10-Q

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

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

For the quarterly period ended June 30, 2011

OR

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

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

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 x  No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files).  Yes x  No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company (see definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act). (Check one):

Large accelerated filer x	Accelerated filer o
Non-accelerated filer o	Smaller reporting company o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes o  No x

As of July 29, 2011, Registrant had 218,672,065 outstanding shares of common stock.

STEEL DYNAMICS, INC.

Table of Contents

		Page
	PART I. Financial Information
Item 1.	Financial Statements:
	Consolidated Balance Sheets as of June 30, 2011 (unaudited) and December 31, 2010	1
	Consolidated Statements of Income for the three and six-month periods ended June 30, 2011 and 2010 (unaudited)	2
	Consolidated Statements of Cash Flows for the three and six-month periods ended June 30, 2011 and 2010 (unaudited)	3
	Notes to Consolidated Financial Statements (unaudited)	4
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	16
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	24
Item 4.	Controls and Procedures	24
	PART II. Other Information
Item 1.	Legal Proceedings	25
Item 1A.	Risk Factors	26
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	26
Item 3.	Defaults Upon Senior Securities	26
Item 5.	Other Information	26
Item 6.	Exhibits	26
	Signatures	27

STEEL DYNAMICS, INC.

CONSOLIDATED BALANCE SHEETS

(in thousands, except share data)

	June 30,			December 31,
	2011			2010
	(unaudited)
Assets
Current assets
Cash and equivalents	$	277,691		$	186,513
Accounts receivable, net	797,577			584,068
Accounts receivable-related parties	51,824			38,121
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	$	443,693		$	335,031
Accounts payable-related parties	12,166			13,570
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
	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 voting, $.0025 par value; 900,000,000 shares authorized; 254,987,769 and 254,002,799 shares issued; and 218,648,678 and 217,574,826 shares outstanding, as of June 30, 2011 and December 31, 2010, respectively	636			633
Treasury stock, at cost; 36,339,091 and 36,427,973 shares, as of June 30, 2011 and December 31, 2010, respectively	(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

See notes to consolidated financial statements.

1

STEEL DYNAMICS, INC.

CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)

(in thousands, except per share data)

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2011			2010			2011			2010
Net sales
Unrelated parties	$	2,004,283		$	1,570,093		$	3,945,947		$	3,066,175
Related parties	75,448			62,706			149,753			122,414
Total net sales	2,079,731			1,632,799			4,095,700			3,188,589
Costs of goods sold	1,803,345			1,440,815			3,523,560			2,786,123
Gross profit	276,386			191,984			572,140			402,466
Selling, general and administrative expenses	63,631			55,957			128,772			113,117
Profit sharing	14,454			7,827			29,657			17,271
Amortization of intangible assets	10,082			11,565			20,166			23,146
Total selling, general and administrative expenses	88,167			75,349			178,595			153,534
Operating income	188,219			116,635			393,545			248,932
Interest expense, net of capitalized interest	44,812			43,448			88,158			80,963
Other income, net	(5,745		)	(3,521		)	(10,312		)	(6,602		)
Income before income taxes	149,152			76,708			315,699			174,571
Income taxes	53,326			29,911			115,643			64,385
Net income	95,826			46,797			200,056			110,186
Net loss attributable to noncontrolling interests	2,884			2,410			4,557			3,990
Net income attributable to Steel Dynamics, Inc.	$	98,710		$	49,207		$	204,613		$	114,176
Basic earnings per share attributable to Steel Dynamics, Inc. stockholders	$	.45		$	.23		$	.94		$	.53
Weighted average common shares outstanding	218,500			216,635			218,246			216,459
Diluted earnings per share attributable to Steel Dynamics, Inc. stockholders, including the effect of assumed conversions when dilutive	$	.43		$	.22		$	.89		$	.51
Weighted average common shares and share equivalents outstanding	236,266			234,600			236,245			234,630
Dividends declared per share	$	.10		$	.075		$	.20		$	.15

See notes to consolidated financial statements.

2

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 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
Loss on disposal of property, plant and equipment	139			550			96			1,506
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		)
Other assets	2,315			(9,529		)	5,697			(8,589		)
Accounts payable	2,750			(22,707		)	96,925			95,510
Income taxes receivable/payable	(17,119		)	60,416			28,320			97,549
Accrued expenses	(12,521		)	(29,730		)	6,697			26,066
Net cash provided by operating activities	165,997			19,351			169,934			92,093
Investing activities:
Purchases 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	)

See notes to consolidated financial statements.

3

STEEL DYNAMICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Note 1.  Description of the Business and Significant Accounting Policies

Description of the Business

Steel Dynamics, Inc. (SDI), together with its subsidiaries (the company), is a domestic manufacturer of steel products and metals recycler. The company has three reporting segments: steel operations, metals recycling and ferrous resources operations, and steel fabrication operations.

Steel Operations.  Steel operations include the company’s Flat Roll Division, Structural and Rail Division, Engineered Bar Products Division, Roanoke Bar Division, Steel of West Virginia (SWVA) and The Techs operations. These operations consist of mini-mills, producing steel from steel scrap, using electric arc furnaces, continuous casting, automated rolling mills, and downstream finishing facilities. The company’s steel operations sell directly to end users and service centers. These products are used in numerous industry sectors, including the automotive, construction, commercial, transportation and industrial machinery markets. Steel operations accounted for approximately 61% and 60% of the company’s external net sales during the three-month periods ended June 30, 2011 and 2010, respectively, and 60% and 61% of the company’s external net sales during the six-month periods ended June 30, 2011 and 2010, respectively.

Metals Recycling and Ferrous Resources Operations. Metals recycling and ferrous resources operations are primarily composed of the company’s steel scrap procurement and processing locations, operated through the company’s wholly-owned subsidiary, OmniSource Corporation (OmniSource), as well as Iron Dynamics (IDI), the company’s liquid pig iron facility. In addition, the impact related to the ongoing start-up of the Mesabi Nugget ironmaking facility and future mining operations, both in Hoyt Lakes, Minnesota is also included in this segment. Metals recycling and ferrous resources operations accounted for approximately 35% and 36% of the company’s external net sales during the three-month periods ended June 30, 2011 and 2010, respectively, and 36% and 35% during the six-month periods ended June 30, 2011 and 2010, respectively.

Steel Fabrication Operations.  Steel fabrication operations represent the company’s New Millennium Building Systems plants located throughout the United States and Northern Mexico. Revenues from these plants are generated from the fabrication of trusses, girders, steel joists and steel decking used within the non-residential construction industry. Steel fabrication operations accounted for approximately 3% of the company’s external net sales during each of the three-month periods ended June 30, 2011 and 2010, and 3% and 2% during the six-month periods ended June 30, 2011 and 2010, respectively.

Significant Accounting Policies

Principles of Consolidation. The consolidated financial statements include the accounts of SDI, together with its wholly and majority-owned or controlled subsidiaries, after elimination of significant intercompany accounts and transactions.  Noncontrolling interests represent the noncontrolling owner’s proportionate share in the equity, income, or losses of the company’s majority-owned or controlled consolidated subsidiaries.

Use of Estimates. These financial statements are prepared in conformity with accounting principles generally accepted in the United States and, accordingly, include amounts that require management to make estimates and assumptions that affect the amounts reported in the financial statements and in the notes thereto.  Significant items subject to such estimates and assumptions include the carrying value of property, plant and equipment, intangible assets and goodwill; valuation allowances for trade receivables, inventories and deferred income tax assets; income taxes; unrecognized income tax benefits; potential environmental liabilities; and litigation claims and settlements. Actual results may differ from these estimates and assumptions.

In the opinion of management, these financial statements reflect all normal recurring adjustments necessary for a fair presentation of the interim period results. These financial statements and notes should be read in conjunction with the audited financial statements and notes thereto included in the company’s Annual Report on Form 10-K for the year ended December 31, 2010.

Goodwill.  The company’s goodwill is allocated to the following reporting units at June 30, 2011, and December 31, 2010, (in thousands):

	June 30,		December 31,
	2011		2010
OmniSource — Metals Recycling/Ferrous Resources Segment	$	574,634	$	577,926
The Techs — Steel Segment	142,783		142,783
Roanoke Bar Division — Steel Segment	29,041		29,041
New Millennium Building Systems — Fabrication Segment	1,925		1,925
	$	748,383	$	751,675

OmniSource goodwill decreased $3.3 million from December 31, 2010 to June 30, 2011, in recognition of the 2011 tax benefit related to the amortization of the component of OmniSource tax-deductible goodwill in excess of book goodwill.

4

STEEL DYNAMICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Note 2.  Earnings Per Share

Basic earnings per share is based on the weighted average shares of common stock outstanding during the period. Diluted earnings per share assumes the weighted average dilutive effect of common share equivalents outstanding during the period applied to the company’s basic earnings per share. Common share equivalents represent potentially dilutive stock options and restricted shares, and dilutive shares related to the company’s 5.125% convertible senior notes, and are excluded from the computation in periods in which they have an anti-dilutive effect. Options to purchase 1.2 million and 2.3 million shares were anti-dilutive at June 30, 2011 and 2010, respectively.

The following table presents a reconciliation of the numerators and the denominators of the company’s basic and diluted earnings per share computations for net income attributable to Steel Dynamics, Inc. (in thousands, except per share data):

	Three Months Ended June 30,
	2011					2010
	Net Income (Numerator)		Shares (Denominator)	Per Share Amount		Net Income (Numerator)		Shares (Denominator)	Per Share Amount
Basic earnings per share	$	98,710	218,500	$	.45	$	49,207	216,635	$	.23
Dilutive stock option effect	—		1,384			—		1,583
5.125% convertible senior notes, net of tax	2,358		16,382			2,377		16,382
Diluted earnings per share	$	101,068	236,266	$	.43	$	51,584	234,600	$	.22

	Six Months Ended June 30,
	2011					2010
	Net Income (Numerator)		Shares (Denominator)	Per Share Amount		Net Income (Numerator)		Shares (Denominator)	Per Share Amount
Basic earnings per share	$	204,613	218,246	$	.94	$	114,176	216,459	$	.53
Dilutive stock option effect	—		1,617			—		1,789
5.125% convertible senior notes, net of tax	4,716		16,382			4,754		16,382
Diluted earnings per share	$	209,329	236,245	$	.89	$	118,930	234,630	$	.51

Note 3.  Inventories

Inventories are stated at lower of cost or market.  Cost is determined principally on a first-in, first-out basis.  Inventories consisted of the following (in thousands):

	June 30,		December 31,
	2011		2010
Raw materials	$	598,699	$	589,859
Supplies	239,052		231,816
Work-in-progress	140,328		94,346
Finished goods	217,115		198,042
Total inventories	$	1,195,194	$	1,114,063

5

STEEL DYNAMICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Note 4. Changes in Equity

The following table provides a reconciliation of the beginning and ending carrying amounts of total equity, equity attributable to stockholders of Steel Dynamics, Inc. and equity attributable to the noncontrolling interests (in thousands):

				Stockholders of Steel Dynamics, Inc.
	Total			Common		Additional Paid-In		Retained			Treasury			Noncontrolling
	Equity			Stock		Capital		Earnings			Stock			Interests
Balances at January 1, 2011	$	2,076,835		$	633	$	998,728	$	1,821,133		$	(727,624	)	$	(16,035	)
Proceeds from the exercise of stock options, including related tax effect	12,865			3		12,862
Dividends declared	(43,695		)					(43,695		)
Equity-based compensation and issuance of restricted stock	9,246					7,471					1,775
Contributions from noncontrolling investors	2,393													2,393
Distributions to noncontrolling investor	(506		)											(506		)
Net and comprehensive income (loss)	200,056							204,613						(4,557		)
Balances at June 30, 2011	$	2,257,194		$	636	$	1,019,061	$	1,982,051		$	(725,849	)	$	(18,705	)

Note 5.  Derivative Financial Instruments

The company is exposed to certain risks relating to its ongoing business operations. At times the company utilizes derivative instruments to mitigate commodity margin risk, interest rate risk, and foreign currency exchange rate risk. Forward contracts on various commodities are entered into to manage the price risk associated with forecasted purchases and sales of nonferrous metals (specifically aluminum, copper, nickel and silver) from the company’s metals recycling operations. Interest rate swaps are entered into at times to manage interest rate risk associated with the company’s fixed and floating-rate borrowings. Forward exchange contracts on various foreign currencies are entered into to manage the foreign currency exchange rate risk as necessary. No interest rate swaps or significant forward exchange contracts on foreign currency existed for the periods presented.

Cash Flow Hedging Strategy.  For derivative instruments that are designated and qualify as a cash flow hedge (i.e., hedging the exposure to variability in expected future cash flows that is attributable to a particular risk), the effective portion of the gain or loss on the derivative instrument is reported as a component of other comprehensive income and reclassified into earnings in the same line item associated with the forecasted transaction and in the same period or periods during which the hedged transaction affects earnings (e.g., in “interest expense” when the hedged transactions are interest cash flows associated with floating-rate borrowings). The remaining gain or loss on the derivative instrument in excess of the cumulative change in the present value of future cash flows of the hedged item, if any (i.e., the ineffectiveness portion), or hedge components excluded from the assessment of effectiveness, are recognized in the statement of income during the current period.

Commodity Futures Contracts.  If the company is “long” on futures contracts, it means the company has more futures contracts purchased than futures contracts sold for the underlying commodity.  If the company is “short” on futures contracts, it means the company has more futures contracts sold than futures contracts purchased for the underlying commodity.  The following summarizes the company’s commodity futures contract commitments as of June 30, 2011 (MT represents metric tons and Lbs represents pounds):

Commodity	Long/Short	Total
Aluminum	Long	3,500	MT
Aluminum	Short	3,450	MT
Copper	Long	6,951	MT
Copper	Short	10,115	MT
Silver	Short	343	Lbs

6

STEEL DYNAMICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Note 5.  Derivative Financial Instruments (continued)

The following summarizes the location and amounts of the fair values and gains or losses related to derivatives included in the company’s financial statements as of June 30, 2011, and December 31, 2010, and for the three and six-month periods ended June 30, 2011 and 2010 (in thousands):

		Fair Value
Balance Sheets		June 30, 2011		December 31, 2010
Commodity futures net liability	Accrued expenses	$	310	$	4,988

		Gain for Three Months Ended
Statements of Income		June 30, 2011		June 30, 2010
Commodity futures contracts	Costs of goods sold	$	1,422	$	2,477

		Gain for Six Months Ended
Statements of Income		June 30, 2011		June 30, 2010
Commodity futures contracts	Costs of goods sold	$	4,345	$	4,408

Note 6.  Fair Value Measurements

FASB accounting standards provide a comprehensive framework for measuring fair value and sets forth a definition of fair value and establishes a hierarchy prioritizing the inputs to valuation techniques, giving the highest priority to quoted prices in active markets for identical assets and liabilities and the lowest priority to unobservable value inputs.  Levels within the hierarchy are defined as follows:

·Level 1—Unadjusted quoted prices for identical assets and liabilities in active markets;

·Level 2—Quoted prices for similar assets and liabilities in active markets (other than those included in Level 1) which are observable for the asset or liability, either directly or indirectly; and

·Level 3—Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

The following table sets forth financial assets and liabilities measured at fair value in the consolidated balance sheets and the respective levels to which the fair value measurements are classified within the fair value hierarchy as of June 30, 2011, and December 31, 2010 (in thousands):

	Total		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
June 30, 2011
Commodity futures — financial assets	$	3,343	$	—	$	3,343	$	—
Commodity futures — financial liabilities	3,653		—		3,653		—
December 31, 2010
Commodity futures — financial assets	7,052		—		7,052		—
Commodity futures — financial liabilities	12,040		—		12,040		—

The carrying amounts of financial instruments including cash and equivalents, accounts receivable and accounts payable approximate fair value, because of the relatively short maturity of these instruments. The fair values of commodity futures contracts are estimated by the use of quoted market prices, estimates obtained from brokers, and other appropriate valuation techniques based on references available. The fair value of long-term debt, including current maturities, was approximately $2.5 billion (with a corresponding carrying amount in the consolidated balance sheet of $2.4 billion) at June 30, 2011, and December 31, 2010, and was based on quoted market prices.

7

STEEL DYNAMICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Note 7.  Commitments and Contingencies

On September 17, 2008, we and eight other steel manufacturing companies were served with a class action antitrust complaint, filed in the United States District Court for the Northern District of Illinois in Chicago by Standard Iron Works of Scranton, Pennsylvania, alleging violations of Section 1 of the Sherman Act.  The Complaint alleges that the defendants conspired to fix, raise, maintain and stabilize the price at which steel products were sold in the United States, starting in 2005, by artificially restricting the supply of such steel products.  Seven additional lawsuits, each of them materially similar to the original, have also been filed in the same federal court, each of them likewise seeking similar class certification.  All but one of the Complaints purport to be brought on behalf of a class consisting of all direct purchasers of steel products between January 1, 2005, and the present.  The other Complaint purports to be brought on behalf of a class consisting of all indirect purchasers of steel products within the same time period.  In addition, on December 28, 2010, we and the other co-defendants were served with a substantially similar complaint in the Circuit Court of Cocke County, Tennessee, purporting to be on behalf of indirect purchasers of steel products in Tennessee. The case has been removed to federal court. All Complaints seek treble damages and costs, including reasonable attorney fees, pre- and post-judgment interest and injunctive relief.  On January 2, 2009, Steel Dynamics and the other defendants filed a Joint Motion to Dismiss all of the direct purchaser lawsuits. On June 12, 2009, however, the Court denied the Motion. The parties are currently conducting discovery. We believe that the lawsuits are without merit and we are aggressively defending these actions.  Due to the uncertain nature of litigation, we cannot presently determine the ultimate outcome of this litigation, however we have determined, based on the information available at this time, that there is not presently a “reasonable possibility” (as that term is defined in ASC 450-20-20), that the outcome of these legal proceedings would have a material impact on our financial condition, results of operations, or liquidity.

Although not presently necessary or appropriate to make a dollar estimate of exposure to loss, if any, in connection with the above matter, we may in the future determine that a loss accrual is necessary. Although we may make loss accruals, if and as warranted, any amounts that we may accrue from time to time could vary significantly from the amounts we actually pay, due to inherent uncertainties and the inherent shortcomings of the estimation process, the uncertainties involved in litigation and other factors. Additionally, an adverse result could have a material effect on our financial condition, results of operations and liquidity.

On October 25, 2010, our wholly-owned subsidiary, OmniSource Corporation, was indicted by a Grand Jury in Marion County, Indiana, on multiple criminal charges involving the alleged receipt or attempted receipt of stolen property and related racketeering charges. We vigorously denied these charges and engaged in an aggressive defense against them.  On December 30, 2010, we filed a Motion to Dismiss this indictment, on multiple grounds, on February 4, 2011 this Motion was argued, and on May 4, 2011 the judge of the Marion County, Indiana Superior Court dismissed these charges.  In a related matter, on October 18, 2010, our Indianapolis subsidiary filed a civil replevin lawsuit against the then Prosecutor, seeking return of cash previously seized by the police preceding the indictment.  The Prosecutor then asserted a counterclaim against OmniSource, seeking forfeiture of OmniSource property.  This counterclaim was likewise vigorously disputed and aggressively defended.

On July 13, 2011, in a Joint Press Release issued by the new and recently elected Prosecutor of Marion County, together with OmniSource Corporation, the Prosecutor announced that all criminal charges and all civil claims asserted in the counterclaim against OmniSource have been dismissed, with prejudice, and all monies seized from OmniSource by the police is being returned to OmniSource.  The parties have agreed to work together to build upon OmniSource’s long-standing and nationally recognized anti-metal theft training and enforcement program, with enhanced training available to both other scrap dealers and to law enforcement personnel.  OmniSource also agreed to donate the proceeds returned to it to a City of Indianapolis Law Enforcement Fund, to be utilized in connection with such training activities.

Note 8.  Segment Information

The company has three reportable segments: steel operations, metals recycling and ferrous resources operations, and steel fabrication operations.  These operations are described in Note 1 to the financial statements.  Revenues included in the category “Other” are from subsidiary operations that are below the quantitative thresholds required for reportable segments and primarily consist of further processing, slitting, and sale of certain steel products and the resale of certain secondary and excess steel products.  In addition, “Other” also includes certain unallocated corporate accounts, such as the company’s senior secured credit facilities, senior notes and convertible senior notes, certain other investments, and certain profit sharing expenses.

The company’s operations are primarily organized and managed by operating segment.  Operating segment performance and resource allocations are primarily based on operating results before income taxes.  The accounting policies of the reportable segments are consistent with those described in Note 1 to the financial statements. Intra-segment and intra-company sales and any related profits are eliminated in consolidation. Refer to the company’s Annual Report on Form 10-K for the year ended December 31, 2010, for more information related to the company’s segment reporting.  The company’s segment results for the three and six-month periods ended June 30, 2011 and 2010 are as follows (in thousands):

8

STEEL DYNAMICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Note 8.  Segment Information (continued)

For the three months ended			Metals Recycling /			Steel Fabrication
June 30, 2011	Steel Operations		Ferrous Resources			Operations			Other			Eliminations		Consolidated
Net Sales
External	$	1,221,472	$	647,845		$	61,939		$	25,718		—		$	1,956,974
External Non-U.S.	45,803		76,834			—			120			—		122,757
Other segments	62,191		353,192			23			2,948			(418,354	)	—
	1,329,466		1,077,871			61,962			28,786			(418,354	)	2,079,731
Operating income (loss)	213,968		3,885			(1,635		)	(25,422		)(1)	(2,577	)(2)	188,219
Income (loss) before income taxes	192,782		(6,354		)	(3,334		)	(31,338		)	(2,604	)	149,152
Depreciation and amortization	27,651		25,706			1,620			1,331			(51	)	56,257
Capital expenditures	11,155		21,632			419			1,770			—		34,976
As of June 30, 2011
Assets	2,712,461		2,536,751			229,988			632,242		(3)	(210,989	)(4)	5,900,453
Liabilities	467,195		563,908			16,715			2,740,245		(5)	(199,098	)(6)	3,588,965

Footnotes related to the three months ended June 30, 2011 segment results (in millions):

(1)	Corporate SG&A	$	(10.0	)
	Company-wide stock option expense	(3.7		)
	Profit sharing	(11.9		)
	Other, net	0.2
	Total	$	(25.4	)
(2)	Margin reduction from intra-company sales	$	(2.6	)
(3)	Cash and equivalents	$	265.6
	Income taxes receivable	15.3
	Deferred income taxes	21.1
	Property, plant and equipment, net	69.9
	Debt issuance costs	21.0
	Intra-company debt	153.7
	Other	85.6
	Total	$	632.2
(4)	Elimination of intra-company receivables	$	(42.3	)
	Elimination of intra-company debt	(153.7		)
	Other	(15.0		)
	Total	$	(211.0	)
(5)	Accounts payable	35.4
	Income taxes payable	11.6
	Accrued interest	33.7
	Accrued profit sharing	25.8
	Debt	2,340.9
	Deferred income taxes	227.0
	Other	65.8
	Total	$	2,740.2
(6)	Elimination of intra-company payables	$	(43.8	)
	Elimination of intra-company debt	(153.7		)
	Other	(1.6		)
	Total	$	(199.1	)

9

STEEL DYNAMICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Note 8.  Segment Information (continued)

For the three months ended			Metals Recycling /			Steel Fabrication
June 30, 2010	Steel Operations		Ferrous Resources			Operations			Other			Eliminations			Consolidated
Net Sales
External	$	954,589	$	537,519		$	42,266		$	23,781		$	—		$	1,558,155
External Non-U.S.	22,048		52,406			—			190			—			74,644
Other segments	43,292		258,442			1			2,501			(304,236		)	—
	1,019,929		848,367			42,267			26,472			(304,236		)	1,632,799
Operating income (loss)	131,146		6,939			(4,713		)	(16,820		)(1)	83		(2)	116,635
Income (loss) before income taxes	111,778		(7,238		)	(6,021		)	(21,816		)	5			76,708
Depreciation and amortization	28,138		24,443			1,739			1,136			(58		)	55,398
Capital expenditures	17,146		13,682			43			10,089			—			40,960
As of June 30, 2010
Assets (7)	2,548,149		2,438,573			194,125			628,888		(3)	(263,930		)(4)	5,545,805
Liabilities (7)	409,311		569,956			20,957			2,705,058		(5)	(257,076		)(6)	3,448,206

Footnotes related to the three months ended June 30, 2010 segment results (in millions):

(1)	Corporate SG&A	$	(7.5	)
	Company-wide stock option expense	(2.9		)
	Profit sharing	(6.8		)
	Other, net	0.4
	Total	$	(16.8	)
(2)	Margin improvement from intra-company sales	$	0.1
(3)	Cash and equivalents	$	182.8
	Income taxes receivable	35.8
	Deferred income taxes	21.7
	Property, plant and equipment, net	54.8
	Debt issuance costs	27.0
	Intra-company debt	224.8
	Other	82.0
	Total	$	628.9
(4)	Elimination of intra-company receivables	$	(29.6	)
	Elimination of intra-company debt	(224.8		)
	Other	(9.5		)
	Total	$	(263.9	)
(5)	Accounts payable	$	32.0
	Income taxes payable	2.0
	Accrued interest	33.7
	Accrued profit sharing	16.8
	Debt	2,341.1
	Deferred income taxes	213.6
	Other	65.9
	Total	$	2,705.1
(6)	Elimination of intra-company payables	$	(30.1	)
	Elimination of intra-company debt	(224.8		)
	Other	(2.2		)
	Total	$	(257.1	)

(7) Certain segment deferred tax asset and liability accounts have been reclassified at June 30, 2010, to conform to the June 30, 2011 presentation. These reclassifications had no impact to the previously reported segment income statement information or consolidated income statements as previously reported, nor did they impact previously reported consolidated total assets or liabilities.

10

STEEL DYNAMICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Note 8.  Segment Information (continued)

For the six months ended			Metals Recycling /		Steel Fabrication
June 30, 2011	Steel Operations		Ferrous Resources		Operations			Other			Eliminations		Consolidated
Net Sales
External	$	2,367,961	$	1,320,186	$	114,018		$	51,242		—		$	3,853,407
External Non-U.S.	94,378		147,658		—			257			—		242,293
Other segments	114,137		718,442		596			5,419			(838,594	)	—
	2,576,476		2,186,286		114,614			56,918			(838,594	)	4,095,700
Operating income (loss)	406,923		43,375		(4,518		)	(49,678		)(1)	(2,557	)(2)	393,545
Income (loss) before income taxes	365,491		22,730		(7,779		)	(62,080		)	(2,663	)	315,699
Depreciation and amortization	54,844		50,620		3,122			2,519			(102	)	111,003
Capital expenditures	18,434		31,883		951			2,401			—		53,669

Footnotes related to the six months ended June 30, 2011 segment results (in millions):

(1)	Corporate SG&A	$	(19.3	)
	Company-wide stock option expense	(7.4		)
	Profit sharing	(25.2		)
	Other, net	2.2
	Total	$	(49.7	)
(2)	Margin reduction from intra-company sales	$	(2.6	)

For the six months ended			Metals Recycling /		Steel Fabrication
June 30, 2010	Steel Operations		Ferrous Resources		Operations			Other			Eliminations			Consolidated
Net Sales
External	$	1,897,807	$	1,012,936	$	66,227		$	50,859		$	—		$	3,027,829
External Non-U.S.	51,397		109,052		—			311			—			160,760
Other segments	83,221		482,682		38			4,720			(570,661		)	—
	2,032,425		1,604,670		66,265			55,890			(570,661		)	3,188,589
Operating income (loss)	265,884		31,073		(11,293		)	(35,695		)(1)	(1,037		)(2)	248,932
Income (loss) before income taxes	229,666		6,175		(13,777		)	(45,739		)	(1,754		)	174,571
Depreciation and amortization	56,298		50,127		3,112			2,218			(85		)	111,670
Capital expenditures	29,217		31,358		150			11,557			(638		)	71,644

Footnotes related to the six months ended June 30, 2010 segment results (in millions):

(1)	Corporate SG&A	$	(17.0	)
	Company-wide stock option expense	(5.2		)
	Profit sharing	(15.3		)
	Other, net	1.8
	Total	$	(35.7	)
(2)	Margin reduction from intra-company sales	$	(1.0	)

11

STEEL DYNAMICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Note 9.  Condensed Consolidating Information

Certain 100%-owned subsidiaries of SDI have fully and unconditionally guaranteed all of the indebtedness relating to the issuance of the company’s senior notes due 2012, 2014, 2015, 2016, and 2020. Following are the company’s condensed consolidating financial statements, including the guarantors, which present the financial position, results of operations and cash flows of (i) SDI (in each case, reflecting investments in its consolidated subsidiaries under the equity method of accounting), (ii) the guarantor subsidiaries of SDI, (iii) the non-guarantor subsidiaries of SDI, and (iv) the eliminations necessary to arrive at the information for the company on a consolidated basis. The following statements should be read in conjunction with the accompanying consolidated financial statements and the company’s Annual Report on Form 10-K for the year ended December 31, 2010.

Condensed Consolidating Balance Sheets (in thousands)

						Combined			Consolidating			Total
As of June 30, 2011	Parent			Guarantors		Non-Guarantors			Adjustments			Consolidated
Cash and equivalents	$	264,121		$	9,170	$	4,400		$	—		$	277,691
Accounts receivable, net	355,583			781,506		13,116			(300,804		)	849,401
Inventories	604,523			523,362		73,151			(5,842		)	1,195,194
Other current assets	74,566			7,979		2,352			(33,324		)	51,573
Total current assets	1,298,793			1,322,017		93,019			(339,970		)	2,373,859
Property, plant and equiment, net	1,081,980			668,009		429,255			(2,930		)	2,176,314
Intangible assets, net	—			469,719		—			—			469,719
Goodwill	—			748,383		—			—			748,383
Other assets, including investments in subs	2,809,475			36,405		8,095			(2,721,797		)	132,178
Total assets	$	5,190,248		$	3,244,533	$	530,369		$	(3,064,697	)	$	5,900,453
Accounts payable	$	147,054		$	313,747	$	32,369		$	(37,311	)	$	455,859
Accrued expenses	136,489			91,125		8,966			(23,145		)	213,435
Current maturities of long-term debt	432			300		36,002			(35,182		)	1,552
Total current liabilities	283,975			405,172		77,337			(95,638		)	670,846
Long-term debt	2,344,178			—		187,123			(153,508		)	2,377,793
Other liabilities	286,196			2,179,199		29,228			(1,954,297		)	540,326
Redeemable noncontrolling interest	—			—		54,294			—			54,294
Common stock	636			33,896		16,121			(50,017		)	636
Treasury stock	(725,849		)	—		—			—			(725,849		)
Additional paid-in-capital	1,019,061			117,737		262,452			(380,189		)	1,019,061
Retained earnings	1,982,051			508,529		(77,481		)	(431,048		)	1,982,051
Total Steel Dynamics, Inc. equity	2,275,899			660,162		201,092			(861,254		)	2,275,899
Noncontrolling interests	—			—		(18,705		)	—			(18,705		)
Total equity	2,275,899			660,162		182,387			(861,254		)	2,257,194
Total liabilities and equity	$	5,190,248		$	3,244,533	$	530,369		$	(3,064,697	)	$	5,900,453

12

STEEL DYNAMICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Note 9.  Condensed Consolidating Information (continued)

Condensed Consolidating Balance Sheets (in thousands)

						Combined			Consolidating			Total
As of December 31, 2010	Parent			Guarantors		Non-Guarantors			Adjustments			Consolidated
Cash and equivalents	$	173,563		$	10,628	$	2,322		$	—		$	186,513
Accounts receivable, net	283,883			614,412		7,282			(283,388		)	622,189
Inventories	548,726			487,298		84,183			(6,144		)	1,114,063
Other current assets	96,040			9,757		3,444			(32,003		)	77,238
Total current assets	1,102,212			1,122,095		97,231			(321,535		)	2,000,003
Property, plant and equiment, net	1,110,350			684,118		421,897			(3,032		)	2,213,333
Intangible assets, net	—			489,240		—			—			489,240
Goodwill	—			751,675		—			—			751,675
Other assets, including investments in subs	2,788,097			36,617		7,601			(2,696,632		)	135,683
Total assets	$	5,000,659		$	3,083,745	$	526,729		$	(3,021,199	)	$	5,589,934
Accounts payable	$	127,246		$	227,823	$	26,015		$	(32,483	)	$	348,601
Accrued expenses	123,498			102,114		8,497			(30,317		)	203,792
Current maturities of long-term debt	7,554			325		34,604			(33,559		)	8,924
Total current liabilities	258,298			330,262		69,116			(96,359		)	561,317
Long-term debt	2,344,399			—		168,278			(134,780		)	2,377,897
Other liabilities	305,092			2,158,725		27,072			(1,971,298		)	519,591
Redeemable noncontrolling interest	—			—		54,294			—			54,294
Common stock	633			33,901		16,121			(50,022		)	633
Treasury stock	(727,624		)	—		—			—			(727,624		)
Additional paid-in-capital	998,728			117,737		256,905			(374,642		)	998,728
Retained earnings	1,821,133			443,120		(49,022		)	(394,098		)	1,821,133
Total Steel Dynamics, Inc. equity	2,092,870			594,758		224,004			(818,762		)	2,092,870
Noncontrolling interests	—			—		(16,035		)	—			(16,035		)
Total equity	2,092,870			594,758		207,969			(818,762		)	2,076,835
Total liabilities and equity	$	5,000,659		$	3,083,745	$	526,729		$	(3,021,199	)	$	5,589,934

13

STEEL DYNAMICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Note 9.  Condensed Consolidating Information (continued)

Condensed Consolidating Statements of Operations (in thousands)

For the three months ended,							Combined			Consolidating			Total
June 30, 2011	Parent			Guarantors			Non-Guarantors			Adjustments			Consolidated
Net sales	$	952,487		$	2,344,958		$	50,943		$	(1,268,657	)	$	2,079,731
Costs of goods sold	754,436			2,239,226			66,156			(1,256,473		)	1,803,345
Gross profit (loss)	198,051			105,732			(15,213		)	(12,184		)	276,386
Selling, general and administrative	35,528			54,094			1,948			(3,403		)	88,167
Operating income (loss)	162,523			51,638			(17,161		)	(8,781		)	188,219
Interest expense, net of capitalized interest	26,125			18,264			2,413			(1,990		)	44,812
Other (income) expense, net	(3,704		)	(3,089		)	(968		)	2,016			(5,745		)
Income (loss) before income taxes and equity in net income of subsidiaries	140,102			36,463			(18,606		)	(8,807		)	149,152
Income taxes (benefit)	42,811			13,768			(56		)	(3,197		)	53,326
	97,291			22,695			(18,550		)	(5,610		)	95,826
Equity in net income of subsidiaries	1,419			—			—			(1,419		)	—
Net loss attributable to noncontrolling interests	—			—			2,884			—			2,884
Net income (loss) attributable to Steel Dynamics, Inc.	$	98,710		$	22,695		$	(15,666	)	$	(7,029	)	$	98,710

For the three months ended,							Combined			Consolidating			Total
June 30, 2010	Parent			Guarantors			Non-Guarantors			Adjustments			Consolidated
Net sales	$	726,120		$	1,831,842		$	35,359		$	(960,522	)	$	1,632,799
Costs of goods sold	607,268			1,740,778			44,291			(951,522		)	1,440,815
Gross profit (loss)	118,852			91,064			(8,932		)	(9,000		)	191,984
Selling, general and administrative	24,490			50,479			2,247			(1,867		)	75,349
Operating income (loss)	94,362			40,585			(11,179		)	(7,133		)	116,635
Interest expense, net of capitalized interest	25,038			17,677			3,424			(2,691		)	43,448
Other (income) expense, net	(4,482		)	(2,057		)	248			2,770			(3,521		)
Income (loss) before income taxes and equity in net income of subsidiaries	73,806			24,965			(14,851		)	(7,212		)	76,708
Income taxes (benefit)	27,866			9,465			(5,552		)	(1,868		)	29,911
	45,940			15,500			(9,299		)	(5,344		)	46,797
Equity in net income of subsidiaries	3,267			—			—			(3,267		)	—
Net loss attributable to noncontrolling interests	—			—			2,410			—			2,410
Net income (loss) attributable to Steel Dynamics, Inc.	$	49,207		$	15,500		$	(6,889	)	$	(8,611	)	$	49,207

14

STEEL DYNAMICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Note 9.  Condensed Consolidating Information (continued)

Condensed Consolidating Statements of Operations (in thousands)

For the six months ended,							Combined			Consolidating			Total
June 30, 2011	Parent			Guarantors			Non-Guarantors			Adjustments			Consolidated
Net sales	$	1,865,304		$	4,646,505		$	98,465		$	(2,514,574	)	$	4,095,700
Costs of goods sold	1,483,977			4,404,604			123,751			(2,488,772		)	3,523,560
Gross profit (loss)	381,327			241,901			(25,286		)	(25,802		)	572,140
Selling, general and administrative	72,192			109,987			4,070			(7,654		)	178,595
Operating income (loss)	309,135			131,914			(29,356		)	(18,148		)	393,545
Interest expense, net of capitalized interest	51,821			35,526			4,727			(3,916		)	88,158
Other (income) expense, net	(6,883		)	(5,764		)	(1,686		)	4,021			(10,312		)
Income (loss) before income taxes and equity in net income of subsidiaries	264,197			102,152			(32,397		)	(18,253		)	315,699
Income taxes (benefit)	83,740			38,672			(13		)	(6,756		)	115,643
	180,457			63,480			(32,384		)	(11,497		)	200,056
Equity in net income of subsidiaries	24,156			—			—			(24,156		)	—
Net loss attributable to noncontrolling interests	—			—			4,557			—			4,557
Net income (loss) attributable to Steel Dynamics, Inc.	$	204,613		$	63,480		$	(27,827	)	$	(35,653	)	$	204,613

For the six months ended,							Combined			Consolidating			Total
June 30, 2010	Parent			Guarantors			Non-Guarantors			Adjustments			Consolidated
Net sales	$	1,453,153		$	3,564,273		$	66,769		$	(1,895,606	)	$	3,188,589
Costs of goods sold	1,215,250			3,363,533			83,747			(1,876,407		)	2,786,123
Gross profit (loss)	237,903			200,740			(16,978		)	(19,199		)	402,466
Selling, general and administrative	53,381			100,526			4,594			(4,967		)	153,534
Operating income (loss)	184,522			100,214			(21,572		)	(14,232		)	248,932
Interest expense, net of capitalized interest	46,885			32,858			5,535			(4,315		)	80,963
Other (income) expense, net	(7,266		)	(4,907		)	538			5,033			(6,602		)
Income (loss) before income taxes and equity in net income of subsidiaries	144,903			72,263			(27,645		)	(14,950		)	174,571
Income taxes (benefit)	51,852			27,038			(10,348		)	(4,157		)	64,385
	93,051			45,225			(17,297		)	(10,793		)	110,186
Equity in net income of subsidiaries	21,125			—			—			(21,125		)	—
Net loss attributable to noncontrolling interests	—			—			3,990			—			3,990
Net income (loss) attributable to Steel Dynamics, Inc.	$	114,176		$	45,225		$	(13,307	)	$	(31,918	)	$	114,176

Condensed Consolidating Statements of Cash Flows (in thousands)

For the six months ended,							Combined			Consolidating			Total
June 30, 2011	Parent			Guarantors			Non-Guarantors			Adjustments			Consolidated
Net cash provided by (used in) operating activities	$	158,937		$	34,056		$	(14,392	)	$	(8,667	)	$	169,934
Net cash used in investing activities	(14,734		)	(25,017		)	(12,919		)	—			(52,670		)
Net cash provided by (used in) financing activities	(53,645		)	(10,497		)	29,389			8,667			(26,086		)
Increase (decrease) in cash and equivalents	90,558			(1,458		)	2,078			—			91,178
Cash and equivalents at beginning of period	173,563			10,628			2,322			—			186,513
Cash and equivalents at end of period	$	264,121		$	9,170		$	4,400		$	—		$	277,691

For the six months ended,							Combined			Consolidating			Total
June 30, 2010	Parent			Guarantors			Non-Guarantors			Adjustments			Consolidated
Net cash provided by (used in) operating activities	$	168,393		$	(17,285	)	$	(58,376	)	$	(639	)	$	92,093
Net cash used in investing activities	(103,052		)	(16,823		)	(31,884		)	81,596			(70,163		)
Net cash provided by financing activities	115,060			33,134			93,418			(80,957		)	160,655
Increase (decrease) in cash and equivalents	180,401			(974		)	3,158			—			182,585
Cash and equivalents at beginning of period	430			6,363			2,215			—			9,008
Cash and equivalents at end of period	$	180,831		$	5,389		$	5,373		$	—		$	191,593

15

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 and global economies, conditions in the steel and recycled metals marketplaces, our revenue, costs of purchased materials, future profitability and earnings, and the operation of new or existing facilities. 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 recession resulting in a decrease of  demand for our products; cyclical changes in market supply and demand  for steel and recycled metals consumption; the impact of price competition, whether domestic or the result of foreign imports; risks and uncertainties involving new products or new technologies; changes in the availability or cost of steel scrap or 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 the sections titled Special Note Regarding Forward-Looking Statements and Risk Factors in our annual report on Form 10-K for the year ended December 31, 2010, as well as in other reports which we file with the Securities and Exchange Commission, for a more detailed discussion of some of the many factors, variable risks and uncertainties that could cause actual results to differ materially from those we may have expected or anticipated. These reports are available publicly on the SEC web site, www.sec.gov, and on our 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, you are cautioned not to place undue reliance on these predictive statements, which speak only as of the date of this report. We undertake no duty to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.

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 the steel products.  Except for our steel fabrication operations segment, we recognize revenue from sales and the allowance for estimated costs associated with returns from these sales at the time the title of the product is transferred to the customer. Provision is made for estimated product returns and customer claims based on estimates and actual historical experience. Net sales from steel fabrication operations are recognized from construction contracts utilizing a percentage-of-completion method, which is based on the percentage of steel consumed to date as compared to the estimated total steel 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 for our steel operations are steel scrap and scrap substitutes (which represent the most significant single component of our consolidated costs of goods sold), alloys, zinc, natural gas, argon, direct and indirect labor and related benefits, electricity, oxygen, electrodes, depreciation, materials and freight. The principal elements of these costs for our metals recycling and ferrous resources operations are the costs of procuring the unprocessed scrap metals, material transportation costs, and processing expenses, such as direct and indirect labor and related benefits, depreciation and utilities. The principal elements of these costs for our steel fabrication operations include purchased steel and direct and indirect labor and related benefit expenses.

Selling, General and Administrative Expenses.  Selling, general and administrative expenses consist of all costs associated with our sales, finance and accounting, and administrative departments. These costs include, among other items, labor and related benefits, professional services, insurance premiums, property taxes, profit sharing, and amortization of intangible and other assets.

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 and any other non-operating income activity, including gains on certain short-term investments and income from non-consolidated investments accounted for under the equity method. Other expense consists of any non-operating costs.

16

Overview

Net income was $98.7 million, or $.43 per diluted share, during the second quarter of 2011, compared with net income of $49.2 million, or $.22 per diluted share, during the second quarter of 2010, and net income of $105.9 million, or $0.46 per diluted share, during the first quarter of 2011. Our net sales increased $446.9 million, or 27%, to $2.1 billion in the second quarter of 2011 versus the second quarter of 2010, and net sales increased $63.8 million, or 3% versus the first quarter of 2011. Our gross profit percentage was 13% during the second quarter of 2011 as compared to 12% for the second quarter of 2010, and 15% for the first quarter of 2011.

Net income was $204.6 million or $.89 per diluted share during the first six months of 2011, compared with net income of $114.2 million, or $.51 per diluted share during the first six months of 2010.  Our net sales increased $907.1 million, or 28%, to $4.1 billion in the first six months of 2011 versus the first six months of 2010. Our gross profit percentage was 14% during the first six months of 2011, as compared to 13% for the first six months of 2010.

During the first six months of 2011, we have experienced increased sales pricing and volumes, resulting in increased gross margin, across all reporting segments in comparison to the same period in 2010.  Within our steel operations, long products volumes improved 26%, while sheet products were flat.  Additionally during the period, both ferrous and nonferrous scrap realized significant sales volume increases of 19% and 14%, respectively, at OmniSource, our metals recycling operations, although there was margin compression in ferrous metal sales. Operating income for the period increased $145 million, or 58%.  Focusing on the second quarter of 2011 operating income, operational results were fairly consistent with the first quarter 2011 results after excluding the non-cash, unrealized hedging fluctuation between quarters of $14.3 million, as operating income from steel operations increased $21.0 million during the second quarter of 2011 as compared to the first quarter, and operating income decreased $21.2  million in our metals recycling and ferrous resources operations (excluding the unrealized hedging impact).

Segment Operating Results 2011 vs. 2010 (dollars in thousands)

	Three Months Ended								Six Months Ended								First			Linked
	June 30,								June 30,								Quarter			Quarter
	2011			% Change		2010			2011			% Change		2010			2011			% Change
Net sales:
Steel	$	1,329,466		30	%	$	1,019,929		$	2,576,476		27	%	$	2,032,425		$	1,247,010		7	%
Metals recycling and ferrous resources	1,077,871			27	%	848,367			2,186,286			36	%	1,604,670			1,108,415			(3	)%
Steel fabrication	61,962			47	%	42,267			114,614			73	%	66,265			52,652			18	%
Other	28,786			9	%	26,472			56,918			2	%	55,890			28,132			2	%
	2,498,085					1,937,035			4,934,294					3,759,250			2,436,209
Intra-company	(418,354		)			(304,236		)	(838,594		)			(570,661		)	(420,240		)
Consolidated	$	2,079,731		27	%	$	1,632,799		$	4,095,700		28	%	$	3,188,589		$	2,015,969		3	%
Operating income (loss):
Steel	$	213,968				$	131,146		$	406,923				$	265,884		$	192,955
Metals recycling and ferrous resources	3,885					6,939			43,375					31,073			39,490
Steel fabrication	(1,635		)			(4,713		)	(4,518		)			(11,293		)	(2,883		)
Other	(25,422		)			(16,820		)	(49,678		)			(35,695		)	(24,256		)
	190,796					116,552			396,102					249,969			205,306
Eliminations	(2,577		)			83			(2,557		)			(1,037		)	20
Consolidated	$	188,219				$	116,635		$	393,545				$	248,932		$	205,326

Steel Operations

Steel Operations.  Steel operations consist of our five electric-arc furnace mini-mills, producing steel from steel scrap, utilizing continuous casting, automated rolling mills, and various downstream finishing facilities, including The Techs operations. Collectively, our steel operations sell directly to end users and service centers. These products are used in numerous industry sectors, including the automotive, construction, commercial, transportation and industrial machinery markets. In the second quarters of 2011 and 2010, and first quarter of 2011, our steel operations accounted for 61%, 60%, and 59% respectively, of our external net sales. Operating income for steel operations increased $82.8 million or 63%, to $214.0 million in the second quarter of 2011 compared to the second quarter of 2010, and increased $21.0 million, or 11%, on a linked-quarter basis. Sales volumes and pricing per ton shipped increased 15% and $118 per ton, respectively, in the second quarter of 2011 as compared to the second quarter of 2010; with sales volumes overall unchanged in the second quarter of 2011 as compared to the first quarter of 2011 and pricing increasing $58 per ton.  Operating income for steel operations increased $141.0 million to $406.9 million in the first six months of 2011 versus the first six months of 2010 due to increases in sales volumes of 9%, primarily in long products, as well as increases in selling prices of $138 per ton.

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Steel Operations Shipments (net tons)

	Three Months Ended								Six Months Ended								First
	June 30,								June 30,								Quarter
	2011				2010				2011				2010				2011
Flat Roll Division	680,679				622,861				1,390,293				1,372,119				709,614
The Techs	186,903				191,960				387,627				402,505				200,724
Sheet products	867,582		65	%	814,821		69	%	1,777,920		66	%	1,774,624		71	%	910,338		68	%
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
Long products	585,436		44	%	450,167		38	%	1,128,473		42	%	893,166		36	%	543,037		40	%
Total shipments	1,453,018				1,264,988				2,906,393				2,667,790				1,453,375
Intra-segment shipments	(35,842	)	(3	)%	(21,259	)	(2	)%	(72,313	)	(3	)%	(32,346	)	(1	)%	(36,471	)	(3	)%
Segment shipments	1,417,176				1,243,729				2,834,080				2,635,444				1,416,904
Intra-company shipments	(79,568	)	(6	)%	(65,607	)	(5	)%	(153,070	)	(5	)%	(136,473	)	(6	)%	(73,502	)	(5	)%
External shipments	1,337,608				1,178,122				2,681,010				2,498,971				1,343,402

Sheet Products.  Our Flat Roll Division sells a broad range of sheet steel products, such as hot rolled, cold rolled and coated steel products, including a large variety of specialty products such as light gauge hot rolled, galvanized, Galvalume® and painted products. The Techs operations, comprised of three galvanizing lines, also sells specialized galvanized sheet steels used in non-automotive applications. Our sheet operations represented 71% of our steel segment’s operating income in the second quarter of 2011, as compared to 66% in the second quarter of 2010, and 64% in the first quarter of 2011. The increase in the second quarter of 2011 percentage as compared to that of the second quarter of 2010 is due primarily to the increased profitability of our Flat Roll Division due to sales price per ton improvements versus both prior periods, and sales volume improvements versus the second quarter of 2010.

Long Products.  Our Structural and Rail Division sells structural steel beams and pilings and is also designed to produce and sell a variety of standard and premium-grade rail for the railroad industry. Our Engineered Bar Products Division primarily sells special bar quality and merchant bar quality rounds and round-cornered squares. Our Roanoke Bar Division sells billets and merchant steel products, including angles, plain rounds, flats and channels. Steel of West Virginia primarily sells merchant beams, channels and specialty structural steel sections.

Net sales for the segment increased in the second quarter of 2011 by $309.5 million, or 30%, compared to the second quarter of 2010, and $82.5 million, or 7%, on a linked-quarter basis. Second quarter 2011 steel segment shipments were up 14% compared to the same period in 2010 due to the improved domestic economic climate as steel mill utilization improved with increased automotive and heavy machinery demand, and service center inventories continue to remain at relative low levels. Linked-quarter 2011 steel segment shipments remained flat; however sheet products shipments decreased 5% while long products increased 8%. Order entry for sheet products has had periods of volatility and slowed late in the second quarter of 2011, while long products continued to show improvement with strong backlogs, especially at our Engineered Bar Products Division.  Although still at historically low levels due to the ongoing weak non-residential construction market, we have seen some improvement in order entry and backlog at our Structural and Rail Division. Additionally, demand for our rail products could be bolstered by our continued refinement of rail products and development of rail customer relationships.

Our second quarter 2011 average steel operations’ selling price per ton shipped, including intra-company shipments, increased $118 compared with the second quarter of 2010 and $58 compared with the first quarter of 2011. In sheet products, our second quarter 2011 average selling price per ton shipped increased $140 per ton compared with the second quarter of 2010 and $97 on a linked-quarter basis. Long products average selling prices increased $80 per ton compared with the second quarter of 2010, but decreased $8 on a linked-quarter basis.

Net sales for the segment increased by $544.1 million, or 27%, in the first six months of 2011 compared to the same period in 2010. Stronger demand for our steel products in conjunction with the improving economic climate to date in 2011 have driven increases in both volumes and product pricing as compared to the first six months of 2010. Total shipments for the first six months of 2011 were up 9% overall compared to the same period in 2010, with sheet products remaining relatively consistent and long products increasing 26%. Our first six months 2011 average steel operations’ selling price per ton shipped, including intra-company shipments, increased $138 compared with the first six months of 2010. In sheet products, our first six months of 2011 average selling price per ton shipped increased $142 per ton compared with the first six months of 2010, while long products average selling prices increased $124 per ton.

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Steel Operations Average Selling Prices and Volumes

Metallic raw materials used in our electric arc furnaces represent our single most significant manufacturing cost. Our metallic raw material cost per net ton consumed in our steel operations increased $51 in the second quarter 2011 compared with the second quarter of 2010, and increased $15 on a linked-quarter basis. During the second quarter of 2011 and 2010, respectively, our metallic raw material costs represented 68% and 62% of our steel operations’ manufacturing costs, excluding the operations of The Techs, which purchases, rather than produces, the steel it further processes. Our metallic raw material cost per net ton consumed in our steel operations increased $69 for the first six months of 2011 compared with the first six months of 2010, and represented 68% and 62% of our steel operations’ manufacturing costs, respectively, excluding the operations of The Techs.

Metals Recycling and Ferrous Resources Operations

Metals Recycling and Ferrous Resources Operations.  This operating segment includes our metals recycling operations, liquid pig iron manufacturing facility and iron nugget manufacturing start-up facility. In the second quarter of 2011 and 2010, and the first quarter of 2011, our metals recycling and ferrous resources operations accounted for 35%, 36%, and 37%, respectively, of our external net sales.  Operating income for the segment decreased $3.1 million in the second quarter of 2011, to $3.9 million, compared to the second quarter of 2010. Increased volumes for both ferrous and nonferrous metals were offset by decreased metal margins for ferrous metals; and the additional operating losses of $4.7 million (including noncontrolling interests impact of  $900,000) from the start-up iron nugget operations in the second quarter of 2011 over those of the second quarter of 2010 were more than offset by the increased operating income from Iron Dynamics, Inc. (IDI).  Operating income for the segment increased $12.3 million for the first six months of 2011, to $43.4 million, compared to the same period in 2010, as the metals recycling operating margin improved slightly, and the additional operating losses of $6.7 million (including noncontrolling interests impact of $1.3 million) from start-up iron nugget operations in the first half of 2011 over those in the first half of 2010 were more than offset by the increased operating income of IDI.

Metals Recycling and Ferrous Resources Operations Shipments

	Three Months Ended				Six Months Ended				First
	June 30,				June,				Quarter
	2011		2010		2011		2010		2011
Ferrous metal (gross tons)
Total	1,553,828		1,350,364		3,082,019		2,580,439		1,528,191
Intra-segment	(5,192	)	—		(5,192	)	—		—
Segment shipments	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 shipments	893,140		787,014		1,751,703		1,497,783		858,563
Nonferrous metals (thousands of pounds)
Total and segment shipments	255,113		236,648		541,758		474,893		286,645
Intra-company	(1,978	)	(1,946	)	(4,239	)	(4,140	)	(2,261	)
External shipments	253,135		234,702		537,519		470,753		284,384
Mesabi Nugget (metric tons) — intra-company	38,265		17,478		74,032		24,657		35,767
Iron Dynamics (metric tons) — intra-company	59,854		55,118		120,997		113,616		61,143

19

Metals Recycling.  Our metals recycling operations, OmniSource, represent our metals sourcing and processing operations and are the most significant source of income in this segment. These operations sell ferrous metals to steel mills and foundries, and nonferrous metals, such as copper, brass, aluminum and stainless steel to, among others, ingot manufacturers, copper refineries and mills, smelters, and specialty mills.  Our metals recycling operations represented 95% of this segment’s net sales during the second quarter of 2011 and the first quarter of 2011, and 96% during the second quarter 2010; and $11.2 million, $42.0 million, and $16.3 million of this segments’ operating income for these same quarters, respectively.

During the second quarter of 2011, metals recycling recorded sales of $1.0 billion on shipments of 1.55 million gross tons of ferrous metals and 255.1 million pounds of nonferrous metals, compared with sales of $815.4 million on shipments of 1.35 million gross tons of ferrous and 236.6 million pounds of nonferrous metals during the same period in 2010. In the first quarter of 2011, metals recycling sales were $1.1 billion on shipments of 1.5 million gross tons of ferrous metals and 286.6 million pounds of nonferrous metals. During the second quarter of 2011, the metals recycling operations provided approximately 54% of the steel scrap purchased by our steel mills. This represented 42% of the metals recycling operations’ ferrous shipments for the second quarter of 2011 and 2010, as compared to 44% during the first quarter of 2011. During the first six months of 2011, metals recycling recorded sales of $2.1 billion on shipments of 3.1 million gross tons of ferrous metals and 541.8 million pounds of nonferrous metals, compared with sales of $1.5 billion on shipments of 2.6 million tons of ferrous and 474.9 million pounds of nonferrous metals. Sales prices of ferrous and nonferrous metals increased 10% and 14%, respectively, in the second quarter of 2011 versus the same period in 2010, and increased 15% and 13%, respectively, in the first six months 2011 versus the same period in 2010. The increased volume and pricing of our ferrous metals is directly impacted by the increase in both domestic steel mill utilization and global steel mill production, since the steel industry is our primary ferrous customer.

Operating income for metals recycling decreased $5.1 million, to $11.2 million, in the second quarter of 2011, compared to the second quarter of 2010, despite the increase in ferrous and nonferrous sales volumes, due primarily to decreased metals margins in ferrous metals of 14%.  Metals recycling operating income decreased $30.9 million on a linked-quarter basis due decreases in ferrous metal margins of 10% and nonferrous metals margins of 38%.  The nonferrous metals margin decrease included a net unfavorable change of $14.3 million in unrealized hedging activity, with the second quarter of 2011 having $4.8 million of unrealized losses and the first quarter of 2011 having $9.5 million of unrealized gains.  Operating income for metals recycling increased $2.2 million in the first six months of 2011 as compared to the same period in 2010 with the impact of ferrous volume increases largely offset by decreased metals margins of 14%, while nonferrous metal margins held consistent between periods.

Ferrous Resources.  Our ferrous resource operations consist primarily of the revenues and expenses associated with our IDI scrap substitute manufacturing facility, and our iron-nugget manufacturing facility, Mesabi Nugget. IDI primarily produces liquid pig iron which is used as a scrap substitute raw material input exclusively at our Flat Roll Division. Mesabi Nugget, which began initial production of iron nuggets in January 2010, continues to refine and improve its pioneering production process, and has seen improvement in its monthly “up-time” and production results.  Mesabi Nugget iron nuggets have to date been used as a raw material input at our steel mills.  The operating loss of Mesabi Nugget start-up operations in the second quarter of 2011 was $4.7 million higher than in the second quarter of 2010 and $2.4 million higher than in the first quarter of 2011 (including noncontrolling interest impact of $900,000 and $460,000, respectively).  The increase in the second quarter 2011 as compared to the prior noted quarters was due to a planned three-week May 2011 furnace reline outage. The operating loss of Mesabi Nugget start-up operations increased $6.7 million in the first six months of 2011 over that of the first six months of 2010 (including noncontrolling interest impact of $1.3 million), when the location commissioned initial start-up.

Steel Fabrication Operations

Our steel fabrication operations include six operating and two idled New Millennium Building Systems’ plants located in the Midwest, Southeastern and Southwestern parts of the United States, and Northern Mexico.  Revenues from these plants are generated from the fabrication of trusses, girders, steel joists and steel decking used within the non-residential construction industry. Steel fabrication operations accounted for 3% of our external net sales during the second quarter of 2011 and 2010, and the first quarter of 2011. The operating loss for the segment was $1.6 million in the second quarter of 2011, compared to $4.7 million in the second quarter of 2010, and $2.9 million in the first quarter of 2011. Operating loss for the segment was $4.5 million for the first six months of 2011 compared to an operating loss of $11.3 million for the first six months of 2010.

Net sales for the segment increased by $19.7 million, or 47%, in the second quarter of 2011 compared to the second quarter of 2010, and $9.3 million, or 18%, on a linked-quarter basis. Both volumes and pricing increased in the second quarter of 2011 when compared with the same period in 2010 and the first quarter of 2011, with our average steel fabrication operations’ selling price per ton shipped increasing $288, or 29%, during the second quarter of 2011 versus the same period in 2010, and increasing $102, or 9%, on a linked-quarter basis. Sales volumes increased 6,000 tons, or 14%, to 48,000 tons in the second quarter of 2011 compared to the second quarter of 2010, and 8% on a linked-quarter basis.  Net sales for the segment increased $48.3 million to $114.6 million for the first six months of 2011 as compared to the first six months of 2010. Our average steel fabrication operations’ selling price per ton shipped increased $268, or 27%, in the first six months of 2011 as compared to the same period in 2010, and selling volumes increase 36% to 92,000 tons. While we have seen some increased order entry and sales volumes in the fabrication segment in 2011 versus 2010, the non-residential construction market continues to be at historically low levels, and we anticipate that if the non-residential market continues to develop, it may be slowly.

20

The purchase of various steel products is the largest single cost of production for our steel fabrication operations. During the second quarter of 2011 and 2010, the cost of steel products purchased represented 71% of the total cost of manufacturing for our steel fabrication operations; while the cost of steel increased in the second quarter of 2011, as compared to the same period in 2010 by $122 per ton. Margins expanded during the second quarter of 2011 versus those of the second quarter of 2010 as increases in selling values outpaced raw material cost increases, resulting in increased segment gross margin of $5.4 million. During the first six months of 2011 and 2010, the cost of steel products consumed represented 69% and 68%, respectively, of the total cost of manufacturing for our steel fabrication operations, and the cost of steel increased in the first six months of 2011 as compared to the same period in 2010 by $101 per ton. As the increase in selling prices outpaced the increase in input costs, the segment’s gross margin increased $12.2 million in the first six months of 2011 versus the same period in 2010.

Steel Fabrication Operations Average Selling Prices and Volumes

Second Quarter Consolidated Results 2011 vs. 2010

Selling, General and Administrative Expenses. Selling, general and administrative expenses (including profit sharing and amortization of intangible assets) were $88.2 million during the second quarter of 2011, as compared to $75.3 million during the second quarter of 2010, an increase of $12.8 million, or 17%. Our selling, general and administrative expenses represented 4% and 5% of our total net sales during the second quarter of 2011 and 2010, respectively. The percentage decrease is primarily a result of improved net sales in the second quarter of 2011 compared with the prior year as measured against certain fixed cost components in selling, general and administrative expenses.

The most significant increase in our selling, general and administrative expenses was due to increased profit sharing expense during the second quarter of 2011, as a result of increased profitability in 2011. During the second quarter of 2011, we recorded expense of $12.0 million related to our Steel Dynamics performance-based profit sharing plan (and $2.5 million of other profit sharing), while expense of $6.8 million (and $1.0 million of other profit sharing) was recorded in the second quarter of 2010. The contribution percentage for this plan consists of 2% of consolidated pretax earnings plus a unique percentage of each of our operating segments’ pretax earnings. The resulting total contribution percentage was 7% of consolidated pretax earnings (before profit sharing) during the second quarter of 2011.

Interest Expense, net of Capitalized Interest.  During the second quarter of 2011, gross interest expense decreased $200,000, or 0.4%, to $45.2 million, and capitalized interest decreased $1.5 million to $400,000, when compared to the same period in 2010. The interest capitalization that occurred during these periods resulted from the interest required to be capitalized with respect to construction activities at our various operating segments, which with the completion of several of our construction projects, was not as significant in the second quarter 2011. Our weighted-average interest rate on our outstanding borrowings was 7.3% at June 30, 2011 and 2010. We currently anticipate gross interest expense to remain consistent through the remainder of the year.

Other (Income) Expense, net.  Other income was $5.7 million during the second quarter of 2011, as compared to $3.5 million during the same period in 2010. During the second quarter of 2011, we recorded interest income of $1.3 million versus $950,000 in the same period in 2010.

Income Taxes.  During the second quarter of 2011, our income tax expense was $53.3 million, as compared to $29.9 million during the same period in 2010. Our effective income tax rate before noncontrolling interests was 35.8% and 39.0%, during the second quarter of 2011 and 2010, respectively. The lower rate in the second quarter of 2011 was due to discrete tax benefits recorded during the quarter, including the reduction of our deferred tax provision due to recent changes in Indiana tax law.

21

First Six Months Consolidated Results 2011 vs. 2010

Selling, General and Administrative Expenses.  Selling, general and administrative expenses were $178.6 million during the first six months of 2011, as compared to $153.5 million during the same period in 2010, an increase of $25.1 million, or 16%. During the first six months of 2011 and 2010, selling, general and administrative expenses represented approximately 4% and 5% of net sales, respectively. The percentage decrease is primarily a result of improved net sales in 2011 to date compared with the prior year same period as measured against certain fixed cost components in selling, general and administrative expenses.  The increase in selling, general and administrative expenses in the first six months of 2011 compared to the first six months of 2010 primarily relates to recording profit sharing expense of $25.2 million related to our Steel Dynamics performance-based profit sharing plan (and $4.4 million of other profit sharing) during the first six months of 2011 as compared to expense of $15.3 million (and $2.0 million of other profit sharing ) during the same period in 2010.

Interest Expense, net of Capitalized Interest.  During the first six months of 2011, gross interest expense increased $2.5 million, or 3%, to $88.9 million, and capitalized interest decreased $4.7 million, or 86%, to $737,000, as compared to the same period in 2010. The increase in gross interest expense for the first six months of 2011 compared to the first six months of 2010 is primarily a result of our issuance of $350.0 million of 7 5/8% senior notes due 2020, in March 2010. The interest capitalization that occurred during these periods resulted from the interest required to be capitalized with respect to construction activities at our various operating segments, which with the completion of several of our construction projects, is not as significant in 2011.

Other (Income) Expense, net.  Other income was $10.3 million during the first six months of 2011, as compared to $6.6 million during the same period in 2010. Interest income was $2.3 million for the first six months of 2011 versus $1.9 million in 2010.

Income Taxes.  During the first six months of 2011, our income tax provision was $115.6 million, as compared to $64.4 million during the same period in 2010, and our effective income tax rates before noncontrolling interests were 36.6% and 36.9%, respectively.

Liquidity and Capital Resources

Our business is capital intensive and requires substantial expenditures for, among other things, the purchase and maintenance of equipment used in our steelmaking and finishing operations and to remain in compliance with environmental laws. Our short-term and long-term liquidity needs arise primarily from capital expenditures, working capital requirements and principal and interest payments related to our outstanding indebtedness. We have met these liquidity requirements with cash provided by operations, issuances of common stock, long-term borrowings and state and local grants.

Working Capital.  During the first six months of 2011, our operational working capital position, representing our cash invested in trade receivables, inventories and income taxes receivable, less current liabilities other than debt, increased $169.4 million to $1.4 billion compared to December 31, 2010. Trade receivables increased $227.2 million, or 37%, during the first six months of 2011 to $849.4 million, of which over 98% were current or less than 60 days past due. Our largest customer is an affiliated company, Heidtman Steel, which represented 5% of our outstanding trade receivables at June 30, 2011, and December 31, 2010. Trade receivables increased during the first six months of 2011 due to increased sales from higher product prices and volumes compared to the fourth quarter of 2010. Total inventories increased $81.1 million, or 7%, to $1.2 billion during the first six months of 2011. Our raw materials, primarily steel scrap inventories, increased by approximately $8.8 million during the first six months of 2011, with scrap volumes decreasing by 75,000 gross tons (9%), but pricing increasing moreso. Likewise our work-in-process and finished goods inventories increased $65.1 million, with volumes increasing by 64,000 tons. Our trade payables and general accruals increased $116.9 million, or 21%, during the first six months of 2011. The increase in trade payables is a reflection of the increased production activities and commodity raw material pricing and purchasing prior to June 30, 2011, compared to that at December 31, 2010. The increase in accrued profit sharing is due to the increase in pretax income during 2011 when compared to 2010, as our profit sharing is directly tied to earnings.

Capital Investments.  During the first six months of 2011, we invested $53.7 million in property, plant and equipment, of which $18.4 million was within our steel operations, $20.0 million related to our metals recycling operations and $4.5 million related to our Mesabi Nugget and Mesabi Mining facilities. We believe these capital investments will benefit our net sales and related cash flows as each project reaches completion and attains appropriate operational metrics. We continue to estimate capital expenditures for the year 2011 to be approximately $200 million or less.

Capital Resources and Long-term Debt.  During the first six months of 2011, our total outstanding debt decreased $7.5 million to $2.4 billion. 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 interest, and our total stockholders’ equity, was 50.7% at June 30, 2011, and 52.8% at December 31, 2010. At June 30, 2011, there were no outstanding borrowings under our senior secured revolver, which is subject to a monthly borrowing base.

Our senior secured credit agreement contains financial covenants and other covenants that limit or restrict our ability to make capital expenditures; incur indebtedness; permit liens on property; enter into transactions with affiliates; make restricted payments or investments; enter into mergers, acquisitions or consolidations; conduct asset sales; pay dividends or distributions and enter into other specified transactions and activities. Our ability to borrow funds within the terms of the revolver is dependent upon our continued compliance with our financial covenants, and other covenants contained in the senior secured credit agreement.

22

The current financial covenants under our senior secured credit agreement 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 trailing months (LTM) consolidated adjusted EBITDA (earnings before interest, taxes, depreciation, amortization, and certain other non-cash transactions as allowed in our senior secured credit agreement) by our LTM gross interest expense. We must also maintain a first lien debt to LTM EBITDA ratio of not more than 3.00:1.00. In addition, a total debt to consolidated LTM adjusted EBITDA ratio of not more than 5.00:1.00 must be maintained. If the total debt to EBITDA ratio exceeds 3.50:1:00 at any time, then the ability of the company to make restricted payments as defined in the credit agreement (which includes cash dividends to stockholders and share purchases, among other things), is limited to $25.0 million per quarter.

At June 30, 2011, our first lien leverage ratio, interest coverage ratio, and total debt leverage ratio was 0.03:1.00, 4.55:1.00, and 3.04:1.00, respectively. We were in compliance with these covenants at June 30, 2011, and we expect to remain in compliance during the remainder of 2011.

The senior secured credit agreement also contains a monthly borrowing base requirement regarding the maximum availability for the revolver.  At the end of each month, our revolver must be the lesser of:

1.$924.0 million less other applicable commitments, such as letters of credit and other secured debt, as defined within the credit agreement; or

2.The sum of 85% of our eligible accounts receivable and 65% of our eligible inventories, less other applicable commitments, such as letters of credit and other secured debt, as defined within the credit agreement.

At June 30, 2011, we had $907.4 million of funding availability pursuant to our senior secured revolving credit agreement

Cash Dividends.  We declared cash dividends of $43.7 million, or $0.20 per common share ($0.10 per common share each quarter), during the first six months of 2011 and $32.5 million, or $0.15 per common share ($0.075 per common share per quarter), during the first six months of 2010. We paid cash dividends of $38.1 million and $32.4 million during the first six months of 2011 and 2010, respectively. Our board of directors, along with executive management, approves the payment of dividends on a quarterly basis.  During the remainder of 2011, we anticipate maintaining our current level of quarterly dividends; however, the determination to pay cash dividends in the future will be 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. In addition, the terms of our senior secured revolving credit agreement and the indenture relating to our senior notes restrict the amount of cash dividends we can pay.

Other.  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 you that our operating results, cash flow, 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 flow from operations, together with other available sources of funds, including additional borrowings under our senior secured credit agreement through its term, which expires in June 2012, will be adequate for the next twelve months for making required payments of principal and interest on our indebtedness, funding working capital requirements and anticipated capital expenditures. We anticipate being able to put in place a new senior secured credit agreement that is sufficient for our capital and liquidity needs prior to the expiration of our current agreement in June 2012.

Other Matters

Inflation.  We believe that inflation has not had a material effect on our results of operations.

Environmental and Other Contingencies. We have incurred, and in the future will continue to incur, capital expenditures and operating expenses for matters relating to environmental control, remediation, monitoring, and compliance. We believe, apart from our dependence on environmental construction and operating permits for our existing and proposed manufacturing facilities, that compliance with current environmental laws and regulations is not likely to have a materially adverse effect on our financial condition, results of operations or liquidity; however, environmental laws and regulations have changed rapidly in recent years, and we may become subject to more stringent environmental laws and regulations in the future, such as the impact of United States government or various governmental agencies introducing regulatory changes in response to the potential of climate change.

Critical Accounting Policies and Estimates

No material changes have occurred to the indicated critical accounting policies and estimates as disclosed in our 2010 Annual Report on Form 10-K.

23

ITEM 3.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Interest Rate Risk

In the normal course of business, we are exposed to interest rate changes. Our objectives in managing exposure to interest rate changes are to limit the impact of these rate changes on earnings and cash flows and to lower overall borrowing costs. To achieve these objectives, we primarily use interest rate swaps to manage net exposure to interest rate changes related to our portfolio of borrowings.  We did not have any interest rate swaps during the periods ended June 30, 2011 or 2010.

Commodity Risk

In the normal course of business we are exposed to the market risk and price fluctuations related to the sale of steel products and to the purchase of commodities used in our production process, such as metallic raw materials, electricity, natural gas and alloys. 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 certain commodities such as fuel, zinc, iron ore, electricity, and natural gas and its transportation. Certain commitments contain provisions which require us to “take or pay” for specified quantities without regard to actual usage for periods of up to 24 months for physical commodity requirements and for up to 10 years for commodity transportation requirements. We also purchase electricity consumed at our Flat Roll Division pursuant to a contract which extends through December 2012. The contract designates 160 hours annually as “interruptible service” and establishes an agreed fixed-rate energy charge per Mill/kWh consumed for each year through the expiration of the agreement. At June 30, 2011, no material changes had occurred related to these commodity risks from the information disclosed in our Annual Report on Form 10-K for the year ended December 31, 2010. 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 operations we have certain fixed price contracts with various customers and suppliers for future delivery of nonferrous 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. At June 30, 2011, we had a cumulative unrealized loss associated with these financial contracts of $310,000 all of which have a settlement date within the next twelve months. We expect the customer contracts associated with the financial contracts to be fully consummated.

ITEM 4.CONTROLS AND PROCEDURES

(a)  Evaluation of Disclosure Controls and Procedures.  Our management, with the participation of our chief executive officer and chief financial officer, evaluated the effectiveness of our disclosure controls and procedures as of June 30, 2011. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commissions rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. Based on the evaluation of our disclosure controls and procedures as of June 30, 2011, our chief executive officer and chief financial officer concluded that, as of such date, our disclosure controls and procedures were effective.

(b)  Changes in Internal Controls Over Financial Reporting.  No change 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 June 30, 2011 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

24

PART II

OTHER INFORMATION

ITEM 1.LEGAL PROCEEDINGS

The company as well as its various subsidiaries, is from time to time involved in various lawsuits and/or governmental claims in the ordinary course of business. None of these lawsuits or claims at the present time, singly or in the aggregate, except as disclosed below, is material.

On September 17, 2008, we and eight other steel manufacturing companies were served with a class action antitrust complaint, filed in the United States District Court for the Northern District of Illinois in Chicago by Standard Iron Works of Scranton, Pennsylvania, alleging violations of Section 1 of the Sherman Act.  The Complaint alleges that the defendants conspired to fix, raise, maintain and stabilize the price at which steel products were sold in the United States, starting in 2005, by artificially restricting the supply of such steel products.  Seven additional lawsuits, each of them materially similar to the original, have also been filed in the same federal court, each of them likewise seeking similar class certification.  All but one of the Complaints purport to be brought on behalf of a class consisting of all direct purchasers of steel products between January 1, 2005, and the present.  The other Complaint purports to be brought on behalf of a class consisting of all indirect purchasers of steel products within the same time period.  In addition, on December 28, 2010, we and the other co-defendants were served with a substantially similar complaint in the Circuit Court of Cocke County, Tennessee, purporting to be on behalf of indirect purchasers of steel products in Tennessee. The case has been removed to federal court. All Complaints seek treble damages and costs, including reasonable attorney fees, pre- and post-judgment interest and injunctive relief.  On January 2, 2009, Steel Dynamics and the other defendants filed a Joint Motion to Dismiss all of the direct purchaser lawsuits. On June 12, 2009, however, the Court denied the Motion. The parties are currently conducting discovery. We believe that the lawsuits are without merit and we are aggressively defending these actions.  Due to the uncertain nature of litigation, we cannot presently determine the ultimate outcome of this litigation, however we have determined, based on the information available at this time, that there is not presently a “reasonable possibility” (as that term is defined in ASC 450-20-20), that the outcome of these legal proceedings would have a material impact on our financial condition, results of operations, or liquidity.

Although not presently necessary or appropriate to make a dollar estimate of exposure to loss, if any, in connection with the above matter, we may in the future determine that a loss accrual is necessary. Although we may make loss accruals, if and as warranted, any amounts that we may accrue from time to time could vary significantly from the amounts we actually pay, due to inherent uncertainties and the inherent shortcomings of the estimation process, the uncertainties involved in litigation and other factors. Additionally, an adverse result could have a material effect on our financial condition, results of operations and liquidity.

On October 25, 2010, our wholly-owned subsidiary, OmniSource Corporation, was indicted by a Grand Jury in Marion County, Indiana, on multiple criminal charges involving the alleged receipt or attempted receipt of stolen property and related racketeering charges. We vigorously denied these charges and engaged in an aggressive defense against them.  On December 30, 2010, we filed a Motion to Dismiss this indictment, on multiple grounds, on February 4, 2011 this Motion was argued, and on May 4, 2011 the judge of the Marion County, Indiana Superior Court dismissed these charges.  In a related matter, on October 18, 2010, our Indianapolis subsidiary filed a civil replevin lawsuit against the then Prosecutor, seeking return of cash previously seized by the police preceding the indictment.  The Prosecutor then asserted a counterclaim against OmniSource, seeking forfeiture of OmniSource property.  This counterclaim was likewise vigorously disputed and aggressively defended.

On July 13, 2011, in a Joint Press Release issued by the new and recently elected Prosecutor of Marion County, together with OmniSource Corporation, the Prosecutor announced that all criminal charges and all civil claims asserted in the counterclaim against OmniSource have been dismissed, with prejudice, and all monies seized from OmniSource by the police is being returned to OmniSource.  The parties have agreed to work together to build upon OmniSource’s long-standing and nationally recognized anti-metal theft training and enforcement program, with enhanced training available to both other scrap dealers and to law enforcement personnel.  OmniSource also agreed to donate the proceeds returned to it to a City of Indianapolis Law Enforcement Fund, to be utilized in connection with such training activities.

25

ITEM 1A.RISK FACTORS

No material changes have occurred to the indicated risk factors as disclosed in our 2010 Annual Report on Form 10-K.

ITEM 2.UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3.DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 5.OTHER INFORMATION

None.

ITEM 6.EXHIBITS

Executive Officer Certifications

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 2002.
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 2002.
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 2002.
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 2002.

XBRL Documents

101.INS*	XBRL Instance Document
101.SCH*	XBRL Taxonomy Extension Schema Document
101.CAL*	XBRL Taxonomy Extension Calculation Document
101.LAB*	XBRL Taxonomy Extension Label Document
101.PRE*	XBRL Taxonomy Presentation Document
101.DEF*	XBRL Taxonomy Definition Document

*      Filed concurrently herewith

26

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.

August 5, 2011
		STEEL DYNAMICS, INC.
	By:	/s/ Theresa E. Wagler
		Theresa E. Wagler
		Executive Vice President and Chief Financial Officer

27

EX-31.1

EXHIBIT 31.1

CERTIFICATION

I, Keith E. Busse, certify that:

1.I have reviewed this quarterly report for the period ended June 30, 2011, on Form 10-Q of Steel Dynamics, Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

/s/ Keith E. Busse

Keith E. Busse

Chairman and Chief Executive Officer

August 5, 2011

EX-31.2

EXHIBIT 31.2

CERTIFICATION

I, Theresa E. Wagler, certify that:

1.I have reviewed this quarterly report for the period ended June 30, 2011, on Form 10-Q of Steel Dynamics, Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

/s/ Theresa E. Wagler

Theresa E. Wagler

Executive Vice President and Chief Financial Officer

August 5, 2011

EX-32.1

EXHIBIT 32.1

Chief Executive Officer Certification

Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to

Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report of Steel Dynamics, Inc. (the “Company”) on Form 10-Q for the period ended June 30, 2011 (the “Report”), as filed with the Securities and Exchange Commission on the date hereof, I, Keith E. Busse, Chairman and Chief Executive Officer of Steel Dynamics, Inc., certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1.The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Keith E. Busse

Keith E. Busse

Chairman and Chief Executive Officer

August 5, 2011

A signed original of this written statement required by Section 906 has been provided to Steel Dynamics, Inc. and will be retained by Steel Dynamics, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.2

EXHIBIT 32.2

Principal Financial Officer Certification

Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to

Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report of Steel Dynamics, Inc. (the “Company”) on Form 10-Q for the period ended June 30, 2011 (the “Report”), as filed with the Securities and Exchange Commission on the date hereof, I, Theresa E. Wagler, Chief Financial Officer of Steel Dynamics, Inc., certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1.The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Theresa E. Wagler

Theresa E. Wagler

Executive Vice President and Chief Financial Officer

August 5, 2011

A signed original of this written statement required by Section 906 has been provided to Steel Dynamics, Inc. and will be retained by Steel Dynamics, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

XML



CONSOLIDATED STATEMENTS OF INCOME (USD $) In Thousands, except Per Share data	3 Months Ended		6 Months Ended
	Jun. 30, 2011	Jun. 30, 2010	Jun. 30, 2011	Jun. 30, 2010
Net sales
Unrelated parties	$ 2,004,283	$ 1,570,093	$ 3,945,947	$ 3,066,175
Related parties	75,448	62,706	149,753	122,414
Total net sales	2,079,731	1,632,799	4,095,700	3,188,589
Costs of goods sold	1,803,345	1,440,815	3,523,560	2,786,123
Gross profit	276,386	191,984	572,140	402,466
Selling, general and administrative expenses	63,631	55,957	128,772	113,117
Profit sharing	14,454	7,827	29,657	17,271
Amortization of intangible assets	10,082	11,565	20,166	23,146
Total selling, general and administrative expenses	88,167	75,349	178,595	153,534
Operating income	188,219	116,635	393,545	248,932
Interest expense, net of capitalized interest	44,812	43,448	88,158	80,963
Other income, net	(5,745)	(3,521)	(10,312)	(6,602)
Income before income taxes	149,152	76,708	315,699	174,571
Income taxes	53,326	29,911	115,643	64,385
Net income	95,826	46,797	200,056	110,186
Net loss attributable to noncontrolling interests	2,884	2,410	4,557	3,990
Net income attributable to Steel Dynamics, Inc.	$ 98,710	$ 49,207	$ 204,613	$ 114,176
Basic earnings per share attributable to Steel Dynamics, Inc. stockholders (in dollars per share)	$ 0.45	$ 0.23	$ 0.94	$ 0.53
Weighted average common shares outstanding (in shares)	218,500	216,635	218,246	216,459
Diluted earnings per share attributable to Steel Dynamics, Inc. stockholders, including the effect of assumed conversions when dilutive (in dollars per share)	$ 0.43	$ 0.22	$ 0.89	$ 0.51
Weighted average common shares and share equivalents outstanding (in shares)	236,266	234,600	236,245	234,630
Dividends declared per share (in dollars per share)	$ 0.10	$ 0.075	$ 0.20	$ 0.15

XML



CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) In Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2011	Jun. 30, 2010	Jun. 30, 2011	Jun. 30, 2010
Operating activities:
Net income	$ 95,826	$ 46,797	$ 200,056	$ 110,186
Adjustments to reconcile net income to net cash provided by 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
Loss on disposal of property, plant and equipment	139	550	96	1,506
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)
Other assets	2,315	(9,529)	5,697	(8,589)
Accounts payable	2,750	(22,707)	96,925	95,510
Income taxes receivable/payable	(17,119)	60,416	28,320	97,549
Accrued expenses	(12,521)	(29,730)	6,697	26,066
Net cash provided by operating activities	165,997	19,351	169,934	92,093
Investing activities:
Purchases 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 the 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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Description of the Business and Significant Accounting Policies (Details)	3 Months Ended		6 Months Ended
	Jun. 30, 2011	Jun. 30, 2010	Jun. 30, 2011	Jun. 30, 2010
Description of the Business and Significant Accounting Policies
Number of reporting segments (as a number)			3
Steel Operations
Segment Reporting Information
Percentage of external net sales (as a percent)	61.00%	60.00%	60.00%	61.00%
Metals Recycling and Ferrous Resources Operations
Segment Reporting Information
Percentage of external net sales (as a percent)	35.00%	36.00%	36.00%	35.00%
Steel Fabrication Operations
Segment Reporting Information
Percentage of external net sales (as a percent)	3.00%	3.00%	3.00%	2.00%

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CONSOLIDATED BALANCE SHEETS (USD $) In Thousands	Jun. 30, 2011	Dec. 31, 2010
Current assets
Cash and equivalents	$ 277,691	$ 186,513
Accounts receivable, net	797,577	584,068
Accounts receivable-related parties	51,824	38,121
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
Current liabilities
Accounts payable	443,693	335,031
Accounts payable-related parties	12,166	13,570
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
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 voting, $.0025 par value; 900,000,000 shares authorized; 254,987,769 and 254,002,799 shares issued; and 218,648,678 and 217,574,826 shares outstanding, as of June 30, 2011 and December 31, 2010, respectively	636	633
Treasury stock, at cost; 36,339,091 and 36,427,973 shares, as of June 30, 2011 and December 31, 2010, respectively	(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
7 3/8% senior notes, due 2012
Long-term debt
Senior notes	700,000	700,000
5.125% convertible senior notes, due 2014
Long-term debt
Convertible senior notes	287,500	287,500
6 3/4% senior notes, due 2015
Long-term debt
Senior notes	500,000	500,000
7 3/4% senior notes, due 2016
Long-term debt
Senior notes	500,000	500,000
7 5/8% senior notes, due 2020
Long-term debt
Senior notes	$ 350,000	$ 350,000

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Inventories (Details) (USD $) In Thousands	Jun. 30, 2011	Dec. 31, 2010
Inventories
Raw materials	$ 598,699	$ 589,859
Supplies	239,052	231,816
Work-in-progress	140,328	94,346
Finished goods	217,115	198,042
Total inventories	$ 1,195,194	$ 1,114,063

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Segment Information

6 Months Ended

Jun. 30, 2011

Segment Information

Segment Information

Note 8.  Segment Information

The company has three reportable segments: steel operations, metals recycling and ferrous resources operations, and steel fabrication operations.  These operations are described in Note 1 to the financial statements.  Revenues included in the category “Other” are from subsidiary operations that are below the quantitative thresholds required for reportable segments and primarily consist of further processing, slitting, and sale of certain steel products and the resale of certain secondary and excess steel products.  In addition, “Other” also includes certain unallocated corporate accounts, such as the company’s senior secured credit facilities, senior notes and convertible senior notes, certain other investments, and certain profit sharing expenses.

The company’s operations are primarily organized and managed by operating segment.  Operating segment performance and resource allocations are primarily based on operating results before income taxes.  The accounting policies of the reportable segments are consistent with those described in Note 1 to the financial statements. Intra-segment and intra-company sales and any related profits are eliminated in consolidation. Refer to the company’s Annual Report on Form 10-K for the year ended December 31, 2010, for more information related to the company’s segment reporting.  The company’s segment results for the three and six-month periods ended June 30, 2011 and 2010 are as follows (in thousands):

For the three months ended			Metals Recycling /			Steel Fabrication
June 30, 2011	Steel Operations		Ferrous Resources			Operations			Other			Eliminations		Consolidated
Net Sales
External	$	1,221,472	$	647,845		$	61,939		$	25,718		—		$	1,956,974
External Non-U.S.	45,803		76,834			—			120			—		122,757
Other segments	62,191		353,192			23			2,948			(418,354	)	—
	1,329,466		1,077,871			61,962			28,786			(418,354	)	2,079,731
Operating income (loss)	213,968		3,885			(1,635		)	(25,422		)(1)	(2,577	)(2)	188,219
Income (loss) before income taxes	192,782		(6,354		)	(3,334		)	(31,338		)	(2,604	)	149,152
Depreciation and amortization	27,651		25,706			1,620			1,331			(51	)	56,257
Capital expenditures	11,155		21,632			419			1,770			—		34,976
As of June 30, 2011
Assets	2,712,461		2,536,751			229,988			632,242		(3)	(210,989	)(4)	5,900,453
Liabilities	467,195		563,908			16,715			2,740,245		(5)	(199,098	)(6)	3,588,965

Footnotes related to the three months ended June 30, 2011 segment results (in millions):

(1)	Corporate SG&A	$	(10.0	)
	Company-wide stock option expense	(3.7		)
	Profit sharing	(11.9		)
	Other, net	0.2
	Total	$	(25.4	)
(2)	Margin reduction from intra-company sales	$	(2.6	)
(3)	Cash and equivalents	$	265.6
	Income taxes receivable	15.3
	Deferred income taxes	21.1
	Property, plant and equipment, net	69.9
	Debt issuance costs	21.0
	Intra-company debt	153.7
	Other	85.6
	Total	$	632.2
(4)	Elimination of intra-company receivables	$	(42.3	)
	Elimination of intra-company debt	(153.7		)
	Other	(15.0		)
	Total	$	(211.0	)
(5)	Accounts payable	35.4
	Income taxes payable	11.6
	Accrued interest	33.7
	Accrued profit sharing	25.8
	Debt	2,340.9
	Deferred income taxes	227.0
	Other	65.8
	Total	$	2,740.2
(6)	Elimination of intra-company payables	$	(43.8	)
	Elimination of intra-company debt	(153.7		)
	Other	(1.6		)
	Total	$	(199.1	)

For the three months ended			Metals Recycling /			Steel Fabrication
June 30, 2010	Steel Operations		Ferrous Resources			Operations			Other			Eliminations			Consolidated
Net Sales
External	$	954,589	$	537,519		$	42,266		$	23,781		$	—		$	1,558,155
External Non-U.S.	22,048		52,406			—			190			—			74,644
Other segments	43,292		258,442			1			2,501			(304,236		)	—
	1,019,929		848,367			42,267			26,472			(304,236		)	1,632,799
Operating income (loss)	131,146		6,939			(4,713		)	(16,820		)(1)	83		(2)	116,635
Income (loss) before income taxes	111,778		(7,238		)	(6,021		)	(21,816		)	5			76,708
Depreciation and amortization	28,138		24,443			1,739			1,136			(58		)	55,398
Capital expenditures	17,146		13,682			43			10,089			—			40,960
As of June 30, 2010
Assets (7)	2,548,149		2,438,573			194,125			628,888		(3)	(263,930		)(4)	5,545,805
Liabilities (7)	409,311		569,956			20,957			2,705,058		(5)	(257,076		)(6)	3,448,206

Footnotes related to the three months ended June 30, 2010 segment results (in millions):

(1)	Corporate SG&A	$	(7.5	)
	Company-wide stock option expense	(2.9		)
	Profit sharing	(6.8		)
	Other, net	0.4
	Total	$	(16.8	)
(2)	Margin improvement from intra-company sales	$	0.1
(3)	Cash and equivalents	$	182.8
	Income taxes receivable	35.8
	Deferred income taxes	21.7
	Property, plant and equipment, net	54.8
	Debt issuance costs	27.0
	Intra-company debt	224.8
	Other	82.0
	Total	$	628.9
(4)	Elimination of intra-company receivables	$	(29.6	)
	Elimination of intra-company debt	(224.8		)
	Other	(9.5		)
	Total	$	(263.9	)
(5)	Accounts payable	$	32.0
	Income taxes payable	2.0
	Accrued interest	33.7
	Accrued profit sharing	16.8
	Debt	2,341.1
	Deferred income taxes	213.6
	Other	65.9
	Total	$	2,705.1
(6)	Elimination of intra-company payables	$	(30.1	)
	Elimination of intra-company debt	(224.8		)
	Other	(2.2		)
	Total	$	(257.1	)

(7) Certain segment deferred tax asset and liability accounts have been reclassified at June 30, 2010, to conform to the June 30, 2011 presentation. These reclassifications had no impact to the previously reported segment income statement information or consolidated income statements as previously reported, nor did they impact previously reported consolidated total assets or liabilities.

For the six months ended			Metals Recycling /		Steel Fabrication
June 30, 2011	Steel Operations		Ferrous Resources		Operations			Other			Eliminations		Consolidated
Net Sales
External	$	2,367,961	$	1,320,186	$	114,018		$	51,242		—		$	3,853,407
External Non-U.S.	94,378		147,658		—			257			—		242,293
Other segments	114,137		718,442		596			5,419			(838,594	)	—
	2,576,476		2,186,286		114,614			56,918			(838,594	)	4,095,700
Operating income (loss)	406,923		43,375		(4,518		)	(49,678		)(1)	(2,557	)(2)	393,545
Income (loss) before income taxes	365,491		22,730		(7,779		)	(62,080		)	(2,663	)	315,699
Depreciation and amortization	54,844		50,620		3,122			2,519			(102	)	111,003
Capital expenditures	18,434		31,883		951			2,401			—		53,669

Footnotes related to the six months ended June 30, 2011 segment results (in millions):

(1)	Corporate SG&A	$	(19.3	)
	Company-wide stock option expense	(7.4		)
	Profit sharing	(25.2		)
	Other, net	2.2
	Total	$	(49.7	)
(2)	Margin reduction from intra-company sales	$	(2.6	)

For the six months ended			Metals Recycling /		Steel Fabrication
June 30, 2010	Steel Operations		Ferrous Resources		Operations			Other			Eliminations			Consolidated
Net Sales
External	$	1,897,807	$	1,012,936	$	66,227		$	50,859		$	—		$	3,027,829
External Non-U.S.	51,397		109,052		—			311			—			160,760
Other segments	83,221		482,682		38			4,720			(570,661		)	—
	2,032,425		1,604,670		66,265			55,890			(570,661		)	3,188,589
Operating income (loss)	265,884		31,073		(11,293		)	(35,695		)(1)	(1,037		)(2)	248,932
Income (loss) before income taxes	229,666		6,175		(13,777		)	(45,739		)	(1,754		)	174,571
Depreciation and amortization	56,298		50,127		3,112			2,218			(85		)	111,670
Capital expenditures	29,217		31,358		150			11,557			(638		)	71,644

Footnotes related to the six months ended June 30, 2010 segment results (in millions):

(1)	Corporate SG&A	$	(17.0	)
	Company-wide stock option expense	(5.2		)
	Profit sharing	(15.3		)
	Other, net	1.8
	Total	$	(35.7	)
(2)	Margin reduction from intra-company sales	$	(1.0	)

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Changes in Equity (Details) (USD $) In Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2011	Jun. 30, 2010	Jun. 30, 2011	Jun. 30, 2010
Increase (Decrease) in Equity
Balance at the beginning of the period			$ 2,076,835
Proceeds from the exercise of stock options, including related tax effect			12,865
Dividends declared			(43,695)
Equity-based compensation and issuance of restricted stock			9,246
Contributions from noncontrolling investors			2,393
Distributions to noncontrolling investor			(506)
Net income	95,826	46,797	200,056	110,186
Comprehensive income (loss)			200,056
Balance at the end of the period	2,257,194		2,257,194
Common Stock
Increase (Decrease) in Equity
Balance at the beginning of the period			633
Proceeds from the exercise of stock options, including related tax effect			3
Balance at the end of the period	636		636
Additional Paid-In Capital
Increase (Decrease) in Equity
Balance at the beginning of the period			998,728
Proceeds from the exercise of stock options, including related tax effect			12,862
Equity-based compensation and issuance of restricted stock			7,471
Balance at the end of the period	1,019,061		1,019,061
Retained Earnings
Increase (Decrease) in Equity
Balance at the beginning of the period			1,821,133
Dividends declared			(43,695)
Net income			204,613
Comprehensive income (loss)			204,613
Balance at the end of the period	1,982,051		1,982,051
Treasury Stock
Increase (Decrease) in Equity
Balance at the beginning of the period			(727,624)
Equity-based compensation and issuance of restricted stock			1,775
Balance at the end of the period	(725,849)		(725,849)
Noncontrolling Interests
Increase (Decrease) in Equity
Balance at the beginning of the period			(16,035)
Contributions from noncontrolling investors			2,393
Distributions to noncontrolling investor			(506)
Net income			(4,557)
Comprehensive income (loss)			(4,557)
Balance at the end of the period	$ (18,705)		$ (18,705)

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Earnings Per Share (Details) (USD $) In Thousands, except Share data	3 Months Ended		6 Months Ended
	Jun. 30, 2011	Jun. 30, 2010	Jun. 30, 2011	Jun. 30, 2010
Anti-dilutive shares (in shares)			1,200,000	2,300,000
Net Income (Numerator)
Basic earnings - net income	$ 98,710	$ 49,207	$ 204,613	$ 114,176
5.125% convertible senior notes (in dollars)	2,358	2,377	4,716	4,754
Diluted earnings - net income (in dollars)	$ 101,068	$ 51,584	$ 209,329	$ 118,930
Shares (Denominator)
Weighted average common shares outstanding - basic (in shares)	218,500,000	216,635,000	218,246,000	216,459,000
Dilutive stock option effect (in shares)	1,384,000	1,583,000	1,617,000	1,789,000
5.125% convertible senior notes (in shares)	16,382,000	16,382,000	16,382,000	16,382,000
Weighted average common shares outstanding - diluted (in shares)	236,266,000	234,600,000	236,245,000	234,630,000
Per Share Amount
Basic earnings per share (in dollars per share)	$ 0.45	$ 0.23	$ 0.94	$ 0.53
Diluted earnings per share (in dollars per share)	$ 0.43	$ 0.22	$ 0.89	$ 0.51

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Inventories (Tables)

6 Months Ended

Jun. 30, 2011

Inventories

Schedule of inventories

	June 30,		December 31,
	2011		2010
Raw materials	$	598,699	$	589,859
Supplies	239,052		231,816
Work-in-progress	140,328		94,346
Finished goods	217,115		198,042
Total inventories	$	1,195,194	$	1,114,063

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Changes in Equity

6 Months Ended

Jun. 30, 2011

Changes in Equity

Changes in Equity

Note 4. Changes in Equity

The following table provides a reconciliation of the beginning and ending carrying amounts of total equity, equity attributable to stockholders of Steel Dynamics, Inc. and equity attributable to the noncontrolling interests (in thousands):

				Stockholders of Steel Dynamics, Inc.
	Total			Common		Additional Paid-In		Retained			Treasury			Noncontrolling
	Equity			Stock		Capital		Earnings			Stock			Interests
Balances at January 1, 2011	$	2,076,835		$	633	$	998,728	$	1,821,133		$	(727,624	)	$	(16,035	)
Proceeds from the exercise of stock options, including related tax effect	12,865			3		12,862
Dividends declared	(43,695		)					(43,695		)
Equity-based compensation and issuance of restricted stock	9,246					7,471					1,775
Contributions from noncontrolling investors	2,393													2,393
Distributions to noncontrolling investor	(506		)											(506		)
Net and comprehensive income (loss)	200,056							204,613						(4,557		)
Balances at June 30, 2011	$	2,257,194		$	636	$	1,019,061	$	1,982,051		$	(725,849	)	$	(18,705	)

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Condensed Consolidating Information (Details 2) (USD $) In Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2011	Jun. 30, 2010	Jun. 30, 2011	Jun. 30, 2010
Condensed Financial Statements, Captions
Net sales	$ 2,079,731	$ 1,632,799	$ 4,095,700	$ 3,188,589
Costs of goods sold	1,803,345	1,440,815	3,523,560	2,786,123
Gross profit (loss)	276,386	191,984	572,140	402,466
Selling, general and administrative	88,167	75,349	178,595	153,534
Operating income (loss)	188,219	116,635	393,545	248,932
Interest expense, net of capitalized interest	44,812	43,448	88,158	80,963
Other (income) expense, net	(5,745)	(3,521)	(10,312)	(6,602)
Income (loss) before income taxes and equity in net income of subsidiaries	149,152	76,708	315,699	174,571
Income taxes (benefit)	53,326	29,911	115,643	64,385
Net income (loss), including portion attributable to noncontrolling interest	95,826	46,797	200,056	110,186
Net loss attributable to noncontrolling interests	2,884	2,410	4,557	3,990
Net income (loss), attributable to Steel Dynamics, Inc.	98,710	49,207	204,613	114,176
Parent
Condensed Financial Statements, Captions
Net sales	952,487	726,120	1,865,304	1,453,153
Costs of goods sold	754,436	607,268	1,483,977	1,215,250
Gross profit (loss)	198,051	118,852	381,327	237,903
Selling, general and administrative	35,528	24,490	72,192	53,381
Operating income (loss)	162,523	94,362	309,135	184,522
Interest expense, net of capitalized interest	26,125	25,038	51,821	46,885
Other (income) expense, net	(3,704)	(4,482)	(6,883)	(7,266)
Income (loss) before income taxes and equity in net income of subsidiaries	140,102	73,806	264,197	144,903
Income taxes (benefit)	42,811	27,866	83,740	51,852
Net income (loss), including portion attributable to noncontrolling interest	97,291	45,940	180,457	93,051
Equity in net income of subsidiaries	1,419	3,267	24,156	21,125
Net income (loss), attributable to Steel Dynamics, Inc.	98,710	49,207	204,613	114,176
Guarantors
Condensed Financial Statements, Captions
Net sales	2,344,958	1,831,842	4,646,505	3,564,273
Costs of goods sold	2,239,226	1,740,778	4,404,604	3,363,533
Gross profit (loss)	105,732	91,064	241,901	200,740
Selling, general and administrative	54,094	50,479	109,987	100,526
Operating income (loss)	51,638	40,585	131,914	100,214
Interest expense, net of capitalized interest	18,264	17,677	35,526	32,858
Other (income) expense, net	(3,089)	(2,057)	(5,764)	(4,907)
Income (loss) before income taxes and equity in net income of subsidiaries	36,463	24,965	102,152	72,263
Income taxes (benefit)	13,768	9,465	38,672	27,038
Net income (loss), including portion attributable to noncontrolling interest	22,695	15,500	63,480	45,225
Net income (loss), attributable to Steel Dynamics, Inc.	22,695	15,500	63,480	45,225
Combined Non-Guarantors
Condensed Financial Statements, Captions
Net sales	50,943	35,359	98,465	66,769
Costs of goods sold	66,156	44,291	123,751	83,747
Gross profit (loss)	(15,213)	(8,932)	(25,286)	(16,978)
Selling, general and administrative	1,948	2,247	4,070	4,594
Operating income (loss)	(17,161)	(11,179)	(29,356)	(21,572)
Interest expense, net of capitalized interest	2,413	3,424	4,727	5,535
Other (income) expense, net	(968)	248	(1,686)	538
Income (loss) before income taxes and equity in net income of subsidiaries	(18,606)	(14,851)	(32,397)	(27,645)
Income taxes (benefit)	(56)	(5,552)	(13)	(10,348)
Net income (loss), including portion attributable to noncontrolling interest	(18,550)	(9,299)	(32,384)	(17,297)
Net loss attributable to noncontrolling interests	2,884	2,410	4,557	3,990
Net income (loss), attributable to Steel Dynamics, Inc.	(15,666)	(6,889)	(27,827)	(13,307)
Consolidating Adjustments
Condensed Financial Statements, Captions
Net sales	(1,268,657)	(960,522)	(2,514,574)	(1,895,606)
Costs of goods sold	(1,256,473)	(951,522)	(2,488,772)	(1,876,407)
Gross profit (loss)	(12,184)	(9,000)	(25,802)	(19,199)
Selling, general and administrative	(3,403)	(1,867)	(7,654)	(4,967)
Operating income (loss)	(8,781)	(7,133)	(18,148)	(14,232)
Interest expense, net of capitalized interest	(1,990)	(2,691)	(3,916)	(4,315)
Other (income) expense, net	2,016	2,770	4,021	5,033
Income (loss) before income taxes and equity in net income of subsidiaries	(8,807)	(7,212)	(18,253)	(14,950)
Income taxes (benefit)	(3,197)	(1,868)	(6,756)	(4,157)
Net income (loss), including portion attributable to noncontrolling interest	(5,610)	(5,344)	(11,497)	(10,793)
Equity in net income of subsidiaries	(1,419)	(3,267)	(24,156)	(21,125)
Net income (loss), attributable to Steel Dynamics, Inc.	$ (7,029)	$ (8,611)	$ (35,653)	$ (31,918)

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Description of the Business and Significant Accounting Policies (Policies)

6 Months Ended

Jun. 30, 2011

Description of the Business and Significant Accounting Policies

Principles of Consolidation

Principles of Consolidation. The consolidated financial statements include the accounts of SDI, together with its wholly and majority-owned or controlled subsidiaries, after elimination of significant intercompany accounts and transactions.  Noncontrolling interests represent the noncontrolling owner’s proportionate share in the equity, income, or losses of the company’s majority-owned or controlled consolidated subsidiaries.

Use of Estimates

Use of Estimates. These financial statements are prepared in conformity with accounting principles generally accepted in the United States and, accordingly, include amounts that require management to make estimates and assumptions that affect the amounts reported in the financial statements and in the notes thereto.  Significant items subject to such estimates and assumptions include the carrying value of property, plant and equipment, intangible assets and goodwill; valuation allowances for trade receivables, inventories and deferred income tax assets; income taxes; unrecognized income tax benefits; potential environmental liabilities; and litigation claims and settlements. Actual results may differ from these estimates and assumptions.

In the opinion of management, these financial statements reflect all normal recurring adjustments necessary for a fair presentation of the interim period results. These financial statements and notes should be read in conjunction with the audited financial statements and notes thereto included in the company’s Annual Report on Form 10-K for the year ended December 31, 2010.

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Derivative Financial Instruments (Tables)

6 Months Ended

Jun. 30, 2011

Derivative Financial Instruments

Commodity future contracts commitment for non monetary notional amount

The following summarizes the company’s commodity futures contract commitments as of June 30, 2011 (MT represents metric tons and Lbs represents pounds):

Commodity	Long/Short	Total
Aluminum	Long	3,500	MT
Aluminum	Short	3,450	MT
Copper	Long	6,951	MT
Copper	Short	10,115	MT
Silver	Short	343	Lbs

Summary of the location and amounts of the fair values and gains or losses related to derivatives included in the entity's financial statements

		Fair Value
Balance Sheets		June 30, 2011		December 31, 2010
Commodity futures net liability	Accrued expenses	$	310	$	4,988

		Gain for Three Months Ended
Statements of Income		June 30, 2011		June 30, 2010
Commodity futures contracts	Costs of goods sold	$	1,422	$	2,477

		Gain for Six Months Ended
Statements of Income		June 30, 2011		June 30, 2010
Commodity futures contracts	Costs of goods sold	$	4,345	$	4,408

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Description of the Business and Significant Accounting Policies (Tables)

6 Months Ended

Jun. 30, 2011

Description of the Business and Significant Accounting Policies

Schedule of goodwill

	June 30,		December 31,
	2011		2010
OmniSource — Metals Recycling/Ferrous Resources Segment	$	574,634	$	577,926
The Techs — Steel Segment	142,783		142,783
Roanoke Bar Division — Steel Segment	29,041		29,041
New Millennium Building Systems — Fabrication Segment	1,925		1,925
	$	748,383	$	751,675

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Segment Information (Details 2) (USD $)	3 Months Ended		6 Months Ended
	Jun. 30, 2011	Jun. 30, 2010	Jun. 30, 2011	Jun. 30, 2010	Mar. 31, 2011	Dec. 31, 2010	Mar. 31, 2010	Dec. 31, 2009
Operating income (loss)
Profit sharing	$ (14,454,000)	$ (7,827,000)	$ (29,657,000)	$ (17,271,000)
Total	188,219,000	116,635,000	393,545,000	248,932,000
Assets
Cash and equivalents	277,691,000	191,593,000	277,691,000	191,593,000	160,810,000	186,513,000	225,506,000	9,008,000
Income taxes receivable	15,295,000		15,295,000			37,311,000
Deferred income taxes	21,114,000		21,114,000			20,684,000
Property, plant and equipment, net	2,176,314,000		2,176,314,000			2,213,333,000
Other	132,178,000		132,178,000			135,683,000
Total	5,900,453,000	5,545,805,000	5,900,453,000	5,545,805,000		5,589,934,000
Liabilities
Accounts payable	455,859,000		455,859,000			348,601,000
Income taxes payable	11,531,000		11,531,000			5,227,000
Deferred income taxes	476,532,000		476,532,000			457,432,000
Total	3,588,965,000	3,448,206,000	3,588,965,000	3,448,206,000
Other
Operating income (loss)
Corporate SG and A	(10,000,000)	(7,500,000)	(19,300,000)	(17,000,000)
Company-wide stock option expense	(3,700,000)	(2,900,000)	(7,400,000)	(5,200,000)
Profit sharing	(11,900,000)	(6,800,000)	(25,200,000)	(15,300,000)
Other, net	200,000	400,000	2,200,000	1,800,000
Total	(25,422,000)	(16,820,000)	(49,678,000)	(35,695,000)
Assets
Cash and equivalents	265,600,000	182,800,000	265,600,000	182,800,000
Income taxes receivable	15,300,000	35,800,000	15,300,000	35,800,000
Deferred income taxes	21,100,000	21,700,000	21,100,000	21,700,000
Property, plant and equipment, net	69,900,000	54,800,000	69,900,000	54,800,000
Debt issuance costs	21,000,000	27,000,000	21,000,000	27,000,000
Intra-company debt	153,700,000	224,800,000	153,700,000	224,800,000
Other	85,600,000	82,000,000	85,600,000	82,000,000
Total	632,242,000	628,888,000	632,242,000	628,888,000
Liabilities
Accounts payable	35,400,000	32,300,000	35,400,000	32,300,000
Income taxes payable	11,600,000	2,000,000	11,600,000	2,000,000
Accrued interest	33,700,000	33,700,000	33,700,000	33,700,000
Accrued profit sharing	25,800,000	16,800,000	25,800,000	16,800,000
Debt	2,340,900,000	2,341,100,000	2,340,900,000	2,341,100,000
Deferred income taxes	227,000,000	213,600,000	227,000,000	213,600,000
Other liabilities	65,800,000	65,900,000	65,800,000	65,900,000
Total	$ 2,740,245,000	$ 2,705,058,000	$ 2,740,245,000	$ 2,705,058,000

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Condensed Consolidating Information

6 Months Ended

Jun. 30, 2011

Condensed Consolidating Information

Condensed Consolidating Information

Note 9.  Condensed Consolidating Information

Certain 100%-owned subsidiaries of SDI have fully and unconditionally guaranteed all of the indebtedness relating to the issuance of the company’s senior notes due 2012, 2014, 2015, 2016, and 2020. Following are the company’s condensed consolidating financial statements, including the guarantors, which present the financial position, results of operations and cash flows of (i) SDI (in each case, reflecting investments in its consolidated subsidiaries under the equity method of accounting), (ii) the guarantor subsidiaries of SDI, (iii) the non-guarantor subsidiaries of SDI, and (iv) the eliminations necessary to arrive at the information for the company on a consolidated basis. The following statements should be read in conjunction with the accompanying consolidated financial statements and the company’s Annual Report on Form 10-K for the year ended December 31, 2010.

Condensed Consolidating Balance Sheets (in thousands)

						Combined			Consolidating			Total
As of June 30, 2011	Parent			Guarantors		Non-Guarantors			Adjustments			Consolidated
Cash and equivalents	$	264,121		$	9,170	$	4,400		$	—		$	277,691
Accounts receivable, net	355,583			781,506		13,116			(300,804		)	849,401
Inventories	604,523			523,362		73,151			(5,842		)	1,195,194
Other current assets	74,566			7,979		2,352			(33,324		)	51,573
Total current assets	1,298,793			1,322,017		93,019			(339,970		)	2,373,859
Property, plant and equiment, net	1,081,980			668,009		429,255			(2,930		)	2,176,314
Intangible assets, net	—			469,719		—			—			469,719
Goodwill	—			748,383		—			—			748,383
Other assets, including investments in subs	2,809,475			36,405		8,095			(2,721,797		)	132,178
Total assets	$	5,190,248		$	3,244,533	$	530,369		$	(3,064,697	)	$	5,900,453
Accounts payable	$	147,054		$	313,747	$	32,369		$	(37,311	)	$	455,859
Accrued expenses	136,489			91,125		8,966			(23,145		)	213,435
Current maturities of long-term debt	432			300		36,002			(35,182		)	1,552
Total current liabilities	283,975			405,172		77,337			(95,638		)	670,846
Long-term debt	2,344,178			—		187,123			(153,508		)	2,377,793
Other liabilities	286,196			2,179,199		29,228			(1,954,297		)	540,326
Redeemable noncontrolling interest	—			—		54,294			—			54,294
Common stock	636			33,896		16,121			(50,017		)	636
Treasury stock	(725,849		)	—		—			—			(725,849		)
Additional paid-in-capital	1,019,061			117,737		262,452			(380,189		)	1,019,061
Retained earnings	1,982,051			508,529		(77,481		)	(431,048		)	1,982,051
Total Steel Dynamics, Inc. equity	2,275,899			660,162		201,092			(861,254		)	2,275,899
Noncontrolling interests	—			—		(18,705		)	—			(18,705		)
Total equity	2,275,899			660,162		182,387			(861,254		)	2,257,194
Total liabilities and equity	$	5,190,248		$	3,244,533	$	530,369		$	(3,064,697	)	$	5,900,453

Condensed Consolidating Balance Sheets (in thousands)

						Combined			Consolidating			Total
As of December 31, 2010	Parent			Guarantors		Non-Guarantors			Adjustments			Consolidated
Cash and equivalents	$	173,563		$	10,628	$	2,322		$	—		$	186,513
Accounts receivable, net	283,883			614,412		7,282			(283,388		)	622,189
Inventories	548,726			487,298		84,183			(6,144		)	1,114,063
Other current assets	96,040			9,757		3,444			(32,003		)	77,238
Total current assets	1,102,212			1,122,095		97,231			(321,535		)	2,000,003
Property, plant and equiment, net	1,110,350			684,118		421,897			(3,032		)	2,213,333
Intangible assets, net	—			489,240		—			—			489,240
Goodwill	—			751,675		—			—			751,675
Other assets, including investments in subs	2,788,097			36,617		7,601			(2,696,632		)	135,683
Total assets	$	5,000,659		$	3,083,745	$	526,729		$	(3,021,199	)	$	5,589,934
Accounts payable	$	127,246		$	227,823	$	26,015		$	(32,483	)	$	348,601
Accrued expenses	123,498			102,114		8,497			(30,317		)	203,792
Current maturities of long-term debt	7,554			325		34,604			(33,559		)	8,924
Total current liabilities	258,298			330,262		69,116			(96,359		)	561,317
Long-term debt	2,344,399			—		168,278			(134,780		)	2,377,897
Other liabilities	305,092			2,158,725		27,072			(1,971,298		)	519,591
Redeemable noncontrolling interest	—			—		54,294			—			54,294
Common stock	633			33,901		16,121			(50,022		)	633
Treasury stock	(727,624		)	—		—			—			(727,624		)
Additional paid-in-capital	998,728			117,737		256,905			(374,642		)	998,728
Retained earnings	1,821,133			443,120		(49,022		)	(394,098		)	1,821,133
Total Steel Dynamics, Inc. equity	2,092,870			594,758		224,004			(818,762		)	2,092,870
Noncontrolling interests	—			—		(16,035		)	—			(16,035		)
Total equity	2,092,870			594,758		207,969			(818,762		)	2,076,835
Total liabilities and equity	$	5,000,659		$	3,083,745	$	526,729		$	(3,021,199	)	$	5,589,934

Condensed Consolidating Statements of Operations (in thousands)

For the three months ended,							Combined			Consolidating			Total
June 30, 2011	Parent			Guarantors			Non-Guarantors			Adjustments			Consolidated
Net sales	$	952,487		$	2,344,958		$	50,943		$	(1,268,657	)	$	2,079,731
Costs of goods sold	754,436			2,239,226			66,156			(1,256,473		)	1,803,345
Gross profit (loss)	198,051			105,732			(15,213		)	(12,184		)	276,386
Selling, general and administrative	35,528			54,094			1,948			(3,403		)	88,167
Operating income (loss)	162,523			51,638			(17,161		)	(8,781		)	188,219
Interest expense, net of capitalized interest	26,125			18,264			2,413			(1,990		)	44,812
Other (income) expense, net	(3,704		)	(3,089		)	(968		)	2,016			(5,745		)
Income (loss) before income taxes and equity in net income of subsidiaries	140,102			36,463			(18,606		)	(8,807		)	149,152
Income taxes (benefit)	42,811			13,768			(56		)	(3,197		)	53,326
	97,291			22,695			(18,550		)	(5,610		)	95,826
Equity in net income of subsidiaries	1,419			—			—			(1,419		)	—
Net loss attributable to noncontrolling interests	—			—			2,884			—			2,884
Net income (loss) attributable to Steel Dynamics, Inc.	$	98,710		$	22,695		$	(15,666	)	$	(7,029	)	$	98,710

For the three months ended,							Combined			Consolidating			Total
June 30, 2010	Parent			Guarantors			Non-Guarantors			Adjustments			Consolidated
Net sales	$	726,120		$	1,831,842		$	35,359		$	(960,522	)	$	1,632,799
Costs of goods sold	607,268			1,740,778			44,291			(951,522		)	1,440,815
Gross profit (loss)	118,852			91,064			(8,932		)	(9,000		)	191,984
Selling, general and administrative	24,490			50,479			2,247			(1,867		)	75,349
Operating income (loss)	94,362			40,585			(11,179		)	(7,133		)	116,635
Interest expense, net of capitalized interest	25,038			17,677			3,424			(2,691		)	43,448
Other (income) expense, net	(4,482		)	(2,057		)	248			2,770			(3,521		)
Income (loss) before income taxes and equity in net income of subsidiaries	73,806			24,965			(14,851		)	(7,212		)	76,708
Income taxes (benefit)	27,866			9,465			(5,552		)	(1,868		)	29,911
	45,940			15,500			(9,299		)	(5,344		)	46,797
Equity in net income of subsidiaries	3,267			—			—			(3,267		)	—
Net loss attributable to noncontrolling interests	—			—			2,410			—			2,410
Net income (loss) attributable to Steel Dynamics, Inc.	$	49,207		$	15,500		$	(6,889	)	$	(8,611	)	$	49,207

Condensed Consolidating Statements of Operations (in thousands)

For the six months ended,							Combined			Consolidating			Total
June 30, 2011	Parent			Guarantors			Non-Guarantors			Adjustments			Consolidated
Net sales	$	1,865,304		$	4,646,505		$	98,465		$	(2,514,574	)	$	4,095,700
Costs of goods sold	1,483,977			4,404,604			123,751			(2,488,772		)	3,523,560
Gross profit (loss)	381,327			241,901			(25,286		)	(25,802		)	572,140
Selling, general and administrative	72,192			109,987			4,070			(7,654		)	178,595
Operating income (loss)	309,135			131,914			(29,356		)	(18,148		)	393,545
Interest expense, net of capitalized interest	51,821			35,526			4,727			(3,916		)	88,158
Other (income) expense, net	(6,883		)	(5,764		)	(1,686		)	4,021			(10,312		)
Income (loss) before income taxes and equity in net income of subsidiaries	264,197			102,152			(32,397		)	(18,253		)	315,699
Income taxes (benefit)	83,740			38,672			(13		)	(6,756		)	115,643
	180,457			63,480			(32,384		)	(11,497		)	200,056
Equity in net income of subsidiaries	24,156			—			—			(24,156		)	—
Net loss attributable to noncontrolling interests	—			—			4,557			—			4,557
Net income (loss) attributable to Steel Dynamics, Inc.	$	204,613		$	63,480		$	(27,827	)	$	(35,653	)	$	204,613

For the six months ended,							Combined			Consolidating			Total
June 30, 2010	Parent			Guarantors			Non-Guarantors			Adjustments			Consolidated
Net sales	$	1,453,153		$	3,564,273		$	66,769		$	(1,895,606	)	$	3,188,589
Costs of goods sold	1,215,250			3,363,533			83,747			(1,876,407		)	2,786,123
Gross profit (loss)	237,903			200,740			(16,978		)	(19,199		)	402,466
Selling, general and administrative	53,381			100,526			4,594			(4,967		)	153,534
Operating income (loss)	184,522			100,214			(21,572		)	(14,232		)	248,932
Interest expense, net of capitalized interest	46,885			32,858			5,535			(4,315		)	80,963
Other (income) expense, net	(7,266		)	(4,907		)	538			5,033			(6,602		)
Income (loss) before income taxes and equity in net income of subsidiaries	144,903			72,263			(27,645		)	(14,950		)	174,571
Income taxes (benefit)	51,852			27,038			(10,348		)	(4,157		)	64,385
	93,051			45,225			(17,297		)	(10,793		)	110,186
Equity in net income of subsidiaries	21,125			—			—			(21,125		)	—
Net loss attributable to noncontrolling interests	—			—			3,990			—			3,990
Net income (loss) attributable to Steel Dynamics, Inc.	$	114,176		$	45,225		$	(13,307	)	$	(31,918	)	$	114,176

Condensed Consolidating Statements of Cash Flows (in thousands)

For the six months ended,							Combined			Consolidating			Total
June 30, 2011	Parent			Guarantors			Non-Guarantors			Adjustments			Consolidated
Net cash provided by (used in) operating activities	$	158,937		$	34,056		$	(14,392	)	$	(8,667	)	$	169,934
Net cash used in investing activities	(14,734		)	(25,017		)	(12,919		)	—			(52,670		)
Net cash provided by (used in) financing activities	(53,645		)	(10,497		)	29,389			8,667			(26,086		)
Increase (decrease) in cash and equivalents	90,558			(1,458		)	2,078			—			91,178
Cash and equivalents at beginning of period	173,563			10,628			2,322			—			186,513
Cash and equivalents at end of period	$	264,121		$	9,170		$	4,400		$	—		$	277,691

For the six months ended,							Combined			Consolidating			Total
June 30, 2010	Parent			Guarantors			Non-Guarantors			Adjustments			Consolidated
Net cash provided by (used in) operating activities	$	168,393		$	(17,285	)	$	(58,376	)	$	(639	)	$	92,093
Net cash used in investing activities	(103,052		)	(16,823		)	(31,884		)	81,596			(70,163		)
Net cash provided by financing activities	115,060			33,134			93,418			(80,957		)	160,655
Increase (decrease) in cash and equivalents	180,401			(974		)	3,158			—			182,585
Cash and equivalents at beginning of period	430			6,363			2,215			—			9,008
Cash and equivalents at end of period	$	180,831		$	5,389		$	5,373		$	—		$	191,593

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Earnings Per Share

6 Months Ended

Jun. 30, 2011

Earnings Per Share

Earnings Per Share

Note 2.  Earnings Per Share

Basic earnings per share is based on the weighted average shares of common stock outstanding during the period. Diluted earnings per share assumes the weighted average dilutive effect of common share equivalents outstanding during the period applied to the company’s basic earnings per share. Common share equivalents represent potentially dilutive stock options and restricted shares, and dilutive shares related to the company’s 5.125% convertible senior notes, and are excluded from the computation in periods in which they have an anti-dilutive effect. Options to purchase 1.2 million and 2.3 million shares were anti-dilutive at June 30, 2011 and 2010, respectively.

The following table presents a reconciliation of the numerators and the denominators of the company’s basic and diluted earnings per share computations for net income attributable to Steel Dynamics, Inc. (in thousands, except per share data):

	Three Months Ended June 30,
	2011					2010
	Net Income (Numerator)		Shares (Denominator)	Per Share Amount		Net Income (Numerator)		Shares (Denominator)	Per Share Amount
Basic earnings per share	$	98,710	218,500	$	.45	$	49,207	216,635	$	.23
Dilutive stock option effect	—		1,384			—		1,583
5.125% convertible senior notes, net of tax	2,358		16,382			2,377		16,382
Diluted earnings per share	$	101,068	236,266	$	.43	$	51,584	234,600	$	.22

	Six Months Ended June 30,
	2011					2010
	Net Income (Numerator)		Shares (Denominator)	Per Share Amount		Net Income (Numerator)		Shares (Denominator)	Per Share Amount
Basic earnings per share	$	204,613	218,246	$	.94	$	114,176	216,459	$	.53
Dilutive stock option effect	—		1,617			—		1,789
5.125% convertible senior notes, net of tax	4,716		16,382			4,754		16,382
Diluted earnings per share	$	209,329	236,245	$	.89	$	118,930	234,630	$	.51

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Derivative Financial Instruments

6 Months Ended

Jun. 30, 2011

Derivative Financial Instruments

Derivative Financial Instruments

Note 5.  Derivative Financial Instruments

The company is exposed to certain risks relating to its ongoing business operations. At times the company utilizes derivative instruments to mitigate commodity margin risk, interest rate risk, and foreign currency exchange rate risk. Forward contracts on various commodities are entered into to manage the price risk associated with forecasted purchases and sales of nonferrous metals (specifically aluminum, copper, nickel and silver) from the company’s metals recycling operations. Interest rate swaps are entered into at times to manage interest rate risk associated with the company’s fixed and floating-rate borrowings. Forward exchange contracts on various foreign currencies are entered into to manage the foreign currency exchange rate risk as necessary. No interest rate swaps or significant forward exchange contracts on foreign currency existed for the periods presented.

Cash Flow Hedging Strategy.  For derivative instruments that are designated and qualify as a cash flow hedge (i.e., hedging the exposure to variability in expected future cash flows that is attributable to a particular risk), the effective portion of the gain or loss on the derivative instrument is reported as a component of other comprehensive income and reclassified into earnings in the same line item associated with the forecasted transaction and in the same period or periods during which the hedged transaction affects earnings (e.g., in “interest expense” when the hedged transactions are interest cash flows associated with floating-rate borrowings). The remaining gain or loss on the derivative instrument in excess of the cumulative change in the present value of future cash flows of the hedged item, if any (i.e., the ineffectiveness portion), or hedge components excluded from the assessment of effectiveness, are recognized in the statement of income during the current period.

Commodity Futures Contracts.  If the company is “long” on futures contracts, it means the company has more futures contracts purchased than futures contracts sold for the underlying commodity.  If the company is “short” on futures contracts, it means the company has more futures contracts sold than futures contracts purchased for the underlying commodity.  The following summarizes the company’s commodity futures contract commitments as of June 30, 2011 (MT represents metric tons and Lbs represents pounds):

Commodity	Long/Short	Total
Aluminum	Long	3,500	MT
Aluminum	Short	3,450	MT
Copper	Long	6,951	MT
Copper	Short	10,115	MT
Silver	Short	343	Lbs

The following summarizes the location and amounts of the fair values and gains or losses related to derivatives included in the company’s financial statements as of June 30, 2011, and December 31, 2010, and for the three and six-month periods ended June 30, 2011 and 2010 (in thousands):

		Fair Value
Balance Sheets		June 30, 2011		December 31, 2010
Commodity futures net liability	Accrued expenses	$	310	$	4,988

		Gain for Three Months Ended
Statements of Income		June 30, 2011		June 30, 2010
Commodity futures contracts	Costs of goods sold	$	1,422	$	2,477

		Gain for Six Months Ended
Statements of Income		June 30, 2011		June 30, 2010
Commodity futures contracts	Costs of goods sold	$	4,345	$	4,408

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Segment Information (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2011	Jun. 30, 2010	Jun. 30, 2011	Jun. 30, 2010	Dec. 31, 2010
Segment Information
Number of reporting segments (as a number)			3
Segment Reporting Information
Net Sales, External	$ 1,956,974	$ 1,558,155	$ 3,853,407	$ 3,027,829
Net Sales, External Non-U.S.	122,757	74,644	242,293	160,760
Total net sales	2,079,731	1,632,799	4,095,700	3,188,589
Operating income	188,219	116,635	393,545	248,932
Income (loss) before income taxes	149,152	76,708	315,699	174,571
Depreciation and amortization	56,257	55,398	111,003	111,670
Capital expenditures	34,976	40,960	53,669	71,644
Assets	5,900,453	5,545,805	5,900,453	5,545,805	5,589,934
Liabilities	3,588,965	3,448,206	3,588,965	3,448,206
Steel Operations
Segment Reporting Information
Net Sales, External	1,221,472	954,589	2,367,961	1,897,807
Net Sales, External Non-U.S.	45,803	22,048	94,378	51,397
Net Sales, Other segments	62,191	43,292	114,137	83,221
Total net sales	1,329,466	1,019,929	2,576,476	2,032,425
Operating income	213,968	131,146	406,923	265,884
Income (loss) before income taxes	192,782	111,778	365,491	229,666
Depreciation and amortization	27,651	28,138	54,844	56,298
Capital expenditures	11,155	17,146	18,434	29,217
Assets	2,712,461	2,548,149	2,712,461	2,548,149
Liabilities	467,195	409,311	467,195	409,311
Metals Recycling and Ferrous Resources Operations
Segment Reporting Information
Net Sales, External	647,845	537,519	1,320,186	1,012,936
Net Sales, External Non-U.S.	76,834	52,406	147,658	109,052
Net Sales, Other segments	353,192	258,442	718,442	482,682
Total net sales	1,077,871	848,367	2,186,286	1,604,670
Operating income	3,885	6,939	43,375	31,073
Income (loss) before income taxes	(6,354)	(7,238)	22,730	6,175
Depreciation and amortization	25,706	24,443	50,620	50,127
Capital expenditures	21,632	13,682	31,883	31,358
Assets	2,536,751	2,438,573	2,536,751	2,438,573
Liabilities	563,908	569,956	563,908	569,956
Steel Fabrication Operations
Segment Reporting Information
Net Sales, External	61,939	42,266	114,018	66,227
Net Sales, Other segments	23	1	596	38
Total net sales	61,962	42,267	114,614	66,265
Operating income	(1,635)	(4,713)	(4,518)	(11,293)
Income (loss) before income taxes	(3,334)	(6,021)	(7,779)	(13,777)
Depreciation and amortization	1,620	1,739	3,122	3,112
Capital expenditures	419	43	951	150
Assets	229,988	194,125	229,988	194,125
Liabilities	16,715	20,957	16,715	20,957
Other
Segment Reporting Information
Net Sales, External	25,718	23,781	51,242	50,859
Net Sales, External Non-U.S.	120	190	257	311
Net Sales, Other segments	2,948	2,501	5,419	4,720
Total net sales	28,786	26,472	56,918	55,890
Operating income	(25,422)	(16,820)	(49,678)	(35,695)
Income (loss) before income taxes	(31,338)	(21,816)	(62,080)	(45,739)
Depreciation and amortization	1,331	1,136	2,519	2,218
Capital expenditures	1,770	10,089	2,401	11,557
Assets	632,242	628,888	632,242	628,888
Liabilities	2,740,245	2,705,058	2,740,245	2,705,058
Eliminations
Segment Reporting Information
Net Sales, Other segments	(418,354)	(304,236)	(838,594)	(570,661)
Total net sales	(418,354)	(304,236)	(838,594)	(570,661)
Operating income	(2,577)	83	(2,557)	(1,037)
Income (loss) before income taxes	(2,604)	5	(2,663)	(1,754)
Depreciation and amortization	(51)	(58)	(102)	(85)
Capital expenditures				(638)
Assets	(210,989)	(263,930)	(210,989)	(263,930)
Liabilities	$ (199,098)	$ (257,076)	$ (199,098)	$ (257,076)

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Fair Value Measurements

6 Months Ended

Jun. 30, 2011

Fair Value Measurements

Fair Value Measurements

Note 6.  Fair Value Measurements

FASB accounting standards provide a comprehensive framework for measuring fair value and sets forth a definition of fair value and establishes a hierarchy prioritizing the inputs to valuation techniques, giving the highest priority to quoted prices in active markets for identical assets and liabilities and the lowest priority to unobservable value inputs.  Levels within the hierarchy are defined as follows:

· Level 1—Unadjusted quoted prices for identical assets and liabilities in active markets;

· Level 2—Quoted prices for similar assets and liabilities in active markets (other than those included in Level 1) which are observable for the asset or liability, either directly or indirectly; and

· Level 3—Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

The following table sets forth financial assets and liabilities measured at fair value in the consolidated balance sheets and the respective levels to which the fair value measurements are classified within the fair value hierarchy as of June 30, 2011, and December 31, 2010 (in thousands):

	Total		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
June 30, 2011
Commodity futures — financial assets	$	3,343	$	—	$	3,343	$	—
Commodity futures — financial liabilities	3,653		—		3,653		—
December 31, 2010
Commodity futures — financial assets	7,052		—		7,052		—
Commodity futures — financial liabilities	12,040		—		12,040		—

The carrying amounts of financial instruments including cash and equivalents, accounts receivable and accounts payable approximate fair value, because of the relatively short maturity of these instruments. The fair values of commodity futures contracts are estimated by the use of quoted market prices, estimates obtained from brokers, and other appropriate valuation techniques based on references available. The fair value of long-term debt, including current maturities, was approximately $2.5 billion (with a corresponding carrying amount in the consolidated balance sheet of $2.4 billion) at June 30, 2011, and December 31, 2010, and was based on quoted market prices.

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Derivative Financial Instruments (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2011	Jun. 30, 2010	Jun. 30, 2011	Jun. 30, 2010	Dec. 31, 2010
Fair values of derivative instruments, balance sheet
Commodity futures net liability/asset (in dollars)	$ 310		$ 310		$ 4,988
Gain (loss) on commodity futures contracts (in dollars)	$ 1,422	$ 2,477	$ 4,345	$ 4,408
Aluminum | Long
Commodity futures contract commitments
Commodity futures contract (in MT/Lbs)	3,500		3,500
Aluminum | Short
Commodity futures contract commitments
Commodity futures contract (in MT/Lbs)	3,450		3,450
Copper | Long
Commodity futures contract commitments
Commodity futures contract (in MT/Lbs)	6,951		6,951
Copper | Short
Commodity futures contract commitments
Commodity futures contract (in MT/Lbs)	10,115		10,115
Silver | Short
Commodity futures contract commitments
Commodity futures contract (in MT/Lbs)	343		343

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Segment Information (Details 3) (USD $)	3 Months Ended		6 Months Ended
	Jun. 30, 2011	Jun. 30, 2010	Jun. 30, 2011	Jun. 30, 2010	Dec. 31, 2010
Operating income (loss)
Margin improvement (reduction) from intra-company sales	$ 276,386,000	$ 191,984,000	$ 572,140,000	$ 402,466,000
Assets elimination
Elimination of intra-company receivables	849,401,000		849,401,000		622,189,000
Other	132,178,000		132,178,000		135,683,000
Total	5,900,453,000	5,545,805,000	5,900,453,000	5,545,805,000	5,589,934,000
Liabilities elimination
Elimination of intra-company payables	455,859,000		455,859,000		348,601,000
Total	3,588,965,000	3,448,206,000	3,588,965,000	3,448,206,000
Eliminations
Operating income (loss)
Margin improvement (reduction) from intra-company sales	(2,577,000)	83,000	(2,557,000)	(1,037,000)
Assets elimination
Elimination of intra-company receivables	(42,300,000)	(29,600,000)	(42,300,000)	(29,600,000)
Elimination of intra-company debt	153,700,000	224,800,000	153,700,000	224,800,000
Other	(15,000,000)	(9,500,000)	(15,000,000)	(9,500,000)
Total	(210,989,000)	(263,930,000)	(210,989,000)	(263,930,000)
Liabilities elimination
Elimination of intra-company payables	(43,800,000)	(30,100,000)	(43,800,000)	(30,100,000)
Elimination of intra-company debt	(153,700,000)	(224,800,000)	(153,700,000)	(224,800,000)
Other liabilities	(1,600,000)	(2,200,000)	(1,600,000)	(2,200,000)
Total	$ (199,098,000)	$ (257,076,000)	$ (199,098,000)	$ (257,076,000)

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Commitments and Contingencies (Details)	6 Months Ended
	Jun. 30, 2011	Sep. 17, 2008
Commitments and Contingencies.
Number of other steel manufacturing companies also served with a class action antitrust complaint		8
Number of additional lawsuits	7
Number of the complaints not brought on behalf of steel product purchasers	1

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Changes in Equity (Tables)

6 Months Ended

Jun. 30, 2011

Changes in Equity

Schedule of Stockholders Equity

				Stockholders of Steel Dynamics, Inc.
	Total			Common		Additional Paid-In		Retained			Treasury			Noncontrolling
	Equity			Stock		Capital		Earnings			Stock			Interests
Balances at January 1, 2011	$	2,076,835		$	633	$	998,728	$	1,821,133		$	(727,624	)	$	(16,035	)
Proceeds from the exercise of stock options, including related tax effect	12,865			3		12,862
Dividends declared	(43,695		)					(43,695		)
Equity-based compensation and issuance of restricted stock	9,246					7,471					1,775
Contributions from noncontrolling investors	2,393													2,393
Distributions to noncontrolling investor	(506		)											(506		)
Net and comprehensive income (loss)	200,056							204,613						(4,557		)
Balances at June 30, 2011	$	2,257,194		$	636	$	1,019,061	$	1,982,051		$	(725,849	)	$	(18,705	)

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Commitments and Contingencies

6 Months Ended

Jun. 30, 2011

Commitments and Contingencies.

Commitments and Contingencies

Note 7.  Commitments and Contingencies

On September 17, 2008, we and eight other steel manufacturing companies were served with a class action antitrust complaint, filed in the United States District Court for the Northern District of Illinois in Chicago by Standard Iron Works of Scranton, Pennsylvania, alleging violations of Section 1 of the Sherman Act.  The Complaint alleges that the defendants conspired to fix, raise, maintain and stabilize the price at which steel products were sold in the United States, starting in 2005, by artificially restricting the supply of such steel products.  Seven additional lawsuits, each of them materially similar to the original, have also been filed in the same federal court, each of them likewise seeking similar class certification.  All but one of the Complaints purport to be brought on behalf of a class consisting of all direct purchasers of steel products between January 1, 2005, and the present.  The other Complaint purports to be brought on behalf of a class consisting of all indirect purchasers of steel products within the same time period.  In addition, on December 28, 2010, we and the other co-defendants were served with a substantially similar complaint in the Circuit Court of Cocke County, Tennessee, purporting to be on behalf of indirect purchasers of steel products in Tennessee. The case has been removed to federal court. All Complaints seek treble damages and costs, including reasonable attorney fees, pre- and post-judgment interest and injunctive relief.  On January 2, 2009, Steel Dynamics and the other defendants filed a Joint Motion to Dismiss all of the direct purchaser lawsuits. On June 12, 2009, however, the Court denied the Motion. The parties are currently conducting discovery. We believe that the lawsuits are without merit and we are aggressively defending these actions.  Due to the uncertain nature of litigation, we cannot presently determine the ultimate outcome of this litigation, however we have determined, based on the information available at this time, that there is not presently a “reasonable possibility” (as that term is defined in ASC 450-20-20), that the outcome of these legal proceedings would have a material impact on our financial condition, results of operations, or liquidity.

Although not presently necessary or appropriate to make a dollar estimate of exposure to loss, if any, in connection with the above matter, we may in the future determine that a loss accrual is necessary. Although we may make loss accruals, if and as warranted, any amounts that we may accrue from time to time could vary significantly from the amounts we actually pay, due to inherent uncertainties and the inherent shortcomings of the estimation process, the uncertainties involved in litigation and other factors. Additionally, an adverse result could have a material effect on our financial condition, results of operations and liquidity.

On October 25, 2010, our wholly-owned subsidiary, OmniSource Corporation, was indicted by a Grand Jury in Marion County, Indiana, on multiple criminal charges involving the alleged receipt or attempted receipt of stolen property and related racketeering charges. We vigorously denied these charges and engaged in an aggressive defense against them.  On December 30, 2010, we filed a Motion to Dismiss this indictment, on multiple grounds, on February 4, 2011 this Motion was argued, and on May 4, 2011 the judge of the Marion County, Indiana Superior Court dismissed these charges.  In a related matter, on October 18, 2010, our Indianapolis subsidiary filed a civil replevin lawsuit against the then Prosecutor, seeking return of cash previously seized by the police preceding the indictment.  The Prosecutor then asserted a counterclaim against OmniSource, seeking forfeiture of OmniSource property.  This counterclaim was likewise vigorously disputed and aggressively defended.

On July 13, 2011, in a Joint Press Release issued by the new and recently elected Prosecutor of Marion County, together with OmniSource Corporation, the Prosecutor announced that all criminal charges and all civil claims asserted in the counterclaim against OmniSource have been dismissed, with prejudice, and all monies seized from OmniSource by the police is being returned to OmniSource.  The parties have agreed to work together to build upon OmniSource’s long-standing and nationally recognized anti-metal theft training and enforcement program, with enhanced training available to both other scrap dealers and to law enforcement personnel.  OmniSource also agreed to donate the proceeds returned to it to a City of Indianapolis Law Enforcement Fund, to be utilized in connection with such training activities.

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Segment Information (Tables)

6 Months Ended

Jun. 30, 2011

Segment Information

Schedule of operating segment results

For the three months ended			Metals Recycling /			Steel Fabrication
June 30, 2011	Steel Operations		Ferrous Resources			Operations			Other			Eliminations		Consolidated
Net Sales
External	$	1,221,472	$	647,845		$	61,939		$	25,718		—		$	1,956,974
External Non-U.S.	45,803		76,834			—			120			—		122,757
Other segments	62,191		353,192			23			2,948			(418,354	)	—
	1,329,466		1,077,871			61,962			28,786			(418,354	)	2,079,731
Operating income (loss)	213,968		3,885			(1,635		)	(25,422		)(1)	(2,577	)(2)	188,219
Income (loss) before income taxes	192,782		(6,354		)	(3,334		)	(31,338		)	(2,604	)	149,152
Depreciation and amortization	27,651		25,706			1,620			1,331			(51	)	56,257
Capital expenditures	11,155		21,632			419			1,770			—		34,976
As of June 30, 2011
Assets	2,712,461		2,536,751			229,988			632,242		(3)	(210,989	)(4)	5,900,453
Liabilities	467,195		563,908			16,715			2,740,245		(5)	(199,098	)(6)	3,588,965

Footnotes related to the three months ended June 30, 2011 segment results (in millions):

(1)	Corporate SG&A	$	(10.0	)
	Company-wide stock option expense	(3.7		)
	Profit sharing	(11.9		)
	Other, net	0.2
	Total	$	(25.4	)
(2)	Margin reduction from intra-company sales	$	(2.6	)
(3)	Cash and equivalents	$	265.6
	Income taxes receivable	15.3
	Deferred income taxes	21.1
	Property, plant and equipment, net	69.9
	Debt issuance costs	21.0
	Intra-company debt	153.7
	Other	85.6
	Total	$	632.2
(4)	Elimination of intra-company receivables	$	(42.3	)
	Elimination of intra-company debt	(153.7		)
	Other	(15.0		)
	Total	$	(211.0	)
(5)	Accounts payable	35.4
	Income taxes payable	11.6
	Accrued interest	33.7
	Accrued profit sharing	25.8
	Debt	2,340.9
	Deferred income taxes	227.0
	Other	65.8
	Total	$	2,740.2
(6)	Elimination of intra-company payables	$	(43.8	)
	Elimination of intra-company debt	(153.7		)
	Other	(1.6		)
	Total	$	(199.1	)

For the three months ended			Metals Recycling /			Steel Fabrication
June 30, 2010	Steel Operations		Ferrous Resources			Operations			Other			Eliminations			Consolidated
Net Sales
External	$	954,589	$	537,519		$	42,266		$	23,781		$	—		$	1,558,155
External Non-U.S.	22,048		52,406			—			190			—			74,644
Other segments	43,292		258,442			1			2,501			(304,236		)	—
	1,019,929		848,367			42,267			26,472			(304,236		)	1,632,799
Operating income (loss)	131,146		6,939			(4,713		)	(16,820		)(1)	83		(2)	116,635
Income (loss) before income taxes	111,778		(7,238		)	(6,021		)	(21,816		)	5			76,708
Depreciation and amortization	28,138		24,443			1,739			1,136			(58		)	55,398
Capital expenditures	17,146		13,682			43			10,089			—			40,960
As of June 30, 2010
Assets (7)	2,548,149		2,438,573			194,125			628,888		(3)	(263,930		)(4)	5,545,805
Liabilities (7)	409,311		569,956			20,957			2,705,058		(5)	(257,076		)(6)	3,448,206

Footnotes related to the three months ended June 30, 2010 segment results (in millions):

(1)	Corporate SG&A	$	(7.5	)
	Company-wide stock option expense	(2.9		)
	Profit sharing	(6.8		)
	Other, net	0.4
	Total	$	(16.8	)
(2)	Margin improvement from intra-company sales	$	0.1
(3)	Cash and equivalents	$	182.8
	Income taxes receivable	35.8
	Deferred income taxes	21.7
	Property, plant and equipment, net	54.8
	Debt issuance costs	27.0
	Intra-company debt	224.8
	Other	82.0
	Total	$	628.9
(4)	Elimination of intra-company receivables	$	(29.6	)
	Elimination of intra-company debt	(224.8		)
	Other	(9.5		)
	Total	$	(263.9	)
(5)	Accounts payable	$	32.0
	Income taxes payable	2.0
	Accrued interest	33.7
	Accrued profit sharing	16.8
	Debt	2,341.1
	Deferred income taxes	213.6
	Other	65.9
	Total	$	2,705.1
(6)	Elimination of intra-company payables	$	(30.1	)
	Elimination of intra-company debt	(224.8		)
	Other	(2.2		)
	Total	$	(257.1	)

(7) Certain segment deferred tax asset and liability accounts have been reclassified at June 30, 2010, to conform to the June 30, 2011 presentation. These reclassifications had no impact to the previously reported segment income statement information or consolidated income statements as previously reported, nor did they impact previously reported consolidated total assets or liabilities.

For the six months ended			Metals Recycling /		Steel Fabrication
June 30, 2011	Steel Operations		Ferrous Resources		Operations			Other			Eliminations		Consolidated
Net Sales
External	$	2,367,961	$	1,320,186	$	114,018		$	51,242		—		$	3,853,407
External Non-U.S.	94,378		147,658		—			257			—		242,293
Other segments	114,137		718,442		596			5,419			(838,594	)	—
	2,576,476		2,186,286		114,614			56,918			(838,594	)	4,095,700
Operating income (loss)	406,923		43,375		(4,518		)	(49,678		)(1)	(2,557	)(2)	393,545
Income (loss) before income taxes	365,491		22,730		(7,779		)	(62,080		)	(2,663	)	315,699
Depreciation and amortization	54,844		50,620		3,122			2,519			(102	)	111,003
Capital expenditures	18,434		31,883		951			2,401			—		53,669

Footnotes related to the six months ended June 30, 2011 segment results (in millions):

(1)	Corporate SG&A	$	(19.3	)
	Company-wide stock option expense	(7.4		)
	Profit sharing	(25.2		)
	Other, net	2.2
	Total	$	(49.7	)
(2)	Margin reduction from intra-company sales	$	(2.6	)

For the six months ended			Metals Recycling /		Steel Fabrication
June 30, 2010	Steel Operations		Ferrous Resources		Operations			Other			Eliminations			Consolidated
Net Sales
External	$	1,897,807	$	1,012,936	$	66,227		$	50,859		$	—		$	3,027,829
External Non-U.S.	51,397		109,052		—			311			—			160,760
Other segments	83,221		482,682		38			4,720			(570,661		)	—
	2,032,425		1,604,670		66,265			55,890			(570,661		)	3,188,589
Operating income (loss)	265,884		31,073		(11,293		)	(35,695		)(1)	(1,037		)(2)	248,932
Income (loss) before income taxes	229,666		6,175		(13,777		)	(45,739		)	(1,754		)	174,571
Depreciation and amortization	56,298		50,127		3,112			2,218			(85		)	111,670
Capital expenditures	29,217		31,358		150			11,557			(638		)	71,644

Footnotes related to the six months ended June 30, 2010 segment results (in millions):

(1)	Corporate SG&A	$	(17.0	)
	Company-wide stock option expense	(5.2		)
	Profit sharing	(15.3		)
	Other, net	1.8
	Total	$	(35.7	)
(2)	Margin reduction from intra-company sales	$	(1.0	)

XML



Fair Value Measurements (Details) (Recurring basis, USD $)	Jun. 30, 2011	Dec. 31, 2010
Total
Assets and liabilities subject to fair value measurements
Commodity futures - financial assets	$ 3,343,000	$ 7,052,000
Commodity futures - financial liabilities	3,653,000	12,040,000
Fair value of long-term debt, including current maturities	2,500,000,000	2,500,000,000
Carrying amount of long-term debt, including current maturities	2,400,000,000	2,400,000,000
Significant Other Observable Inputs (Level 2)
Assets and liabilities subject to fair value measurements
Commodity futures - financial assets	3,343,000	7,052,000
Commodity futures - financial liabilities	$ 3,653,000	$ 12,040,000

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Description of the Business and Significant Accounting Policies

6 Months Ended

Jun. 30, 2011

Description of the Business and Significant Accounting Policies

Description of the Business and Significant Accounting Policies

Note 1.  Description of the Business and Significant Accounting Policies

Description of the Business

Steel Dynamics, Inc. (SDI), together with its subsidiaries (the company), is a domestic manufacturer of steel products and metals recycler. The company has three reporting segments: steel operations, metals recycling and ferrous resources operations, and steel fabrication operations.

Steel Operations.  Steel operations include the company’s Flat Roll Division, Structural and Rail Division, Engineered Bar Products Division, Roanoke Bar Division, Steel of West Virginia (SWVA) and The Techs operations. These operations consist of mini-mills, producing steel from steel scrap, using electric arc furnaces, continuous casting, automated rolling mills, and downstream finishing facilities. The company’s steel operations sell directly to end users and service centers. These products are used in numerous industry sectors, including the automotive, construction, commercial, transportation and industrial machinery markets. Steel operations accounted for approximately 61% and 60% of the company’s external net sales during the three-month periods ended June 30, 2011 and 2010, respectively, and 60% and 61% of the company’s external net sales during the six-month periods ended June 30, 2011 and 2010, respectively.

Metals Recycling and Ferrous Resources Operations. Metals recycling and ferrous resources operations are primarily composed of the company’s steel scrap procurement and processing locations, operated through the company’s wholly-owned subsidiary, OmniSource Corporation (OmniSource), as well as Iron Dynamics (IDI), the company’s liquid pig iron facility. In addition, the impact related to the ongoing start-up of the Mesabi Nugget ironmaking facility and future mining operations, both in Hoyt Lakes, Minnesota is also included in this segment. Metals recycling and ferrous resources operations accounted for approximately 35% and 36% of the company’s external net sales during the three-month periods ended June 30, 2011 and 2010, respectively, and 36% and 35% during the six-month periods ended June 30, 2011 and 2010, respectively.

Steel Fabrication Operations.  Steel fabrication operations represent the company’s New Millennium Building Systems plants located throughout the United States and Northern Mexico. Revenues from these plants are generated from the fabrication of trusses, girders, steel joists and steel decking used within the non-residential construction industry. Steel fabrication operations accounted for approximately 3% of the company’s external net sales during each of the three-month periods ended June 30, 2011 and 2010, and 3% and 2% during the six-month periods ended June 30, 2011 and 2010, respectively.

Significant Accounting Policies

Principles of Consolidation. The consolidated financial statements include the accounts of SDI, together with its wholly and majority-owned or controlled subsidiaries, after elimination of significant intercompany accounts and transactions.  Noncontrolling interests represent the noncontrolling owner’s proportionate share in the equity, income, or losses of the company’s majority-owned or controlled consolidated subsidiaries.

Use of Estimates. These financial statements are prepared in conformity with accounting principles generally accepted in the United States and, accordingly, include amounts that require management to make estimates and assumptions that affect the amounts reported in the financial statements and in the notes thereto.  Significant items subject to such estimates and assumptions include the carrying value of property, plant and equipment, intangible assets and goodwill; valuation allowances for trade receivables, inventories and deferred income tax assets; income taxes; unrecognized income tax benefits; potential environmental liabilities; and litigation claims and settlements. Actual results may differ from these estimates and assumptions.

In the opinion of management, these financial statements reflect all normal recurring adjustments necessary for a fair presentation of the interim period results. These financial statements and notes should be read in conjunction with the audited financial statements and notes thereto included in the company’s Annual Report on Form 10-K for the year ended December 31, 2010.

Goodwill.  The company’s goodwill is allocated to the following reporting units at June 30, 2011, and December 31, 2010, (in thousands):

	June 30,		December 31,
	2011		2010
OmniSource — Metals Recycling/Ferrous Resources Segment	$	574,634	$	577,926
The Techs — Steel Segment	142,783		142,783
Roanoke Bar Division — Steel Segment	29,041		29,041
New Millennium Building Systems — Fabrication Segment	1,925		1,925
	$	748,383	$	751,675

OmniSource goodwill decreased $3.3 million from December 31, 2010 to June 30, 2011, in recognition of the 2011 tax benefit related to the amortization of the component of OmniSource tax-deductible goodwill in excess of book goodwill.

XML



Condensed Consolidating Information (Tables)

6 Months Ended

Jun. 30, 2011

Condensed Consolidating Information

Schedule of Condensed Consolidating Balance Sheets

						Combined			Consolidating			Total
As of June 30, 2011	Parent			Guarantors		Non-Guarantors			Adjustments			Consolidated
Cash and equivalents	$	264,121		$	9,170	$	4,400		$	—		$	277,691
Accounts receivable, net	355,583			781,506		13,116			(300,804		)	849,401
Inventories	604,523			523,362		73,151			(5,842		)	1,195,194
Other current assets	74,566			7,979		2,352			(33,324		)	51,573
Total current assets	1,298,793			1,322,017		93,019			(339,970		)	2,373,859
Property, plant and equiment, net	1,081,980			668,009		429,255			(2,930		)	2,176,314
Intangible assets, net	—			469,719		—			—			469,719
Goodwill	—			748,383		—			—			748,383
Other assets, including investments in subs	2,809,475			36,405		8,095			(2,721,797		)	132,178
Total assets	$	5,190,248		$	3,244,533	$	530,369		$	(3,064,697	)	$	5,900,453
Accounts payable	$	147,054		$	313,747	$	32,369		$	(37,311	)	$	455,859
Accrued expenses	136,489			91,125		8,966			(23,145		)	213,435
Current maturities of long-term debt	432			300		36,002			(35,182		)	1,552
Total current liabilities	283,975			405,172		77,337			(95,638		)	670,846
Long-term debt	2,344,178			—		187,123			(153,508		)	2,377,793
Other liabilities	286,196			2,179,199		29,228			(1,954,297		)	540,326
Redeemable noncontrolling interest	—			—		54,294			—			54,294
Common stock	636			33,896		16,121			(50,017		)	636
Treasury stock	(725,849		)	—		—			—			(725,849		)
Additional paid-in-capital	1,019,061			117,737		262,452			(380,189		)	1,019,061
Retained earnings	1,982,051			508,529		(77,481		)	(431,048		)	1,982,051
Total Steel Dynamics, Inc. equity	2,275,899			660,162		201,092			(861,254		)	2,275,899
Noncontrolling interests	—			—		(18,705		)	—			(18,705		)
Total equity	2,275,899			660,162		182,387			(861,254		)	2,257,194
Total liabilities and equity	$	5,190,248		$	3,244,533	$	530,369		$	(3,064,697	)	$	5,900,453

Condensed Consolidating Balance Sheets (in thousands)

						Combined			Consolidating			Total
As of December 31, 2010	Parent			Guarantors		Non-Guarantors			Adjustments			Consolidated
Cash and equivalents	$	173,563		$	10,628	$	2,322		$	—		$	186,513
Accounts receivable, net	283,883			614,412		7,282			(283,388		)	622,189
Inventories	548,726			487,298		84,183			(6,144		)	1,114,063
Other current assets	96,040			9,757		3,444			(32,003		)	77,238
Total current assets	1,102,212			1,122,095		97,231			(321,535		)	2,000,003
Property, plant and equiment, net	1,110,350			684,118		421,897			(3,032		)	2,213,333
Intangible assets, net	—			489,240		—			—			489,240
Goodwill	—			751,675		—			—			751,675
Other assets, including investments in subs	2,788,097			36,617		7,601			(2,696,632		)	135,683
Total assets	$	5,000,659		$	3,083,745	$	526,729		$	(3,021,199	)	$	5,589,934
Accounts payable	$	127,246		$	227,823	$	26,015		$	(32,483	)	$	348,601
Accrued expenses	123,498			102,114		8,497			(30,317		)	203,792
Current maturities of long-term debt	7,554			325		34,604			(33,559		)	8,924
Total current liabilities	258,298			330,262		69,116			(96,359		)	561,317
Long-term debt	2,344,399			—		168,278			(134,780		)	2,377,897
Other liabilities	305,092			2,158,725		27,072			(1,971,298		)	519,591
Redeemable noncontrolling interest	—			—		54,294			—			54,294
Common stock	633			33,901		16,121			(50,022		)	633
Treasury stock	(727,624		)	—		—			—			(727,624		)
Additional paid-in-capital	998,728			117,737		256,905			(374,642		)	998,728
Retained earnings	1,821,133			443,120		(49,022		)	(394,098		)	1,821,133
Total Steel Dynamics, Inc. equity	2,092,870			594,758		224,004			(818,762		)	2,092,870
Noncontrolling interests	—			—		(16,035		)	—			(16,035		)
Total equity	2,092,870			594,758		207,969			(818,762		)	2,076,835
Total liabilities and equity	$	5,000,659		$	3,083,745	$	526,729		$	(3,021,199	)	$	5,589,934

Schedule of Condensed Consolidating Statement of Operations

For the three months ended,							Combined			Consolidating			Total
June 30, 2011	Parent			Guarantors			Non-Guarantors			Adjustments			Consolidated
Net sales	$	952,487		$	2,344,958		$	50,943		$	(1,268,657	)	$	2,079,731
Costs of goods sold	754,436			2,239,226			66,156			(1,256,473		)	1,803,345
Gross profit (loss)	198,051			105,732			(15,213		)	(12,184		)	276,386
Selling, general and administrative	35,528			54,094			1,948			(3,403		)	88,167
Operating income (loss)	162,523			51,638			(17,161		)	(8,781		)	188,219
Interest expense, net of capitalized interest	26,125			18,264			2,413			(1,990		)	44,812
Other (income) expense, net	(3,704		)	(3,089		)	(968		)	2,016			(5,745		)
Income (loss) before income taxes and equity in net income of subsidiaries	140,102			36,463			(18,606		)	(8,807		)	149,152
Income taxes (benefit)	42,811			13,768			(56		)	(3,197		)	53,326
	97,291			22,695			(18,550		)	(5,610		)	95,826
Equity in net income of subsidiaries	1,419			—			—			(1,419		)	—
Net loss attributable to noncontrolling interests	—			—			2,884			—			2,884
Net income (loss) attributable to Steel Dynamics, Inc.	$	98,710		$	22,695		$	(15,666	)	$	(7,029	)	$	98,710

For the three months ended,							Combined			Consolidating			Total
June 30, 2010	Parent			Guarantors			Non-Guarantors			Adjustments			Consolidated
Net sales	$	726,120		$	1,831,842		$	35,359		$	(960,522	)	$	1,632,799
Costs of goods sold	607,268			1,740,778			44,291			(951,522		)	1,440,815
Gross profit (loss)	118,852			91,064			(8,932		)	(9,000		)	191,984
Selling, general and administrative	24,490			50,479			2,247			(1,867		)	75,349
Operating income (loss)	94,362			40,585			(11,179		)	(7,133		)	116,635
Interest expense, net of capitalized interest	25,038			17,677			3,424			(2,691		)	43,448
Other (income) expense, net	(4,482		)	(2,057		)	248			2,770			(3,521		)
Income (loss) before income taxes and equity in net income of subsidiaries	73,806			24,965			(14,851		)	(7,212		)	76,708
Income taxes (benefit)	27,866			9,465			(5,552		)	(1,868		)	29,911
	45,940			15,500			(9,299		)	(5,344		)	46,797
Equity in net income of subsidiaries	3,267			—			—			(3,267		)	—
Net loss attributable to noncontrolling interests	—			—			2,410			—			2,410
Net income (loss) attributable to Steel Dynamics, Inc.	$	49,207		$	15,500		$	(6,889	)	$	(8,611	)	$	49,207

Condensed Consolidating Statements of Operations (in thousands)

For the six months ended,							Combined			Consolidating			Total
June 30, 2011	Parent			Guarantors			Non-Guarantors			Adjustments			Consolidated
Net sales	$	1,865,304		$	4,646,505		$	98,465		$	(2,514,574	)	$	4,095,700
Costs of goods sold	1,483,977			4,404,604			123,751			(2,488,772		)	3,523,560
Gross profit (loss)	381,327			241,901			(25,286		)	(25,802		)	572,140
Selling, general and administrative	72,192			109,987			4,070			(7,654		)	178,595
Operating income (loss)	309,135			131,914			(29,356		)	(18,148		)	393,545
Interest expense, net of capitalized interest	51,821			35,526			4,727			(3,916		)	88,158
Other (income) expense, net	(6,883		)	(5,764		)	(1,686		)	4,021			(10,312		)
Income (loss) before income taxes and equity in net income of subsidiaries	264,197			102,152			(32,397		)	(18,253		)	315,699
Income taxes (benefit)	83,740			38,672			(13		)	(6,756		)	115,643
	180,457			63,480			(32,384		)	(11,497		)	200,056
Equity in net income of subsidiaries	24,156			—			—			(24,156		)	—
Net loss attributable to noncontrolling interests	—			—			4,557			—			4,557
Net income (loss) attributable to Steel Dynamics, Inc.	$	204,613		$	63,480		$	(27,827	)	$	(35,653	)	$	204,613

For the six months ended,							Combined			Consolidating			Total
June 30, 2010	Parent			Guarantors			Non-Guarantors			Adjustments			Consolidated
Net sales	$	1,453,153		$	3,564,273		$	66,769		$	(1,895,606	)	$	3,188,589
Costs of goods sold	1,215,250			3,363,533			83,747			(1,876,407		)	2,786,123
Gross profit (loss)	237,903			200,740			(16,978		)	(19,199		)	402,466
Selling, general and administrative	53,381			100,526			4,594			(4,967		)	153,534
Operating income (loss)	184,522			100,214			(21,572		)	(14,232		)	248,932
Interest expense, net of capitalized interest	46,885			32,858			5,535			(4,315		)	80,963
Other (income) expense, net	(7,266		)	(4,907		)	538			5,033			(6,602		)
Income (loss) before income taxes and equity in net income of subsidiaries	144,903			72,263			(27,645		)	(14,950		)	174,571
Income taxes (benefit)	51,852			27,038			(10,348		)	(4,157		)	64,385
	93,051			45,225			(17,297		)	(10,793		)	110,186
Equity in net income of subsidiaries	21,125			—			—			(21,125		)	—
Net loss attributable to noncontrolling interests	—			—			3,990			—			3,990
Net income (loss) attributable to Steel Dynamics, Inc.	$	114,176		$	45,225		$	(13,307	)	$	(31,918	)	$	114,176

Schedule of Condensed Consolidating Statements of Cash Flows

For the six months ended,							Combined			Consolidating			Total
June 30, 2011	Parent			Guarantors			Non-Guarantors			Adjustments			Consolidated
Net cash provided by (used in) operating activities	$	158,937		$	34,056		$	(14,392	)	$	(8,667	)	$	169,934
Net cash used in investing activities	(14,734		)	(25,017		)	(12,919		)	—			(52,670		)
Net cash provided by (used in) financing activities	(53,645		)	(10,497		)	29,389			8,667			(26,086		)
Increase (decrease) in cash and equivalents	90,558			(1,458		)	2,078			—			91,178
Cash and equivalents at beginning of period	173,563			10,628			2,322			—			186,513
Cash and equivalents at end of period	$	264,121		$	9,170		$	4,400		$	—		$	277,691

For the six months ended,							Combined			Consolidating			Total
June 30, 2010	Parent			Guarantors			Non-Guarantors			Adjustments			Consolidated
Net cash provided by (used in) operating activities	$	168,393		$	(17,285	)	$	(58,376	)	$	(639	)	$	92,093
Net cash used in investing activities	(103,052		)	(16,823		)	(31,884		)	81,596			(70,163		)
Net cash provided by financing activities	115,060			33,134			93,418			(80,957		)	160,655
Increase (decrease) in cash and equivalents	180,401			(974		)	3,158			—			182,585
Cash and equivalents at beginning of period	430			6,363			2,215			—			9,008
Cash and equivalents at end of period	$	180,831		$	5,389		$	5,373		$	—		$	191,593

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Description of the Business and Significant Accounting Policies (Details 2) (USD $)	6 Months Ended
	Jun. 30, 2011	Dec. 31, 2010
Goodwill
Goodwill	$ 748,383,000	$ 751,675,000
OmniSource
Goodwill
Goodwill	574,634,000	577,926,000
Goodwill decrease due to tax benefit related to the amortization of the component	3,300,000
The Techs
Goodwill
Goodwill	142,783,000	142,783,000
Roanoke Bar Division
Goodwill
Goodwill	29,041,000	29,041,000
New Millennium Building Systems
Goodwill
Goodwill	$ 1,925,000	$ 1,925,000

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Inventories

6 Months Ended

Jun. 30, 2011

Inventories

Inventories

Note 3.  Inventories

Inventories are stated at lower of cost or market.  Cost is determined principally on a first-in, first-out basis.  Inventories consisted of the following (in thousands):

	June 30,		December 31,
	2011		2010
Raw materials	$	598,699	$	589,859
Supplies	239,052		231,816
Work-in-progress	140,328		94,346
Finished goods	217,115		198,042
Total inventories	$	1,195,194	$	1,114,063

XML



Earnings Per Share (Tables)

6 Months Ended

Jun. 30, 2011

Earnings Per Share

Schedule of reconciliation of the numerators and denominators used in calculating basic and diluted earnings per share

	Three Months Ended June 30,
	2011					2010
	Net Income (Numerator)		Shares (Denominator)	Per Share Amount		Net Income (Numerator)		Shares (Denominator)	Per Share Amount
Basic earnings per share	$	98,710	218,500	$	.45	$	49,207	216,635	$	.23
Dilutive stock option effect	—		1,384			—		1,583
5.125% convertible senior notes, net of tax	2,358		16,382			2,377		16,382
Diluted earnings per share	$	101,068	236,266	$	.43	$	51,584	234,600	$	.22

	Six Months Ended June 30,
	2011					2010
	Net Income (Numerator)		Shares (Denominator)	Per Share Amount		Net Income (Numerator)		Shares (Denominator)	Per Share Amount
Basic earnings per share	$	204,613	218,246	$	.94	$	114,176	216,459	$	.53
Dilutive stock option effect	—		1,617			—		1,789
5.125% convertible senior notes, net of tax	4,716		16,382			4,754		16,382
Diluted earnings per share	$	209,329	236,245	$	.89	$	118,930	234,630	$	.51

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Condensed Consolidating Information (Details) (USD $) In Thousands, unless otherwise specified	6 Months Ended
	Jun. 30, 2011	Mar. 31, 2011	Dec. 31, 2010	Jun. 30, 2010	Mar. 31, 2010	Dec. 31, 2009
Condensed Consolidating Financial Statements
Ownership interest in subsidiaries (as a percent)	100.00%
Cash and equivalents	$ 277,691	$ 160,810	$ 186,513	$ 191,593	$ 225,506	$ 9,008
Accounts receivable, net	849,401		622,189
Inventories	1,195,194		1,114,063
Other current assets	51,573		77,238
Total current assets	2,373,859		2,000,003
Property, plant and equipment, net	2,176,314		2,213,333
Intangible assets, net	469,719		489,240
Goodwill	748,383		751,675
Other assets, including investments in subsidiaries	132,178		135,683
Total assets	5,900,453		5,589,934	5,545,805
Accounts payable	455,859		348,601
Accrued expenses	213,435		203,792
Current maturities of long-term debt	1,552		8,924
Total current liabilities	670,846		561,317
Long-term debt	2,377,793		2,377,897
Other liabilities	540,326		519,591
Redeemable noncontrolling interest	54,294		54,294
Common stock	636		633
Treasury stock	(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
Parent
Condensed Consolidating Financial Statements
Cash and equivalents	264,121		173,563	180,831		430
Accounts receivable, net	355,583		283,883
Inventories	604,523		548,726
Other current assets	74,566		96,040
Total current assets	1,298,793		1,102,212
Property, plant and equipment, net	1,081,980		1,110,350
Other assets, including investments in subsidiaries	2,809,475		2,788,097
Total assets	5,190,248		5,000,659
Accounts payable	147,054		127,246
Accrued expenses	136,489		123,498
Current maturities of long-term debt	432		7,554
Total current liabilities	283,975		258,298
Long-term debt	2,344,178		2,344,399
Other liabilities	286,196		305,092
Common stock	636		633
Treasury stock	(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
Total equity	2,275,899		2,092,870
Total liabilities and equity	5,190,248		5,000,659
Guarantors
Condensed Consolidating Financial Statements
Cash and equivalents	9,170		10,628	5,389		6,363
Accounts receivable, net	781,506		614,412
Inventories	523,362		487,298
Other current assets	7,979		9,757
Total current assets	1,322,017		1,122,095
Property, plant and equipment, net	668,009		684,118
Intangible assets, net	469,719		489,240
Goodwill	748,383		751,675
Other assets, including investments in subsidiaries	36,405		36,617
Total assets	3,244,533		3,083,745
Accounts payable	313,747		227,823
Accrued expenses	91,125		102,114
Current maturities of long-term debt	300		325
Total current liabilities	405,172		330,262
Other liabilities	2,179,199		2,158,725
Common stock	33,896		33,901
Additional paid-in capital	117,737		117,737
Retained earnings	508,529		443,120
Total Steel Dynamics, Inc. equity	660,162		594,758
Total equity	660,162		594,758
Total liabilities and equity	3,244,533		3,083,745
Combined Non-Guarantors
Condensed Consolidating Financial Statements
Cash and equivalents	4,400		2,322	5,373		2,215
Accounts receivable, net	13,116		7,282
Inventories	73,151		84,183
Other current assets	2,352		3,444
Total current assets	93,019		97,231
Property, plant and equipment, net	429,255		421,897
Other assets, including investments in subsidiaries	8,095		7,601
Total assets	530,369		526,729
Accounts payable	32,369		26,015
Accrued expenses	8,966		8,497
Current maturities of long-term debt	36,002		34,604
Total current liabilities	77,337		69,116
Long-term debt	187,123		168,278
Other liabilities	29,228		27,072
Redeemable noncontrolling interest	54,294		54,294
Common stock	16,121		16,121
Additional paid-in capital	262,452		256,905
Retained earnings	(77,481)		(49,022)
Total Steel Dynamics, Inc. equity	201,092		224,004
Noncontrolling interests	(18,705)		(16,035)
Total equity	182,387		207,969
Total liabilities and equity	530,369		526,729
Consolidating Adjustments
Condensed Consolidating Financial Statements
Accounts receivable, net	(300,804)		(283,388)
Inventories	(5,842)		(6,144)
Other current assets	(33,324)		(32,003)
Total current assets	(339,970)		(321,535)
Property, plant and equipment, net	(2,930)		(3,032)
Other assets, including investments in subsidiaries	(2,721,797)		(2,696,632)
Total assets	(3,064,697)		(3,021,199)
Accounts payable	(37,311)		(32,483)
Accrued expenses	(23,145)		(30,317)
Current maturities of long-term debt	(35,182)		(33,559)
Total current liabilities	(95,638)		(96,359)
Long-term debt	(153,508)		(134,780)
Other liabilities	(1,954,297)		(1,971,298)
Common stock	(50,017)		(50,022)
Additional paid-in capital	(380,189)		(374,642)
Retained earnings	(431,048)		(394,098)
Total Steel Dynamics, Inc. equity	(861,254)		(818,762)
Total equity	(861,254)		(818,762)
Total liabilities and equity	$ (3,064,697)		$ (3,021,199)

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Fair Value Measurements (Tables)

6 Months Ended

Jun. 30, 2011

Fair Value Measurements

Schedule of assets and liabilities measured at fair value on a recurring basis

	Total		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
June 30, 2011
Commodity futures — financial assets	$	3,343	$	—	$	3,343	$	—
Commodity futures — financial liabilities	3,653		—		3,653		—
December 31, 2010
Commodity futures — financial assets	7,052		—		7,052		—
Commodity futures — financial liabilities	12,040		—		12,040		—

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CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $)	Jun. 30, 2011	Dec. 31, 2010
Common stock voting, par value (in dollars per share)	$ 0.0025	$ 0.0025
Common stock voting, shares authorized (in shares)	900,000,000	900,000,000
Common stock voting, shares issued (in shares)	254,987,769	254,002,799
Common stock voting, shares outstanding (in shares)	218,648,678	217,574,826
Treasury stock, shares (in shares)	36,339,091	36,427,973
7 3/8% senior notes, due 2012
Long-term debt
Note stated interest rate (as a percent)	7.375%	7.375%
5.125% convertible senior notes, due 2014
Long-term debt
Note stated interest rate (as a percent)	5.125%	5.125%
6 3/4% senior notes, due 2015
Long-term debt
Note stated interest rate (as a percent)	6.75%	6.75%
7 3/4% senior notes, due 2016
Long-term debt
Note stated interest rate (as a percent)	7.75%	7.75%
7 5/8% senior notes, due 2020
Long-term debt
Note stated interest rate (as a percent)	7.625%	7.625%

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Condensed Consolidating Information (Details 3) (USD $) In Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2011	Jun. 30, 2010	Jun. 30, 2011	Jun. 30, 2010
Condensed Financial Statements, Captions
Net cash provided by (used in) operating activities	$ 165,997	$ 19,351	$ 169,934	$ 92,093
Net cash used in investing activities	(32,834)	(39,983)	(52,670)	(70,163)
Net cash provided by 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
Parent
Condensed Financial Statements, Captions
Net cash provided by (used in) operating activities			158,937	168,393
Net cash used in investing activities			(14,734)	(103,052)
Net cash provided by financing activities			(53,645)	115,060
Increase (decrease) in cash and equivalents			90,558	180,401
Cash and equivalents at beginning of period			173,563	430
Cash and equivalents at end of period	264,121	180,831	264,121	180,831
Guarantors
Condensed Financial Statements, Captions
Net cash provided by (used in) operating activities			34,056	(17,285)
Net cash used in investing activities			(25,017)	(16,823)
Net cash provided by financing activities			(10,497)	33,134
Increase (decrease) in cash and equivalents			(1,458)	(974)
Cash and equivalents at beginning of period			10,628	6,363
Cash and equivalents at end of period	9,170	5,389	9,170	5,389
Combined Non-Guarantors
Condensed Financial Statements, Captions
Net cash provided by (used in) operating activities			(14,392)	(58,376)
Net cash used in investing activities			(12,919)	(31,884)
Net cash provided by financing activities			29,389	93,418
Increase (decrease) in cash and equivalents			2,078	3,158
Cash and equivalents at beginning of period			2,322	2,215
Cash and equivalents at end of period	4,400	5,373	4,400	5,373
Consolidating Adjustments
Condensed Financial Statements, Captions
Net cash provided by (used in) operating activities			(8,667)	(639)
Net cash used in investing activities				81,596
Net cash provided by financing activities			$ 8,667	$ (80,957)

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Document and Entity Information	6 Months Ended
	Jun. 30, 2011	Jul. 29, 2011
Document and Entity Information
Entity Registrant Name	STEEL DYNAMICS INC
Entity Central Index Key	0001022671
Document Type	10-Q
Document Period End Date	Jun. 30, 2011
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding		218,672,065
Document Fiscal Year Focus	2011
Document Fiscal Period Focus	Q2