Steel Dynamics (STLD) 10-K risk factor changes: FY2022 vs FY2021

We are subject to various risks resulting from changing economic, environmental, [added: regulatory,] political, industry, business and financial conditions.

Global or domestic actions or conditions, including political actions, trade policies or restrictions, such as the United States-Mexico-Canada Agreement (USMCA), proposed or actual changes in tax laws, such as those [removed: recently] introduced, [added: proposed or actual regulation, such as those related to the environment, increasing interest rates,] terrorism, acts of war or hostility, natural disasters, or pandemics, epidemics, widespread illness or other health issues, such as [removed: COVID-19,] [added: COVID-19 or its variants,] could result in changing economic conditions in the United States and globally, disruptions to or slowdowns in our business, our supply chain, or our global or domestic industry, or those of our customers or suppliers upon whom we are dependent.

Our business is also dependent upon certain industries, such as construction, automotive, manufacturing, transportation, heavy and agriculture equipment, and pipe and tube (including OCTG) markets, and these industries are also cyclical in nature and have recently experienced supply chain [removed: disruptions, such as the electronic chip shortage within the automotive industry.][added: disruptions.]

Therefore, these industries may experience their own fluctuations in demand for our products based on such things as economic conditions, [added: interest rates,] supply chain disruptions, raw material and energy costs, consumer demand, the rate of inflation and infrastructure funding decisions by governments.

A prospective decline in consumer and business confidence and spending, which is often coupled with reductions in the availability of credit or increased cost of [removed: credit,] [added: credit and interest rates,] as well as volatility in the capital and credit markets, may adversely affect the business and economic environment in which we operate and the profitability of our business.

We are also exposed to risks associated with the creditworthiness of our customers and [removed: suppliers.][added: suppliers, which during times of increased interest rates can be intensified.]

While [removed: tariffs pursuant to Section 232 of the Trade Expansion Act of 1962, as amended (Section 232), other] measures to curb unfair trade such as [added: tariffs,] duties or quotas, and the renegotiation of trade agreements with other countries, including the USMCA, have decreased the volume of steel and steel products imports, domestic steel and steel products prices remain negatively impacted by excessive imports of steel and steel products.

Should [removed: the Section 232] [added: current] tariffs, duties or quotas expire or be relaxed, repealed or circumvented by importers of steel and steel products, or should trade agreements be renegotiated, downward pressure may be exerted on United States steel and steel products prices, which may adversely affect our business, results of operations, financial condition and cash flows.

Pandemics, epidemics, widespread illness or other health issues, such as [removed: the] COVID-19 [removed: pandemic] [added: or its variants,] may adversely affect our business, results of operations, financial condition, cash flows, liquidity, and stock price.

Pandemics, epidemics, widespread illness or other health issues, such as a resurgence of [removed: COVID-19,] [added: COVID-19 or its variants,] may adversely affect our business, results of operations, financial condition, cash flows, liquidity and stock price.

We or certain of our customers and suppliers [added: have and] may [removed: also] [added: continue to] experience supply chain disruptions, [removed: such as those in the automotive industry,] which may adversely affect our operations.

Economic difficulties, stagnant or slow global economies, supply/demand imbalances, supply chain disruptions, periods of heightened [removed: inflation,] [added: inflation or increased 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.

Volatility and major fluctuations in prices and availability of scrap metal, scrap substitutes, [added: and] supplies, and our potential inability to pass higher costs on to our customers, may constrain operating levels and reduce profit margins.

Steel producers require large amounts of raw materials, including [added: ferrous] scrap metal and scrap substitute products such as pig iron, pelletized iron and other supplies such as zinc, graphite electrodes and ferroalloys.

[removed: Our] [added: The] principal raw material [added: of our EAF steel operations] is [added: recycled ferrous] scrap [removed: metal] derived [removed: primarily from] [added: from, among other sources, “home scrap”, generated internally at steel mills themselves,] industrial [removed: scrap and] [added: scrap, generated as a by-product of manufacturing, obsolete scrap, recycled from] end-of-life automobiles, [removed: appliances] [added: appliances,] and machinery, and demolition [removed: scrap] [added: scrap, recycled] from obsolete structures, [removed: containers,] [added: containers] and [removed: machinery.][added: machines.]

Moreover, some of our integrated steel producer competitors are not as dependent as we are on [added: 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, leading to increased demand in [added: ferrous] scrap possibly resulting in higher scrap prices.

Additionally, our inability to pass on all or any 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 [removed: materials] [added: materials, supplies] or [removed: supplies,] [added: 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.

[removed: Steel producers like us] [added: We] consume large amounts of energy to melt [removed: ferrous scrap in EAFs and] [added: scrap,] reheat [removed: steel] [added: semi-finished products] for rolling into finished [removed: products.][added: products and perform other steps necessary to our production process.]

We rely on third parties for the supply of energy resources we [removed: consume] [added: require] in our [removed: steelmaking] [added: production] activities.

As [added: 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 [removed: outages] [added: outages, power unavailability] or [added: inability to obtain] power [removed: unavailability.][added: with sufficient desired environmental attributes.]

Prolonged blackouts or [removed: brownouts] [added: 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 [removed: steel] 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.

Increased environmental, GHG emissions and sustainability considerations [added: from our customers] or [added: related] regulations could affect demand for our products and add significant [removed: costs on both our steelmaking and metals recycling operations.][added: costs.]

[removed: Investors, customers] [added: Customers, investors] and regulators have increased their focus on the environment, GHG emissions and sustainability.

We believe that achievement of these goals will comport with expectations of our [removed: investors] [added: customers] and [removed: customers,] [added: investors,] but certain [removed: investors and] customers [added: and investors] may have differing requirements.

To achieve these goals, our operational costs may increase and we [removed: may] have [added: had and will continue to have] additional capital expenditures, some of which we may not be able to pass along to our customers.

Any failure to timely meet these [removed: goals] [added: goals, or other requirements of customers or investors,] may have an adverse effect on our business, results of operations and stock price.

Additionally, [removed: the United States government, various other] governmental agencies, regulators, investors or other groups may introduce, request or require environmental monitoring, disclosures or regulations in response to the potential impacts of climate change.

Compliance with environmental laws and regulations, which affect our [added: EAF] steelmaking, metals recycling, liquid pig-iron, and copper and aluminum production operations, is a significant factor in our business.

A portion of the feed materials consist of [added: currently] unrecyclable material known as shredder residue.

Federal and state environmental laws enable [removed: the United States EPA,] [added: 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 [removed: disposed.][added: disposed and/or migrated.]

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

We may face significant price and other forms of competition from other steel [added: and aluminum] producers, scrap processors and alternative materials, which may adversely affect our business, financial condition, results of operations and cash flows.

Although we believe we have adopted [removed: procedures] [added: 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 may adversely affect our reputation, customer and supplier relationships, financial results and results of operations, and could result in litigation or regulatory investigations, actions, fines or penalties, as well as increased cybersecurity monitoring and protection costs, including the cost [added: or availability] of insurance.

We [removed: maintain an] [added: did not experience any material] information security [removed: risk insurance policy to mitigate the impact of cybersecurity threats] [added: breaches or third-party information security breaches during 2022, 2021, or 2020] and we did not incur any net expenses from information security breach penalties and settlements during [added: 2022,] 2021, [removed: 2020,] or [removed: 2019.][added: 2020.]

As part of our growth strategy, we may expand existing facilities, enter into new [removed: product] [added: 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.

[removed: | |] ● [removed: |] the risk of entering [added: business lines or] product, domestic, or foreign markets, in which we have little [removed: experience; |][added: experience, including the aluminum industry;]

The factors described below are some of the risks that could materially negatively impact us.

Government actions globally, including United States federal and state governmental actions, related to COVID-19 and its variants have impacted and may further impact demand for our products, our supply chain, and our employees.

The response to COVID-19 has adversely affected and may continue to adversely affect us and the economy generally, as a result of, among other things, labor shortages, supply chain disruptions, inflation and rising interest rates.

We are committed to the environment and sustainability.

In 2021, we announced that we are taking further action to reduce our environmental footprint through our 2025, 2030, and 2050 goals for GHG emission reduction and increased renewable energy usage.

Additionally, during 2022 we announced our planned project to construct and operate a recycled aluminum flat roll 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, along with the other risks described herein, we may face unexpected and enhanced competition, which may adversely affect the expected contributions of our aluminum operations and our resulting business, financial condition, results of operations and cash flows.

We maintain an information security risk insurance policy to mitigate the impact of cybersecurity threats.

These expansions and transactions, including our announced planned recycled aluminum flat roll 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 new product development, technology development or customer acquisition and penetration being more costly or difficult than expected;

As our Sinton Flat Roll Division ramps up, we have faced and could continue to face start-up inefficiencies.

Supply chain disruptions and labor shortages have and may continue to exacerbate the effects of equipment failures.

The factors, as may be exacerbated by the impact of the COVID-19 pandemic, described below represent our principal risks.

​

The COVID-19 pandemic has resulted in various government actions globally, including United States federal and state governmental actions designed to slow the spread of the virus and its impacts.

These actions have included quarantines, “shelter in place,” “stay at home” and “social distancing” orders, business shutdowns and restrictions, travel restrictions, and other mitigation efforts, which, among other things, have impacted and may further impact demand for our products, our supply chain, and our employees.

These measures, along with further mandatory requirements or voluntary measures by businesses and individuals, have impacted and may further impact our working conditions, productivity and operations, as well as those of our customers and suppliers.

These mitigation measures have also adversely affected and may continue to adversely affect the United States and global economies.

The COVID-19 pandemic has also caused volatility in the financial and capital markets and led to new and expanded governmental programs and initiatives, which affected and may further affect our stock price.

There remains uncertainty regarding the economic and industry impacts, including duration, from the COVID-19 pandemic and the measures introduced to curtail its spread and its impacts.

In the event vaccinations for COVID-19 have unanticipated side-effects, are not widely administered, have more limited than expected benefits or are not as effective against new variants, the effects of COVID-19 on the economy and our business could worsen.

Although these highly uncertain future impacts cannot be reasonably estimated at this time, general economic conditions, business closures, slow payments from customers, increased bankruptcies, and labor restrictions may adversely affect our business, results of operations, financial condition, cash flows, liquidity and stock price.

We are committed to the environment and sustainability, and recently announced goals in furtherance of that commitment.

| --- | --- | --- |

These expansions and transactions may involve some or all of the following risks:

As operations commence at our new Southwest-Sinton Flat Roll Division in Sinton, Texas, we could face additional risks related to human capital attraction, development and retention, as well as start-up inefficiencies.

This report contains some predictive statements about future events, including statements related to conditions in domestic or global economies, conditions in [removed: steel] [added: 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.

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, such as [removed: the] COVID-19 [removed: pandemic;] [added: or its variants;] (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 [removed: substitutes,] [added: substitutes] and [added: supplies, and] our potential inability to pass higher costs on to our customers; (6) cost and availability of electricity, natural gas, oil, or other energy resources are subject to volatile market conditions; (7) increased environmental, greenhouse gas emissions and sustainability considerations or regulations; (8) compliance with and changes in environmental and remediation requirements; (9) significant price and other forms of competition from other steel [added: 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) litigation and legal compliance; (14) unexpected equipment downtime or shutdowns; (15) governmental agencies may refuse to grant or renew some of our licenses and permits; (16) our senior unsecured credit facility contains, and any future financing agreements may contain, restrictive covenants that may limit our flexibility; and (17) the impacts of impairment charges.

Selling, general and administrative expenses consist of all costs associated with our sales, finance and accounting, and administrative [removed: departments.][added: departments, including, among other items, labor and related benefits, and professional services.]

[removed: Company-wide] [added: Companywide] profit sharing and amortization of intangible assets are each separately presented in the statement of income.

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 [removed: projects.][added: projects]

Other income consists of interest income earned on our temporary cash deposits and short-term investments; any other non-operating income activity, including income from [removed: non-consolidated] investments [added: in unconsolidated affiliates] accounted for under the equity method.

During [removed: 2021,] [added: 2022,] domestic steel demand [removed: was] [added: continued to be] strong throughout the year, supported most significantly by the construction, automotive, [added: industrial,] and [removed: industrial] [added: energy] sectors.

The symbiotic relationship among our three operating segments resulted in record [removed: company-wide] [added: companywide] financial and operational performance during [removed: 2021.][added: 2022.]

We achieved record [removed: 2021] [added: 2022] operational and financial results.

| | ● | Record steel and steel fabrication shipments of [removed: 11.2] [added: 12.2] million and [removed: 789,000] [added: 856,000] tons, respectively |

| | ● | Record net sales of [removed: $18.4] [added: $22.3] billion |

| | ● | Record operating income of [removed: $4.3] [added: $5.1] billion and net income of [removed: $3.2] [added: $3.9] billion |

| | ● | Record [removed: steel,] steel [removed: fabrication, and metals recycling] [added: fabrication] operating income of [removed: $4.4 billion, $365.3 million and $182.0 million, respectively] [added: $2.4 billion] |

| | ● | Record cash flow from operations of [removed: $2.2] [added: $4.5] billion |

| | ● | Share repurchases of [removed: $1.1] [added: $1.8] billion of our common stock, representing [removed: 8%] [added: 12%] of our outstanding shares |

Consolidated operating income for [removed: 2021] [added: 2022] increased [removed: $3.5 billion, more than four times,] [added: $790.7 million, or 18%,] to [removed: $4.3] [added: $5.1] billion, compared to [removed: $847.1 million] [added: $4.3 billion] in [removed: 2020.][added: 2021.]

Diluted earnings per share attributable to Steel Dynamics, Inc. was [removed: $15.56] [added: $20.92] for [removed: 2021,] [added: 2022,] compared to [removed: $2.59] [added: $15.56] for [removed: 2020.][added: 2021.]

_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, [removed: 2020,] [added: 2021,] for additional information regarding results of operations for the year ended December 31, [removed: 2020,] [added: 2021,] as compared to the year ended December 31, [removed: 2019,] [added: 2020,] and segment operating results for [removed: 2020] [added: 2021] as compared to [removed: 2019.][added: 2020.]

| ​ | [added: ​ |] Years Ended December 31, | | | | | | | ​ |

| ​ | [removed: 2021] [added: ​] | [added: 2022] | [added: |] ​ | % Change | ​ | [removed: 2020] [added: 2021] | | ​ |

| [added: ​ |] Net sales | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| [added: ​ |] Steel Operations | $ | [removed: 14,023,133] [added: 15,100,917] | ​ | [removed: 88%] [added: 8%] | ​ | $ | [removed: 7,455,637] [added: 14,023,133] | ​ |

| [added: ​ |] Metals Recycling Operations | ​ | [removed: 4,590,121] [added: 4,395,636] | ​ | [removed: 91%] [added: (4)%] | ​ | ​ | [removed: 2,403,140] [added: 4,590,121] | ​ |

| [added: ​ |] Steel Fabrication Operations | ​ | [removed: 1,764,710] [added: 4,257,207] | ​ | [removed: 95%] [added: 141%] | ​ | ​ | [removed: 906,364] [added: 1,764,710] | ​ |

| [added: ​ |] Intra-company | ​ | [removed: (3,236,085)] [added: (2,781,970)] | ​ | ​ | ​ | ​ | [removed: (1,664,846)] [added: (3,236,085)] | ​ |

| [added: ​ |] Operating income (loss) | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| [added: ​ |] Steel Operations | $ | [removed: 4,360,488] [added: 3,095,348] | ​ | [removed: 390%] [added: (29)%] | ​ | $ | [removed: 889,480] [added: 4,360,488] | ​ |

| [added: ​ |] Metals Recycling Operations | ​ | [removed: 181,986] [added: 117,266] | ​ | [removed: 452%] [added: (36)%] | ​ | ​ | [removed: 32,991] [added: 181,986] | ​ |

| [added: ​ |] Steel Fabrication Operations | ​ | [removed: 365,250] [added: 2,424,655] | ​ | [removed: 203%] [added: 564%] | ​ | ​ | [removed: 120,575] [added: 365,250] | ​ |

| [added: ​ |] Intra-company | ​ | [removed: (54,894)] [added: 54,381] | ​ | ​ | ​ | ​ | [removed: (7,379)] [added: (54,894)] | ​ |

Steel operations consist of our electric arc furnace steel mills, producing steel from ferrous scrap and scrap substitutes, utilizing continuous casting, automated rolling mills, [removed: and] numerous value-added downstream steel coating and processing [added: operations, and distribution] operations.

Steel operations accounted for [removed: 72%] [added: 65%] and [removed: 74%] [added: 72%] of our consolidated net sales during [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] respectively.

| ​ | [added: ​ |] Years Ended December 31, | | | | | ​ |

| ​ | [removed: 2021] [added: ​] | [added: 2022 |] ​ | % Change | ​ | [removed: 2020] [added: 2021] | ​ |

| [added: ​ |] Total shipments | [removed: 11,217,640] [added: 12,158,168] | ​ | [removed: 5%] [added: 8%] | ​ | [removed: 10,718,333] [added: 11,217,640] | ​ |

| [added: ​ |] Intra-segment shipments | [removed: (1,106,525)] [added: (1,353,824)] | ​ | ​ | ​ | [removed: (1,001,396)] [added: (1,106,525)] | ​ |

| [added: ​ |] Steel Operations Segment shipments | [removed: 10,111,115] [added: 10,804,344] | ​ | [removed: 4%] [added: 7%] | ​ | [removed: 9,716,937] [added: 10,111,115] | ​ |

| [added: ​ |] External shipments | [removed: 9,559,617] [added: 10,410,469] | ​ | [removed: 3%] [added: 9%] | ​ | [removed: 9,257,334] [added: 9,559,617] | ​ |

[removed: Description automatically generated](https://www.sec.gov/Archives/edgar/data/1022671/000155837022002377/stld-20211231x10k009.jpg)][added: ]

Segment Results [removed: 2021] [added: 2022] vs. [removed: 2020][added: 2021]

2022 Overview

Customer steel inventories remained below historical averages for most of the year, allowing for steady order patterns.

This strong market environment allowed annual average steel selling prices to remain at historically high levels, with steady steel operations segment metal spreads compared to 2021, partially offset by additional costs of $439 million during start-up at Sinton.

Our metals recycling operations experienced a challenging pricing environment in 2022, with ferrous scrap prices generally falling throughout the year.

Metal spread compression, coupled with lower volumes, resulted in significantly lower operating income.

Our steel fabrication operations segment achieved significantly higher record operating income and record shipments during 2022, on continued strong non-residential construction demand, record average selling prices and stable average steel product pricing.

Net income attributable to Steel Dynamics, Inc. for 2022 increased $648.6 million, or 20%, to $3.9 billion, compared to 2021.

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| ​ | Other | ​ | 1,288,984 | ​ | 2% | ​ | ​ | 1,266,971 | ​ |

| ​ | ​ | ​ | 25,042,744 | ​ | ​ | ​ | ​ | 21,644,935 | ​ |

| ​ | ​ | $ | 22,260,774 | ​ | 21% | ​ | $ | 18,408,850 | ​ |

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| ​ | Other | ​ | (599,828) | ​ | (9)% | ​ | ​ | (551,725) | ​ |

| ​ | ​ | ​ | 5,037,441 | ​ | ​ | ​ | ​ | 4,355,999 | ​ |

| ​ | ​ | $ | 5,091,822 | ​ | 18% | ​ | $ | 4,301,105 | ​ |

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

During 2022, domestic steel demand remained strong from the construction, automotive, industrial, and energy sectors, resulting in record shipments of 10.8 million tons in 2022, including 828,000 tons from Sinton.

Average product pricing for our steel operations, though higher year over year compared to 2021, experienced steady declines throughout 2022 for sheet steel products, which had risen to record levels at the end of 2021.

Conversely, long products realized higher selling prices through the majority of 2022.

Due to metal spread compression and additional costs during start-up at Sinton, operating income for the steel operations decreased 29%, to $3.1 billion, in 2022 compared to 2021.

In October 2022, we completed our acquisition of ROCA ACERO, S.A. de C.V. (ROCA), whose post-acquisition operations are included in 2022 results.

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| ​ | Total | ​ | 5,301,774 | ​ | (3)% | ​ | 5,442,478 | ​ |

| ​ | Total | ​ | 1,053,852 | ​ | (4)% | ​ | 1,093,472 | ​ |

Segment Results 2022 vs. 2021

Our metals recycling operations faced a challenging price environment during 2022.

Domestic steel mill utilization rates decreased to approximately 78% in 2022 from 81% in the prior year, impacting demand for ferrous scrap.

Net sales for our metals recycling operations decreased 4% in 2022 as compared to 2021, driven by lower shipments and average selling values.

Segment Results 2022 vs. 2021

Our order backlog for steel fabrication extends through the first half of 2023.

The average cost of steel consumed increased 24% in 2022, as compared to 2021.

This decrease is due primarily to a $27.7 million decrease in equity-based compensation expense, as well as decreased costs of $64.5 million related to Sinton that were included in selling, general and administrative expenses prior to the completion of the mill’s construction and start-up in early 2022.

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 2022, interest expense of $91.5 million increased 60% from $57.2 million during 2021.

The higher interest expense in 2022 compared to 2021 was due to higher capitalized interest in 2021 ($50.5 million, compared to $15.8 million in 2022) related to the construction of Sinton.

Other (Income) Expense, net. Net other income was $20.8 million in 2022, compared to net other expense of $34.8 million in 2021.

The net other income in 2022 compared to net other expense in 2021 was due primarily to an increase in interest income of $28.0 million associated with our increased invested cash and short-term investment balances, as well as an increase in net earnings from equity investments of $18.6 million.

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

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​

These costs include, among other items, labor and related benefits, professional services, insurance premiums, and property taxes.

2021 Overview

Customer steel inventories also remained historically low, as steel supply was not sufficient to meet robust demand requirements during much of the year.

This strong market environment drove significantly higher steel selling prices, resulting in meaningful steel segment metal spread expansion.

Our metals recycling operations benefited from improved domestic steel mill utilization rates in 2021, driving increased shipments, pricing, and metal spread.

The non-residential construction market remained strong, driving increased shipments and order backlog, pricing and metal spread in our steel fabrication operations.

Net income attributable to Steel Dynamics, Inc. for 2021 increased $2.7 billion, more than four and a half times, to $3.2 billion, compared to 2020.

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| Other | ​ | 1,266,971 | ​ | 153% | ​ | ​ | 501,187 | ​ |

| ​ | ​ | 21,644,935 | ​ | ​ | ​ | ​ | 11,266,328 | ​ |

| ​ | $ | 18,408,850 | ​ | 92% | ​ | $ | 9,601,482 | ​ |

| Other | ​ | (551,725) | ​ | (193)% | ​ | ​ | (188,525) | ​ |

| ​ | ​ | 4,355,999 | ​ | ​ | ​ | ​ | 854,521 | ​ |

| ​ | $ | 4,301,105 | ​ | 408% | ​ | $ | 847,142 | ​ |

| ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| --- | --- | --- | --- | --- | --- | --- |

| ​ | ​ | ​ | ​ | ​ | ​ | ​ |

![Chart

During 2021, domestic steel consumption was strong from the automotive, construction, and industrial sectors.

These market dynamics, along with historically low customer inventories throughout the supply chain, drove increased shipments and product pricing for our steel operations compared to 2020, which was negatively impacted by COVID-19 most notably during the second quarter of the year.

Due to this metal spread expansion, coupled with the 4% increase in steel segment shipments, operating income for the steel operations increased nearly four times, to $4.4 billion, in 2021 compared to 2020.

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| Total | ​ | 5,442,478 | ​ | 19% | ​ | 4,591,881 | ​ |

| Total | ​ | 1,093,472 | ​ | 12% | ​ | 977,882 | ​ |

Our metals recycling operations benefited from strong steel market demand during 2021, driving increased domestic steel mill utilization and strong ferrous scrap shipments throughout the year.

Domestic steel mill utilization rates increased to approximately 81% in 2021 from 68% in the prior year, which was depressed due to the impact of COVID-19 during most notably the second quarter of 2020.

Net sales for our metals recycling operations increased 91% in 2021 as compared to 2020, driven by increased shipments, including a full year of activity related to our August 2020 acquired Mexican scrap operations, and pricing.

![Chart, histogram

The average cost of steel consumed increased 82% in 2021, as compared to 2020, consistent with increased steel selling prices in our steel operations.

This increase relates primarily to increased 2021 profitability, and increased Southwest-Sinton Flat Roll Division start-up expenses of $70.6 million.

The company-wide profit sharing plan represents 8% of pretax earnings.

Interest Expense, net of Capitalized Interest. During 2021, interest expense of $57.2 million decreased $37.7 million from the $94.9 million incurred during 2020, due to decreased interest expense related to our June 2020 and October 2020 refinancing of $1.6 billion of high yield senior notes with lower interest rate senior notes, and a $26.5 million increase in capitalized interest in 2021, related to the construction of our new Southwest-Sinton Flat Roll Division.

The lower effective tax rate in 2020 related primarily to the release of a deferred tax asset valuation allowance and increased federal tax credits.

| ​ | ​ | ​ | Total liquidity | ​ | $ | 2,431,828 | ​ | ​ | ​ |

Of these amounts, $831.0 million related to our Southwest-Sinton Flat Roll Steel Division in 2021, and $927.7 million in 2020.

We enter 2022 with ample liquidity of $2.4 billion to provide for our currently planned 2022 capital requirements.

Other. In February 2020, our board of directors authorized a share repurchase program of up to $500.0 million of our common stock.

This program was exhausted in July 2021.

In July 2021, our board of directors authorized an additional share repurchase program of up to $1.0 billion of our common stock.

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 [added: 2022,] 2021, [removed: 2020,] or [removed: 2019.][added: 2020.]

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, [removed: 2021] [added: 2022] (in thousands):

| ​ | 2024 | ​ | ​ | [removed: 401,621] [added: 401,800] | ​ | ​ | 2.8 | ​ | ​ | \- | ​ | ​ | ​ | ​ |

| ​ | 2025 | ​ | ​ | [removed: 401,562] [added: 401,608] | ​ | ​ | 2.4 | ​ | ​ | \- | ​ | ​ | ​ | ​ |

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, [added: water,] natural gas and its transportation services, fuel, air products, zinc, and electrodes.

At December 31, [removed: 2021,] [added: 2022,] we had a cumulative unrealized loss associated with these financial contracts of [removed: $8.0] [added: $3.1] million, substantially all of which have settlement dates in [removed: 2022.][added: 2023.]

| ​ | 2023 | ​ | $ | 2,254 | ​ | ​ | 4.1% | ​ | $ | 55,080 | ​ | ​ | 5.6% | ​ |

| ​ | 2027 | ​ | ​ | 351,142 | ​ | ​ | 1.7 | ​ | ​ | \- | ​ | ​ | ​ | ​ |

| ​ | Thereafter | ​ | ​ | 1,500,361 | ​ | ​ | 3.3 | ​ | ​ | \- | ​ | ​ | ​ | ​ |

| ​ | Total debt outstanding | ​ | $ | 3,058,646 | ​ | ​ | 3.2% | ​ | $ | 55,080 | ​ | ​ | 5.6% | ​ |

| ​ | Fair value | ​ | $ | 2,677,777 | ​ | ​ | ​ | ​ | $ | 55,080 | ​ | ​ | ​ | ​ |

| ​ | 2022 | ​ | $ | 2,360 | ​ | ​ | 4.5% | ​ | $ | 94,814 | ​ | ​ | 1.6% | ​ |

| ​ | 2023 | ​ | ​ | 2,081 | ​ | ​ | 4.2 | ​ | ​ | \- | ​ | ​ | ​ | ​ |

| ​ | Thereafter | ​ | ​ | 1,851,503 | ​ | ​ | 3.0 | ​ | ​ | \- | ​ | ​ | ​ | ​ |

| ​ | Total debt outstanding | ​ | $ | 3,060,608 | ​ | ​ | 3.2% | ​ | $ | 94,814 | ​ | ​ | 1.6% | ​ |

| ​ | Fair value | ​ | $ | 3,165,269 | ​ | ​ | ​ | ​ | $ | 94,814 | ​ | ​ | ​ | ​ |

Steel Dynamics, Inc. is one of the largest domestic steel producers and metal recyclers in the United States, based on estimated steelmaking and steel coating capacity of approximately [removed: 13] [added: 16] million tons and actual metals recycling volumes as of December 31, [removed: 2021,] [added: 2022,] with one of the most diversified product and [removed: end-market] [added: end market] portfolios in the domestic steel [removed: industry.][added: industry, combined with meaningful downstream steel fabrication operations.]

[removed: Our] [added: Innovation in all forms is essential to our success, and our] teams focus on how to do things [removed: effectively and efficiently] [added: “smarter”] within our current operations, [removed: and] [added: as well as] how we [removed: can] continue to [removed: strategically] grow.

It also includes finding ways to [removed: operate more efficiently using minimal resources] [added: “do business”] with [removed: minimal] [added: fewer resources and less] environmental impact.

Our six [added: strategic] pillars and the team’s execution of them each day has driven our success and sustainability.

| | ● | [removed: Safety] [added: Health & Safety] – Creating and maintaining a safe work environment is the foundation of our decision making. [removed: Safety is] [added: Health and safety are] always at the forefront and [removed: is] [added: are] a constant topic of conversation across the company. Our goal is zero injuries—no accidents. |

| | ● | [removed: Culture] [added: Entrepreneurial Culture] – [removed: Our entrepreneurial culture fosters] [added: Fosters] a team of energetic, positive, driven, innovative and diverse individuals by utilizing open communication and meaningful performance-based compensation aligned to our strategic focus. |

| | ● | Customer Commitment – We focus on being a preferred partner of our customers by providing quality products and unique [removed: supply-chain] [added: supply chain] solutions to meet their current and future needs. |

| | ● | [removed: Growth] [added: Strategic Sustainable Growth] – We focus on strategic growth with intentional margin expansion [removed: to improve our through-the-cycle earnings.] [added: and consistency through-the-cycle.] |

We [removed: aim to] set ourselves apart in every aspect of our business with a spirit of [removed: excellence, with the following core values driving our differentiation strategy.][added: excellence.]

Our entrepreneurial culture is at the core of our success and is driven by our extensive performance-based incentive compensation philosophy [removed: for] [added: from] those on the plant floor to [added: our] senior leadership.

Over 60% of a [removed: plant floor colleague’s] [added: production team member’s] total potential compensation is “at risk” [removed: of being achieved due] to both quality production and cost-effectiveness [removed: metrics in place.][added: metrics.]

Over 85% of our senior leadership team’s total potential compensation is “at risk” to [removed: company-wide] [added: companywide] financial performance metrics that encourage long-term value creation, including return on equity, growth, cash generation, and return on invested capital [removed: metrics.][added: measures.]

Diversified, Value-Added Product Offerings [removed: /] [added: and] Supply-Chain Solutions

We have one of the most diversified, high-margin product offerings [removed: of any] [added: within the] domestic steel [removed: producer.][added: industry.]

We have a track record of profitable growth, driving diversification in both end markets and [added: value-added] product offerings to sustain higher volume and profitability through [removed: all] [added: varying] market environments.

[removed: This includes developing premium, value-added steel products, with over] [added: Over] 70% of our steel and [added: steel] fabrication sales [removed: being] [added: are] considered value-added.

Our [removed: new] Southwest-Sinton Flat Roll Division [removed: growth investment] [added: (Sinton)] is a prime example of our internal growth and differentiated business model.

This electric arc furnace (EAF) flat roll steel mill [removed: will have] [added: has] approximately 3.0 million tons of annual steel production capacity, [added: currently] including [added: 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.

As with all our growth initiatives, we seek to competitively differentiate ourselves through service, product capability and quality, and [removed: supply chain] [added: supply-chain] solutions.

[removed: Our new] [added: Sinton is a “next-generation” EAF flat roll] steel [removed: mill will have] [added: mill, which has] the capability to provide higher-strength, tougher grades of flat roll steel for the energy and automotive markets.

We are also [added: currently] building four additional value-added flat roll steel coating lines comprised of [removed: a] [added: an additional] paint line and [removed: a] galvanizing line located onsite at [removed: each of our Southwest-Sinton] [added: Sinton] and [added: a paint line and galvanizing line at our] Heartland Flat Roll [removed: divisions.][added: Division.]

[removed: The Southwest-Sinton Flat Roll Division] [added: Sinton] has significant competitive [removed: advantages—including] [added: advantages, including] geographic market positioning, power accessibility, competitive freight for the intended customers, proximity to a deep-water port and site constructability.

[removed: By locating our new steel mill in] [added: Our] Sinton, [removed: Texas, we] [added: Texas location allows us to] strategically [removed: targeted] [added: target] underserved markets that are largely reliant on imports with long lead times and lower product quality capabilities, providing customers throughout the Southwest United States and Mexico significant freight benefits and shorter lead times allowing them to realize working capital advantages.

[removed: Additionally, six steel] customers have [removed: committed to locate] [added: located] onsite, representing over 1.8 million tons of annual flat roll steel processing and consumption capacity.

[removed: Our new EAF steel mill] [added: Sinton] is adhering to the same sustainability model as our other steelmaking facilities, utilizing [removed: state of the art] [added: state-of-the-art] environmental controls and processes to produce high quality sustainable steel.

[removed: Steel demand that is generated from our] [added: Our] internal manufacturing businesses [removed: is] [added: are] a significant competitive advantage supporting higher and more stable through-cycle earnings and cash flow generation.

During weaker [added: steel] demand environments, we can source more of their [added: steel] needs internally, and during strong [added: steel] demand environments, we [removed: can source more of] [added: have optionality to also purchase] their [added: steel] needs [removed: externally at a preferred cost.][added: externally.]

In [removed: 2021,] [added: 2022,] our own steel consuming businesses purchased [removed: nearly] 1.7 million tons of steel from our steel mills, representing [removed: 15%] [added: 14%] of our total [removed: 2021] [added: 2022] steel shipments.

A strategic [added: and] synergistic relationship also exists between our steel mills and metals recycling [removed: operations, which is the largest supplier of recycled ferrous scrap to our steel] operations.

[removed: This allows us to manage company-wide working capital, as we can retain less scrap inventory at the steel mills, and we] [added: We] are [added: also] able to source higher-quality scrap for our steel mills, optimizing cost and quality.

We operate some of the most technically advanced and environmentally responsible steel [removed: operations when compared to global steelmaking operations.][added: mills in the world.]

Our value-added product diversification, vertically connected businesses, and performance-based incentive compensation programs [removed: drive] [added: support] our efficient, environmentally responsible, and competitively advantaged footprint.

We only produce steel using EAF [removed: technology, which uses] [added: technology with] recycled ferrous scrap as the primary raw material.

We believe EAF production is currently the steelmaking technology that provides the least environmental impact, is the most cost [removed: effective,] [added: efficient,] and provides the most flexibility, and as such, has been [removed: a focus of] our [removed: growth strategy.][added: method of growth.]

Our [removed: intentional] growth strategy [removed: has focused] [added: focuses] on increasing through-cycle cash generation and providing growth opportunities for our people, partners, communities, and shareholders, all while keeping [added: the] sustainability of resources and [removed: our] [added: carbon] impact [removed: to the environment at the fore.][added: in focus.]

We [removed: have] intentionally developed a vertically connected operating model, further strengthening our [removed: company by creating a circular manufacturing model.][added: company.]

Ultimately, when these products reach the end of their [removed: life cycle,] [added: useful lives,] they can be collected as scrap and used again in our steelmaking operations, creating our circular manufacturing model.

We endeavor for [removed: continuous] [added: continual] improvement in minimizing carbon dioxide emissions, while maintaining compliance with [removed: regulation] emission [removed: limits.][added: limit regulations.]

Our senior leadership team is highly experienced and has a proven track record in the steel, metals recycling, and steel fabrication [removed: industries.][added: industries, as well as in the construction and start-up of new operations.]

| Mark D. Millett | ​ | [removed: 62] [added: 63] | ​ | Chairman, President and Chief Executive Officer |

Throughout our history and today, we seek to provide unique supply-chain alternatives for our customers to increase efficiency, to reduce time and costs, and to promote decarbonization opportunities.

Growing with our customers in this way has proven to be invaluable in creating long-lasting relationships and product development.

These new coating lines are expected to begin operating in the second half of 2023.

Sinton was fully commissioned during the first half of 2022, and operations have continued to ramp up as the team navigated unexpected challenges related to power and equipment during 2022.

Six steel

Ultimately, we optimize our companywide profitability and minimize earnings volatility.

Our metals recycling platform is the largest supplier of recycled ferrous scrap to our steel operations.

This allows us to manage companywide working capital, as lower scrap volume is required at our steel mills.

Our steel mills generate a fraction of the greenhouse gas emissions (GHG) per ton of steel produced as compared to traditional blast furnace steel production and the average global steel industry.

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 low-cost domestic steel producers.

Transformational Growth / New Aluminum Flat Roll Mill

In July 2022, we announced our new planned $2.5 billion project to construct and operate a 650,000 metric ton aluminum flat rolled products mill in Columbus, Mississippi, with two supporting satellite recycling aluminum slab centers.

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 opportunities and to deliver strong long-term value creation.

A significant number of our steel customers are also consumers and processors of aluminum flat rolled products.

This investment will allow us to broaden our ability to serve both our existing and new customers by adding high-quality, low-carbon flat rolled aluminum to our product portfolio.

The state-of-the-art aluminum flat roll 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 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 rolling mill is currently expected to begin operations in 2025.

We encourage the use of new technologies and processes to reduce our impact on the environment, including a strategic focus on carbon mitigation.

In 2021, we announced that 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.

In 2022, we announced a strategic joint venture, SDI Biocarbon Solutions, LLC.

The joint venture plans to construct and operate a biocarbon production facility in Columbus, Mississippi to supply our EAF steel mill with a renewable alternative to fossil fuel carbon using our joint venture partner Aymium’s patented technology.

The facility is expected to produce up to 228,000 metric tons per year, resulting in an estimated 35% reduction in our steel mills’ Scope 1 GHG emissions.

Operations are planned to begin early 2024.

| Miguel Alvarez | ​ | 55 | ​ | Senior Vice President, Metals Recycling |

_Miguel Alvarez_ transitioned to the role of Senior Vice President, Metals Recycling, upon the retirement of Russ B.

From 2019 until 2022, Mr. Pushis was responsible for the successful design and construction of the Southwest-Sinton Flat Roll Division developed to serve the Southwestern United States and Mexico.

He also received an Executive Certificate in Technology, Operations, and Value Chain Management from the MIT Sloan School of Management.

In

This commitment is foundational and integral to our culture.

Working as one team, we will achieve it.

Our team-based culture and competitive pay structure supported continued high retention.

Our leadership receives recurring training on these critical topics.

We provide equal employment opportunities to all individuals and 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.

Annual steelmaking and steel coating capacity is expected to increase to approximately 16 million tons once our new Southwest-Sinton Flat Roll Division is fully operational.

Innovation in all forms is essential to our success.

​

A key competitive advantage is our numerous supply-chain solutions which provide significant advantages to our customers, creating long-lasting relationships and higher through-cycle sales.

This investment encompasses each of these elements.

By leveraging our construction and operating expertise, this "next-generation” EAF flat roll steel mill will have product size and quality production capabilities beyond that of existing domestic EAF flat roll steel producers, competing even more effectively with the integrated steel model and foreign competition.

These lines will provide high-margin product and end-market diversification.

The Southwest-Sinton Flat Roll Division construction team experienced several challenges during 2021, including weather related events, supply chain disruptions and the ongoing COVID-19 impact on the construction industry, which caused some delays.

The team navigated these challenges, and the two coating lines were commissioned in the second half of 2021, with the remainder of the operations commencing in early 2022.

All of these customers have broken ground on their respective operations.

Our existing EAF steel mills have a fraction of the greenhouse gas emissions (GHG) and energy intensity of average traditional integrated steelmaking technology, resulting in a much more environmentally responsible steel production alternative.

Ultimately, we optimize our company-wide profitability in all steel demand environments.

Additionally, as a consistent consumer of recycled ferrous scrap, our steel operations help maintain steady sales for the metals recycling platform.

We are focused on maintaining 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, our focus on ongoing maintenance requirements and strategic locations near sources of our primary raw material, ferrous scrap, and near our customers.

We will continue to develop 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 all market cycles, and to consistently maximize our profitability.

Additionally, we continuously seek to maximize the variability of our cost structure and to reduce per unit and fixed costs.

We recognize that minimizing the impact of GHG is important to our stakeholders, including our customers, shareholders, local communities and team members.

Our carbon mitigation strategy and our related goals announced in July 2021 are integral to our overarching sustainability program to address climate-related considerations.

Our Board of Directors provides oversight concerning the company’s sustainability strategy, disclosures, and climate-related impact.

Our senior leadership, including our Chief Executive Officer, Chief Financial Officer, and senior executives of our operating platforms, establish our near- and long-term strategies related to our climate-related assessments, goals, and programs.

Mr. Millett was responsible for the design,

_Russell B.

Rinn_ has been our Executive Vice President, Metals Recycling since July 2011.

OmniSource procures metal scrap, processes it, and markets these recycled metals to external customers and supplies ferrous scrap to the company’s steel mills.

Prior to joining Steel Dynamics, Mr. Rinn was an Executive Vice President and President of Americas Division of Commercial Metals Company (CMC), a Texas-based mini-mill steel company.

He has more than 40 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’s degree in Finance, Marketing and Business Administration from Texas Lutheran University.

_Miguel Alvarez_ has been our Senior Vice President, Southwest United States and Mexico, since February 2019.

Mr. Alvarez is responsible for the comprehensive business development and partnerships in the regions, encompassing both steel and recycled metals.

The commitment to safety has led to each of our platforms performing better than industry benchmarks.

Coronavirus (COVID-19)

Our leadership teams, safety professionals, and nursing team have been instrumental in our responsible handling of the COVID-19 pandemic.

Our teams are our most valued priority, and we took decisive, conservative actions and implemented numerous additional health-related protocols and policies in early March 2020, when it became apparent there was a risk to our teams.

We continue to monitor the situation and adjust our protocols as appropriate in order to keep our teams safe, while serving our customers.

Our facilities have remained operational throughout 2021 and 2020.

We have numerous programs and development initiatives designed to develop our employees.

Given the value our team members provide, retention is a key metric to our company.

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, [removed: 2021.][added: 2022.]

| ☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, [removed: 2021] [added: 2022] |

The aggregate market value of the voting stock held by non-affiliates of the registrant computed by reference to the price at which the common equity was last sold as of June 30, [removed: 2021,] [added: 2022,] was approximately [removed: $8.7] [added: $8.5] billion.

As of February [removed: 18, 2022,] [added: 21, 2023,] Registrant had outstanding [removed: 191,299,162] [added: 171,577,705] shares of common stock.

Portions of registrant’s definitive proxy statement referenced in Part III, Items 10 through 14 of this report, to be filed prior to May [removed: 2, 2022,] [added: 1, 2023,] are incorporated herein by reference.

| [Item 1B.](#ITEM1BUNRESOLVEDSTAFFCOMMENTS_407146) | [Unresolved Staff Comments](#ITEM1BUNRESOLVEDSTAFFCOMMENTS_407146) | [removed: 30] [added: 31] |

| [Item 2.](#ITEM2PROPERTIES_887366) | [Properties](#ITEM2PROPERTIES_887366) | [removed: 31] [added: 32] |

| [Item 4.](#ITEM4MINESAFETYDISCLOSURES_62861) | [Mine Safety Disclosures](#ITEM4MINESAFETYDISCLOSURES_62861) | [removed: 32] [added: 33] |

| [Item 5.](#ITEM5MARKETFORREGISTRANTSCOMMONEQUITY_91) | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](#ITEM5MARKETFORREGISTRANTSCOMMONEQUITY_91) | [removed: 33] [added: 34] |

| [Item 6.](#ITEM6) | [removed: [Selected Financial Data \[Reserved\]](#ITEM6)] [added: [\[Reserved\]](#ITEM6)] | [removed: 35] [added: 36] |

| [Item 7.](#ITEM7MANAGEMENTSDISCUSSIONANDANALYSISOFF) | [Management’s Discussion and Analysis of Financial Condition and Results of Operations](#ITEM7MANAGEMENTSDISCUSSIONANDANALYSISOFF) | [removed: 36] [added: 37] |

| [Item 7A.](#ITEM7AQUANTITATIVEANDQUALITATIVEDISCLOSU) | [Quantitative and Qualitative Disclosures About Market Risk](#ITEM7AQUANTITATIVEANDQUALITATIVEDISCLOSU) | [removed: 48] [added: 50] |

| [Item 8.](#ITEM8CONSOLIDATEDFINANCIALSTATEMENTS_437) | [Consolidated Financial Statements and Supplementary Data](#ITEM8CONSOLIDATEDFINANCIALSTATEMENTS_437) | [removed: 49] [added: 51] |

| [Item 9.](#ITEM9CHANGESINANDDISAGREEMENTSWITHACCOUN) | [Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](#ITEM9CHANGESINANDDISAGREEMENTSWITHACCOUN) | [removed: 82] [added: 86] |

| [Item 9A.](#Item9A) | [Controls and Procedures](#Item9A) | [removed: 82] [added: 86] |

| [Item 9B.](#ITEM9BOTHERINFORMATION_500127) | [Other Information](#ITEM9BOTHERINFORMATION_500127) | [removed: 82] [added: 86] |

| [Item 9C.](#ITEM9C) | [Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](#ITEM9C) | [removed: 82] [added: 86] |

| [Item 10.](#ITEM10DIRECTORSEXECUTIVEOFFICERS_95546) | [Directors, Executive Officers, and Corporate Governance](#ITEM10DIRECTORSEXECUTIVEOFFICERS_95546) | [removed: 83] [added: 87] |

| [Item 11.](#ITEM11EXECUTIVECOMPENSATION_392678) | [Executive Compensation](#ITEM11EXECUTIVECOMPENSATION_392678) | [removed: 83] [added: 87] |

| [Item 12.](#ITEM12SECURITYOWNERSHIPOFCERTAINBENEFICI) | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](#ITEM12SECURITYOWNERSHIPOFCERTAINBENEFICI) | [removed: 83] [added: 87] |

| [Item 13.](#ITEM13CERTAINRELATIONSHIPSANDRELATEDTRAN) | [Certain Relationships and Related Transactions, and Director Independence](#ITEM13CERTAINRELATIONSHIPSANDRELATEDTRAN) | [removed: 84] [added: 88] |

| [Item 14.](#ITEM14PRINCIPALACCOUNTANTFEESANDSERVICES) | [Principal Accountant Fees and Services](#ITEM14PRINCIPALACCOUNTANTFEESANDSERVICES) | [removed: 84] [added: 88] |

| [Item 15.](#ITEM15EXHIBITSFINANCIALSTATEMENTSCHEDULE) | [Exhibits and Financial Statement Schedules](#ITEM15EXHIBITSFINANCIALSTATEMENTSCHEDULE) | [removed: 85] [added: 89] |

| [Item 16.](#ITEM16FORM10KSUMMARY_712404) | [Form 10-K Summary](#ITEM16FORM10KSUMMARY_712404) | [removed: 85] [added: 89] |

| [Exhibit Index](#EXHIBITINDEX_376119) | | [removed: 86] [added: 90] |

| [Signatures](#SIGNATURES_483178) | | [removed: 89] [added: 93] |

Throughout this report, or in other reports or registration statements filed from time to time with the Securities and Exchange Commission under the Securities Exchange Act of 1934, or under the Securities Act of 1933, as well as in documents we incorporate by reference herein or [removed: herefrom,] [added: here from,] or in press releases or oral statements made by our officers or Regulation FD authorized representatives, we may make statements that express our opinions, expectations, or projections regarding future events or future results, in contrast with statements that reflect present or historical facts.

| | ● | pandemics, epidemics, widespread illness or other health issues, such as [removed: the] COVID-19 [removed: pandemic;] [added: or its variants;] |

| | ● | volatility and major fluctuations in prices and availability of scrap metal, scrap [removed: substitutes,] [added: substitutes] and [added: supplies, and] our potential inability to pass higher costs on to our customers; |

| | ● | significant price and other forms of competition from other steel [added: and aluminum] producers, scrap processors and alternative materials; |

Any forward-looking statements which we make in this report, or in any of the documents that are incorporated by reference herein or [removed: herefrom,] [added: here from,] speak only as of the date of such statement, and we undertake no ongoing obligation to update such statements.

\-

| | | |

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).

​

| | |

| ​ | ​ | ​ |

The following table describes our significant properties as of December 31, [removed: 2021.][added: 2022.]

| [removed: Southwest-Sinton] [added: Sinton] Flat Roll Division | ​ | Sinton, TX | ​ | Flat Roll Steel Mill and Coating Facility | ​ | 2,487 | ​ | — |

| Heartland Flat Roll Division | ​ | Terre Haute, IN | ​ | Flat Roll Steel Cold-Rolling and Coating Facility | ​ | [removed: 193] [added: 246] | ​ | — |

| United Steel Supply | ​ | IN, MS, OR, and TX | ​ | Distributor of Painted Galvalume® Flat Roll Steel | ​ | [removed: 26] [added: 40] | ​ | 3 |

| Structural and Rail Division | ​ | Columbia City, IN | ​ | Structural and Rail Steel Mill | ​ | [removed: 692] [added: 814] | ​ | — |

| Vulcan Threaded Products | ​ | Pelham, AL | ​ | Bar Steel Processing Facility | ​ | [removed: 29] [added: 31] | ​ | — |

| Roanoke Bar Division | ​ | Roanoke, VA | ​ | Merchant Bar Steel Mill | ​ | [removed: 290] [added: 302] | ​ | — |

| Alabama | ​ | Birmingham, AL | ​ | Ferrous Scrap Processing | ​ | [removed: —] [added: 59] | ​ | [removed: 15] [added: —] |

| Indiana | ​ | Multiple Cities | ​ | Ferrous and Nonferrous Scrap Processing | ​ | [removed: 406] [added: 456] | ​ | 26 |

| Mexico | ​ | Multiple Cities | ​ | Ferrous and Nonferrous Scrap Processing | ​ | — | ​ | [removed: 37] [added: 70] |

| Joist and Deck Operations | ​ | Hope, AR | ​ | Steel Joist and Deck Fabrication Facility | ​ | 245 | ​ | [removed: 4] [added: 7] |

[removed: * Our 2021] [added: *Our 2022] steel mill production utilization was [removed: 91%] [added: 92%] of our estimated annual steelmaking [removed: capability.][added: capability, exclusive of Sinton which started up steel operations in 2022.]

Southwest-Sinton Flat Roll Division is nearing the conclusion of construction, with certain coating operations commenced in late 2021, and the rest of operations commencing in early 2022.

Information required to be furnished pursuant to Item 4 concerning mine safety disclosure matters by Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K (17 CFR 229.104), is included in Exhibit 95 to this annual report.

None.

As of February [removed: 18, 2022,] [added: 21, 2023,] we had [removed: 191,299,162] [added: 171,577,705] shares of common stock outstanding and held beneficially by approximately [removed: 25,200] [added: 23,700] 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 [removed: 1,365)] [added: 1,320)] is not representative of the number of beneficial holders.

We purchased the following equity securities registered by us pursuant to Section 12 of the Exchange Act during the three months ended December 31, [removed: 2021.][added: 2022.]

| 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 [removed: thousands) (1)] [added: thousands) (1)] | |

| Quarter ended December 31, [removed: 2021] [added: 2022] | | | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

[removed: ][added: ]

| October 1-31 | ​ | 1,493,698 | ​ | $ | 83.68 | ​ | ​ | 1,493,698 | ​ | $ | 120,501 |

| November 1-30 | ​ | 1,419,306 | ​ | ​ | 99.35 | ​ | ​ | 1,419,306 | ​ | ​ | 1,479,496 |

| December 1 - 31 | ​ | 1,402,142 | ​ | ​ | 104.85 | ​ | ​ | 1,402,142 | ​ | ​ | 1,332,506 |

| ​ | ​ | 4,315,146 | ​ | ​ | ​ | ​ | ​ | 4,315,146 | ​ | ​ | ​ |

| (1) | In February 2022, our board of directors authorized a share repurchase program of up to $1.25 billion of our common stock. This program was exhausted in November 2022. In November 2022, our board of directors authorized an additional share repurchase program of up to $1.5 billion of our common stock. |

On December 22, 2022, Steel Dynamics, Inc. was added to the S&P 500.

As such, we have added the S&P 500 index to the comparison of 5 year cumulative total returns in the graph below.

| October 1-31 | ​ | 1,344,894 | ​ | $ | 62.22 | ​ | ​ | 1,344,894 | ​ | $ | 629,521 |

| November 1-30 | ​ | 2,388,125 | ​ | ​ | 64.50 | ​ | ​ | 2,388,125 | ​ | ​ | 475,491 |

| December 1 - 31 | ​ | 1,521,094 | ​ | ​ | 60.56 | ​ | ​ | 1,521,094 | ​ | ​ | 383,378 |

| ​ | ​ | 5,254,113 | ​ | ​ | ​ | ​ | ​ | 5,254,113 | ​ | ​ | ​ |

| (1) | On July 6, 2021, we announced that our board of directors had authorized a share repurchase program of up to $1.0 billion of our common stock. |

| [Management’s Report on Internal Control Over Financial Reporting](#MANAGEMENTSREPORTONINTERNALCONTROL_58491) | ​ | [removed: 50] [added: 52] |

| [Reports of Independent Registered Public Accounting Firm](#REPORTOFINDEPENDENTREGISTEREDPUBLICACCOU) (PCAOB ID 42) | ​ | [removed: 51] [added: 53] |

| [Consolidated Balance Sheets as of December 31, [removed: 2021] [added: 2022] and [removed: 2020](#CONSOLIDATEDBALANCESHEETS_923745)] [added: 2021](#CONSOLIDATEDBALANCESHEETS_923745)] | ​ | [removed: 54] [added: 57] |

| [Consolidated Statements of Income for each of the three years in the period ended December 31, [removed: 2021](#CONSOLIDATEDSTATEMENTSOFINCOME_871598)] [added: 2022](#CONSOLIDATEDSTATEMENTSOFINCOME_871598)] | ​ | [removed: 55] [added: 58] |

| [Consolidated Statements of Comprehensive Income for each of the three years in the period ended December 31, [removed: 2021](#COMPREHENSIVEINCOME_913078)] [added: 2022](#COMPREHENSIVEINCOME_913078)] | ​ | [removed: 56] [added: 59] |

| [Consolidated Statements of Equity for each of the three years in the period ended December 31, [removed: 2021](#CONSOLIDATEDSTATEMENTSOFEQUITY_192323)] [added: 2022](#CONSOLIDATEDSTATEMENTSOFEQUITY_192323)] | ​ | [removed: 57] [added: 60] |

| [Consolidated Statements of Cash Flows for each of the three years in the period ended December 31, [removed: 2021](#CONSOLIDATEDSTATEMENTSOFCASHFLOWS_963353)] [added: 2022](#CONSOLIDATEDSTATEMENTSOFCASHFLOWS_963353)] | ​ | [removed: 58] [added: 61] |

| [Notes to Consolidated Financial Statements](#Note1DescriptionoftheBusinessandSummaryo) | ​ | [removed: 59] [added: 62] |

Based on that evaluation, management concluded that our internal control over financial reporting was effective as of December 31, [removed: 2021,] [added: 2022,] the end of the period covered by this report.

We have audited Steel Dynamics, Inc.’s internal control over financial reporting as of December 31, [removed: 2021,] [added: 2022,] based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

In our opinion, Steel Dynamics, Inc. (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2021,] [added: 2022,] based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of Steel Dynamics, Inc. as of December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] the related consolidated statements of income, comprehensive income, equity, and cash flows for each of the three years in the period ended December 31, [removed: 2021,] [added: 2022,] and the related notes and our report dated February 28, [removed: 2022] [added: 2023] expressed an unqualified opinion thereon.

We have audited the accompanying consolidated balance sheets of Steel Dynamics, Inc. (the Company) as of December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] the related consolidated statements of income, comprehensive income, equity and cash flows for each of the three years in the period ended December 31, [removed: 2021,] [added: 2022,] and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2021,] [added: 2022,] in conformity with U.S. generally accepted accounting principles.

We [removed: have] also [added: have] audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, [removed: 2021,] [added: 2022,] based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February 28, [removed: 2022] [added: 2023] expressed an unqualified opinion thereon.

Basis [removed: of] [added: for] Opinion

[added: | ​ |] Valuation of Goodwill [added: |]

[added: | _Description of__the Matter_ | At December 31, 2022, the Company’s goodwill was approximately $502 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. [added: |]

[added: | |] 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. [added: In particular, the fair value estimate was sensitive to significant assumptions, such as estimates of future cash flows and changes in the risk-adjusted discount rate, which are affected by expectations about future market or economic conditions and the impact of planned business and operation strategies. |]

[added: | _How We__Addressed the__Matter in Our__Audit_ |] 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. [added: |]

[added: | |] 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 each reporting unit. [added: We compared the assumptions used by management to historical results. We assessed the historical accuracy of management’s estimates 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. |]

| Assets | [removed: 2021] [added: 2022] | | ​ | ​ | [removed: 2020] [added: 2021] | |

| Cash and equivalents | $ | [removed: 1,243,868] [added: 1,628,417] | ​ | ​ | $ | [removed: 1,368,618] [added: 1,243,868] |

| Accounts receivable, net of allowances for credit losses of [removed: $6,161] [added: $5,678] and [removed: $8,209] [added: $6,161] | ​ | ​ | ​ | ​ | ​ | ​ |

| as of December 31, [removed: 2021,] [added: 2022,] and December 31, [removed: 2020,] [added: 2021,] respectively | ​ | [removed: 1,911,385] [added: 1,976,282] | ​ | ​ | ​ | [removed: 967,981] [added: 1,911,385] |

| Accounts receivable-related parties | ​ | [removed: 5,049] [added: 79,769] | ​ | ​ | ​ | [removed: 3,937] [added: 5,049] |

| Inventories | ​ | [removed: 3,531,130] [added: 3,129,964] | ​ | ​ | ​ | [removed: 1,843,548] [added: 3,531,130] |

| Other current assets | ​ | [removed: 209,591] [added: 195,371] | ​ | ​ | ​ | [removed: 74,363] [added: 209,591] |

| Total current assets | ​ | [removed: 6,901,023] [added: 7,638,018] | ​ | ​ | ​ | [removed: 4,258,447] [added: 6,901,023] |

| Property, plant and equipment, net | ​ | [removed: 4,751,430] [added: 5,373,665] | ​ | ​ | ​ | [removed: 4,105,569] [added: 4,751,430] |

| Intangible assets, net | ​ | [removed: 295,345] [added: 267,507] | ​ | ​ | ​ | [removed: 324,577] [added: 295,345] |

| Goodwill | ​ | [removed: 453,835] [added: 502,067] | ​ | ​ | ​ | [removed: 457,226] [added: 453,835] |

| Other assets | ​ | [removed: 129,601] [added: 378,727] | ​ | ​ | ​ | [removed: 119,743] [added: 129,601] |

| Total assets | $ | [removed: 12,531,234] [added: 14,159,984] | ​ | ​ | $ | [removed: 9,265,562] [added: 12,531,234] |

| Accounts payable | $ | [removed: 1,266,833] [added: 1,007,304] | ​ | ​ | $ | [removed: 760,536] [added: 1,266,833] |

| Accounts payable-related parties | ​ | [removed: 13,722] [added: 9,934] | ​ | ​ | ​ | [removed: 8,919] [added: 13,722] |

| Income taxes payable | ​ | [removed: 13,746] [added: 6,520] | ​ | ​ | ​ | [removed: 2,386] [added: 13,746] |

| Accrued payroll and benefits | ​ | [removed: 539,812] [added: 610,558] | ​ | ​ | ​ | [removed: 201,778] [added: 539,812] |

| Current maturities of long-term debt | ​ | [removed: 97,174] [added: 57,334] | ​ | ​ | ​ | [removed: 86,894] [added: 97,174] |

| Total current liabilities | ​ | [removed: 2,227,369] [added: 2,032,296] | ​ | ​ | ​ | [removed: 1,258,787] [added: 2,227,369] |

We acquired ROCA ACERO, S.A. de C.V. “ROCA” on October 1, 2022.

In conducting our evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2022, we have elected to exclude ROCA from our evaluation in the year of acquisition as permitted by the Securities and Exchange Commission.

ROCA constituted approximately 1% of the company’s total and net assets as of December 31, 2022, and 0.3% of the company’s net sales for the year then ended.

As indicated in the accompanying Management's Report on Internal Control Over Financial Reporting, management's assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of ROCA ACERO, S.A. de C.V., which is included in the 2022 consolidated financial statements of the Company and constituted 1% of total and net assets, respectively, as of December 31, 2022 and 0.3% of net sales for the year then ended.

Our audit of internal control over financial reporting of the Company also did not include an evaluation of the internal control over financial reporting of ROCA ACERO, S.A. de C.V.

February 28, 2023

| ​ | ​ |

| --- | --- |

February 28, 2023

| Short-term investments | ​ | 628,215 | ​ | ​ | ​ | \- |

| Accrued expenses | ​ | 340,646 | ​ | ​ | ​ | 296,082 |

| 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 | ​ | ​ | \- |

| 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 | ​ | $ | 181,503 |

| Asset impairment charges | ​ | \- | ​ | ​ | \- | ​ | ​ | 19,409 |

| Investments in unconsolidated affiliates | ​ | (222,480) | ​ | ​ | \- | ​ | ​ | \- |

Short-Term Investments

Short-term investments are classified as trading securities, and interest income is recorded as earned.

The company’s short-term investments were $628.2 million as of December 31, 2022.

The short-term investments held as of December 31, 2022, consisted of commercial paper ($145.7 million) and US Treasuries ($482.5 million), with contractual maturities of less than one year, when purchased.

| ​ | ​ | 2022 | | ​ | 2021 | | ​ |

| ​ | ​ | ​ | 2022 | | ​ | 2021 | | ​ |

| ​ | ​ | ​ | ​ | 9,224,683 | ​ | ​ | 8,256,544 | ​ |

In 2022, a customer relationship of $105 million became fully amortized.

| ​ | 2027 | ​ | ​ | 21,837 | ​ |

| ​ | Thereafter | ​ | ​ | 142,927 | ​ |

| ​ | Total | ​ | $ | 267,507 | ​ |

| ​ | ​ | ​ | 2022 | | ​ | 2021 | | ​ |

| ​ | ​ | ​ | $ | 502,067 | ​ | $ | 453,835 | ​ |

| ​ | ​ | 2022 | | | | | | | | ​ | ​ | 2021 | | | | | | | |

| Basic earnings per share | ​ | $ | 3,862,674 | ​ | ​ | 183,393 | ​ | $ | 21.06 | ​ | ​ | $ | 3,214,066 | ​ | ​ | 205,115 | ​ | $ | 15.67 |

| Diluted earnings per share | ​ | $ | 3,862,674 | ​ | ​ | 184,622 | ​ | $ | 20.92 | ​ | ​ | $ | 3,214,066 | ​ | ​ | 206,615 | ​ | $ | 15.56 |

Description of the Business and Summary of Significant Accounting Policies (Continued)

Business Combinations and Investments in Unconsolidated Affiliates

Business Combinations

ROCA

The company acquired 100% of ROCA ACERO, S.A. de C.V. (ROCA) on October 1, 2022.

February 28, 2022

_Description of the Matter_

At December 31, 2021, the Company’s goodwill was approximately $454 million.

In particular, the fair value estimate was sensitive to significant assumptions, such as estimates of future cash flows and changes in the risk-adjusted discount rate, which are affected by expectations about future market or economic conditions and the impact of planned business and operation strategies.

_How We Addressed the Matter in Our Audit_

We compared the assumptions used by management to historical results.

We assessed the historical accuracy of management’s estimates 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.

| Accrued interest | ​ | 17,533 | ​ | ​ | ​ | 19,656 |

| Accrued expenses | ​ | 278,549 | ​ | ​ | ​ | 178,618 |

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| Balances at January 1, 2019 | ​ | 225,272 | ​ | ​ | 40,550 | ​ | $ | 645 | ​ | $ | (1,184,243) | ​ | $ | 1,160,048 | ​ | $ | 3,958,320 | ​ | $ | 301 | ​ | $ | (159,082) | ​ | $ | 3,775,989 | ​ | $ | 111,240 |

| Dividends declared | ​ | \- | ​ | ​ | \- | ​ | ​ | \- | ​ | ​ | \- | ​ | ​ | \- | ​ | ​ | (209,513) | ​ | ​ | \- | ​ | ​ | \- | ​ | ​ | (209,513) | ​ | ​ | \- |

| Noncontrolling investors, net | ​ | \- | ​ | ​ | \- | ​ | ​ | \- | ​ | ​ | \- | ​ | ​ | \- | ​ | ​ | \- | ​ | ​ | \- | ​ | ​ | (2,308) | ​ | ​ | (2,308) | ​ | ​ | 32,374 |

| Share repurchases | ​ | (11,282) | ​ | ​ | 11,282 | ​ | ​ | \- | ​ | ​ | (348,608) | ​ | ​ | \- | ​ | ​ | \- | ​ | ​ | \- | ​ | ​ | \- | ​ | ​ | (348,608) | ​ | ​ | \- |

| Equity-based compensation | ​ | 513 | ​ | ​ | (262) | ​ | ​ | 1 | ​ | ​ | 7,738 | ​ | ​ | 20,964 | ​ | ​ | (614) | ​ | ​ | \- | ​ | ​ | \- | ​ | ​ | 28,089 | ​ | ​ | \- |

| Net income | ​ | \- | ​ | ​ | \- | ​ | ​ | \- | ​ | ​ | \- | ​ | ​ | \- | ​ | ​ | 671,103 | ​ | ​ | \- | ​ | ​ | 6,797 | ​ | ​ | 677,900 | ​ | ​ | \- |

Certain Sinton steel coating lines commenced operations in late 2021, with the rest of the operations commencing in early 2022.

Steel fabrication operations accounted for 10% of the company’s consolidated net sales during 2021 and 9% in 2020 and 2019.

| ​ | ​ | ​ | ​ | 8,256,544 | ​ | ​ | 7,331,616 | ​ |

| ​ | ​ | $ | 295,345 | ​ | $ | 324,577 | ​ | ​ | ​ | ​ | ​ |

| ​ | 2022 | ​ | $ | 27,840 | ​ |

| ​ | Thereafter | ​ | ​ | 164,762 | ​ |

A long-lived asset is classified as held for sale upon meeting specified criteria related to ability and intent to sell.

An asset classified as held for sale is measured at the lower of its carrying amount or fair value less cost to sell.

As of December 31, 2021, and 2020, the company reported $7.1 and $7.2 million, respectively, of assets held for sale within other current assets in the consolidated balance sheet.

An impairment loss is recognized for any initial or subsequent write-down of the asset held for sale to its fair value less cost to sell.

For assets determined to be classified as held for sale in the years ended December 31, 2021 and 2020, the asset carrying amounts approximated their fair value less cost to sell.

| ​ | ​ | ​ | $ | 453,835 | ​ | $ | 457,226 | ​ |

| ​ | 2019 | | | | | | | | ​ |

| Basic earnings per share | $ | 671,103 | ​ | ​ | 219,639 | ​ | $ | 3.06 | ​ |

| Diluted earnings per share | $ | 671,103 | ​ | ​ | 220,748 | ​ | $ | 3.04 | ​ |

value hedges.

Acquisitions and Investments

As the company does not have power to control NPS, the company will account for the investment using the equity method of accounting.

Headquartered in Austin, Texas, USS is a leading distributor of painted Galvalume® flat roll steel used for roofing and siding applications, with distribution centers strategically located in Mississippi, Indiana, and Oregon.

USS provides the steel operations segment a new, complementary distribution channel and connects it to a rapidly growing industry segment with customers that do not traditionally purchase steel directly from a steel producer.

The minimum pricing is LIBOR plus 1.125% or Prime plus 0.125%, and the maximum pricing is LIBOR plus 1.75% or Prime plus 0.75%.

Mesabi Nugget had loans from various Minnesota state agencies related to the construction and ultimate operation of Mesabi Nugget that were paid off in full during 2021.

Amounts due under these loans were zero and $15.2 million at December 31, 2021, and 2020, respectively.

| ​ | 2022 | ​ | $ | 97,174 | ​ |

Based on this evaluation, our principal executive officer and principal financial officer concluded that, as of December 31, [removed: 2021,] [added: 2022,] the end of the period covered by this annual report, our disclosure controls and procedures were designed to provide and were effective to provide reasonable assurance that the information required to be disclosed by us in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the applicable rules and forms, and that it is accumulated and communicated to our management, including our principal executive and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

No changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred during the fiscal quarter ended December 31, [removed: 2021,] [added: 2022,] that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Our Management’s Report on Internal Control Over Financial Reporting, as of December 31, [removed: 2021,] [added: 2022,] can be found on page [removed: 50] [added: 52] of this Form 10-K, and the related Report of Independent Registered Public Accounting Firm, Ernst & Young LLP, can be found on page [removed: 51] [added: 53] of this Form 10-K, each of which is incorporated by reference into this Item 9A.

The information required to be furnished pursuant to Item 10 with respect to directors, executive officers, code of ethics, and audit committee and audit committee financial experts is incorporated herein by reference from the section entitled “Governance of the Company” and “Proposal No. 1 – Election of Directors” in our Proxy Statement for the [removed: 2022] [added: 2023] Annual Meeting of Stockholders, which we will file with the Securities and Exchange Commission no later than 120 days after the end of our fiscal year.

The information required to be furnished pursuant to Item 11 with respect to executive compensation is incorporated herein by reference from the section entitled “Executive Compensation and Related Information” in our Proxy Statement for the [removed: 2022] [added: 2023] Annual Meeting of Stockholders, which we will file with the Securities and Exchange Commission no later than 120 days after the end of our fiscal year.

The information relating to security ownership of certain beneficial owners and management required by Item 12 is incorporated herein by reference from the section entitled “Security Ownership of Directors and Executive Officers” and “Security Ownership of Certain Beneficial Owners” in our Proxy Statement for the [removed: 2022] [added: 2023] Annual Meeting of Stockholders, which we will file with the Securities and Exchange Commission no later than 120 days after the end of our fiscal year.

Our stockholders approved the _Steel Dynamics, Inc. 2018 [removed: Equity] [added: Executive] Incentive Compensation Plan_ at our annual meeting of stockholders held May 17, 2018 (2018 Plan).

The following table summarizes information about our equity compensation plans at December 31, [removed: 2021,] [added: 2022,] all of which have been approved by stockholders.

| (1) | Includes [removed: 1,348,258] [added: 973,551] RSUs, [removed: 266,749] [added: 263,265] DSUs, and [removed: 442,793] [added: 326,056] LTIP awards issuable upon expiration of the vesting or deferral periods, which have no exercise price. |

| 2015 Plan and predecessor 2006 Plan (1) | | 1,562,872 | | — | | 2,459,482 |

| 2018 Plan | | 171,243 | | — | | 1,363,297 |

| Total | ​ | 1,734,115 | ​ | — | ​ | 3,822,779 |

| 2015 Plan and predecessor 2006 Plan (1) | | 2,057,800 | | — | | 4,158,788 |

| 2018 Plan | | 306,133 | | — | | 1,389,669 |

| Total | ​ | 2,363,933 | ​ | — | ​ | 5,548,457 |

The information required to be furnished pursuant to Item 13 with respect to certain relationships and related transactions is incorporated herein by reference from the sections entitled “Governance of the Company – Statement of Policy for the Review, Approval or Ratification of Transactions with Related Persons,” and “Governance of the Company – Director Independence” in our Proxy Statement for the [removed: 2022] [added: 2023] Annual Meeting of Stockholders, which we will file with the Securities and Exchange Commission no later than 120 days after the end of our fiscal year; and from Note 10.

_Transactions with Affiliated Companies_ to our consolidated financial statements as of December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] and each of the three years in the periods ended December 31, [added: 2022,] 2021, [removed: 2020,] and [removed: 2019,] [added: 2020,] included in Item 8.

_Consolidated Financial Statements and Supplementary Data_ of this Form 10-K Annual Report for the fiscal year ended December 31, [removed: 2021.][added: 2022.]

The information required to be furnished pursuant to Item 14 with respect to principal accountant fees and services is incorporated herein by reference from the sections entitled “Proposal No. 2 – Ratification of the Appointment of Independent Registered Public Accounting Firm as Auditors – Audit and Non-Audit Fees” and “Proposal No. 2 – Ratification of the Appointment of Independent Registered Public Accounting Firm as Auditors – Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent [removed: Auditor”] [added: Registered Public Accounting Firm”] in our Proxy Statement for the [removed: 2022] [added: 2023] Annual Meeting of Stockholders, which we will file with the Securities and Exchange Commission no later than 120 days after the end of our fiscal year.

_Consolidated Financial Statements and Supplementary Data_ and described in the Index on page [removed: 49] [added: 51] of this Report.

| [removed: 3.2] [added: 3.2*] | [Amended and Restated Bylaws of Steel Dynamics, Inc., reflecting all amendments thereto through [removed: October 17, 2018, incorporated herein by reference from Exhibit 3.2d to our Form 10-Q filed November 7, 2018.](https://www.sec.gov/Archives/edgar/data/1022671/000114420418057915/stld-20180930xex3_2d.htm)] [added: January 23, 2023.](https://www.sec.gov/Archives/edgar/data/1022671/000155837023002303/stld-20221231xex3d2.htm) ​] |

| 21.1* | [List of our [removed: Subsidiaries.](https://www.sec.gov/Archives/edgar/data/1022671/000155837022002377/stld-20211231xex21d1.htm)] [added: Subsidiaries.](https://www.sec.gov/Archives/edgar/data/1022671/000155837023002303/stld-20221231xex21d1.htm)] |

| 23.1* | [Consent of Ernst & Young [removed: LLP.](https://www.sec.gov/Archives/edgar/data/1022671/000155837022002377/stld-20211231xex23d1.htm)] [added: LLP.](https://www.sec.gov/Archives/edgar/data/1022671/000155837023002303/stld-20221231xex23d1.htm)] |

| 31.1* | [Certification of Chief Executive Officer required by Item 307 of Regulation S-K as promulgated by the Securities and Exchange Commission and pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/1022671/000155837022002377/stld-20211231xex31d1.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1022671/000155837023002303/stld-20221231xex31d1.htm)] |

| 31.2* | [Certification of Chief Financial Officer required by Item 307 of Regulation S-K as promulgated by the Securities and Exchange Commission and pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/1022671/000155837022002377/stld-20211231xex31d2.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1022671/000155837023002303/stld-20221231xex31d2.htm)] |

| 32.1* | [Certification of Chief Executive Officer Pursuant to 18 U.S.C Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/1022671/000155837022002377/stld-20211231xex32d1.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1022671/000155837023002303/stld-20221231xex32d1.htm)] |

| 32.2* | [Certification of Chief Financial Officer Pursuant to 18 U.S.C Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/1022671/000155837022002377/stld-20211231xex32d2.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1022671/000155837023002303/stld-20221231xex32d2.htm)] |

Wagler, either of whom may act without the joinder of the other, as his or her true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution, for him or her, and in his or her name, place and stead, in any and all capacities to sign any and all amendments, and supplements to this [removed: 2021] [added: 2022] Annual Report on Form 10-K, filed pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and performs each and every act and thing requisite and necessary to be done, as full to all intents and purposes as he or [removed: her] [added: she] might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or their substitute or substitutes may lawfully do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this [removed: 2021] [added: 2022] Annual Report on Form 10-K has been signed below by the following persons on behalf of Steel Dynamics, Inc. and in the capacities and on the dates indicated.

| _/s/_ MARK D. MILLETT | Chairman, President and Chief Executive Officer | February 28, [removed: 2022] [added: 2023] |

| _/s/_ THERESA E. WAGLER | Executive Vice President and Chief Financial Officer | February 28, [removed: 2022] [added: 2023] |

| _/s/_ KEITH E. BUSSE | Director | February 28, [removed: 2022] [added: 2023] |

| _/s/_ SHEREE L. BARGABOS | Director | February 28, [removed: 2022] [added: 2023] |

| _/s/_ KENNETH W. CORNEW | Director | February 28, [removed: 2022] [added: 2023] |

| _/s/_ TRACI M. DOLAN | Director | February 28, [removed: 2022] [added: 2023] |

| _/s/_ JAMES C. MARCUCCILLI | Director | February 28, [removed: 2022] [added: 2023] |

| _/s/_ BRADLEY S. SEAMAN | Director | February 28, [removed: 2022] [added: 2023] |

| _/s/_ LUIS M. SIERRA | Director | February 28, [removed: 2022] [added: 2023] |

| _/s/_ GABRIEL L. SHAHEEN | Director | February 28, [removed: 2022] [added: 2023] |

| _/s/_ STEVEN A. SONNENBERG | Director | February 28, [removed: 2022] [added: 2023] |

| _/s/_ RICHARD P. TEETS, JR. | Director | February 28, [removed: 2022] [added: 2023] |

| 4.41 | [Indenture, dated as of December 7, 2022, between Steel Dynamics, Inc., as Issuer, and U.S. Bank Trust Company, National Association, as Trustee, incorporated herein by reference from Exhibit 4.1 to our Registration Statement on Form S-3 (Registration No. 333-268703) filed December 7, 2022.](https://www.sec.gov/Archives/edgar/data/1022671/000110465922125219/tm2231991d2_ex4-1.htm) |

| 95* | [Mine Safety Disclosures.](https://www.sec.gov/Archives/edgar/data/1022671/000155837023002303/stld-20221231xex95.htm) |

| February 28, 2023 | ​ | |

| February 28, 2022 | ​ | |

| ​ | ​ | ​ |

| _/s/_ FRANK D. BYRNE, M.D. | Director | February 28, 2022 |

| Frank D. Byrne, M.D. | ​ | ​ |