8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC  20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported) July 20, 2011 (July 18, 2011)

STEEL DYNAMICS, INC.

(Exact name of registrant as specified in its charter)

Indiana	0-21719	35-1929476
(State or other jurisdiction	(Commission File Number)	(IRS Employer
of incorporation)		Identification No.)

7575 West Jefferson Blvd, Fort Wayne, Indiana 46804

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code:  260-969-3500

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition.

On July 18, 2011, Steel Dynamics, Inc. issued a press release titled “Steel Dynamics Reports Second Quarter 2011 Results.”  The full text of the press release, together with the exhibits thereto, is furnished herewith as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

The following exhibit is furnished with this report:

Exhibit Number	Description
99.1	A press release dated July 18, 2011, titled “Steel Dynamics Reports Second Quarter 2011 Results.”

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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 hereto duly authorized.

		STEEL DYNAMICS, INC.
		/s/Theresa E. Wagler
Date: July 20, 2011	By:	Theresa E. Wagler
	Title:	Chief Financial Officer

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EX-99.1

Exhibit 99.1

Press Release July 18, 2011
	7575 West Jefferson Boulevard
	Fort Wayne, IN 46804-4131
	260.459.3553 Phone
	260.969.3590 Fax
	www.steeldynamics.com

Steel Dynamics Reports Second Quarter 2011 Results

FORT WAYNE, INDIANA, July 18, 2011— Steel Dynamics, Inc. (NASDAQ-GS: STLD) today announced second quarter net income of $99 million, or $0.43 per diluted share, on net sales of $2.1 billion. By comparison, second quarter 2010 net income was $49 million, or $0.22 per diluted share, on net sales of $1.6 billion, and first quarter 2011 net income was $106 million, or $0.46 per diluted share, on net sales of $2.0 billion.

On a consecutive quarterly basis, unrealized hedging gains at the company’s metals recycling operations were $9.5 million during the first quarter of 2011, as compared to an unrealized hedging loss of $4.8 million in the second quarter of 2011, resulting in a non-cash fluctuation in the company’s pretax earnings of $14.3 million, an estimated impact of approximately $0.04 per diluted share between quarters. Additionally, the company reduced its deferred income tax provision due to recent changes in Indiana tax law, which increased second quarter earnings approximately $0.01 per diluted share.

Second quarter 2011 steel shipments were 1.5 million tons, 15 percent higher than the second quarter of 2010 and nearly the same as the first quarter of 2011. The average external steel selling price per ton shipped for the second quarter increased $118 per ton to $947 from the second quarter 2010 average sales price of $829, and increased $57 per ton from the first quarter 2011 average sales price of $890.

Based on the tons of scrap melted at the five steel mills, the second quarter’s average ferrous scrap cost per ton charged increased $51 compared to the second quarter 2010, and increased $15 compared to the first quarter of 2011.

OmniSource’s ferrous shipments in the second quarter were 1.6 million gross tons, 15 percent higher than the second quarter of 2010 and 2 percent higher than the first quarter of 2011. OmniSource provided 54 percent of the ferrous scrap purchased by SDI’s steel mills during the second quarter.  Second quarter non-ferrous shipments were 255 million pounds, 8 percent higher than the second quarter of 2010, but 11 percent lower than the first quarter of 2011.

“Quarter over quarter operational earnings were essentially the same, although from different sources,” said Keith Busse, Chairman and CEO. “Operating income from our steel operations increased $21 million but was offset by a decrease in our metals recycling and ferrous resources operations of $36 million.  Operating performance of our steel operations improved in the second quarter, resulting in operating income of $217 million, or $153 per ton shipped, a 62 percent increase versus the same quarter last year and an 11 percent increase compared to the first quarter of 2011.

“We experienced some volatility in order bookings for flat-rolled steel during the second quarter, while bookings for other steel operations remained steady or slightly improved. While structural steel shipments of 179,000 tons were up 11 percent from the first quarter of 2011, demand for structural steel remains weak, causing our Structural and Rail Division to continue to operate well below its capacity. Augmenting the division’s revenues were rail shipments of 35,000 tons, up 14 percent compared to the first quarter of 2011. For the Engineered Bar Products Division, second quarter shipping volume of 144,000 tons was lower than the first quarter’s shipments of 159,000 tons due to a planned 10-day maintenance and equipment upgrade outage.  SBQ demand and the mill’s order backlog remain very strong,” Busse said.

“Operating income for OmniSource was $18 million in the second quarter, a decrease of $7 million in comparison to the second quarter of 2010, and a decrease of $31 million in comparison to the nearly record high achieved in the first quarter of 2011,” said Mark Millett, President and Chief Operating Officer.  “Second quarter non-ferrous stainless margins and shipping volumes decreased as a result of weaker demand from stainless mills, which were carrying higher than normal inventory levels.  As destocking occurs, we anticipate renewed ordering activity during the third quarter.  Additionally, while ferrous

shipping volumes increased slightly, margins compressed in comparison to those achieved in the first quarter of this year, which benefited from the sale of lower priced inventory into the strong January market.

“In our raw materials platform, Iron Dynamics continues to provide a consistent supply of liquid pig iron to the Flat Roll Division. We are also seeing progress made at the Mesabi Nugget operation. Second quarter production of iron nuggets increased to 38,000 metric tons, most of which shipped in April and June, as the planned May furnace reline outage lasted about three weeks. Start-up losses incurred by Mesabi Nugget in the second quarter negatively impacted consolidated earnings by $13 million, or approximately $0.03 per diluted share, after-tax. We expect nugget production volume to continue to improve in the second half of the year, and have an additional outage planned for September to install equipment that should further improve plant utilization,” Millett said.

“Looking ahead to the second half of 2011,” Busse said, “we believe continued slow improvement in the U.S. economy is possible and anticipate continued, yet uneven, buying activity as service center inventory levels remain relatively low, and consumption by such sectors as automotive, transportation, energy, industrial, agricultural, and construction equipment remains steady to growing slightly.  We will provide quantitative guidance regarding the third quarter in September, but barring any unforeseen changes in the economic climate, the third quarter should be fairly solid,” Busse concluded.

Second Quarter 2011 Reporting Segment Information

The following highlights second quarter 2011 results for each of SDI’s three primary reporting segments. References to segment operating income and operating income per ton in the following paragraphs exclude profit-sharing costs and amortization related to intangible assets.

Steel Operations. This segment includes five electric-arc-furnace steel mills and related steel finishing and processing facilities, including The Techs. The company’s steel operations produce flat-rolled steel, structural steel, merchant bars, special-bar-quality steel, rail, and specialty shapes. Steel operations represented 61 percent of the company’s second quarter 2011 external net sales and 59 percent of external net sales in the first quarter 2011.

Second quarter 2011 net sales for steel operations were $1.4 billion on shipments of 1.5 million tons, compared to net sales of $1.0 billion on shipments of 1.3 million tons during the same period in 2010, and $1.3 billion in net sales on shipments of 1.5 million tons in the first quarter of 2011 (including intra-segment and intra-company sales). The average external steel selling price for the second quarter increased $57 per ton to $947 from the first quarter 2011 average of $890. The second quarter’s average ferrous scrap cost per ton charged was $15 higher than the first quarter of 2011. Second quarter operating income for the steel segment was $217 million, or $153 per ton shipped, compared to $134 million, or $108 per ton, in the second quarter of 2010, and $196 million, or $138 per ton, in the first quarter of 2011.

Metals Recycling and Ferrous Resources.  This segment principally includes the company’s metals recycling operations (OmniSource Corporation), liquid pig iron manufacturing facility (Iron Dynamics), and iron nugget manufacturing start-up facility (Mesabi Nugget, which is 81 percent company owned).  Second quarter net sales and operating income for the segment were $1.1 billion and $11 million, respectively, as compared to $848 million and $15 million during the second quarter of 2010, and $1.1 billion and operating income of $47 million during the first quarter of 2011 (including intra-segment and intra-company sales). The segment represented 35 percent of the company’s second quarter 2011 external net sales versus 37 percent of the first quarter 2011 external net sales.

OmniSource’s second quarter 2011 ferrous shipments were 1.6 million gross tons and non-ferrous shipments were 255 million pounds, compared to ferrous shipments of 1.4 million gross tons and non-ferrous shipments of 237 million pounds for the second quarter of 2010, and ferrous shipments of 1.5 million gross tons and non-ferrous shipments of 287 million pounds for the first quarter of 2011. OmniSource’s ferrous scrap shipments to SDI’s steel mills were 42 percent of its ferrous scrap shipments during the second quarter versus 44 percent in the first quarter of 2011. During the second quarter, OmniSource supplied 655,000 gross tons of ferrous scrap to SDI’s steel operations, or approximately 54

2

percent of the tonnage of ferrous scrap purchased by the mills. Operating income for OmniSource for the second quarter of 2011 was $18 million as compared to $25 million during the second quarter of 2010 and $49 million in the first quarter of 2011.

Steel Fabrication Operations.  The New Millennium Building Systems steel fabrication operations fabricate steel joists, trusses, and decking used in the construction of non-residential buildings. Fabrication operations represented 3 percent of the company’s external net sales for both the first and second quarters of 2011.

Second quarter 2011 net sales for fabrication operations were $62 million on shipments of 48,000 tons, compared to $42 million on shipments of 42,000 tons during the same period in 2010, and $53 million on shipments of 44,000 tons during the first quarter of 2011 (including intra-company sales and shipments). Second quarter operating losses for the fabrication segment were $2 million, as compared to $5 million in the second quarter of 2010, and $3 million in the first quarter of 2011.

Forward-Looking Statements

This press release contains some predictive statements about future events, including statements related to conditions in the steel and scrap metal markets, Steel Dynamics’ revenues, costs, future earnings, and the operation of new or existing facilities or technologies. These statements 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. Such predictive statements are not guarantees of future performance, and actual results could differ materially from our current expectations.

Factors that could cause such predictive statements to turn out other than as anticipated or predicted include, among others: the effects of a prolonged or deepening recession on industrial demand; conditions in such steel consuming sectors as the automotive, consumer appliance or construction industries; the impact of domestic or foreign import price competition; difficulties in integrating or in realizing anticipated values from acquired businesses; risks and uncertainties involving new products or new technologies; changes in the availability or cost of steel scrap or scrap substitute materials; increases in energy costs; occurrence of unanticipated equipment failures and plant outages; labor unrest; and the effect of the elements on production or consumption.

More specifically, we refer you to SDI’s 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, 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, available publicly on the SEC Web site, www.sec.gov, and on the Steel Dynamics Web site, www.steeldynamics.com.

Forward-looking or predictive statements we make are based upon information and assumptions concerning our businesses and the environments in which they operate, which we consider reasonable as of the date on which these statements are made. Due to the foregoing risks and uncertainties however, as well as matters beyond our control which can affect forward-looking statements, we caution you that these statements speak only as of the date hereof.

Conference Call and Webcast

On Tuesday, July 19, 2011, at 10:00 a.m. Eastern time, Steel Dynamics will host a conference call in which management will discuss second quarter results. You are invited to listen to the live audio broadcast of the conference call over the Internet, accessible from the Steel Dynamics Web site:  www.steeldynamics.com

Dial-in information is available on our Web site. An audio replay of the Webcast and a downloadable podcast will be available from the SDI Web site. No telephone replay will be available.

Contact:    Fred Warner, Investor Relations Manager, (260) 969-3564 or fax (260) 969-3590

f.warner@steeldynamics.com

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Steel Dynamics, Inc.

CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)

(in thousands, except per share data)

	Three Months Ended						Six Months Ended						Three Months Ended
	June 30,						June 30,						March 31,
	2011			2010			2011			2010			2011
Net sales	$	2,079,731		$	1,632,799		$	4,095,700		$	3,188,589		$	2,015,969
Costs of goods sold	1,803,345			1,440,815			3,523,560			2,786,123			1,720,215
Gross profit	276,386			191,984			572,140			402,466			295,754
Selling, general and administrative expenses	63,631			55,957			128,772			113,117			65,141
Profit sharing	14,454			7,827			29,657			17,271			15,203
Amortization of intangible assets	10,082			11,565			20,166			23,146			10,084
Operating income	188,219			116,635			393,545			248,932			205,326
Interest expense, net of capitalized interest	44,812			43,448			88,158			80,963			43,346
Other income, net	(5,745		)	(3,521		)	(10,312		)	(6,602		)	(4,567		)
Income before income taxes	149,152			76,708			315,699			174,571			166,547
Income taxes	53,326			29,911			115,643			64,385			62,317
Net income	95,826			46,797			200,056			110,186			104,230
Net loss attributable to noncontrolling interests	2,884			2,410			4,557			3,990			1,673
Net income attributable to Steel Dynamics, Inc.	$	98,710		$	49,207		$	204,613		$	114,176		$	105,903
Basic earnings per share attributable to Steel Dynamics, Inc. stockholders	$	.45		$	.23		$	.94		$	.53		$	.49
Weighted average common shares outstanding	218,500			216,635			218,246			216,459			217,992
Diluted earnings per share attributable to Steel Dynamics, Inc. stockholders, including the effect of assumed conversions when dilutive	$	.43		$	.22		$	.89		$	.51		$	.46
Weighted average common shares and equivalents outstanding	236,266			234,600			236,245			234,630			236,224
Dividends declared per share	$	.10		$	.075		$	.20		$	.15		$	.10

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Steel Dynamics, Inc.

UNAUDITED SUPPLEMENTAL OPERATING INFORMATION

(dollars in thousands)

	Three Months Ended						Six Months Ended						Three Months Ended
	June 30,						June 30,						March 31,
	2011			2010			2011			2010			2011
Steel Operations*
Shipments (net tons)
Flat Roll Division	680,679			622,861			1,390,293			1,372,119			709,614
Structural and Rail Division	213,368			159,252			404,029			314,601			190,661
Engineered Bar Products Division	144,280			128,802			303,295			253,861			159,015
Roanoke Bar Division	152,906			109,393			274,211			218,579			121,305
Steel of West Virginia	74,882			52,720			146,938			106,125			72,056
The Techs	186,903			191,960			387,627			402,505			200,724
Combined	1,453,018			1,264,988			2,906,393			2,667,790			1,453,375
Intra-segment	(35,842		)	(21,259		)	(72,313		)	(32,346		)	(36,471		)
	1,417,176			1,243,729			2,834,080			2,635,444			1,416,904
Intra-company	(79,568		)	(65,607		)	(153,070		)	(136,473		)	(73,502		)
External	1,337,608			1,178,122			2,681,010			2,498,971			1,343,402
Production, excluding The Techs (net tons)	1,321,273			1,147,403			2,605,724			2,338,541			1,284,451
Net sales
Combined	$	1,354,665		$	1,032,478		$	2,628,137		$	2,051,026		$	1,273,472
Intra-segment	(25,199		)	(12,549		)	(51,661		)	(18,601		)	(26,462		)
	1,329,466			1,019,929			2,576,476			2,032,425			1,247,010
Intra-company	(62,191		)	(43,292		)	(114,137		)	(83,221		)	(51,946		)
External	$	1,267,275		$	976,637		$	2,462,339		$	1,949,204		$	1,195,064
Operating income before amortization of intangibles	$	216,647		$	134,077		$	412,281		$	271,746		$	195,634
Amortization of intangibles	(2,679		)	(2,931		)	(5,358		)	(5,862		)	(2,679		)
Operating income	$	213,968		$	131,146		$	406,923		$	265,884		$	192,955
Metals Recycling and Ferrous Resources**
OmniSource
Ferrous metals shipments (gross tons)
Combined	1,553,828			1,350,364			3,082,019			2,580,439			1,528,191
Intra-segment	(5,192		)	—			(5,192		)	—			—
	1,548,636			1,350,364			3,076,827			2,580,439			1,528,191
Intra-company	(655,496		)	(563,350		)	(1,325,124		)	(1,082,656		)	(669,628		)
External	893,140			787,014			1,751,703			1,497,783			858,563
Non-ferrous metals shipments (thousands of pounds)
Combined	255,113			236,648			541,758			474,893			286,645
Intra-company	(1,978		)	(1,946		)	(4,239		)	(4,140		)	(2,261		)
External	253,135			234,702			537,519			470,753			284,384
Mesabi Nugget shipments (metric tons) - Intra-company	38,265			17,478			74,032			24,657			35,767
Iron Dynamics shipments (metric tons)
Liquid pig iron	54,141			39,193			108,739			85,621			54,598
Hot briquetted iron	4,520			15,357			10,525			26,729			6,005
Other	1,193			568			1,733			1,266			540
Intra-company	59,854			55,118			120,997			113,616			61,143
Net sales
Combined	$	1,080,129		$	848,367		$	2,188,544		$	1,604,670		$	1,108,415
Intra-segment	(2,258		)	—			(2,258		)	—			—
	1,077,871			848,367			2,186,286			1,604,670			1,108,415
Intra-company	(353,192		)	(258,442		)	(718,442		)	(482,682		)	(365,250		)
External	$	724,679		$	589,925		$	1,467,844		$	1,121,988		$	743,165
Operating income (loss) before amortization of intangibles	$	10,967		$	15,241		$	57,538		$	47,677		$	46,571
Amortization of intangibles	(7,082		)	(8,302		)	(14,163		)	(16,604		)	(7,081		)
Operating income (loss)	$	3,885		$	6,939		$	43,375		$	31,073		$	39,490
Steel Fabrication***
Shipments (net tons)
Combined	47,770			41,894			91,821			67,572			44,051
Intra-company	(51		)	(3		)	(609		)	(22		)	(558		)
External	47,719			41,891			91,212			67,550			43,493
Net sales
Combined	$	61,962		$	42,267		$	114,614		$	66,265		$	52,652
Intra-company	(23		)	(1		)	(596		)	(38		)	(573		)
External	$	61,939		$	42,266		$	114,018		$	66,227		$	52,079
Operating income (loss) before amortization of intangibles	$	(1,635	)	$	(4,702	)	$	(4,518	)	$	(11,251	)	$	(2,883	)
Amortization of intangibles	—			(11		)	—			(42		)	—
Operating income (loss)	$	(1,635	)	$	(4,713	)	$	(4,518	)	$	(11,293	)	$	(2,883	)

*	Steel Operations include the company’s five steelmaking divisions and The Techs three galvanizing plants.
**	Metals Recycling and Ferrous Resources Operations include OmniSource; Iron Dynamics (all shipments are internal); and Mesabi Nugget (all shipments, which began in 2010, have been internal).
***	Steel Fabrication Operations include the company’s joist and deck fabrication operations.

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Steel Dynamics, Inc.

CONSOLIDATED BALANCE SHEETS

(in thousands)

	June 30, 2011			December 31, 2010
	(Unaudited)
Assets
Current assets
Cash and equivalents	$	277,691		$	186,513
Accounts receivable, net	849,401			622,189
Inventories	1,195,194			1,114,063
Deferred income taxes	21,114			20,684
Income taxes receivable	15,295			37,311
Other current assets	15,164			19,243
Total current assets	2,373,859			2,000,003
Property, plant and equipment, net	2,176,314			2,213,333
Restricted cash	21,717			23,132
Intangible assets, net	469,719			489,240
Goodwill	748,383			751,675
Other assets	110,461			112,551
Total assets	$	5,900,453		$	5,589,934
Liabilities and Equity
Current liabilities
Accounts payable	$	455,859		$	348,601
Income taxes payable	11,531			5,227
Accrued expenses	173,440			175,041
Accrued profit sharing	28,464			23,524
Current maturities of long-term debt	1,552			8,924
Total current liabilities	670,846			561,317
Long-term debt
7 3/8% senior notes, due 2012	700,000			700,000
5.125% convertible senior notes, due 2014	287,500			287,500
6 ¾% senior notes, due 2015	500,000			500,000
7 ¾% senior notes, due 2016	500,000			500,000
7 5/8% senior notes, due 2020	350,000			350,000
Other long-term debt	40,293			40,397
Total long-term debt	2,377,793			2,377,897
Deferred income taxes	476,532			457,432
Other liabilities	63,794			62,159
Commitments and contingencies
Redeemable noncontrolling interest	54,294			54,294
Equity
Common stock	636			633
Treasury stock, at cost	(725,849		)	(727,624		)
Additional paid-in capital	1,019,061			998,728
Retained earnings	1,982,051			1,821,133
Total Steel Dynamics, Inc. equity	2,275,899			2,092,870
Noncontrolling interests	(18,705		)	(16,035		)
Total equity	2,257,194			2,076,835
Total liabilities and equity	$	5,900,453		$	5,589,934

6

Steel Dynamics, Inc.

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(in thousands)

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2011			2010			2011			2010
Operating activities:
Net income	$	95,826		$	46,797		$	200,056		$	110,186
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization	56,257			55,398			111,003			111,670
Equity-based compensation	3,812			3,329			7,522			6,098
Deferred income taxes	9,028			10,417			21,963			18,885
Changes in certain assets and liabilities:
Accounts receivable	34,536			21,423			(227,212		)	(201,717		)
Inventories	(9,026		)	(117,013		)	(81,133		)	(165,071		)
Accounts payable	2,750			(22,707		)	96,925			95,510
Income taxes receivable/payable	(17,119		)	60,416			28,320			97,549
Other working capital	(10,067		)	(38,709		)	12,490			18,983
Net cash provided by operating activities	165,997			19,351			169,934			92,093
Investing activities:
Purchase of property, plant and equipment	(34,976		)	(40,960		)	(53,669		)	(71,644		)
Other investing activities	2,142			977			999			1,481
Net cash used in investing activities	(32,834		)	(39,983		)	(52,670		)	(70,163		)
Financing activities:
Issuance of current and long-term debt	—			2,002			5,126			546,552
Repayment of current and long-term debt	(491		)	(4,476		)	(7,816		)	(355,806		)
Debt issuance costs	—			(169		)	—			(6,707		)
Proceeds from exercise of stock options, including related tax effect	4,569			2,984			12,865			6,438
Contributions from noncontrolling investors, net	1,470			2,611			1,887			2,611
Dividends paid	(21,830		)	(16,233		)	(38,148		)	(32,433		)
Net cash provided by (used in) financing activities	(16,282		)	(13,281		)	(26,086		)	160,655
Increase (decrease) in cash and equivalents	116,881			(33,913		)	91,178			182,585
Cash and equivalents at beginning of period	160,810			225,506			186,513			9,008
Cash and equivalents at end of period	$	277,691		$	191,593		$	277,691		$	191,593
Supplemental disclosure information:
Cash paid for interest	$	71,047		$	71,993		$	86,157		$	75,762
Cash paid (received) for federal and state income taxes, net	$	60,455		$	(41,997	)	$	61,975		$	(55,007	)

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