Financial Officer and Corporate Secretary since May 2007. Ms. Wagler joined the Steel Dynamics corporate finance team in 1998, and has held various finance and accounting positions, including Chief Accounting Officer and Vice President and Corporate Controller, and was appointed to her current position in May 2007.Controller. She is responsible for and oversees accounting and taxation, treasury, risk management, taxation, treasury,legal, information technology and information technologycybersecurity, human resources, decarbonization strategy, and strategic business development functions, as well as, financial planning and analysis, investor relations, and corporate communications. Ms. Wagler also has various operational responsibilities directly overseeing two operating joint ventures. Prior to joining Steel Dynamics, Ms. Wagler served as Assistant Corporate Controller for Fort Wayne National Bank and aswas a certified public accountant with Ernst & Young LLP. She graduated cum laude from Taylor University with a bachelor’s degree in accounting and systems analysis. In addition, Ms. Wagler serves as a director, and chair of the audit committee, and a member of the environmental sustainability and community committee of CF Industries Holdings, Inc., a public company, and also serves as a director and audit committee chairtrustee for Trine University.

Russell B. Rinn is our Executive Vice PresidentUniversity and director for the Metals Recycling, andService Center Institute.

Miguel Alvarez has been our Senior Vice President, Metals Recycling since July 2011.March 2022. In this role, Mr. RinnAlvarez is responsible for OmniSource’s ferrous and nonferrous metals recycling operations in the eastern half of the United States, as well as sourcing,including marketing, trading and logistics activities spanning the nation. OmniSource procures metal scrap, processes it,activities. Prior to this role, Mr. Alvarez served as Senior Vice President, Southwest United States and markets these recycled metals to external customers and supplies ferrous scrap to the company’s steel mills.Mexico, since February 2019. Prior to joining Steel Dynamics, Mr. Rinn was an Executive ViceAlvarez served in leadership positions at BlueScope; this included leading BlueScope’s North American metal buildings business with manufacturing facilities in the United States and Mexico, and being responsible for BlueScope’s only North American electric arc furnace flat roll steel mill as President of Commercial Metals Company (CMC),North Star BlueScope Steel. Mr. Alvarez earned a Texas-based mini-mill steel company. He has more than 30 years of experience in the steel and metals recycling industries. Mr. Rinn is a graduate of the Executive Program of the Stanford University Graduate School of Business and of the Management Development Program at the University of Michigan’s Business School. He holds a Bachelor’sbachelor’s degree in Finance, Marketingindustrial engineering and Business Administrationan MBA from Texas Lutheran University.Tecnológico de Monterrey, México.

Chris A. Graham isJames S. Anderson has been our Senior Vice President, Manufacturing GroupSteel Fabrication since March 2016. Since 2013,2022. Previously, Mr. Anderson served as Vice President, Steel Fabrication and President of New Millennium Building Systems. In this role, Mr. Anderson is responsible for the company's steel fabrication operations.  Prior to that, Mr. Anderson served as the Chief Operating Officer of New Millennium Building Systems, and was the general manager of The Techs three flat roll galvanizing lines. Mr. Anderson earned a bachelor's degree in metallurgical engineering from Grove City College and an MBA from the University of Pittsburgh.

Christopher A. Graham was appointed our Senior Vice President, Flat Roll Steel Group in October 2023. Mr. Graham is responsible for the company’s entire flat rolled steel operations, including the company’s three flat roll steel mills and numerous flat roll processing, coating, and distribution operations. Before that, Mr. Graham served as aour Senior Vice President, ofLong Products Steel DynamicsGroup. In this role, Mr. Graham was responsible for the company’s four long product steel mills, along with a downstream finishing operation and the company’s copper rod manufacturing facility. Prior to that, Mr. Graham served as Senior Vice President, Downstream Manufacturing and President of New Millennium Building Systems, fabrication operations. Mr. Graham is responsible for the company'scompany’s steel fabrication and downstream manufacturing operations, and the company's other downstream manufacturing facilities. He will lead the company's strategic growth in the area of adding businesses that will utilize Steel Dynamics metal products as raw material in the manufacture of other products.operational and leadership roles. Mr. Graham was also a part of the team that constructed the company'scompany’s first steel mill in 1994.  He held various leadership positions within the company's steel group prior to moving into the fabrication operationsButler, Indiana, in 2007.  He was responsible for four operating fabrication plants from 2007 to 2010, at which point he also became the team leader responsible for overseeing the restructuring and integration of three acquired fabrication facilities, and in 2014 was made responsible for the integration of the Columbus Flat Roll Division.1994. Mr. Graham earned a bachelor's degree in business management from Western Governors University and an MBA from the University of Saint Francis. In addition, Mr. Graham completed the Harvard Advanced Management Program in 2017.

Table of Contents

Richard A. Poinsatte was appointed to Senior Vice President in October 2023 and as Treasurer is responsible for the areas of treasury, legal, business development, and risk. Mr. Poinsatte joined Steel Dynamics in 2000, as the Chief Financial Officer of one of the company’s joint venture businesses, which is now part of the steel fabrication platform. During his time with Steel Dynamics, he has held positions of increasing responsibility, including the operating position of General Manager of the company’s Florida steel fabrication plant. Since 2008, he has been responsible for the company’s treasury, risk,and legal applications. Mr. Poinsatte earned a bachelor’s degree in accounting from the University of Notre Dame, and he is a certified public accountant.

Glenn A. Pushishas been our Senior Vice President, Special Projects, since February 2019. Mr. Pushis is ourresponsible for the successful design and construction of the company’s new 650,000 metric ton state-of-the-art lower-carbon, recycled aluminum flat rolled products mill in Columbus, Mississippi with two satellite recycled aluminum slab centers in the Southwestern United States and Northcentral Mexico. From 2019 until 2022, Mr. Pushis was responsible for the successful design and construction of the Company’s new Southwest-Sinton Flat Roll Division developed to serve the Southwestern United States and Mexico. He has extensive experience in this capacity and has been instrumental in numerous construction projects for Steel Dynamics since its founding. Prior to that, Mr. Pushis served as Senior Vice President, Long Products Steel Group, since March 2016.  Since 2014, Mr. Pushis served as a Vice President overseeing the company's Butler Flat Roll Division and six flat roll coating facilities located in Indiana and Pennsylvania.  Mr. Pushis is responsible for the company'scompany’s four long product steel mills, which together have approximately 3.8 million tons of annual steelmaking capacity, producing specialized engineered bars, structural steel, railroad rail, merchant barsmills. Mr. Pushis has been with Steel Dynamics since 1994, holding various operational and other specialty steels, primarily servingleadership roles, including roles within the construction, transportationEngineered Bar Products Division and industrial sectors. Mr. Pushisthe Butler Flat Roll Division. He was also part of the team that constructed the company'scompany’s first steel mill in 1994.  He held various leadership positions within the company's steel group, including the positions of General Manager for the Engineered Bar Products Division from 2003 to 2007

and more recently, the Butler, Flat Roll Division from 2007 to 2014.Indiana, in 1994. Mr. Pushis earned a bachelor'sbachelor’s degree in mechanical engineering from Purdue University and his MBA from Indiana University.

​

Barry T. SchneiderHuman Capital / Valuing People

Table of Contents

Table of Contents

​

Our team-based culture and Roanoke Bar steel divisions.  Mr. Schneidercompetitive pay structure supported continued high retention. In 2023, our overall team retention was approximately 80%, with U.S.-based teams retention of 89%.

​

Our compensation framework helps ensure that we remain strong with best-in-class performance and retain top talent even in economic downturns. We all share in the company’s successes, as well as the challenges.

​

Talent Development and Educational Opportunities

Our people represent the foundation of our six strategic pillars. Their continued education and talent development are paramount to our success. Our educational assistance and development programs encourage personal growth so individuals can remain current in their areas of responsibility, as well as develop new skills for advancement. Senior leadership plays a key role in our development programs, linking our culture to critical, proven leadership concepts. As we continue to grow, building talent, retaining team members with relevant industry and technical experience, and creating opportunities within our teams is responsibleone of our most important tasks and is critical to our long-term success.

Workplace Philosophy

Our people are the foundation of our success and are our most important resource. Our culture safeguards all people and requires each person to be treated fairly and with dignity. We have equal employment opportunity, no tolerance for harassment of any kind, respect for human rights, inclusion, and diversity – all of which focus on our expectations of treating every person with the company's two flat roll steel millsutmost respect. Our leadership receives recurring training on these critical topics.

​

We provide equal employment opportunities to all individuals and eleven flat roll coating lines,applicants. This philosophy of fairness extends to work assignments, opportunities for advancement, compensation, training opportunities, and all other aspects of employment. All job-related considerations are based on merit and ability, without regard to race, color, religion, creed, sex, sexual orientation, gender identity or expression, national origin, genetics, age, marital or veteran status, pregnancy, the presence of handicaps or disabilities, or any other basis protected by law. We provide accommodations as required by applicable laws, including for disabilities and religious beliefs.

​

We respect human rights, which includes providing safe work environments for our people, providing fair compensation based on job responsibilities and performance, and ensuring all team members meet minimum age requirements and eligible working status to qualify for employment.

​

We do not tolerate harassment or disrespect of an individual or group for any reason. Harassment of a team member is prohibited, both in the workplace and off the premises. We forbid harassment by any personnel of a customer, vendor, or any other person. Likewise, we prohibit harassment of our teams in any way related to their interactions with customers, vendors, or any other person related to their work responsibilities.

Table of Contents

​

We recognize the value of having a business that reflects diversity of backgrounds and experiences. We work together have approximately 7.2 million tons of annual capacity, producing hot roll, cold rollas a unified team and coated steel products, includingrespect each other as individuals. Our team-based compensation structure reinforces this philosophy. We strive to create a wide variety of specialty products, such as light gauge hot roll, galvanizedwelcoming, open, and painted products. Mr. Schneider was also partinclusive environment, ensuring the best ideas are heard and valued regardless of the team that constructedposition or the company's first steel mill in 1994, serving in several engineeringindividual. We believe these ideals will continue to drive our success. Our teams and operational roles incolleagues represent the melt shop during the company's first five years of operations. He was the managerdiversity of the Butler Flat Roll Division's hot strip millcommunities where we live and laterwork and our team member population is representative of our industry and communities.

​

Segments

In the cold rolling and coating facilities from 2000 to 2007. Mr. Schneider then heldfourth quarter 2023, we changed our reportable segments, consistent with how we currently manage the position of General Manager for the Engineered Bar Products Division from 2007 to 2014. Mr. Schneider earned a bachelor's degreebusiness, which include steel operations (including warehousing operations previously included in mechanical engineering and a master of science in engineering management from Rose-Hulman Institute of Technology.

Industry Segments

We have three reporting segments: steel operations,“Other”), metals recycling operations, and steel fabrication operations, and our new aluminum operations. Segment information provided within this Form 10-K has been recast for all prior periods presented, consistent with the current reportable segment presentation. Refer to Notes 1 and 13 in the notes to consolidated financial statements in Part II, Item 8 of this Form 10-K for additional segment information.

​

Table of Contents

​

Steel operations consist of our six electric arc furnaceEAF steel mills, producing steel from ferrous scrap and scrap substitutes, utilizing continuous casting, automated rolling mills and several downstreamnumerous steel coating, and bar processing lines and IDI, our liquid pig iron production facility, that supplies solely the Butler Flat Roll Division.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. Our steel operations accounted for 67%, 65% and 72% of our consolidated net sales during 20172023, 2022 and 2016, and 69% in 2015.2021, respectively. We are predominantly a domestic steel company with onlygrowing sales in Mexico. Exported sales represented 8%, 5%, 4%, and 5%4% of our revenues generated from exportedsteel segment net sales during 2017, 2016,2023, 2022 and 2015,2021, respectively.

Our steel operations consist primarily of steelmaking and numerous coating operations. In 2023, we had approximately 9.4 million tons of flat roll steel annual production capacity. We have an additional 2.0 million tons of flat roll steel processing capacity through The following chart summarizes the locationsTechs and the current estimated production capacitiesour Heartland Flat Roll Division, as well as distribution of metallic coated and pre-painted products through United Steel Supply (USS). We have annual flat roll galvanizing capability of 4.8 million tons and painting capability of 1.5 million tons. We also have approximately 4.6 million tons of long product steel capacity at our facilities:    long products divisions.

Note: Steelmaking capacitiesCapacities represent manufacturing capabilities based on steel mill configuration and related employeeteam member support. These capacities do not represent expected volumes in a given year. In addition, estimates of steel mill capacity are highly dependent on the specific product mix manufactured. Each of our steel mills can and do roll many different types and sizes of products; therefore, our capacity estimates assume a typical product mix.

 *  The Techs galvanizing capacity is included in “Steelmaking Capacity” to represent the capability to utilize sheet steel substrate to  produce galvanized sheet steel at their facilities.

**  Vulcan Threaded Products bar finishing capacity is included in “Steelmaking Capacity’ to represent the capability to utilize steel long-product substrate to produce threaded rod, and cold draw and heat treat bar products at their facility.

Table of Contents

The following chart summarizes our steel operations primary products and the estimated percentage of sales tons sold by end market:

Table of Contents

Table of Contents

Table of Contents

Steel of West Virginia produces a wide array of specialty shapes and specialtylight structural steel sections, and frequently performs fabrication and finishing operations on itsthose products, such as cutting to length, additional straightening, hole punching, shot blasting, welding, coating,galvanizing, and new in 2017 galvanizing.coating. Through this array of products and additional finishing, we create custom finished products that are generally placed directly into our customers’ assembly operations.

We producedshipped the following long steel products volumes at each of these facilities (tons):

​

Customers. The principal customers for our structural steel products are steel service centers, steel fabricators and various manufacturers. Service centers though notprovide key distribution channels for the ultimate end-user, provide valuable mill distribution functionsmills and value-add services to the end-user. A growing number of fabricators and manufacturers, including small quantity sales, repackaging, cutting, preliminary processing and warehousing.end-users request to source some of their steel products directly from the mill. The steel rail marketplace in the United States, Canada and Mexico is specialized and defined, with seveneight Class I railroads and a large distribution network.

SBQ products are principally consumed by cold finishers, forgers, intermediate processors, OEM manufacturers, steel service centers, and distributors, as well as pull throughpull-through volume to Vulcan. Our MBQ products are sold primarily to steel service centers, as well as reinforcing steel bar distributors, joist producers (such as our New Millennium Building Systems), and OEMs. Some of the excess steel billet production at the Roanoke Bar Division is sold to mills without sufficient melting capacities, including our Steel of West Virginia facility. Our steel fabrication operations also purchase angles from Roanoke Bar Division. Steel of West Virginia’s customers are primarily OEMs producing solar panel structures, truck trailers, industrial lift trucks, merchant products, guardrail posts, manufactured housing, mining, and off-highway construction equipment. Steel of West Virginia’s flexible manufacturing capabilities enable us to meet demand for a variety of custom-ordered and designed products. Many of these products are produced in small quantities for low volume end-uses resulting in a wide variety of customers, the largest of which are in the truck trailer and industrial lift truck industries.

Steel Competition.Operations Segment Competition

The markets in which we conduct business are highly competitive with an abundance of competition in the carbon steel industry from North American and foreign integrated and mini-mill steelmaking and processing operations. We compete in numerous industry sections, most significantly tied to the construction, automotive, and other manufacturing sectors. In many applications within these industry sections, steel competes with other materials, such as aluminum, cement, composites, plastics, carbon fiber, glass and wood. Some of our products are commodities, subject to their own cyclical fluctuations in supply and demand. However, we are focused on providing a broaderbroad range of diversified value-added products that de-emphasize commodity steel. The primary competitive influences on products we sell are price, quality and value-added services.

Global steelmaking capacity exceeds global consumption​

Table of steel products.  Such excess capacity sometimes results in steel manufacturers in certain countries exporting steel at prices that are lower than prevailing domestic prices, and sometimes at or below their cost to produce.  Excessive imports of steel in the United States, such as in 2017 and more so in 2015, intensifies price competition on the domestic steel industry which negatively affects our ability to increase our selling prices, and realize higher margins and profitability. Contents

Compliance with environmental laws and regulations, which affect our EAF steelmaking, metals recycling, ironmaking,liquid pig-iron, and copper and aluminum production operations, is a significant factor in our business. We are required to obtain and comply with environmental permits and licenses, and failure to obtain or renew or the violation of any permit or license couldmay result in substantial fines and penalties, capital expenditures, operational changes, suspension of operations and/or the closure of a subject facility. Similarly, delays, increased costs and/or the imposition of onerous conditions to the securing or renewal of permits could have a material adverse effect onmay adversely affect these operations.

Private parties might also bring claims against us under citizen suit provisions and/or for property damage or personal injury allegedly resulting from our operations. Moreover, legal requirements change frequently, are subject to interpretation and have tended to become more stringent over time. Uncertainty regarding adequate pollution control levels, testing and sampling procedures, and new pollution control technology are factors that may increase our future compliance expenditures. We are unable to predict the ultimate cost of future compliance with environmental requirements or their effect on our operations. Although we work hardstrive to be in substantial compliance with all applicable laws and regulations, legal requirements frequently change and are subject to interpretation.interpretation such that regulatory agencies may bring enforcement actions for alleged noncompliance. Private parties might also bring claims against us under citizen suit provisions and/or for property damage or personal injury allegedly resulting from our operations. New laws, regulations and changing interpretations by regulatory authorities, together with uncertainty regarding the application of existing requirements, are among the factors that may increase our future expenditures to comply with environmental requirements. The cost of complying with existing laws or regulations as currently interpreted or reinterpreted in the future, or with future laws or regulations, may have a material adverse effect onadversely affect our results of operations and financial condition.

Our manufacturing and metals recycling operations produce significant amounts of by-products, some of which are handled as solid or hazardous waste.waste or as hazardous secondary materials. For example, our steel mills generate electric arc furnace (EAF)EAF dust, which the United States Environmental Protection Agency (United States EPA) and other regulatory authorities classify as hazardous waste and regulate accordingly unless recycled in an exempt manner.

In addition, the primary feed materials for the shredders operated by our metals recycling operations include automobile bodies and obsolete household appliances.bodies. A portion of the feed materials consist of currently unrecyclable material known as shredder residue. If laws or regulations or the interpretation of the laws or regulations or testing methods change with regard to EAF dust or shredder residue or other by-products created by our operations, we may incur significant additional expenditures.

Federal and state environmental laws enable the United States EPA,federal and state agencies and certain private parties to recover from owners, operators, generators and transporters the cost of investigation and cleanup of sites at which wastes or hazardous substances were disposed.disposed and/or migrated. In connection with these laws, we may be required to clean up contamination discovered at our sites including contamination that may have been caused by former owners or operators of the sites, to conduct additional cleanup at sites that have already had some cleanup performed, to address emerging and newly-regulated contaminants such as per- and polyfluoroalkyl substances (PFAS) and 1,4-dioxane, and/or to perform cleanup with regard to sites formerly used in connection with our operations.

In addition, we may be required to pay for, or to pay a portion of, the costs of cleanup at sites to which we sent materials for disposal or recycling, notwithstanding that the original disposal or recycling activity may have complied with all regulatory requirements then in effect. Under certain laws, a party can be held jointly and severally liable for all of the cleanup costs associated with a disposal site. In practice, a liable party often splits the costs of cleanup with other potentially responsible parties. We have received notices from the United States EPA, state agencies and third parties that we have been identified as potentially responsible for the costcosts of investigating and cleaning up a number of disposal sites. In most cases, many other parties are also named as potentially responsible parties.parties and also contribute to payment of those costs.

Table of Contents

Because cleanup liability can in some cases be imposed retroactively on activities that occurred many years ago, and because the United States EPAfederal and state agencies are still discovering sites that pose a threat to public health or the environment, we can provide no assurance that we will not become liable for significant costs associated with investigation and remediation of cleanup sites.

Increased regulation associated with climate changeOperational and greenhouse gas (GHG) emissions could impose significant costs on both our steelmaking and metals recycling operations.

The United States government or various governmental agencies may introduce regulatory changes in response to the potential impacts of climate change. International treaties or agreements may also result in increasing regulation of GHG emissions, including the introduction of carbon emissions limitations or trading mechanisms. Any such regulation regarding climate change and greenhouse gas, or GHG emissions, could impose significant costs on our operations and on the operations of our customers and suppliers, including increased energy, capital equipment, emissions controls, environmental monitoring and reporting and other costs in order to comply with current or future laws or regulations concerning and limitations imposed on our operations by virtue of climate change and GHG emissions laws and regulations. Any adopted future climate change and GHG regulations could negatively impact our ability, and that of our customers and suppliers, to compete with companies situated in areas not subject to or not complying with such limitations.

From a medium and long-term perspective, we are likely to see an increase in costs relating to our assets that emit significant amounts of greenhouse gases as a result of these regulatory initiatives. These regulatory initiatives may impact our operations directly or through our suppliers or customers. Until the timing, scope and extent of any future regulation becomes known, we cannot predict the effect on our financial condition, operating performance and ability to compete.

Commercial Risks Related to theour Business

Our senior secured 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 secured 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. Specifically, these agreements may limit or restrict our ability to:

A breach of any of the restrictions or covenants could cause a default under our senior secured credit facility, our senior notes, or our other debt. A significant portion of our indebtedness then may become immediately due and payable if the default is not remedied.

Under our senior secured credit facility, we are required to maintain certain financial covenants tied to our leverage and profitability. 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. If we are unable to repay those amounts, the lenders could proceed against the collateral granted to them to secure such indebtedness. We have pledged substantially all of our receivables and inventories and all shares of capital stock or other equity interests of our subsidiaries and intercompany debt held by us as collateral for our senior secured credit facility.

We may face significant price and other forms of competition from other steel and aluminum producers, scrap processors and alternative materials, which could have a material adverse effect onmay adversely affect our business, financial condition, results of operation or prospects.operations and cash flows.

The global markets in which steel companies and scrap processors conduct business are highly competitive and became even more so due to consolidations in the steel and scrap industries. Additionally, in many applications, steel competes with other materials, such as aluminum, cement, composites, plastics, carbon fiber, glass and wood. Increased use of alternative materials for any reason, including as a response to regulations or customer demands, could decrease demand for steel or force other steel producers into new products or markets that compete more directly with us, and combined with increased competition could cause us to lose market share, increase expenditures or reduce pricing, any one of which could have a material adverse effect onmay adversely affect our business, financial condition, results of operations or prospects. The global steeland cash flows. 

Additionally, during 2022 we announced our planned project to construct and operate a 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, with two supporting satellite recycling aluminum slab centers.  Although we anticipate being able to effectively compete in the aluminum industry, suffers from overcapacity,along with the other risks described herein, we may face unexpected and that excess capacity intensifies priceenhanced competition, for somewhich may adversely affect the expected contributions of our products. A decrease in the global demand for steel scrap, due to market or other conditions, generally causes a decrease in the price of scrap metals. A decrease in price could result in some scrap generators exiting the marketplace which could further decrease the availability of scrap. This shortage in availability of scrap could have a material adverse effect on both our steelmakingaluminum operations and our metals recycling operations and thus on ourresulting business, financial condition, results of operations or prospects.and cash flows.

We are subject to significant risks relating to changes in commodity prices and may not be able to effectively protect against these risks.

We are exposed to commodity price risk during periods where we hold scrap metal inventory for processing or resale. Prices of commodities, including scrap, can be volatile due to numerous factors beyond our control. In an increasing price environment for raw materials, competitive conditions may limit our ability to pass on price increases to our consumers. In a decreasing price environment for processed scrap, we may not have the ability to fully recoup the cost of raw materials that we procure, process, and sell to our customers. In addition, new entrants into the market areas we serve could result in higher purchase prices for raw materials and lower margins from our scrap. While we typically hedge certain commodities in which the futures market is well developed, we have not hedged positions in certain commodities where futures markets are not well established. Thus, our sales and inventory position will be vulnerable to adverse changes in commodity prices, which could materially adversely impact our operating and financial performance.

Availability of an adequate source of supply of scrap is required for our metals recycling operations.

We procure our scrap inventory from numerous sources. These suppliers generally are not bound by long-term contracts and generally have no obligation to sell recyclable metal to us. In periods of low industry scrap prices, scrap suppliers may elect to hold recyclable metal to wait for higher prices or intentionally slow their metal collection activities. If a substantial number of scrap suppliers cease selling recyclable metal to us, we willmay be unable to recycle metal at desired levels andwhich may adversely affect our results of operations and financial condition could be materially adversely affected.condition. In addition, a slowdown of industrial production in the United States reduces the supply of industrial grades of metal to the metalmetals recycling industry, resulting in our having less recyclable metal available to process and market.sell. Further, additional EAF steel mill construction or blast furnace mills investing in EAF mills could increase the demand for scrap, potentially resulting in higher scrap prices or periods of decreased scrap supply. Any inability to secure scrap for our EAF steel mills could adversely affect our business, results of operations, financial condition and cash flows.

We are subject to cybersecurity threats and may face risks to the security of our sensitive data and information technology.technology which may adversely affect our business, results of operations, financial condition and cash flows.

Increased global cybersecurity and information technology security requirements, vulnerabilities and threats and a rise in sophisticated and targeted cybercrime, all of which may be heightened during times of war or hostilities, pose a risk to the security and functionality of our systems ourand information networks, and to the confidentiality, availability and integrity of sensitive data, including intellectual property, proprietary information, financial information, customer supplier and business partnersupplier information, and personally identifiable information, any of which could have materially adverse economic consequences.information. Additionally, such cybersecurity vulnerabilities or attacks could result in an interruption of the functionality of our automated and electronically controlled manufacturing operating systems, which, if compromised, could cease, threaten, delay or slow down our ability to melt, roll or otherwise process steel or any of our other products for the duration of such interruption,interruption. Our customers and suppliers may also store certain of our sensitive information on their information technology systems, which if breached or attacked, could have materially adverse economic consequences.likewise expose our sensitive information. Similarly, information system vendors and software suppliers may experience a cybersecurity or information technology breach that exposes our systems or sensitive data. Any of these cybersecurity

Table of Contents

and information technology breaches or disruptions may result in reputational harm and may adversely affect our business, results of operations, financial condition and cash flows.

Although we believe we have adopted procedures, training programs, and controls to adequately protect our sensitive data, networks and information and operating technology and systems, there can be no assurance that a system or network failure, or cybersecurity breach or attack, will be prevented, whether due to attacks by cyber criminals or due to employee, contractor or other error or malfeasance. This could lead to system interruption, production delays or downtimes and operational disruptions, and the disclosure, modification or destruction of sensitive data, which could have an adverse effect onmay adversely affect our reputation, customer supplier and business partnersupplier relationships, financial results and results of operations, and could result in litigation or regulatory investigations, actions, fines or actions.penalties, as well as increased cybersecurity monitoring and protection costs, including the cost or availability of insurance. Additionally, as cybersecurity threats continue to evolve and become more sophisticated, we may need to invest additional time, resources and finances to protect the security of our sensitive data, systems and information networks. We maintain an information security risk insurance policy to mitigate the impact of cybersecurity threats.

We may face risks associated with the implementation of our growth strategy.

Our growth strategy subjects us to various risks. As part of our growth strategy, we may expand existing facilities, enter into new productbusiness 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, will likelyincluding 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: