filings.toolsSteel Dynamics 10-Q 2025-09-30
Filed 2025-10-24. 8 sections, 117K characters. Original on sec.gov · Markdown · JSON
Cover and table of contents
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period
ended September 30, 2025
OR
☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from _______ to _______
Commission File Number 0-21719
Steel Dynamics, Inc.
(Exact name of registrant as specified in its charter)
| Indiana | 35-1929476 | |
|---|---|---|
| (State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification No.) |
| | | |
| 7575 West Jefferson Blvd**,** Fort Wayne**,** IN | | 46804 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (260) 969-3500
Not Applicable
(Former name, former address and former fiscal year, if changed since last report.)
Securities registered pursuant to Section 12(b) of the Act.
| | | |
|---|---|---|
| Title of each class | Trading Symbol | Name of each exchange on which registered |
| Common Stock voting, $0.0025 par value | STLD | NASDAQ Global Select Market |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ⌧ No ◻
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ⌧ No ◻
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| | Large accelerated filer ⌧ | Accelerated filer ◻ | Non-accelerated filer ◻ | ||||
|---|---|---|---|---|---|---|---|
| | | | | | | | |
| | | Smaller reporting company ☐ | | Emerging growth company ☐ | | |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ◻
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No⌧
As of October 22, 2025, Registrant had 146,034,859 outstanding shares of common stock.
STEEL DYNAMICS, INC.
Table of Contents
STEEL DYNAMICS, INC.
CONSOLIDATED BALANCE SHEETS
(in thousands, except share data)
| | | | | | | |
|---|---|---|---|---|---|---|
| | September 30, | | | December 31, | ||
| | 2025 | | | 2024 | ||
| Assets | (unaudited) | | | | | |
| Current assets | | | | | | |
| Cash and equivalents | $ | 770,356 | | | $ | 589,464 |
| Short-term investments | | - | | | | 147,811 |
| Accounts receivable, net | | 1,697,298 | | | | 1,362,969 |
| Accounts receivable-related parties | | 64,663 | | | | 54,230 |
| Inventories | | 3,195,660 | | | | 3,113,733 |
| Other current assets | | 351,428 | | | | 163,131 |
| Total current assets | | 6,079,405 | | | | 5,431,338 |
| | | | | | | |
| Property, plant and equipment, net | | 8,493,550 | | | | 8,117,988 |
| Intangible assets, net | | 206,549 | | | | 227,234 |
| Goodwill | | 477,471 | | | | 477,471 |
| Other assets | | 708,055 | | | | 681,202 |
| Total assets | $ | 15,965,030 | | | $ | 14,935,233 |
| Liabilities and Equity | | | | | | |
| Current liabilities | | | | | | |
| Accounts payable | $ | 1,201,459 | | | $ | 972,645 |
| Accounts payable-related parties | | 13,306 | | | | 7,267 |
| Income taxes payable | | 3,088 | | | | 3,783 |
| Accrued payroll and benefits | | 302,245 | | | | 373,216 |
| Accrued expenses | | 435,199 | | | | 366,682 |
| Current maturities of long-term debt | | 1,429 | | | | 426,990 |
| Total current liabilities | | 1,956,726 | | | | 2,150,583 |
| | | | | | | |
| Long-term debt | | 3,781,026 | | | | 2,804,017 |
| Deferred income taxes | | 1,105,134 | | | | 902,186 |
| Other liabilities | | 151,819 | | | | 133,201 |
| Total liabilities | | 6,994,705 | | | | 5,989,987 |
| | | | | | | |
| Commitments and contingencies | | | | | | |
| | | | | | | |
| Redeemable noncontrolling interests | | 141,226 | | | | 171,212 |
| | | | | | | |
| **E |
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Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Forward-Looking Statements
This report contains some predictive statements about future events, including statements related to conditions in domestic or global economies, conditions in steel, aluminum, and recycled metals market places, Steel Dynamics' revenues, costs of purchased materials, future profitability and earnings, and the operation of new, existing or planned facilities. These statements, which we generally precede or accompany by such typical conditional words as "anticipate", "intend", "believe", "estimate", "plan", "seek", "project", or "expect", or by the words "may", "will", or "should", are intended to be made as "forward-looking", subject to many risks and uncertainties, within the safe harbor protections of the Private Securities Litigation Reform Act of 1995. These statements speak only as of this date and are based upon information and assumptions, which we consider reasonable as of this date, concerning our businesses and the environments in which they operate. Such predictive statements are not guarantees of future performance, and we undertake no duty to update or revise any such statements. Some factors that could cause such forward-looking statements to turn out differently than anticipated include: (1) domestic and global economic factors; (2) global steelmaking overcapacity and imports of steel, together with increased scrap prices; (3) pandemics, epidemics, widespread illness or other health issues; (4) the cyclical nature of the steel industry and the industries we serve; (5) volatility and major fluctuations in prices and availability of scrap metal, scrap substitutes and supplies, and our potential inability to pass higher costs on to our customers; (6) cost and availability of electricity, natural gas, oil, and other energy resources are subject to volatile market conditions; (7) increased environmental, greenhouse gas emissions and sustainability considerations from our customers and investors or related regulations; (8) compliance with and changes in environmental and remediation requirements; (9) significant price and other forms of competition from other steel and aluminum producers, scrap processors and alternative materials; (10) availability of an adequate source of supply of scrap for our metals recycling operations; (11) cybersecurity threats and risks to the security of our sensitive data and information technology; (12) the implementation of our growth strategy; (13) our ability to retain, develop and attract key personnel; (14) litigation and legal compliance; (15) unexpected equipment downtime or shutdowns; (16) governmental agencies may refuse to grant or renew some of our licenses and permits; (17) our senior unsecured credit facility contains, and any future financing agreements may contain, restrictive covenants that may limit our flexibility; and (18) the impacts of impairment charges.
More specifically, we refer you to our more detailed explanation of these and other factors and risks that may cause such predictive statements to turn out differently, as set forth in our most recent Annual Report on Form 10-K under the headings Special Note Regarding Forward-Looking Statements and Risk Factors for the year ended December 31, 2024, in our quarterly reports on Form 10-Q, or in other reports which we from time to time file with the Securities and Exchange Commission. These reports are available publicly on the Securities and Exchange Commission website, www.sec.gov, and on our website, www.steeldynamics.com under “Investors – SEC Filings.”
Description of the Business
We are one of the largest domestic steel producers and metals recyclers in the United States, based on estimated steelmaking and steel coating capacity of approximately 16 million tons and actual metals recycling volumes, with one of the most diversified product and end market portfolios in the domestic steel industry, combined with meaningful downstream steel fabrication operations. We are currently continuing with commissioning and startup of our aluminum operations to further diversify our end markets with plans to supply aluminum flat rolled products with high recycled content to the countercyclical sustainable beverage can industry, in addition to the automotive and industrial sectors. Our primary sources of revenue are currently from the manufacture and sale of steel products, the processing and sale of recycled ferrous and nonferrous metals, and the fabrication and sale of steel joists and deck products.
Operating Statement Classifications
Net Sales. Net sales from our operations are a factor of volumes shipped, product mix, and related pricing. We charge premium prices for certain grades of steel, product dimensions, certain smaller volumes, and for value-added processing or coating of our steel products. Except for the steel fabrication operations, we recognize revenues from sales and the allowance for estimated returns and claims from these sales at the point in time control of the product transfers to the customer, upon shipment or delivery. Our steel fabrication operations recognize revenues over time based on completed fabricated tons to date as a percentage of total tons required for each contract.
Costs of Goods Sold. Our costs of goods sold represent all direct and indirect costs associated with the manufacture of our products. The principal elements of these costs are scrap and scrap substitutes (which represent the most significant single component of our consolidated costs of goods sold), steel substrate, direct and indirect labor and related benefits, alloys, zinc, transportation and freight, repairs and maintenance, utilities such as electricity and natural gas, and depreciation.
Selling, General and Administrative Expenses. Selling, general and administrative expenses consist of all costs associated with our sales, finance and accounting, and administrative departments, including, among other items, labor and related benefits, and professional services.
Companywide profit sharing and amortization of intangible assets are each separately presented in the statements of income.
Interest Expense, net of Capitalized Interest. Interest expense consists of interest associated with our senior credit facilities and other debt, net of interest costs that are required to be capitalized during the construction period of certain capital investment projects.
Other (Income) Expense, net. Other income consists of interest income earned on our temporary cash deposits, short-term and other investments, and any other non-operating income activity, including income from investments in unconsolidated affiliates accounted for under the equity method. Other expense consists of any non-operating costs, such as certain acquisition and financing expenses.
Results Overview
In the third quarter of 2025 we achieved record quarterly steel shipments of 3.6 million tons. Our metals recycling operations benefitted from higher domestic steel industry demand, while our steel fabrication segment continued to experience consistently strong order activity as realized average selling prices declined slightly.
Consolidated operating income increased $112.3 million, or 28%, to $507.8 million for the third quarter of 2025, compared to the third quarter of 2024 as steel and metals recycling operations metal spreads expanded. Third quarter 2025 net income attributable to Steel Dynamics, Inc. increased $85.9 million, or 27%, to $403.7 million, compared to the third quarter of 2024, consistent with increased operating income.
Consolidated operating income decreased $539.8 million, or 32%, to $1.2 billion for the first nine months of 2025, compared to the first nine months of 2024. First nine months 2025 net income attributable to Steel Dynamics, Inc. decreased $410.3 million, or 31%, to $919.6 million, compared to the first nine months of 2024, consistent with decreased operating income.
Segment Operating Results 2025 vs. 2024 (dollars in thousands)
| | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | | | | | | | | | | | | | | |
| | Three Months Ended September 30, | | Nine Months Ended September 30, | ||||||||||||
| | 2025 | | % Change | | | 2024 | | 2025 | | % Change | | 2024 | |||
| Net sales: | | | | | | | | | | | | | | | |
| Steel Operations Segment | $ | 3,650,856 | | 21% | | $ | 3,024,008 | | $ | 10,189,415 | | 4% | | $ | 9,786,498 |
| Metals Recycling Operations Segment | | 1,134,127 | | 10% | | | 1,029,677 | | | 3,368,787 | | 6% | | | 3,181,046 |
| Steel Fabrication Operations Segment | | 378,259 | | (16)% | | | 449,803 | | | 1,071,394 | | (22)% | | | 1,375,302 |
| Aluminum Operations Segment | | 104,444 | | 26% | | | 83,209 | | | 298,658 | | 26% | | | 237,169 |
| Other | | 320,763 | | (22)% | | | 411,733 | | | 1,030,600 | | (11)% | | | 1,163,985 |
| | | 5,588,449 | | | | | 4,998,430 | | | 15,958,854 | | | | | 15,744,000 |
| Intra-company | | (760,234) | | | | | (656,815) | | | (2,196,321) | | | | | (2,075,748) |
| | $ | 4,828,215 | | 11% | | $ | 4,341,615 | | $ | 13,762,533 | | 1% | | $ | 13,668,252 |
| | | | | | | | | | | | | | | | |
| Operating income (loss): | | | | | | | | | | | | | | | |
| Steel Operations Segment | $ | 496,792 | | 65% | | $ | 301,254 | | $ | 1,106,748 | | (22)% | | $ | 1,410,805 |
| Metals Recycling Operations Segment | | 31,533 | | 414% | | | 6,134 | | | 78,533 | | 88% | | | 41,725 |
| Steel Fabrication Operations Segment | | 107,020 | | (35)% | | | 165,592 | | | 316,880 | | (40)% | | | 524,672 |
| Aluminum Operations Segment | | (56,510) | | (157)% | | | (22,018) | | | (125,872) | | (190)% | | | (43,435) |
| Other | | (72,051) | | (20)% | | | (60,154) | | | (204,143) | | 12% | | | (231,961) |
| | | 506,784 | | | | | 390,808 | | | 1,172,146 | | | | | 1,701,806 |
| Intra-company | | 973 | | | | | 4,629 | | | (6,390) | | | | | 3,729 |
| | $ | 507,757 | | 28% | | $ | 395,437 | | $ | 1,165,756 | | (32)% | | $ | 1,705,535 |
| Steel Operations Segment |
|---|
Steel operations include our EAF steel mills, including Butler Flat Roll Division, Columbus Flat Roll Division, Southwest-Sinton Flat Roll Division, Structural and Rail Division, Engineered Bar Products Division, Roanoke Bar Division, and Steel of West Virginia; steel coating and processing operations at The Techs, Heartland Flat Roll Division, United Steel Supply, and Vulcan Threaded Products, Inc.; warehouse operations in Mexico; and a 75% controlling equity interest in SDI Biocarbon Solutions, LLC. Steel operations accounted for 73% and 67% of our consolidated net sales during the three-month periods ending September 30, 2025, and 2024, respectively, and 72% and 69% during the nine-month periods ended September 30, 2025 and 2024, respectively.
Steel Operations Segment Shipments (tons):
| | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|
| | | | | | | | | | | | |
| | Three Months Ended September 30, | | Nine Months Ended September 30, | ||||||||
| | 2025 | | % Change | | 2024 | | 2025 | | % Change | | 2024 |
| | | | | | | | | | | | |
| Total shipments | 3,613,330 | | 14% | | 3,181,377 | | 10,444,667 | | 8% | | 9,640,171 |
| Intra-segment shipments | (348,469) | | | | (320,674) | | (1,038,297) | | | | (1,001,795) |
| Steel Operations Segment shipments | 3,264,861 | | 14% | | 2,860,703 | | 9,406,370 | | 9% | | 8,638,376 |
| | | | | | | | | | | | |
| External shipments | 3,162,805 | | 15% | | 2,754,853 | | 9,123,456 | | 10% | | 8,311,539 |
Steel Operations Segment Results 2025 vs. 2024
During the third quarter of 2025, our steel operations achieved record shipments of 3.6 million tons (3.3 million excluding intra-segment) as imports declined from the elevated levels seen earlier in the year. We continue to observe some hesitancy from customers due to trade uncertainties, despite several encouraging demand drivers—such as manufacturing onshoring, infrastructure program funding, lower interest rates, and the increasing regionalization of supply chains in the US. Third quarter 2025 total steel segment average selling prices increased 6%, or $61 per ton, compared to the third quarter of 2024, while segment shipments increased 14%. Net sales for the steel operations in the third quarter of 2025 increased 21% compared to the same period in 2024, due to the increased segment shipments, coupled with increased average selling prices. Net sales for the steel operations increased 4% in the first nine months of 2025 when compared to the same period in 2024, primarily due to increased segment shipments offsetting decreased average selling prices, particularly in the first quarter of 2025.
Metallic raw materials used in our electric arc furnaces represent our single most significant steel manufacturing cost, generally comprising approximately 55% to 65% of our steel mill operations’ manufacturing costs. Our metallic raw material cost per net ton consumed in our steel mills increased $14 per ton, or 4%, in the third quarter of 2025, compared to the same period in 2024, consistent with overall increased domestic ferrous scrap pricing noted below in the Metals Recycling Operations segment discussion. In the first nine months of 2025, our metallic raw material cost per ton was flat compared to the same period in 2024.
In the third quarter of 2025, as a result of average selling prices rising more than scrap costs, metal spread (which we define as the difference between average steel mill selling prices and the cost of ferrous scrap consumed in our steel mills) increased 7% compared to the third quarter of 2024. As a result of this metal spread expansion, operating income for the steel operations increased 65%, to $496.8 million, in the third quarter of 2025, compared to the same period in 2024. First nine months 2025 operating income decreased 22%, to $1.1 billion, compared to the first nine months of 2024 due primarily to a 7% decrease in metal spread, as average selling prices decreased more than scrap costs despite higher shipment volume.
| Metals Recycling Operations Segment |
|---|
Metals recycling operations include our OmniSource ferrous and nonferrous processing, transportation, marketing, brokerage, and scrap management services throughout the United States and in Central and Northern Mexico. Our steel mills utilize a large portion of the ferrous scrap sold by our metals recycling operations as raw material in our steelmaking operations, and the remainder is sold to other consumers, such as other steel manufacturers and foundries. In the third quarters of 2025 and 2024, 66% and 63%, respectively, of metals recycling operations ferrous scrap was sold to our own steel mills, while our steel mill utilization was 88% and 80% in the third quarters of 2025 and 2024, respectively. Metals recycling operations accounted for 11% and 12% of our consolidated net sales during the three-month periods ending September 30, 2025, and 2024, respectively, and 12% and 11% during the nine-month periods ending September 30, 2025, and 2024, respectively.
Metals Recycling Operations Segment Shipments:
| | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|
| | | | | | | | | | | | |
| | Three Months Ended September 30, | | Nine Months Ended September 30, | ||||||||
| | 2025 | | % Change | | 2024 | | 2025 | | % Change | | 2024 |
| Ferrous metal (gross tons) | | | | | | | | | | | |
| Total | 1,590,153 | | 9% | | 1,461,810 | | 4,639,168 | | 5% | | 4,429,523 |
| Inter-company | (1,052,133) | | | | (924,728) | | (2,998,508) | | | | (2,764,348) |
| External shipments | 538,020 | | 0% | | 537,082 | | 1,640,660 | | (1)% | | 1,665,175 |
| | | | | | | | | | | | |
| Nonferrous metals (thousands of pounds) | | | | | | | | | | | |
| Total | 242,842 | | 1% | | 241,292 | | 721,499 | | (2)% | | 739,057 |
| Inter-company | (53,799) | | | | (44,556) | | (142,780) | | | | (137,720) |
| External shipments | 189,043 | | (4)% | | 196,736 | | 578,719 | | (4)% | | 601,337 |
Metals Recycling Operations Segment Results 2025 vs. 2024
During the third quarter of 2025, our metals recycling operations benefitted from increased domestic steel mill utilization, resulting in near record quarterly ferrous shipments. Ferrous scrap shipments increased 9% compared to the same period in 2024 while nonferrous shipments increased 1%. Ferrous scrap average selling prices increased 6% during the third quarter of 2025 compared to the same period in 2024, while nonferrous scrap prices increased 3%, resulting in an overall 10% increase in segment net sales. Ferrous metal spreads (which we define as the difference between average selling prices and the cost of purchased scrap) increased 3% during the third quarter of 2025 compared to the same period in 2024, and nonferrous metal spreads increased 74%, particularly due to copper. As a result of the increased metals spreads, particularly within nonferrous, metals recycling operations operating income increased 414% to $31.5 million in the third quarter of 2025 compared to the third quarter of 2024.
Net sales for our metals recycling operations in the first nine months of 2025 increased 6% compared to the same period in 2024, driven by increased ferrous volumes and increased selling prices for both ferrous and nonferrous metals. Ferrous scrap average selling prices increased 2% during the first nine months of 2025 compared to the same period in 2024, while nonferrous average selling prices increased 7%. Ferrous shipments increased 5% and nonferrous shipments decreased 2% in the first nine months of 2025 compared to the first nine months of 2024. Ferrous metal spreads were flat, while nonferrous metal spreads increased 32% in the first nine months of 2025 compared to the first nine months of 2024. As a result of the combination of these volume and metal spread changes, metals recycling operations operating income in the first nine months of 2025 of $78.5 million increased 88% from the first nine months of 2024.
| Net sales for our metals recycling operations in the first nine months of 2025 increased 6% compared to the same period in 2024, driven by increased ferrous volumes and increased selling prices for both ferrous and nonferrous metals. Ferrous scrap average selling prices increased 2% during the first nine months of 2025 compared to the same period in 2024, while nonferrous average selling prices increased 7%. Ferrous shipments increased 5% and nonferrous shipments decreased 2% in the first nine months of 2025 compared to the first nine months of 2024. Ferrous metal spreads were flat, while nonferrous metal spreads increased 32% in the first nine months of 2025 compared to the first nine months of 2024. As a result of the combination of these volume and metal spread changes, metals recycling operations operating income in the first nine months of 2025 of $78.5 million increased 88% from the first nine months of 2024.Net sales for our metals recycling operations in the first nine months of 2025 increased 6% compared to the same period in 2024, driven by increased ferrous volumes and increased selling prices for both ferrous and nonferrous metals. Ferrous scrap average selling prices increased 2% during the first nine months of 2025 compared to the same period in 2024, while nonferrous average selling prices increased 7%. Ferrous shipments increased 5% and nonferrous shipments decreased 2% in the first nine months of 2025 compared to the first nine months of 2024. Ferrous metal spreads were flat, while nonferrous metal spreads increased 32% in the first nine months of 2025 compared to the first nine months of 2024. As a result of the combination of these volume and metal spread changes, metals recycling operations operating income in the first nine months of 2025 of $78.5 million increased 88% from the first nine months of 2024. |
|---|
| Steel Fabrication Operations Segment |
Steel fabrication operations include our New Millennium Building Systems’ joist and deck plants located throughout the United States, and in Northern Mexico. Revenues from these plants are generated from the fabrication of girders, steel joists and steel deck used within the non-residential construction industry. Steel fabrication operations accounted for 8% of our consolidated net sales during the three-month and nine-month periods ending September 30, 2025, and 10% during the three-month and nine-month periods ending September 30, 2024.
Steel Fabrication Operations Segment Results 2025 vs. 2024
Net sales for the steel fabrication operations decreased 16% during the third quarter of 2025 compared to the same period in 2024, as average selling prices decreased $341 per ton, or 12%, and volume decreased 4% from the third quarter of 2024. While demand remained historically strong, the third quarter of 2025 sales volumes were down compared to the third quarter of 2024, with continued declining selling prices, as industry average selling prices continue to move toward pre-pandemic levels. Our steel fabrication operations continue to benefit from the solid non-residential construction market, continued onshoring of manufacturing, and the U.S. infrastructure program, as evidenced by an order backlog that extends through the first quarter of 2026. Net sales for the segment decreased 22% during the first nine months of 2025, compared to the same period in 2024, as volume decreased 8%, and average selling prices decreased 15%.
The purchase of various steel products is the largest single cost of production for our steel fabrication operations, historically representing approximately two-thirds of the total cost of manufacturing. The average cost per ton of steel consumed decreased 4% in the third quarter of 2025 compared to the same period in 2024. Metal spread (which we define as the difference between average selling prices and the cost of purchased steel) contracted 17% in the third quarter of 2025 compared to the same period in 2024. Metal spread compression coupled with decreased volume resulted in operating income decreasing 35% to $107.0 million in the third quarter 2025, compared to $165.6 million in the same period in 2024. For the first nine months of 2025, operating income decreased 40% to $316.9 million compared to the first nine months of 2024, as a result of an 18% decrease in metal spread, coupled with decreased volumes.
| Aluminum Operations Segment |
Aluminum operations include our recycled aluminum flat rolled products mill nearing completion of construction in Columbus, Mississippi, two satellite recycled aluminum slab centers in the southwest United States and Central Mexico, and an ancillary recycled aluminum deox-rod facility, formerly included in the results of our metals recycling operations segment. We successfully produced and sold our first aluminum coils late in the second quarter of 2025, and we expect volume to steadily increase as we continue to commission and ramp operations. The results of this segment largely consist of construction, start-up, and commissioning costs recorded in selling, general, and administrative expenses, which continued to increase in the third quarter of 2025, consistent with increased headcount and start-up costs.
| |
|---|
| Other Consolidated Results |
Third Quarter Consolidated Results 2025 vs. 2024
Selling, General and Administrative Expenses. Selling, general and administrative expenses of $200.8 million during the third quarter of 2025 increased 20% from $167.7 million during the third quarter of 2024 primarily due to an increase in payroll and benefits expense and the ongoing commissioning related to the growth of the aluminum operations segment during 2025. Selling, general and administrative expenses represented 4.2% and 3.9% of net sales during the third quarters of 2025 and 2024, respectively.
Profit sharing expense during the third quarter of 2025 of $42.4 million increased 23% from $34.4 million during the same period in 2024, consistent with increased pretax earnings. This increase in profit sharing expense was the primary driver of increased operating loss for our other operations of 20% in the third quarter of 2025 compared to the same period in 2024. Profit sharing expense for eligible employees is 8% of consolidated pretax income excluding noncontrolling interests and other items.
Interest Expense, net of Capitalized Interest. During the third quarter of 2025, net interest expense of $13.6 million decreased 20% from $17.1 million during the third quarter of 2024. This decrease is primarily a result of higher capitalized interest during the third quarter of 2025 compared to the same period in 2024 due to ongoing construction and expansion projects, primarily within our aluminum operations.
Other (Income) Expense, net. Net other income was $19.7 million in the third quarter of 2025, compared to $29.7 million in the third quarter of 2024, a decrease of $10.0 million due primarily to decreased interest income due to lower invested cash balances during 2025.
Income Tax Expense. Third quarter 2025 income tax expense of $109.9 million, at an effective income tax rate of 21.4%, increased 26% compared to $87.1 million, also at an effective income tax rate of 21.4%, during the third quarter of 2024, consistent with increased pretax earnings.
First Nine Months Consolidated Results 2025 vs. 2024
Selling, General and Administrative Expenses. Selling, general and administrative expenses of $580.7 million during the first nine months of 2025 increased 19% from $487.2 million during the first nine months of 2024 primarily due to an increase in payroll and benefits expense related to the execution of our growth strategy during 2025. Selling, general and administrative expenses represented 4.2% and 3.6% of net sales during the first nine months of 2025 and 2024, respectively.
Profit sharing expense during the first nine months of 2025 of $95.8 million decreased 34% from $145.1 million during the same period in 2024, consistent with decreased pretax earnings. This decrease in profit sharing expense was the primary driver of decreased operating loss for our other operations of 12% in the first nine months of 2025 compared to the same period in 2024.
Interest Expense, net of Capitalized Interest. During the first nine months of 2025, interest expense of $43.1 million increased 3% from $41.8 million during the first nine months of 2024. This increase is primarily a result of
higher outstanding long-term debt balances during the first nine months of 2025 compared to the same period in 2024 due to our issuance of senior unsecured notes in March 2025.
Other (Income) Expense, net. Net other income was $59.7 million in the first nine months of 2025, compared to $75.2 million in the first nine months of 2024, a decrease of $15.5 million due primarily to the impact of decreased interest income due to lower invested cash balances in the first nine months of 2025 compared to the same period in 2024.
Income Tax Expense. First nine months 2025 income tax expense of $259.6 million, at an effective income tax rate of 22.0%, decreased 35% compared to $398.8 million, at an effective income tax rate of 22.9%, during the first nine months of 2024, consistent with decreased pretax earnings. In July 2025, U.S. Congress enacted the One Big Beautiful Bill Act (“OBBBA”), which included significant provisions modifying the U.S. tax framework. These legislative changes did not and are not expected to have a material impact on our third quarter and future effective tax rates, tax liabilities, and cash taxes. As required by ASC 740, Income Taxes, the estimated impact of the OBBBA has been included in our financial results in the third quarter of 2025, the period of enactment.
Liquidity and Capital Resources
Capital Resources and Long-term Debt. Our business is capital intensive and requires substantial expenditures for, among other things, the purchase and maintenance of equipment used in our operations, and to remain in compliance with environmental laws. Our short-term and long-term liquidity needs arise primarily from working capital requirements, capital expenditures, including expansion projects, principal and interest payments related to our outstanding indebtedness, dividends to our shareholders, potential stock repurchases and acquisitions or investments. We have met and intend to continue to meet these liquidity requirements primarily with available cash and cash provided by operations, long-term borrowings, and we also have availability under our unsecured Revolver. Our liquidity at September 30, 2025, is as follows (in thousands):
| | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|
| | | | | | | | | | |
| | | | Cash and equivalents | | $ | 770,356 | | | |
| | | | Other investments | | | 245,569 | | | |
| | | | Revolver availability | | | 1,190,640 | | | |
| | | | Total liquidity | | $ | 2,206,565 | | | |
Our total outstanding debt of $3.8 billion increased $551.4 million compared to December 31, 2024, due to our issuance of senior unsecured notes in March 2025 as described in Note 3, the proceeds of which may be used for general corporate purposes, which included the repayment at maturity of our $400.0 million 2.400% notes due June 2025, and may include working capital, capital expenditures, advances for or investments in our subsidiaries, acquisitions, redemption and repayment of other outstanding indebtedness, and purchases of our common stock. Our total long-term debt to capitalization ratio (representing our long-term debt, including current maturities, divided by the sum of our long-term debt, redeemable noncontrolling interests, and our total stockholders’ equity) was 29.7% and 26.5% at September 30, 2025, and December 31, 2024, respectively.
Our unsecured credit agreement has a senior unsecured revolving credit facility (Facility), which provides a $1.2 billion Revolver and matures in July 2028. Subject to certain conditions, we have the ability to increase the Facility size by $500.0 million. The unsecured Revolver is available to fund working capital, capital expenditures, and other general corporate purposes. The Facility contains financial covenants and other covenants pertaining to our ability to incur indebtedness and permit liens on certain assets. Our ability to borrow funds within the terms of the unsecured Revolver is dependent upon our continued compliance with the financial and other covenants. At September 30, 2025, we had $1.2 billion of availability on the Revolver, $9.4 million of outstanding letters of credit and other obligations which reduce availability, and there were no borrowings outstanding.
The financial covenants under our Facility state that we must maintain an interest coverage ratio of not less than 2.50:1.00. Our interest coverage ratio is calculated by dividing our last-twelve-months (LTM) consolidated Adjusted EBITDA as defined in the Facility (earnings before interest, taxes, depreciation, amortization, and certain other non-cash
transactions as defined in the Facility) by our LTM gross interest expense, less amortization of financing fees. In addition, a debt to capitalization ratio of not more than 0.60:1.00 must be maintained. At September 30, 2025, our interest coverage ratio and debt to capitalization ratio were 13.50:1.00 and 0.30:1.00, respectively. We were in compliance with these covenants at September 30, 2025, and we anticipate we will continue to be in compliance during the next twelve months.
Working Capital (representing excess of current assets over current liabilities). We generated cash flow from operations of $1.2 billion in the first nine months of 2025 compared to $1.5 billion in the same 2024 period. Working capital increased $841.9 million, or 26%, during the first nine months of 2025 to $4.1 billion at September 30, 2025, due primarily to the issuance of our $600.0 million 5.250% notes due in May 2035 and $400.0 million 5.750% notes due in May 2055, offset by the repayment of our $400.0 million of 2.400% senior notes in June 2025, as well as a $344.8 million dollar increase in accounts receivable consistent with increased steel prices and sales volumes in the third quarter of 2025 compared to the fourth quarter of 2024.
Capital Investments. During the first nine months of 2025, we invested $759.5 million in property, plant and equipment, primarily within our aluminum operations and steel operations segments, compared with $1.4 billion invested during the same period in 2024. We are nearing completion of construction of our recycled aluminum flat rolled products mill with two new supporting satellite recycled aluminum slab centers, which are being funded by available cash and cash flow from operations. Related expenditures began in the third quarter of 2022 and have continued through 2025. Our liquidity of $2.2 billion and anticipated future operating cash flow generation is sufficient to provide for our planned 2025 capital requirements.
Cash Dividends. As a reflection of continued confidence in our current and future cash flow generation capability and financial position, we increased our quarterly cash dividend by 9% to $0.50 per share in the first quarter of 2025 (from $0.46 per share for each quarter in 2024), resulting in declared cash dividends of $221.7 million during the first nine months of 2025, compared to $214.6 million during the same period in 2024. We paid cash dividends of $218.1 million and $212.2 million during the first nine months of 2025 and 2024, respectively. Our board of directors, along with executive management, approves the payment of dividends on a quarterly basis. The determination to pay cash dividends in the future is at the discretion of our board of directors, after taking into account various factors, including our financial condition, results of operations, outstanding indebtedness, current and anticipated cash needs and growth plans.
Other. Our board of directors has authorized share repurchase programs during prior years and the current year, the most recent of which occurred in February 2025 for a program of up to $1.5 billion of the company’s common stock. Under the share repurchase programs, purchases take place as and when we determine in open market or private transactions made based upon the market price of our common stock, the nature of other investment opportunities or growth projects, our cash flows from operations, and general economic conditions. The share repurchase programs do not require us to acquire any specific number of shares, and may be modified, suspended, extended, or terminated by us at any time. The share repurchase programs do not have an expiration date. There were $660.6 million and $917.0 million of share repurchases during the first nine months of 2025 and 2024, respectively. As of September 30, 2025, we had $1.0 billion remaining available to purchase under the February 2025 share repurchase program.
Our ability to meet our debt service obligations and reduce our total debt will depend upon our future performance which, in turn, will depend upon general economic, financial, and business conditions, along with competition, legislation and regulatory factors that are largely beyond our control. In addition, we cannot assure that our operating results, cash flows, access to credit markets and capital resources will be sufficient for repayment of our indebtedness in the future. We believe that based upon current levels of operations and anticipated growth, cash flows from operations, together with other available sources of funds, including borrowings under our Facility, if necessary, will be adequate for the next twelve months for making required payments of principal and interest on our indebtedness, funding working capital requirements, and funding anticipated capital expenditures.
Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Commodity Risk
In the normal course of business, we are exposed to the market risk and price fluctuations related to the sale of our products and to the purchase of raw materials used in our operations, such as metallic raw materials, electricity, water, natural gas and its transportation services, fuel, air products, zinc, and electrodes. Our risk strategy associated with product sales has generally been to obtain competitive prices for our products and to allow operating results to reflect market price movements dictated by supply and demand.
Our risk strategy associated with the purchase of raw materials utilized within our operations has generally been to make some commitments with suppliers relating to future expected requirements for some commodities such as electricity, water, natural gas and its transportation services, fuel, air products, zinc, and electrodes. Certain of these commitments contain provisions which require us to “take or pay” for specified quantities without regard to actual usage for periods of generally up to 5 years for physical commodity requirements and commodity transportation requirements, with some extending beyond, and for up to 15 years for air products and 27 years for water products. We utilized such “take or pay” requirements during the past three years under these contracts. We believe that production requirements will be such that consumption of the products or services purchased under these commitments will occur in the normal production process.
In our metals recycling, aluminum, and steel operations, we have certain fixed price contracts with various customers and suppliers for future delivery of nonferrous and ferrous metals. Our risk strategy has been to enter into base metal financial contracts with the goal to protect the profit margin, within certain parameters, that was contemplated when we entered into the transaction with the customer or vendor. As of September 30, 2025, substantially all of these financial contracts have a settlement date within the next twelve months. We believe the customer contracts associated with the financial contracts will be fully consummated.
Item 4. CONTROLS AND PROCEDURES
| (a) | Evaluation of Disclosure Controls and Procedures |
|---|
As required, we carried out an evaluation, under the supervision and with the participation of our principal executive officer and principal financial officer, of the effectiveness of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the Exchange Act). Based on this evaluation, our principal executive officer and principal financial officer concluded that, as of September 30, 2025, the end of the period covered by this quarterly 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 officers, as appropriate to allow timely decisions regarding required disclosure.
| (b) | Changes in Internal Controls Over Financial Reporting |
|---|
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 September 30, 2025, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
PART II OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS
We are involved in various litigation matters, including administrative proceedings, regulatory proceedings, governmental investigations, environmental matters, and commercial and construction contract disputes, none of which are currently expected to have a material impact on our financial condition, results of operations, or liquidity.
We may also be involved from time to time in various governmental investigations, regulatory proceedings or judicial actions seeking penalties, injunctive relief, and/or remediation under federal, state and local environmental laws and regulations. The United States EPA has conducted such investigations and proceedings involving us, in some instances along with state environmental regulators, under various environmental laws, including RCRA, CERCLA, the Clean Water Act and the Clean Air Act. Some of these matters have resulted in fines or penalties, exclusive of interest and costs, which did not exceed $1 million in aggregate, as of September 30, 2025.
Item 1A. RISK FACTORS
No material changes have occurred to the indicated risk factors as disclosed in our Annual Report on Form 10-K for the year ended December 31, 2024.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
(c) Issuer Purchases of Equity Securities
We purchased the following equity securities registered by us pursuant to Section 12 of the Exchange Act during the three-month period ended September 30, 2025.
| | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Period | | Total Number of Shares Purchased | | Average Price Paid per Share | | Total Number of Shares Purchased as Part of Publicly Announced Programs (1) | | Maximum Dollar Value of Shares That May Yet be Purchased Under the Programs**(in thousands)** (1) | |||||
| Quarter ended September 30, 2025 | | | | | | | | | | | | ||
| | | | | | | | | | | | | | |
| July 1 - 31 | | 361,680 | | | $ | 131.25 | | | 361,680 | | | $ | 1,200,856 |
| August 1 - 31 | | 941,719 | | | | 126.38 | | | 941,719 | | | | 1,083,036 |
| September 1 - 30 | | 321,465 | | | | 136.56 | | | 321,465 | | | | 1,039,579 |
| | | 1,624,864 | | | | | | | 1,624,864 | | | | |
| (1) | In February 2025, our board of directors authorized a share repurchase program of up to $1.5 billion of the company’s common stock. |
|---|
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
None.
Item 5. OTHER INFORMATION
During the three-month period ended September 30, 2025, none of the Company’s directors or executive officers adopted, modified or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement” as such terms are defined under Item 408 of Regulation S-K.
Item 6. EXHIBITS
Reference is made to the Exhibit Index preceding the signature page hereto, which Exhibit Index is hereby incorporated into this item.
EXHIBIT INDEX
| * | Filed concurrently herewith |
|---|
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| October 24, 2025 | | |
|---|---|---|
| | | |
| | | STEEL DYNAMICS, INC. |
| | | |
| | By: | /s/ Theresa E. Wagler |
| | | Theresa E. Wagler |
| | | Executive Vice President and Chief Financial Officer |
| | | (Principal Financial Officer and Principal Accounting Officer) |