10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

FORM 10-Q

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

For the quarterly period ended March 31, 2012

OR

o Transition 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 April 30, 2012, Registrant had 219,084,717 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 March 31, 2012 (unaudited) and December 31, 2011	1
	Consolidated Statements of Income for the three-month periods ended March 31, 2012 and 2011 (unaudited)	2
	Consolidated Statements of Cash Flows for the three-month periods ended March 31, 2012 and 2011 (unaudited)	3
	Notes to Consolidated Financial Statements (unaudited)	4
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	15
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	23
Item 4.	Controls and Procedures	23
	PART II. Other Information
Item 1.	Legal Proceedings	24
Item 1A.	Risk Factors	24
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	24
Item 3.	Defaults Upon Senior Securities	24
Item 4.	Mine Safety Disclosures	24
Item 5.	Other Information	24
Item 6.	Exhibits	24
	Signatures	26

STEEL DYNAMICS, INC.

CONSOLIDATED BALANCE SHEETS

(in thousands, except share data)

	March 31,			December 31,
	2012			2011
	(unaudited)
Assets
Current assets
Cash and equivalents	$	357,809		$	390,761
Investments in short-term commercial paper	64,982			84,830
Accounts receivable, net	737,531			679,898
Accounts receivable-related parties	51,643			42,893
Inventories	1,270,941			1,199,584
Deferred income taxes	26,089			25,341
Income taxes receivable	2,833			16,722
Other current assets	15,029			15,229
Total current assets	2,526,857			2,455,258
Property, plant and equipment, net	2,199,509			2,193,745
Restricted cash	26,994			26,528
Intangible assets, net	442,277			450,893
Goodwill	743,441			745,066
Other assets	104,549			107,736
Total assets	$	6,043,627		$	5,979,226
Liabilities and Equity
Current liabilities
Accounts payable	$	462,492		$	414,240
Accounts payable-related parties	9,765			6,584
Income taxes payable	14,383			10,880
Accrued expenses	186,247			185,964
Accrued profit sharing	9,348			38,671
Current maturities of long-term debt	439,633			444,078
Total current liabilities	1,121,868			1,100,417
Long-term debt
Term loan	257,812			—
7 3/8% senior notes, due 2012	—			261,250
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	36,707			37,272
Total long-term debt	1,932,019			1,936,022
Deferred income taxes	500,642			489,915
Other liabilities	82,613			82,278
Commitments and contingencies
Redeemable noncontrolling interest	73,924			70,694
Equity
Common stock voting, $.0025 par value; 900,000,000 shares authorized; 255,171,906 and 255,052,811 shares issued; and 219,074,339 and 218,873,720 shares outstanding, as of March 31, 2012 and December 31, 2011, respectively	636			636
Treasury stock, at cost; 36,097,567 and 36,179,091 shares, as of March 31, 2012 and December 31, 2011, respectively	(721,024		)	(722,653		)
Additional paid-in capital	1,031,043			1,026,157
Retained earnings	2,035,569			2,011,801
Total Steel Dynamics, Inc. equity	2,346,224			2,315,941
Noncontrolling interests	(13,663		)	(16,041		)
Total equity	2,332,561			2,299,900
Total liabilities and equity	$	6,043,627		$	5,979,226

See notes to consolidated financial statements.

1

STEEL DYNAMICS, INC.

CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)

(in thousands, except per share data)

	Three Months Ended
	March 31,
	2012		2011
Net sales
Unrelated parties	$	1,905,075	$	1,941,664
Related parties	76,965		74,305
Total net sales	1,982,040		2,015,969
Costs of goods sold	1,780,776		1,720,215
Gross profit	201,264		295,754
Selling, general and administrative expenses	64,384		65,141
Profit sharing	8,072		15,203
Amortization of intangibles	8,992		10,084
Total selling, general and administrative expenses	81,448		90,428
Operating income	119,816		205,326
Interest expense, net of capitalized interest	41,112		43,346
Other expense (income), net	10,248		(4,567		)
Income before income taxes	68,456		166,547
Income taxes	26,679		62,317
Net income	41,777		104,230
Net loss attributable to noncontrolling interests	3,898		1,673
Net income attributable to Steel Dynamics, Inc.	$	45,675	$	105,903
Basic earnings per share attributable to Steel Dynamics, Inc. stockholders	$	.21	$	.49
Weighted average common shares outstanding	218,996		217,992
Diluted earnings per share attributable to Steel Dynamics, Inc. stockholders, including the effect of assumed conversions when dilutive	$	.20	$	.46
Weighted average common shares and share equivalents outstanding	236,526		236,224
Dividends declared per share	$	.100	$	.100

See notes to consolidated financial statements.

2

STEEL DYNAMICS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(in thousands)

	Three Months Ended
	March 31,
	2012			2011
Operating activities:
Net income	$	41,777		$	104,230
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	55,572			54,746
Equity-based compensation	6,123			3,710
Deferred income taxes	9,197			12,935
Gain on disposal of property, plant and equipment	(739		)	(43		)
Changes in certain assets and liabilities:
Accounts receivable	(60,820		)	(261,748		)
Inventories	(55,090		)	(72,107		)
Other assets	2,963			3,382
Accounts payable	34,902			94,175
Income taxes receivable/payable	17,392			45,439
Accrued expenses	(29,856		)	19,218
Net cash provided by operating activities	21,421			3,937
Investing activities:
Purchases of property, plant and equipment	(45,555		)	(18,693		)
Other investing activities	(1,864		)	(1,143		)
Net cash used in investing activities	(47,419		)	(19,836		)
Financing activities:
Issuance of current and long-term debt	289,969			5,126
Repayment of current and long-term debt	(283,448		)	(7,325		)
Debt issuance costs	(2,191		)	—
Proceeds from exercise of stock options, including related tax effect	1,097			8,296
Contributions from noncontrolling investors, net	9,506			417
Dividends paid	(21,887		)	(16,318		)
Net cash used in financing activities	(6,954		)	(9,804		)
Decrease in cash and equivalents	(32,952		)	(25,703		)
Cash and equivalents at beginning of period	390,761			186,513
Cash and equivalents at end of period	$	357,809		$	160,810
Supplemental disclosure information:
Cash paid for interest	$	18,753		$	15,110
Cash paid (received) for federal and state income taxes, net	$	(955	)	$	1,520

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 60% and 59% of the company’s external net sales during the three-month periods ended March 31, 2012 and 2011, respectively.

Metals Recycling and Ferrous Resources Operations. Metals recycling and ferrous resources operations include OmniSource Corporation (OmniSource), the company’s metals recycling, steel scrap procurement, and processing locations, and our two ironmaking initiatives: Iron Dynamics (IDI), a liquid pig iron production facility; and our Minnesota iron operations, an iron nugget production facility and planned operations to supply the nugget facility with its primary raw material, iron concentrate. Metals recycling and ferrous resources operations accounted for approximately 35% and 37% of the company’s external net sales during each of the three-month periods ended March 31, 2012 and 2011, respectively.

Steel Fabrication Operations.  Steel fabrication operations include 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 4% and 3% of the company’s external net sales during the three-month periods ended March 31, 2012 and 2011, 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, 2011.

Goodwill.  The company’s goodwill is allocated to the following reporting units at March, 2012, and December 31, 2011, (in thousands):

	March 31,		December 31,
	2012		2011
OmniSource — Metals Recycling/Ferrous Resources Segment	$	569,692	$	571,317
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
	$	743,441	$	745,066

OmniSource goodwill decreased $1.6 million from December 31, 2011 to March 31, 2012, in recognition of the 2012 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 3.9 million and 1.2 million shares were anti-dilutive at March 31, 2012 and 2011, 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 March,
	2012					2011
	Net Income (Numerator)		Shares (Denominator)	Per Share Amount		Net Income (Numerator)		Shares (Denominator)	Per Share Amount
Basic earnings per share	$	45,675	218,996	$	.21	$	105,903	217,992	$	.49
Dilutive stock option effect	—		1,148			—		1,850
5.125% convertible senior notes, net of tax	2,358		16,382			2,358		16,382
Diluted earnings per share	$	48,033	236,526	$	.20	$	108,261	236,224	$	.46

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):

	March 31,		December 31,
	2012		2011
Raw materials	$	644,142	$	609,150
Supplies	258,061		251,716
Work-in-progress	106,110		106,609
Finished goods	262,628		232,109
Total inventories	$	1,270,941	$	1,199,584

Note 4.  Debt

On January 11, 2012, the company expanded its senior secured credit facility by adding a $275.0 million term loan that matures on September 30, 2016 (Term Loan).  Quarterly principal payments under the Term Loan are required to be made in amounts ranging from 1.25% to 3.75% of the original principal amount, with the unpaid principal balance of approximately $158.0 million due on the maturity date.  The company used the net proceeds of the Term Loan, together with cash on hand, to fund the January 2012 purchase of $279.7 million of the company’s 7 3/8% Senior Notes, due 2012 pursuant to a tender offer. As a result of the tender the company recorded expenses of $13.9 million related to the tender premium, unamortized debt issuance costs write-off, and tender expenses, which are reflected in other expenses in the consolidated statement of income for the three months ended March 31, 2012.

5

STEEL DYNAMICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Note 5.  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, 2012	$	2,299,900		$	636	$	1,026,157	$	2,011,801		$	(722,653	)	$	(16,041	)
Proceeds from the exercise of stock options, including related tax effect	1,097			—		1,097		—			—			—
Dividends declared	(21,907		)	—		—		(21,907		)	—			—
Equity-based compensation and issuance of restricted stock	5,418			—		3,789		—			1,629			—
Contributions from noncontrolling investors	6,314			—		—		—			—			6,314
Distributions to noncontrolling investor	(38		)	—		—		—			—			(38		)
Net income (loss)	41,777			—		—		45,675			—			(3,898		)
Balances at March 31, 2012	$	2,332,561		$	636	$	1,031,043	$	2,035,569		$	(721,024	)	$	(13,663	)

Note 6.  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 and option 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 may be entered into to manage interest rate risk associated with the company’s fixed and floating-rate borrowings. Forward exchange contracts on various foreign currencies may be entered into to manage 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 option and futures contract commitments as of March 31, 2012 (MT represents metric tons and Lbs represents pounds):

Commodity Options — nickel 60 MT

Commodity Futures	Long/Short	Total
Aluminum	Long	8,400	MT
Aluminum	Short	5,225	MT
Copper	Long	4,559	MT
Copper	Short	11,215	MT
Nickel	Long	132	MT
Nickel	Short	192	MT
Silver	Short	686	Lbs

6

STEEL DYNAMICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Note 6.  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 March 31, 2012, and December 31, 2011, and for the three-month periods ended March 31, 2012 and 2011 (in thousands):

		Fair Value
Balance Sheets		March 31, 2012		December 31, 2011
Commodity futures and options — net asset	Other current assets	$	784	$	—
Commodity futures — net liability	Accrued expenses	—		1,219

		Gain (Loss) for Three Months Ended
Statements of Income		March 31, 2012			March 31, 2011
Commodity futures	Costs of goods sold	$	(3,618	)	$	2,923

Note 7.  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 March 31, 2012, and December 31, 2011 (in thousands):

	Total		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
March 31, 2012
Investment in short-term commercial paper	$	64,982	$	—	$	64,982	$	—
Commodity options — financial assets	37		—		37		—
Commodity futures — financial assets	3,046		—		3,046		—
Commodity futures — financial liabilities	2,299		—		2,299		—
December 31, 2011
Investment in short-term commercial paper	84,830		—		84,830		—
Commodity futures — financial assets	3,159		—		3,159		—
Commodity futures — financial liabilities	4,378		—		4,378		—

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 short-term commercial paper and commodity futures and options 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, as determined by quoted market prices, was approximately $2.5 billion (with a corresponding carrying amount in the consolidated balance sheet of $2.4 billion) at both March 31, 2012 and December 31, 2011.

7

STEEL DYNAMICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Note 8.  Commitments and Contingencies

The company is involved, along with eight other steel manufacturing companies, in a class action antitrust complaint filed in federal court in Chicago, Illinois that alleges a conspiracy 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. 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 and transferred to the federal court in Chicago. 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 related primarily to class certification matters. Due to the uncertain nature of litigation, the company cannot presently determine the ultimate outcome of this litigation. However, the company believes that, based on the information available to us at this time, 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 the company’s 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, the company may in the future determine that a loss accrual is necessary. Although the company may make loss accruals, if and as warranted, any amounts that the company may accrue from time to time could vary significantly from the amounts the company actually pays, due to the inherent uncertainties and shortcomings of the estimation process, the uncertainties involved in litigation and other factors. Additionally, under such circumstances an adverse result could have a material effect on the company’s financial condition, results of operations and liquidity.

8

STEEL DYNAMICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Note 9.  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, 2011, for more information related to the company’s segment reporting.  The company’s segment results for the three-month periods ended March 31, 2012 and 2011 are as follows (in thousands):

For the three months ended			Metals Recycling/			Steel Fabrication
March 31, 2012	Steel Operations		Ferrous Resources			Operations			Other			Eliminations			Consolidated
Net Sales
External	$	1,135,912	$	634,134		$	74,892		$	20,732		$	—		$	1,865,670
External Non-U.S.	50,808		65,466			—			96			—			116,370
Other segments	47,759		411,520			4			3,262			(462,545		)	—
	1,234,479		1,111,120			74,896			24,090			(462,545		)	1,982,040
Operating income (loss)	137,308		4,163			(2,668		)	(16,862		)(1)	(2,125		)(2)	119,816
Income (loss) before income taxes	119,078		(4,273		)	(4,184		)	(40,040		)	(2,125		)	68,456
Depreciation and amortization	26,084		26,074			1,848			1,617			(51		)	55,572
Capital expenditures	5,948		37,906			1,168			533			—			45,555
As of March 31, 2012
Assets	2,677,623		2,610,476			231,284			712,673		(3)	(188,429		)(4)	6,043,627
Liabilities	494,177		574,598			14,542			2,732,432		(5)	(178,607		)(6)	3,637,142

Footnotes related to the three months ended March 31, 2012 segment results (in millions):

(1)	Corporate SG&A	$	(7.6	)
	Company-wide stock option expense	(3.7		)
	Profit sharing	(6.5		)
	Other, net	0.9
		$	(16.9	)

(2) Gross profit reduction from intra-company sales $ (2.1 )

(3)	Cash and equivalents	$	278.2
	Investments in short-term commercial paper	65.0
	Income taxes receivable	2.8
	Deferred income taxes	26.1
	Property, plant and equipment, net	84.6
	Debt issuance costs, net	24.0
	Intra-company debt	149.6
	Other	82.4
		$	712.7

(4)	Elimination of intra-company receivables	$	(27.9	)
	Elimination of intra-company debt	(149.6		)
	Other	(10.9		)
		$	(188.4	)

(5)	Accounts payable	$	29.2
	Income taxes payable	14.6
	Accrued interest	54.5
	Accrued profit sharing	6.6
	Debt	2,333.6
	Deferred income taxes	213.1
	Other	80.8
		$	2,732.4

(6)	Elimination of intra-company payables	$	(27.9	)
	Elimination of intra-company debt	(149.6		)
	Other	(1.1		)
		$	(178.6	)

9

STEEL DYNAMICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Note 9.  Segment Information (continued)

For the three months ended			Metals Recycling/		Steel Fabrication
March 31, 2011	Steel Operations		Ferrous Resources		Operations			Other			Eliminations			Consolidated
Net Sales
External	$	1,146,489	$	672,341	$	52,079		$	25,524		$	—		$	1,896,433
External Non-U.S.	48,575		70,824		—			137			—			119,536
Other segments	51,946		365,250		573			2,471			(420,240		)	—
	1,247,010		1,108,415		52,652			28,132			(420,240		)	2,015,969
Operating income (loss)	192,955		39,490		(2,883		)	(24,256		)(1)	20		(2)	205,326
Income (loss) before income taxes	172,709		29,084		(4,445		)	(30,742		)	(59		)	166,547
Depreciation and amortization	27,193		24,914		1,502			1,188			(51		)	54,746
Capital expenditures	7,279		10,251		532			631			—			18,693
As of March 31, 2011
Assets (7)	2,731,625		2,582,048		209,232			504,989		(3)	(200,289		)(4)	5,827,605
Liabilities (7)	456,170		544,225		16,780			2,772,754		(5)	(190,018		)(6)	3,599,911

Footnotes related to March 31, 2011 segment results (in millions):

(1)	Corporate SG&A	$	(9.3	)
	Company-wide stock option expense	(3.7		)
	Profit sharing	(13.3		)
	Other, net	2.0
		$	(24.3	)

(2) Gross profit reduction from intra-company sales $ (0.02 )

(3)	Cash and equivalents	$	149.9
	Income taxes receivable	6.3
	Deferred income taxes	21.0
	Property, plant and equipment, net	69.0
	Debt issuance costs, net	22.9
	Intra-company debt	147.4
	Other	88.5
		$	505.0

(4)	Elimination of intra-company receivables	$	(42.0	)
	Elimination of intra-company debt	(147.4		)
	Other	(10.9		)
		$	(200.3	)

(5)	Accounts payable	$	41.7
	Income taxes payable	19.6
	Accrued interest	61.8
	Accrued profit sharing	13.6
	Debt	2,341.0
	Deferred income taxes	228.2
	Other	66.9
		$	2,772.8

(6)	Elimination of intra-company payables	$	(42.0	)
	Elimination of intra-company debt	(147.4		)
	Other	(0.6		)
		$	(190.0	)

(7)  Certain segment deferred tax asset and liability accounts have been reclassified at March 31, 2011, to conform to the March 31, 2012 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 10.  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, 2011.

Condensed Consolidating Balance Sheets (in thousands)

						Combined			Consolidating			Total
As of March 31, 2012	Parent			Guarantors		Non-Guarantors			Adjustments			Consolidated
Cash and equivalents	$	273,952		$	67,989	$	15,868		$	—		$	357,809
Investments in short-term commercial paper	64,982			—		—			—			64,982
Accounts receivable, net	314,044			801,967		11,469			(338,306		)	789,174
Inventories	695,432			508,592		71,260			(4,343		)	1,270,941
Other current assets	53,772			6,271		1,944			(18,036		)	43,951
Total current assets	1,402,182			1,384,819		100,541			(360,685		)	2,526,857
Property, plant and equiment, net	1,043,186			663,035		496,065			(2,777		)	2,199,509
Intangible assets, net	—			442,277		—			—			442,277
Goodwill	—			743,441		—			—			743,441
Other assets, including investments in subs	2,788,045			32,191		9,555			(2,698,248		)	131,543
Total assets	$	5,233,413		$	3,265,763	$	606,161		$	(3,061,710	)	$	6,043,627
Accounts payable	$	158,774		$	314,741	$	22,117		$	(23,375	)	$	472,257
Accrued expenses	139,704			93,131		9,156			(32,013		)	209,978
Current maturities of long-term debt	434,489			300		42,072			(37,228		)	439,633
Total current liabilities	732,967			408,172		73,345			(92,616		)	1,121,868
Long-term debt	1,901,644			—		178,345			(147,970		)	1,932,019
Other liabilities	252,578			2,124,643		38,110			(1,832,076		)	583,255
Redeemable noncontrolling interest	—			—		73,924			—			73,924
Common stock	636			33,896		18,121			(52,017		)	636
Treasury stock	(721,024		)	—		—			—			(721,024		)
Additional paid-in-capital	1,031,043			117,737		368,598			(486,335		)	1,031,043
Retained earnings (deficit)	2,035,569			581,315		(130,619		)	(450,696		)	2,035,569
Total Steel Dynamics, Inc. equity	2,346,224			732,948		256,100			(989,048		)	2,346,224
Noncontrolling interests	—			—		(13,663		)	—			(13,663		)
Total equity	2,346,224			732,948		242,437			(989,048		)	2,332,561
Total liabilities and equity	$	5,233,413		$	3,265,763	$	606,161		$	(3,061,710	)	$	6,043,627

11

STEEL DYNAMICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Note 10.  Condensed Consolidating Information (continued)

						Combined			Consolidating			Total
As of December 31, 2011	Parent			Guarantors		Non-Guarantors			Adjustments			Consolidated
Cash and equivalents	$	301,073		$	58,699	$	30,989		$	—		$	390,761
Investments in short-term commercial paper	84,830			—		—			—			84,830
Accounts receivable, net	319,995			726,192		8,971			(332,367		)	722,791
Inventories	584,079			533,022		85,046			(2,563		)	1,199,584
Other current assets	83,116			4,119		2,304			(32,247		)	57,292
Total current assets	1,373,093			1,322,032		127,310			(367,177		)	2,455,258
Property, plant and equiment, net	1,059,011			660,048		477,514			(2,828		)	2,193,745
Intangible assets, net	—			450,893		—			—			450,893
Goodwill	—			745,066		—			—			745,066
Other assets, including investments in subs	2,791,718			33,507		9,853			(2,700,814		)	134,264
Total assets	$	5,223,822		$	3,211,546	$	614,677		$	(3,070,819	)	$	5,979,226
Accounts payable	$	155,220		$	273,049	$	23,195		$	(30,640	)	$	420,824
Accrued expenses	157,868			98,498		10,012			(30,863		)	235,515
Current maturities of long-term debt	439,199			300		53,551			(48,972		)	444,078
Total current liabilities	752,287			371,847		86,758			(110,475		)	1,100,417
Long-term debt	1,905,199			—		169,797			(138,974		)	1,936,022
Other liabilities	250,395			2,132,778		51,625			(1,862,605		)	572,193
Redeemable noncontrolling interest	—			—		70,694			—			70,694
Common stock	636			33,896		18,121			(52,017		)	636
Treasury stock	(722,653		)	—		—			—			(722,653		)
Additional paid-in-capital	1,026,157			117,737		347,151			(464,888		)	1,026,157
Retained earnings (deficit)	2,011,801			555,288		(113,428		)	(441,860		)	2,011,801
Total Steel Dynamics, Inc. equity	2,315,941			706,921		251,844			(958,765		)	2,315,941
Noncontrolling interests	—			—		(16,041		)	—			(16,041		)
Total equity	2,315,941			706,921		235,803			(958,765		)	2,299,900
Total liabilities and equity	$	5,223,822		$	3,211,546	$	614,677		$	(3,070,819	)	$	5,979,226

12

STEEL DYNAMICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Note 10.  Condensed Consolidating Information (continued)

Condensed Consolidating Statements of Operations (in thousands)

For the three months ended,							Combined			Consolidating			Total
March 31, 2012	Parent			Guarantors			Non-Guarantors			Adjustments			Consolidated
Net sales	$	913,193		$	2,308,156		$	46,835		$	(1,286,144	)	$	1,982,040
Costs of goods sold	785,567			2,198,898			63,894			(1,267,583		)	1,780,776
Gross profit (loss)	127,626			109,258			(17,059		)	(18,561		)	201,264
Selling, general and administrative	27,566			54,555			2,459			(3,132		)	81,448
Operating income (loss)	100,060			54,703			(19,518		)	(15,429		)	119,816
Interest expense, net of capitalized interest	27,217			13,606			1,710			(1,421		)	41,112
Other (income) expense, net	10,769			(1,064		)	(877		)	1,420			10,248
Income (loss) before income taxes and equity in net income of subsidiaries	62,074			42,161			(20,351		)	(15,428		)	68,456
Income taxes (benefit)	15,870			16,134			353			(5,678		)	26,679
	46,204			26,027			(20,704		)	(9,750		)	41,777
Equity in net loss of subsidiaries	(4,427		)	—			—			4,427			—
Net loss attributable to noncontrolling interests	—			—			3,898			—			3,898
Net income (loss) attributable to Steel Dynamics, Inc.	$	41,777		$	26,027		$	(16,806	)	$	(5,323	)	$	45,675

For the three months ended,							Combined			Consolidating			Total
March 31, 2011	Parent			Guarantors			Non-Guarantors			Adjustments			Consolidated
Net sales	$	912,817		$	2,301,547		$	47,522		$	(1,245,917	)	$	2,015,969
Costs of goods sold	729,541			2,165,378			57,595			(1,232,299		)	1,720,215
Gross profit	183,276			136,169			(10,073		)	(13,618		)	295,754
Selling, general and administrative	36,664			55,893			2,122			(4,251		)	90,428
Operating income	146,612			80,276			(12,195		)	(9,367		)	205,326
Interest expense, net of capitalized interest	25,696			17,262			2,314			(1,926		)	43,346
Other (income) expense, net	(3,179		)	(2,675		)	(718		)	2,005			(4,567		)
Income before income taxes and equity in net income of subsidiaries	124,095			65,689			(13,791		)	(9,446		)	166,547
Income taxes	40,929			24,904			43			(3,559		)	62,317
	83,166			40,785			(13,834		)	(5,887		)	104,230
Equity in net loss of subsidiaries	22,737			—			—			(22,737		)	—
Net loss attributable to noncontrolling interests	—			—			1,673			—			1,673
Net income attributable to Steel Dynamics, Inc.	$	105,903		$	40,785		$	(12,161	)	$	(28,624	)	$	105,903

13

STEEL DYNAMICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Note 10.  Condensed Consolidating Information (continued)

Condensed Consolidating Statements of Cash Flows (in thousands)

For the three months ended,							Combined			Consolidating			Total
March 31, 2012	Parent			Guarantors			Non-Guarantors			Adjustments			Consolidated
Net cash provided by (used in) operating activities	$	(31,015	)	$	58,900		$	(7,596	)	$	1,132		$	21,421
Net cash used in investing activities	(3,436		)	(40,889		)	(21,708		)	18,614			(47,419		)
Net cash provided by (used in) financing activities	7,330			(8,721		)	14,183			(19,746		)	(6,954		)
Increase (decrease) in cash and equivalents	(27,121		)	9,290			(15,121		)	—			(32,952		)
Cash and equivalents at beginning of period	301,073			58,699			30,989			—			390,761
Cash and equivalents at end of period	$	273,952		$	67,989		$	15,868		$	—		$	357,809

For the three months ended,							Combined			Consolidating		Total
March 31, 2011	Parent			Guarantors			Non-Guarantors			Adjustments		Consolidated
Net cash provided by (used in) operating activities	$	53,444		$	(39,355	)	$	(10,152	)	$	—	$	3,937
Net cash used in investing activities	(5,843		)	(10,554		)	(3,439		)	—		(19,836		)
Net cash provided by (used in) financing activities	(73,412		)	48,257			15,351			—		(9,804		)
Increase (decrease) in cash and equivalents	(25,811		)	(1,652		)	1,760			—		(25,703		)
Cash and equivalents at beginning of period	173,563			10,628			2,322			—		186,513
Cash and equivalents at end of period	$	147,752		$	8,976		$	4,082		$	—	$	160,810

14

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. Some factors that could cause such forward-looking statements to turn out differently than anticipated include: (1) the effects of a recurrent recession on industrial demand; (2) changes in economic conditions, either generally or in any of the steel or scrap-consuming sectors which affect demand for our products, including the strength of the non-residential and residential construction, automotive, appliance, and other steel-consuming industries; (3) fluctuations in the cost of key raw materials (including steel scrap, iron units, and energy costs) and our ability to pass-on any cost increases; (4) the impact of domestic and foreign import price competition; (5) risks and uncertainties involving product and/or technology development; and (6) occurrences of unexpected plant outages or equipment failures.

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, 2011, 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 are scrap and scrap substitutes (which represent the most significant single component of our consolidated costs of goods sold), steel, direct and indirect labor and related benefits, alloys, zinc, transportation and freight, repairs and maintenance, utilities (most notably electricity and natural gas), and depreciation.

Selling, General and Administrative Expenses.  Selling, general and administrative expenses consist of all costs associated with our sales, finance and accounting, and administrative departments. 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 investments; 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, including premiums paid for refinancing activities.

15

Overview

Net income was $45.7 million, or $0.20 per diluted share, during the first quarter of 2012, compared with net income of $105.9 million, or $0.46 per diluted share, during the first quarter of 2011, and net income of $30.2 million, or $0.14 per diluted share, during the fourth quarter of 2011. Our net sales decreased $33.9 million, or 2%, to just under $2.0 billion in the first quarter of 2012 versus the first quarter of 2011, while net sales increased $123.7 million, or 7%, versus the fourth quarter of 2011. Our gross profit percentage was 10% during the first quarter of 2012 as compared to 15% for the first quarter of 2011, and 9% for the fourth quarter of 2011.

First quarter 2012 steel shipments were generally flat as compared to the first quarter of 2011; however the product mix differed significantly as flat roll shipments decreased 12%, or 107,000 tons, and long products shipments, most notably at our Structural and Rail Division, increased 19%, or 104,000 tons. Metals recycling and fabrication volumes also improved. Although 2012 first quarter consolidated net sales were consistent with those achieved in the prior year first quarter, comparative operating income decreased 42 percent, as gross margins decreased within the company’s flat roll steel and metals recycling operations.  The average external selling price per ton shipped for the company’s steel operations in the first quarter of 2012 decreased $15 per ton compared to the prior year first quarter while the average quarterly ferrous scrap cost per ton melted increased $18 for the same comparative period.

Looking at the first quarter of 2012 as compared to the fourth quarter of 2011, aside from metals recycling and ferrous resources, specifically metals recycling, first quarter volumes in each of the company’s reporting segments decreased when compared to the fourth quarter of 2011, while consolidated operating income increased 45%.  The increase in sequential quarterly operating income was primarily the result of improvements in steel and metals recycling margins and increases in metals recycling volumes.  Despite decreased volumes, operating income from steel operations increased 19%, as increases in selling prices in the beginning of the quarter were greater than corresponding increases in the cost of raw materials during the quarter, resulting in margin expansion.  Flat roll earnings were nonetheless tempered by mid-quarter price reductions resulting from increased supply brought about by additional domestic flat roll production capacity and increased import activity.  As is typical in the first quarter of the year, metals recycling volumes increased meaningfully when compared to the fourth quarter of 2011.

Segment Operating Results 2012 vs. 2011 (dollars in thousands)

	Three Months Ended								Fourth			Linked
	March 31,								Quarter			Quarter
				%								%
	2012			Change		2011			2011			Change
Net sales
Steel	$	1,234,479		(1	)%	$	1,247,010		$	1,215,966		2	%
Metals recycling and ferrous resources	1,111,120			0	%	1,108,415			907,025			23	%
Steel fabrication	74,896			42	%	52,652			78,684			(5	)%
Other	24,090			(14	)%	28,132			20,884			15	%
	2,444,585					2,436,209			2,222,559
Intra-company	(462,545		)			(420,240		)	(364,214		)
Consolidated	$	1,982,040		(2	)%	$	2,015,969		$	1,858,345		7	%
Operating income (loss)
Steel	$	137,308		(29	)%	$	192,955		$	115,003		19	%
Metals recycling and ferrous resources	4,163			(89	)%	39,490			(13,390		)	131	%
Steel fabrication	(2,668		)	7	%	(2,883		)	(1,820		)	(47	)%
Other	(16,862		)	30	%	(24,256		)	(17,027		)	1	%
	121,941			(41	)%	205,306			82,766			47	%
Eliminations	(2,125		)			20			(276		)
Consolidated	$	119,816		(42	)%	$	205,326		$	82,490		45	%

16

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, agriculture and industrial machinery markets. In the first quarters of 2012 and 2011, our steel operations accounted for 60% and 59%, respectively, of our external net sales. Operating income for the steel segment decreased $55.6 million or 29%, to $137.3 million in the first quarter of 2012 compared to the first quarter of 2011. Gross margin, and correspondingly operating income, compressed due to a $12 decrease in average segment selling prices per ton shipped coupled with an $18 per ton increase in average ferrous scrap cost melted in the first quarter of 2012 as compared to the first quarter of 2011.

Steel Operations Shipments (net tons)

	Three Months Ended						Fourth
	March 31,						Quarter
	2012			2011			2011
Flat Roll Division	658,505			709,614			678,961
The Techs	144,615			200,724			161,789
Sheet products	803,120		59%	910,338		68%	840,750		61%
Structural and Rail Division	261,006			190,661			250,602
Engineered Bar Products Division	157,489			159,015			171,020
Roanoke Bar Division	151,296			121,305			129,113
Steel of West Virginia	77,212			72,056			74,477
Long products	647,003		48%	543,037		40%	625,212		46%
Total shipments	1,450,123			1,453,375			1,465,962
Intra-segment shipments	(28,057	)	(2)%	(36,471	)	(3)%	(28,548	)	(2)%
Segment shipments	1,422,066			1,416,904			1,437,414
Intra-company shipments	(66,119	)	(5)%	(73,502	)	(5)%	(67,910	)	(5)%
External shipments	1,355,947			1,343,402			1,369,504

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. Sheet products represented 59% of our steel segment’s shipped tons in the first quarter of 2012, as compared to 68% in the first quarter of 2011.

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 decreased in the first quarter of 2012 by $12.5 million, or 1%, compared to the first quarter of 2011. While total shipments in the first quarter of 2012 were consistent with the first quarter of 2011, there was a shift in mix with sheet products shipments decreasing 12%, or 107,000 tons, and long products sales volumes increasing 19%, or 104,000 tons.  Increased domestic capacity along with attractively priced import opportunities created a headwind in the flat rolled market. While the SBQ market remained strong, our Engineered Bar Products division shipped less volume in the quarter than in the fourth quarter of 2011 as a result of a planned maintenance outage. Although the non-residential construction market continues to be depressed, we have seen improvement in sales, order entry and backlog at our Structural and Rail Division in 2012 as compared to 2011, particularly with our wide flange beam products. Our rail product shipments also continue to show steady improvement, comprising 13% of the mill’s product mix in the first quarter of 2012 compared with 8% in the first quarter of 2011.Our first quarter 2012 average steel operations’ segment selling price per ton shipped, decreased $12 compared with the first quarter of 2011.

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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 $18 in the first quarter 2012 compared with the first quarter of 2011. During the first quarter of 2012 and 2011, respectively, our metallic raw material costs represented 69% and 66% of our steel operations’ manufacturing costs, excluding the operations of The Techs, which purchases, rather than produces, the steel it further processes.

Metals Recycling and Ferrous Resources Operations

Metals Recycling and Ferrous Resources Operations.  This operating segment includes our metals recycling operations (OmniSource); our liquid pig iron production facility, Iron Dynamics (IDI); and our Minnesota iron operations. Our metals recycling and ferrous resources operations segment accounted for 35% of our external net sales in the first quarter of 2012 and 37% in the first quarter of 2011. Operating income for the metals recycling and ferrous resources operations segment decreased $35.3 million in the first quarter of 2012, to $4.2 million, compared to the first quarter of 2011, due primarily to decreased metal margins for both ferrous and nonferrous metals in metals recycling.

Metals Recycling and Ferrous Resources Operations Shipments

	Three Months Ended				Fourth
	March 31,				Quarter
	2012		2011		2011
Ferrous metal (gross tons)
Total	1,582,840		1,528,191		1,314,588
Intra-segment	(1,787	)	—		(3,441	)
Segment shipments	1,581,053		1,528,191		1,311,147
Intra-company	(761,980	)	(669,628	)	(582,043	)
External shipments	819,073		858,563		729,104
Nonferrous metals (thousands of pounds)
Total and segment shipments	291,636		286,645		255,137
Intra-company	(1,958	)	(2,261	)	(2,230	)
External shipments	289,678		284,384		252,907
Mesabi Nugget (metric tons) — intra-company	46,230		35,767		52,943
Iron Dynamics (metric tons) — intra-company	56,628		61,143		47,471

Metals Recycling.  Our metals recycling operations, OmniSource, represent our metals sourcing and processing operations and are the most significant source of net sales 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 first quarters of 2012 and 2011 and $18.8 million (reduced by $6.2 million of amortization expense related to intangible assets) and $42.0 million (reduced by $7.1 million of amortization expense related to intangible assets) of this segments’ operating income for these same quarters, respectively.

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During the first quarter of 2012, metals recycling recorded sales of $1.1 billion on shipments of 1.6 million gross tons of ferrous metals and 291.6 million pounds of nonferrous metals, compared with sales of $1.1 billion on shipments of 1.5 million gross tons of ferrous and 286.6 million pounds of nonferrous metals during the same period in 2011. Sales prices of ferrous metals increased 1% in the first quarter of 2012 versus the same period in 2011, while sales prices of nonferrous metals decreased 10%. During the first quarter of 2012, the metals recycling operations provided approximately 52% of the steel scrap purchased by our steel mills. This represented 48% of the metals recycling operations’ ferrous shipments for the first quarter of 2012 and 44% for the first quarter of 2011.

Operating income for metals recycling decreased $23.2 million in the first quarter of 2012, compared to the first quarter of 2011, despite the increase in ferrous and nonferrous shipments, due primarily to decreased metals spreads for both ferrous (9%) and nonferrous (24%) metals. Positive scrap flow throughout the country created an environment of increased supply in the quarter; with the mild weather sustaining obsolete scrap flow, and growing manufacturing and auto production increasing prompt industrial scrap flow.

Ferrous Resources.  Our ferrous resource operations consist of our two ironmaking initiatives:  Iron Dynamics (IDI), a liquid pig iron production facility, and our Minnesota iron operations, consisting of an iron nugget production facility and planned operations to supply the nugget facility with its primary raw material, iron concentrate. IDI primarily produces liquid pig iron, which is used as a scrap substitute raw material input exclusively at our Flat Roll Division. Our Minnesota iron operations consists of Mesabi Nugget, (owned 81% by us); our planned future iron mining operations which is currently in the permitting process, Mesabi Mining; and, our planned iron tailings operations, Mining Resources (owned 80% by us.) The construction of the Mesabi Nugget facility was completed in 2009, and initial production of iron nuggets commenced January 2010. Since then, we have continued to refine this pioneering production process and changed equipment configurations to increase production and plant availability. The facility’s anticipated annual production capacity is 500,000 metric tons.  In the first quarter of 2012 and 2011, Mesabi Nugget produced 46,000 and 36,000 metric tons of iron-nuggets, respectively, for use by our own steel mills. We are currently constructing the iron tailings operation, which is expected to start up in the third quarter of 2012. This operation is planned to provide iron ore tailings to be concentrated for use by Mesabi Nugget as a low-cost iron concentrate to the nugget production process, replacing higher-priced concentrate from external sources. Losses from our Minnesota iron operations reduced our net income in the first quarter of 2012 by approximately $10 million, $3 million more than in the first quarter of 2011.  The increased losses in the first quarter of 2012 were due to the continued start-up efforts and certain mechanical and operational issues at Mesabi Nugget, which are being addressed during a planned four-week outage which commenced early in the second quarter of 2012.

Steel Fabrication Operations

Our 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 4% and 3% of our external net sales during the first quarter of 2012 and 2011, respectively. The operating loss for the segment was $2.7 million in the first quarter of 2012, compared to $2.9 million in the first quarter of 2011. Selling volume and pricing increases were offset by gross margin constriction as the increase in the cost of raw materials outpaced the increase in selling prices.

Net sales for the segment increased by $22.2 million, or 42%, in the first quarter of 2012 compared to the first quarter of 2011, as both pricing and volumes increased in the first quarter of 2012 when compared with the same period in 2011. Our average steel fabrication operations’ selling price per ton shipped increased $49, or 4%, during the first quarter of 2012 versus the same period in 2011. Sales volumes increased 16,000 tons, or 37%, to 60,000 tons in the first quarter of 2012 compared to the first quarter of 2011, with some of this increase coming from market share gains in existing markets, and some related to our expansion into the western United States from the start-up of plants in Arkansas, Nevada and Northern Mexico. We also anticipate continuing to expand our market presence and penetration in the western portion of the United States as we ramp up our operations in that market.

While we have seen increased order entry and sales volumes in 2012 versus 2011, the non-residential construction market continues to recover slowly, with margins being squeezed due to increasing input costs. The purchase of various steel products is the largest single cost of production for our steel fabrication operations. During the first quarter of 2012 and 2011, the cost of steel products purchased represented 70% and 68% of the total cost of manufacturing for our steel fabrication operations, respectively; while the cost of steel increased in the first quarter of 2012, as compared to the same period in 2011 by $58 per ton.

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First Quarter Consolidated Results 2012 vs. 2011

Selling, General and Administrative Expenses. Selling, general and administrative expenses (including profit sharing and amortization of intangible assets) were $81.4 million during the first quarter of 2012, as compared to $90.4 million during the first quarter of 2011, a decrease of $9.0 million, or 10%. Our selling, general and administrative expenses represented 4% of our total net sales during the first quarter of 2012 and 2011. The decrease in our selling, general and administrative expenses was due primarily to decreased profit sharing expense during the first quarter of 2012 of $7.1 million, consistent with the lower levels of profitability in 2012 as compared to those in 2011.

Interest Expense, net of Capitalized Interest.  During the first quarter of 2012, gross interest expense decreased $2.3 million to $41.4 million, and capitalized interest decreased by $46,000 to $304,000, when compared to the same period in 2011. 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. The decrease in gross interest expense in the first quarter of 2012 as compared to the first quarter of 2011 is due to the execution of the January 2012 partial tender offer for $279.7 million of our 73/8%  Senior Notes due in November 2012.  We refinanced the tendered notes through the expansion of our senior secured credit facility in the form of a $275.0 million lower interest rate term loan which has minimal amortization requirements, with a final maturity in the third quarter of 2016.  Based on the current refinanced capital structure, we expect the second and third quarters of 2012 will each also benefit by approximately $3.6 million in interest cost savings when compared to our pre-financed structure.

Other (Income) Expense, net.  Other expense was $10.2 million during the first quarter of 2012, as compared to other income of $4.6 million during the same period in 2011. We incurred expenses of $13.9 million during the first quarter of 2012 related to the partial tender of our 73/8% Senior Notes. During the first quarter of 2012, we recorded interest income of $1.3 million versus $1.0 million in the same period in 2011.

Income Taxes.  During the first quarter of 2012, our income tax expense was $26.7 million, as compared to $62.3 million during the same period in 2011. Our effective income tax rate before noncontrolling interests was 39.0% and 37.4%, during the first quarter of 2012 and 2011, respectively. The higher effective tax rate in the first quarter of 2012 is due most notably to the inability to recognize any benefit from the research and development tax credits that have not yet been approved by Congress for 2012, and the first quarter of 2011 having discrete tax benefit items that reduced the effective tax rate.

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.

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Working Capital. Our largest customer is an affiliated company, Heidtman Steel, which represented 6% of our outstanding trade receivables at March 31, 2012, and December 31, 2011. Trade receivables increased $66.4 million during the first three months of 2012 due to increased sales from higher product prices and volumes as compared to the fourth quarter of 2011, as days sales outstanding has remained consistent. Total inventories increased $71.4 million, or 6%, to $1.3 billion during the first three months of 2012. Our raw materials, primarily steel scrap inventories, increased by approximately $35.0 million during the first three months of 2012, with scrap volumes increasing by 72,000 gross tons (9%), and pricing increasing 2%. Our work-in-process and finished goods inventories increased $30.0 million, with volumes increasing by 34,000 net tons. Our trade payables and general accruals increased $25.9 million, or 4%, during the first three months of 2012. The increase in trade payables is a reflection of the increased production activities and increased raw materials at March 31, 2012 compared to that at December 31, 2011. Our profit sharing accrual decreased $29.3 million during the quarter due to the annual payout under the profit sharing plan to eligible employees in the month of February.

Capital Investments.  During the first three months of 2012, we invested $45.6 million in property, plant and equipment, of which 45% related to the construction of our copper rod mill and iron tailings plants. 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 estimate total capital expenditures for 2012 to be between $225 and $250 million.

Capital Resources and Long-term Debt.  During the first three months of 2012, our total outstanding debt decreased $8.4 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 49.6% at March 31, 2012, and 50.1% at December 31, 2011.

We have a senior secured credit facility (Facility) which expires in September 2016 which provides for a $1.1 billion revolver (Revolver). Subject to certain conditions, we have the opportunity to increase the Revolver capacity by an additional $125.0 million. The Facility is guaranteed by certain of our subsidiaries and is secured by substantially all of our accounts receivable and inventories and pledges of shares of our wholly owned subsidiaries’ capital stock. The revolver is available to fund working capital, capital expenditures, and other general corporate purposes.

The outstanding balance on the Revolver must be the lesser of $1.1 billion less other applicable commitments such as letters of credit and other secured debt, as defined within the Facility or the sum of 85% of our eligible accounts receivable and 65% of our eligible inventories, less other applicable commitments. At March 31, 2012, we had $1.1 billion of availability on the revolver, $16.2 million of outstanding letters of credit and other obligations which reduce availability, and there were no borrowings outstanding. We must maintain minimum liquidity through maturity or repayment of our 73/8% senior notes, due November 2012.  The minimum liquidity covenant required is determined by the sum of unrestricted cash and Revolver availability, being at least $150.0 million plus any outstanding amount of the 73/8% senior notes due November 2012. The minimum liquidity requirement was $570.3 million at March 31, 2012, and our minimum liquidity is over $1.5 billion; thus we are in compliance with this covenant, and we expect to remain in compliance for its duration.

In January 2012, we expanded our Facility by adding a $275.0 million term loan that matures on September 30, 2016 (Term Loan).  Quarterly principal payments under the Term Loan are required to be made in amounts ranging from 1.25% to 3.75% of the original principal amount, with the unpaid principal balance of approximately $158.0 million due on the maturity date. We used the net proceeds of the Term Loan, together with cash on hand, to fund the January 2012 purchase of $279.7 million of our 73/8% Senior Notes, due 2012 pursuant to a tender offer for up to $350 million of the 73/8% Senior Notes.

The Facility 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 the financial and other covenants.

The financial covenants under our Facility state that we must maintain an interest coverage ratio of not less than 2.50:1.00. Our interest coverage ratio is calculated by dividing our last-twelve trailing months (LTM) consolidated adjusted EBITDA (earnings before interest, taxes, depreciation, amortization, and certain other non-cash transactions as allowed in our Facility) by our LTM gross interest expense. In addition, a net debt (as defined in the Facility) to consolidated LTM adjusted EBITDA ratio (leverage ratio) of not more than 5.00:1.00 must be maintained. If the net debt to EBITDA ratio exceeds 3.50:1:00 at any time, our ability to make restricted payments as defined in the credit agreement (which includes cash dividends to stockholders and share purchases, among other things), is limited. At March 31, 2012, our interest coverage ratio and net debt leverage ratio were 4.51:1.00 and 2.62:1.00, respectively. We were therefore in compliance with these covenants at March 31, 2012, and we anticipate we will remain in compliance during 2012.

Cash Dividends.  We declared cash dividends of $21.9 million, or $0.10 per common share, during the first quarter of 2012 and $21.8 million, or $0.10 per common share, during the first quarter of 2011. We paid cash dividends of $21.9 million and $16.3 million during the first quarter of 2012 and 2011, respectively. Our board of directors, along with executive management, approves the payment of dividends on a quarterly basis.  During the remainder of 2012, 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.

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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 September 2016, 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.

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 2011 Annual Report on Form 10-K.

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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 March 31, 2012 or 2011.

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 raw materials used in our operations, such as metallic raw materials, electricity, natural gas, iron concentrate, fuel and zinc. 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 electricity, natural gas and its transportation, fuel, zinc, and iron concentrate. 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 9 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 March 31, 2012, 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, 2011. 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 or supplier. At March 31, 2012, we had a cumulative unrealized gain associated with these financial contracts of $784,000, substantially all of which have a settlement date within the next twelve months. We believe the customer and supplier contracts associated with the financial contracts will be fully consummated.

ITEM 4.CONTROLS AND PROCEDURES

(a)  Evaluation of Disclosure Controls and Procedures.  Our management, with the participation of our principal executive officer and principal financial officer, evaluated the effectiveness of our disclosure controls and procedures as of March 31, 2012. 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 March 31, 2012, our principal executive officer and principal 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 March 31, 2012 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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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.

We are involved, along with eight other steel manufacturing companies, in a class action antitrust complaint filed in federal court in Chicago, Illinois that alleges a conspiracy 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. 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 and transferred to the federal court in Chicago.  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 related primarily to class certification matters.  Due to the uncertain nature of litigation, we cannot presently determine the ultimate outcome of this litigation. However, we believe that, based on the information available to us at this time, 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 the inherent uncertainties and shortcomings of the estimation process, the uncertainties involved in litigation and other factors. Additionally, under such circumstances an adverse result could have a material effect on our financial condition, results of operations and liquidity.

ITEM 1A.RISK FACTORS

No material changes have occurred to the indicated risk factors as disclosed in our 2011 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 4.MINE SAFETY DISCLOSURES

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

ITEM 5.OTHER INFORMATION

None.

ITEM 6.EXHIBITS

Executive Officer Certifications

31.1*	Certification of Principal 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 Principal 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.

24

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.
Other
95*	Mine Safety Disclosures.
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

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

May 9, 2012

	STEEL DYNAMICS, INC.
By:	/s/ Theresa E. Wagler
	Theresa E. Wagler
	Executive Vice President and Chief Financial Officer
	(Principal Accounting Officer)

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EX-31.1

EXHIBIT 31.1

CERTIFICATION

I, Mark D. Millett, certify that:

1.             I have reviewed this quarterly report for the period ended March 31, 2012, 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/ Mark D. Millett

Mark D. Millett

Principal Executive Officer

May 9, 2012

EX-31.2

EXHIBIT 31.2

CERTIFICATION

I, Theresa E. Wagler, certify that:

1.I have reviewed this quarterly report for the period ended March 31, 2012, 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 Principal Financial Officer

May 9, 2012

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 March 31, 2012 (the “Report”), as filed with the Securities and Exchange Commission on the date hereof, I, Mark D. Millett, 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/ Mark D. Millett

Mark D. Millett

Chief Executive Officer

May 9, 2012

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 March 31, 2012 (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

May 9, 2012

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-95

EXHIBIT 95

Mine Safety Disclosures

This exhibit contains information concerning mine safety matters required by Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act about certain citations, orders and notices issued under the Federal Mine Safety and Health Act of 1977 (Mine Act) by the federal Mine Safety and Health Administration (MSHA) for our operations for the three months ended March 31, 2012.

THREE MONTHS ENDED MARCH 31, 2012

Mine or Operating Name	MSHA Identificaton Number	Section 104(a) s&s Citations (#)	Section 104(b) Orders (#)	Section 104(d) Citations and Orders (#)	Section 110(b)(2) Citations and Orders (#)	Section 107(a) Orders (#)	Total Dollar Value of MSHA Assessments Proposed ($)		Legal Actions Initiated During Period (#)	Legal Actions Resolved During Period (#)	Legal Actions Pending as of Last Day of Period (#)
Mesabi Nugget Delaware, LLC	21-03689	16	—	—	—	—	$	27,672	22	1	29

Although Mesabi Nugget Delaware, LLC (Mesabi Nugget), an affiliate of Steel Dynamics, Inc., is not a mining operation, the MSHA claims jurisdiction over Mesabi Nugget’s operations regarding the production of iron nuggets via a production process that utilizes iron concentrate and coal as input raw materials. Therefore, this disclosure relating to Mesabi Nugget is being submitted by Steel Dynamics, Inc.

The MSHA citations and orders set forth in the table above are those that were issued by MSHA and received by Mesabi Nugget during the three months ended March 31, 2012. In addition, the table above sets forth the total dollar amount of assessments proposed by MSHA during three months ended March 31, 2012. The dollar amount of MSHA assessments proposed does not include assessments on those citations or orders that were received by Mesabi Nugget after March 31, 2012.

The information in the table above does not reflect any subsequent changes in the level of severity of a citation or order, or changes in the value of an assessment that occurred during the time period presented in the table above (or that may occur after the time period covered in the table above) as a result of proceedings conducted in accordance with MSHA rules. For purposes of legal actions disclosures in the table above, any citation contested in any form or manner with MSHA is considered a legal action for reporting purposes.

During the period covered by this report, no written notices were received from MSHA of a pattern, or the potential to have a pattern, of violations of mandatory health or safety standards that are of such a nature as could have significantly and substantially contributed to the cause and effect of mine health or safety hazards under Section 104(e) of the Mine Act, and there were no mining related fatalities.

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Condensed Consolidating Information (Details 3) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2012	Mar. 31, 2011
Condensed Consolidating Financial Statements
Net cash provided by (used in) operating activities	$ 21,421	$ 3,937
Net cash used in investing activities	(47,419)	(19,836)
Net cash provided by (used in) financing activities	(6,954)	(9,804)
Decrease in cash and equivalents	(32,952)	(25,703)
Cash and equivalents at beginning of period	390,761	186,513
Cash and equivalents at end of period	357,809	160,810
Parent
Condensed Consolidating Financial Statements
Net cash provided by (used in) operating activities	(31,015)	53,444
Net cash used in investing activities	(3,436)	(5,843)
Net cash provided by (used in) financing activities	7,330	(73,412)
Decrease in cash and equivalents	(27,121)	(25,811)
Cash and equivalents at beginning of period	301,073	173,563
Cash and equivalents at end of period	273,952	147,752
Guarantors
Condensed Consolidating Financial Statements
Net cash provided by (used in) operating activities	58,900	(39,355)
Net cash used in investing activities	(40,889)	(10,554)
Net cash provided by (used in) financing activities	(8,721)	48,257
Decrease in cash and equivalents	9,290	(1,652)
Cash and equivalents at beginning of period	58,699	10,628
Cash and equivalents at end of period	67,989	8,976
Combined Non-Guarantors
Condensed Consolidating Financial Statements
Net cash provided by (used in) operating activities	(7,596)	(10,152)
Net cash used in investing activities	(21,708)	(3,439)
Net cash provided by (used in) financing activities	14,183	15,351
Decrease in cash and equivalents	(15,121)	1,760
Cash and equivalents at beginning of period	30,989	2,322
Cash and equivalents at end of period	15,868	4,082
Consolidating Adjustments
Condensed Consolidating Financial Statements
Net cash provided by (used in) operating activities	1,132
Net cash used in investing activities	18,614
Net cash provided by (used in) financing activities	$ (19,746)

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Commitments and Contingencies (Details)	Mar. 31, 2012 Complaint Company
Commitments and Contingencies
Number of other steel manufacturing companies also served with a class action antitrust complaint	8
Number of the complaints not brought on behalf of steel product purchasers	1

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Description of the Business and Significant Accounting Policies (Details)	3 Months Ended
	Mar. 31, 2012	Mar. 31, 2011
Description of the Business and Significant Accounting Policies
Number of reporting segments	3
Number of iron making initiatives	2
Steel Operations
Segment Reporting Information
Percentage of external net sales	60.00%	59.00%
Metals Recycling and Ferrous Resources Operations
Segment Reporting Information
Percentage of external net sales	35.00%	37.00%
Steel Fabrication Operations
Segment Reporting Information
Percentage of external net sales	4.00%	3.00%

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Condensed Consolidating Information (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2012	Dec. 31, 2011	Mar. 31, 2011	Dec. 31, 2010
Condensed Consolidating Financial Statements
Ownership interest in subsidiaries (as a percent)	100.00%
Cash and equivalents	$ 357,809	$ 390,761	$ 160,810	$ 186,513
Investments in short-term commercial paper	64,982	84,830
Accounts receivable, net	789,174	722,791
Inventories	1,270,941	1,199,584
Other current assets	43,951	57,292
Total current assets	2,526,857	2,455,258
Property, plant and equipment, net	2,199,509	2,193,745
Intangible assets, net	442,277	450,893
Goodwill	743,441	745,066
Other assets, including investments in subs	131,543	134,264
Total assets	6,043,627	5,979,226	5,827,605
Accounts payable	472,257	420,824
Accrued expenses	209,978	235,515
Current maturities of long-term debt	439,633	444,078
Total current liabilities	1,121,868	1,100,417
Long-term debt	1,932,019	1,936,022
Other liabilities	583,255	572,193
Redeemable noncontrolling interest	73,924	70,694
Common stock	636	636
Treasury stock	(721,024)	(722,653)
Additional paid-in capital	1,031,043	1,026,157
Retained earnings (deficit)	2,035,569	2,011,801
Total Steel Dynamics, Inc. equity	2,346,224	2,315,941
Noncontrolling interests	(13,663)	(16,041)
Total equity	2,332,561	2,299,900
Total liabilities and equity	6,043,627	5,979,226
Parent
Condensed Consolidating Financial Statements
Cash and equivalents	273,952	301,073	147,752	173,563
Investments in short-term commercial paper	64,982	84,830
Accounts receivable, net	314,044	319,995
Inventories	695,432	584,079
Other current assets	53,772	83,116
Total current assets	1,402,182	1,373,093
Property, plant and equipment, net	1,043,186	1,059,011
Other assets, including investments in subs	2,788,045	2,791,718
Total assets	5,233,413	5,223,822
Accounts payable	158,774	155,220
Accrued expenses	139,704	157,868
Current maturities of long-term debt	434,489	439,199
Total current liabilities	732,967	752,287
Long-term debt	1,901,644	1,905,199
Other liabilities	252,578	250,395
Common stock	636	636
Treasury stock	(721,024)	(722,653)
Additional paid-in capital	1,031,043	1,026,157
Retained earnings (deficit)	2,035,569	2,011,801
Total Steel Dynamics, Inc. equity	2,346,224	2,315,941
Total equity	2,346,224	2,315,941
Total liabilities and equity	5,233,413	5,223,822
Guarantors
Condensed Consolidating Financial Statements
Cash and equivalents	67,989	58,699	8,976	10,628
Accounts receivable, net	801,967	726,192
Inventories	508,592	533,022
Other current assets	6,271	4,119
Total current assets	1,384,819	1,322,032
Property, plant and equipment, net	663,035	660,048
Intangible assets, net	442,277	450,893
Goodwill	743,441	745,066
Other assets, including investments in subs	32,191	33,507
Total assets	3,265,763	3,211,546
Accounts payable	314,741	273,049
Accrued expenses	93,131	98,498
Current maturities of long-term debt	300	300
Total current liabilities	408,172	371,847
Other liabilities	2,124,643	2,132,778
Common stock	33,896	33,896
Additional paid-in capital	117,737	117,737
Retained earnings (deficit)	581,315	555,288
Total Steel Dynamics, Inc. equity	732,948	706,921
Total equity	732,948	706,921
Total liabilities and equity	3,265,763	3,211,546
Combined Non-Guarantors
Condensed Consolidating Financial Statements
Cash and equivalents	15,868	30,989	4,082	2,322
Accounts receivable, net	11,469	8,971
Inventories	71,260	85,046
Other current assets	1,944	2,304
Total current assets	100,541	127,310
Property, plant and equipment, net	496,065	477,514
Other assets, including investments in subs	9,555	9,853
Total assets	606,161	614,677
Accounts payable	22,117	23,195
Accrued expenses	9,156	10,012
Current maturities of long-term debt	42,072	53,551
Total current liabilities	73,345	86,758
Long-term debt	178,345	169,797
Other liabilities	38,110	51,625
Redeemable noncontrolling interest	73,924	70,694
Common stock	18,121	18,121
Additional paid-in capital	368,598	347,151
Retained earnings (deficit)	(130,619)	(113,428)
Total Steel Dynamics, Inc. equity	256,100	251,844
Noncontrolling interests	(13,663)	(16,041)
Total equity	242,437	235,803
Total liabilities and equity	606,161	614,677
Consolidating Adjustments
Condensed Consolidating Financial Statements
Accounts receivable, net	(338,306)	(332,367)
Inventories	(4,343)	(2,563)
Other current assets	(18,036)	(32,247)
Total current assets	(360,685)	(367,177)
Property, plant and equipment, net	(2,777)	(2,828)
Other assets, including investments in subs	(2,698,248)	(2,700,814)
Total assets	(3,061,710)	(3,070,819)
Accounts payable	(23,375)	(30,640)
Accrued expenses	(32,013)	(30,863)
Current maturities of long-term debt	(37,228)	(48,972)
Total current liabilities	(92,616)	(110,475)
Long-term debt	(147,970)	(138,974)
Other liabilities	(1,832,076)	(1,862,605)
Common stock	(52,017)	(52,017)
Additional paid-in capital	(486,335)	(464,888)
Retained earnings (deficit)	(450,696)	(441,860)
Total Steel Dynamics, Inc. equity	(989,048)	(958,765)
Total equity	(989,048)	(958,765)
Total liabilities and equity	$ (3,061,710)	$ (3,070,819)

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Debt

3 Months Ended

Mar. 31, 2012

Debt

Debt

Note 4.  Debt

On January 11, 2012, the company expanded its senior secured credit facility by adding a $275.0 million term loan that matures on September 30, 2016 (Term Loan).  Quarterly principal payments under the Term Loan are required to be made in amounts ranging from 1.25% to 3.75% of the original principal amount, with the unpaid principal balance of approximately $158.0 million due on the maturity date.  The company used the net proceeds of the Term Loan, together with cash on hand, to fund the January 2012 purchase of $279.7 million of the company’s 7 3/8% Senior Notes, due 2012 pursuant to a tender offer. As a result of the tender the company recorded expenses of $13.9 million related to the tender premium, unamortized debt issuance costs write-off, and tender expenses, which are reflected in other expenses in the consolidated statement of income for the three months ended March 31, 2012.

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Long-Term Debt (Details) (USD $)	3 Months Ended		1 Months Ended				1 Months Ended	3 Months Ended
	Mar. 31, 2012	Mar. 31, 2011	Jan. 31, 2012 Term Loan maturing in 2016	Mar. 31, 2012 Term Loan maturing in 2016	Mar. 31, 2012 Term Loan maturing in 2016 Minimum	Mar. 31, 2012 Term Loan maturing in 2016 Maximum	Jan. 31, 2012 7 3/8% senior notes, due 2012	Mar. 31, 2012 7 3/8% senior notes, due 2012
Long Term Debt
Additional borrowings			$ 275,000,000
Quarterly principal payment as a percent of the original principal amount					1.25%	3.75%
Unpaid principal balance payment				158,000,000
Note stated interest rate (as a percent)							7.375%
Repayments of Debt	283,448,000	7,325,000					279,700,000
Expenses recorded related to tender premium, unamortized debt issuance cost write-off, and tender expenses								$ 13,900,000

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Inventories (Details) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2012	Dec. 31, 2011
Inventories
Raw materials	$ 644,142	$ 609,150
Supplies	258,061	251,716
Work-in-progress	106,110	106,609
Finished goods	262,628	232,109
Total inventories	$ 1,270,941	$ 1,199,584

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Changes in Equity (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended				3 Months Ended
	Mar. 31, 2012	Mar. 31, 2011	Mar. 31, 2012 Common Stock	Dec. 31, 2011 Common Stock	Mar. 31, 2012 Additional Paid-In Capital	Mar. 31, 2012 Retained Earnings	Mar. 31, 2012 Treasury Stock	Mar. 31, 2012 Noncontrolling Interests
Increase (Decrease) in Equity
Balance at the beginning of the period	$ 2,299,900		$ 636	$ 636	$ 1,026,157	$ 2,011,801	$ (722,653)	$ (16,041)
Proceeds from the exercise of stock options, including related tax effect	1,097				1,097
Dividends declared	(21,907)					(21,907)
Equity-based compensation and issuance of restricted stock	5,418				3,789		1,629
Contributions from noncontrolling investors	6,314							6,314
Distributions to noncontrolling investor	(38)							(38)
Net income	41,777	104,230				45,675		(3,898)
Balance at the end of the period	$ 2,332,561		$ 636	$ 636	$ 1,031,043	$ 2,035,569	$ (721,024)	$ (13,663)

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Derivative Financial Instruments (Details) (USD $) In Thousands, unless otherwise specified		3 Months Ended
	Mar. 31, 2012	Mar. 31, 2012 Not designated	Mar. 31, 2011 Not designated	Dec. 31, 2011 Not designated Commodity futures net	Mar. 31, 2012 Aluminum Long Commodity futures net MT	Mar. 31, 2012 Aluminum Short Commodity futures net MT	Mar. 31, 2012 Copper Long Commodity futures net MT	Mar. 31, 2012 Copper Short Commodity futures net MT	Mar. 31, 2012 Nickel Commodity options MT	Mar. 31, 2012 Nickel Long Commodity futures net MT	Mar. 31, 2012 Nickel Short Commodity futures net MT	Mar. 31, 2012 Silver Short Commodity futures net lbs
Commodity contract commitments
Commodity contract (in MT/Lbs)					8,400	5,225	4,559	11,215	60	132	192	686
Fair values of derivative instruments, balance sheet
Commodity contract, net asset (liability) (in dollars)	$ 784			$ (1,219)
Gain (loss) on commodity futures contracts (in dollars)		$ (3,618)	$ 2,923

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Inventories

3 Months Ended

Mar. 31, 2012

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):

	March 31,		December 31,
	2012		2011
Raw materials	$	644,142	$	609,150
Supplies	258,061		251,716
Work-in-progress	106,110		106,609
Finished goods	262,628		232,109
Total inventories	$	1,270,941	$	1,199,584

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Fair Value Measurements (Details) (USD $)	Mar. 31, 2012	Dec. 31, 2011
Assets and liabilities subject to fair value measurements
Investments in short-term commercial paper	$ 64,982,000	$ 84,830,000
Recurring basis | Total
Assets and liabilities subject to fair value measurements
Investments in short-term commercial paper	64,982,000	84,830,000
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
Recurring basis | Total | Commodity futures net
Assets and liabilities subject to fair value measurements
Commodity contract - financial assets	3,046,000	3,159,000
Commodity contract - financial liabilities	2,299,000	4,378,000
Recurring basis | Total | Commodity options
Assets and liabilities subject to fair value measurements
Commodity contract - financial assets	37,000
Recurring basis | Significant Other Observable Inputs (Level 2)
Assets and liabilities subject to fair value measurements
Investments in short-term commercial paper	64,982,000	84,830,000
Recurring basis | Significant Other Observable Inputs (Level 2) | Commodity futures net
Assets and liabilities subject to fair value measurements
Commodity contract - financial assets	3,046,000	3,159,000
Commodity contract - financial liabilities	2,299,000	4,378,000
Recurring basis | Significant Other Observable Inputs (Level 2) | Commodity options
Assets and liabilities subject to fair value measurements
Commodity contract - financial assets	$ 37,000

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CONSOLIDATED BALANCE SHEETS (USD $) In Thousands, unless otherwise specified	Mar. 31, 2012	Dec. 31, 2011
Current assets
Cash and equivalents	$ 357,809	$ 390,761
Investments in short-term commercial paper	64,982	84,830
Accounts receivable, net	737,531	679,898
Accounts receivable-related parties	51,643	42,893
Inventories	1,270,941	1,199,584
Deferred income taxes	26,089	25,341
Income taxes receivable	2,833	16,722
Other current assets	15,029	15,229
Total current assets	2,526,857	2,455,258
Property, plant and equipment, net	2,199,509	2,193,745
Restricted cash	26,994	26,528
Intangible assets, net	442,277	450,893
Goodwill	743,441	745,066
Other assets	104,549	107,736
Total assets	6,043,627	5,979,226
Current liabilities
Accounts payable	462,492	414,240
Accounts payable-related parties	9,765	6,584
Income taxes payable	14,383	10,880
Accrued expenses	186,247	185,964
Accrued profit sharing	9,348	38,671
Current maturities of long-term debt	439,633	444,078
Total current liabilities	1,121,868	1,100,417
Long-term debt
Term loan	257,812
Other long-term debt	36,707	37,272
Total long-term debt	1,932,019	1,936,022
Deferred income taxes	500,642	489,915
Other liabilities	82,613	82,278
Commitments and contingencies
Redeemable noncontrolling interest	73,924	70,694
Equity
Common stock voting, $.0025 par value; 900,000,000 shares authorized; 255,171,906 and 255,052,811 shares issued; and 219,074,339 and 218,873,720 shares outstanding, as of March 31, 2012 and December 31, 2011, respectively	636	636
Treasury stock, at cost; 36,097,567 and 36,179,091 shares, as of March 31, 2012 and December 31, 2011, respectively	(721,024)	(722,653)
Additional paid-in capital	1,031,043	1,026,157
Retained earnings	2,035,569	2,011,801
Total Steel Dynamics, Inc. equity	2,346,224	2,315,941
Noncontrolling interests	(13,663)	(16,041)
Total equity	2,332,561	2,299,900
Total liabilities and equity	6,043,627	5,979,226
7 3/8% senior notes, due 2012
Long-term debt
Senior notes		261,250
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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Description of the Business and Significant Accounting Policies

3 Months Ended

Mar. 31, 2012

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 60% and 59% of the company’s external net sales during the three-month periods ended March 31, 2012 and 2011, respectively.

Metals Recycling and Ferrous Resources Operations. Metals recycling and ferrous resources operations include OmniSource Corporation (OmniSource), the company’s metals recycling, steel scrap procurement, and processing locations, and our two ironmaking initiatives: Iron Dynamics (IDI), a liquid pig iron production facility; and our Minnesota iron operations, an iron nugget production facility and planned operations to supply the nugget facility with its primary raw material, iron concentrate. Metals recycling and ferrous resources operations accounted for approximately 35% and 37% of the company’s external net sales during each of the three-month periods ended March 31, 2012 and 2011, respectively.

Steel Fabrication Operations.  Steel fabrication operations include 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 4% and 3% of the company’s external net sales during the three-month periods ended March 31, 2012 and 2011, 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, 2011.

Goodwill.  The company’s goodwill is allocated to the following reporting units at March, 2012, and December 31, 2011, (in thousands):

	March 31,		December 31,
	2012		2011
OmniSource — Metals Recycling/Ferrous Resources Segment	$	569,692	$	571,317
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
	$	743,441	$	745,066

OmniSource goodwill decreased $1.6 million from December 31, 2011 to March 31, 2012, in recognition of the 2012 tax benefit related to the amortization of the component of OmniSource tax-deductible goodwill in excess of book goodwill.

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Segment Information (Details 2) (USD $)	3 Months Ended
	Mar. 31, 2012	Mar. 31, 2011	Dec. 31, 2011	Dec. 31, 2010
Operating income (loss)
Profit sharing	$ (8,072,000)	$ (15,203,000)
Operating income	119,816,000	205,326,000
Assets
Cash and equivalents	357,809,000	160,810,000	390,761,000	186,513,000
Investments in short-term commercial paper	64,982,000		84,830,000
Income taxes receivable	2,833,000		16,722,000
Deferred income taxes	26,089,000		25,341,000
Property, plant and equipment, net	2,199,509,000		2,193,745,000
Other	131,543,000		134,264,000
Total assets	6,043,627,000	5,827,605,000	5,979,226,000
Liabilities
Accounts payable	472,257,000		420,824,000
Income taxes payable	14,383,000		10,880,000
Deferred income taxes	500,642,000		489,915,000
Liabilities	3,637,142,000	3,599,911,000
Other
Operating income (loss)
Corporate SG and A	(7,600,000)	(9,300,000)
Company-wide stock option expense	(3,700,000)	(3,700,000)
Profit sharing	(6,500,000)	(13,300,000)
Other, net	900,000	2,000,000
Operating income	(16,862,000)	(24,256,000)
Assets
Cash and equivalents	278,200,000	149,900,000
Investments in short-term commercial paper	65,000,000	6,300,000
Income taxes receivable	2,800,000
Deferred income taxes	26,100,000	21,000,000
Property, plant and equipment, net	84,600,000	69,000,000
Debt issuance costs, net	24,000,000	22,900,000
Intra-company debt	149,600,000	147,400,000
Other	82,400,000	88,500,000
Total assets	712,673,000	504,989,000
Liabilities
Accounts payable	29,200,000	41,700,000
Income taxes payable	14,600,000	19,600,000
Accrued interest	54,500,000	61,800,000
Accrued profit sharing	6,600,000	13,600,000
Debt	2,333,600,000	2,341,000,000
Deferred income taxes	213,100,000	228,200,000
Other liabilities	80,800,000	66,900,000
Liabilities	$ 2,732,432,000	$ 2,772,754,000

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Fair Value Measurements (Tables)

3 Months Ended

Mar. 31, 2012

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)
March 31, 2012
Investment in short-term commercial paper	$	64,982	$	—	$	64,982	$	—
Commodity options — financial assets	37		—		37		—
Commodity futures — financial assets	3,046		—		3,046		—
Commodity futures — financial liabilities	2,299		—		2,299		—
December 31, 2011
Investment in short-term commercial paper	84,830		—		84,830		—
Commodity futures — financial assets	3,159		—		3,159		—
Commodity futures — financial liabilities	4,378		—		4,378		—

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Segment Information (Details 3) (USD $)	3 Months Ended
	Mar. 31, 2012	Mar. 31, 2011	Dec. 31, 2011
Operating income (loss)
Gross profit reduction from intra-company sales	$ 201,264,000	$ 295,754,000
Assets elimination
Elimination of intra-company receivables	789,174,000		722,791,000
Other	131,543,000		134,264,000
Total assets	6,043,627,000	5,827,605,000	5,979,226,000
Liabilities elimination
Elimination of intra-company payables	472,257,000		420,824,000
Liabilities	3,637,142,000	3,599,911,000
Eliminations
Operating income (loss)
Gross profit reduction from intra-company sales	(2,100,000)	(20,000)
Assets elimination
Elimination of intra-company receivables	(27,900,000)	(42,000,000)
Elimination of intra-company debt	(149,600,000)	(147,400,000)
Other	(10,900,000)	(10,900,000)
Total assets	(188,429,000)	(200,289,000)
Liabilities elimination
Elimination of intra-company payables	(27,900,000)	(42,000,000)
Elimination of intra-company debt	(149,600,000)	(147,400,000)
Other liabilities	(1,100,000)	(600,000)
Liabilities	$ (178,607,000)	$ (190,018,000)

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Condensed Consolidating Information (Tables)

3 Months Ended

Mar. 31, 2012

Condensed Consolidating Information

Schedule of Condensed Consolidating Balance Sheets

						Combined			Consolidating			Total
As of March 31, 2012	Parent			Guarantors		Non-Guarantors			Adjustments			Consolidated
Cash and equivalents	$	273,952		$	67,989	$	15,868		$	—		$	357,809
Investments in short-term commercial paper	64,982			—		—			—			64,982
Accounts receivable, net	314,044			801,967		11,469			(338,306		)	789,174
Inventories	695,432			508,592		71,260			(4,343		)	1,270,941
Other current assets	53,772			6,271		1,944			(18,036		)	43,951
Total current assets	1,402,182			1,384,819		100,541			(360,685		)	2,526,857
Property, plant and equiment, net	1,043,186			663,035		496,065			(2,777		)	2,199,509
Intangible assets, net	—			442,277		—			—			442,277
Goodwill	—			743,441		—			—			743,441
Other assets, including investments in subs	2,788,045			32,191		9,555			(2,698,248		)	131,543
Total assets	$	5,233,413		$	3,265,763	$	606,161		$	(3,061,710	)	$	6,043,627
Accounts payable	$	158,774		$	314,741	$	22,117		$	(23,375	)	$	472,257
Accrued expenses	139,704			93,131		9,156			(32,013		)	209,978
Current maturities of long-term debt	434,489			300		42,072			(37,228		)	439,633
Total current liabilities	732,967			408,172		73,345			(92,616		)	1,121,868
Long-term debt	1,901,644			—		178,345			(147,970		)	1,932,019
Other liabilities	252,578			2,124,643		38,110			(1,832,076		)	583,255
Redeemable noncontrolling interest	—			—		73,924			—			73,924
Common stock	636			33,896		18,121			(52,017		)	636
Treasury stock	(721,024		)	—		—			—			(721,024		)
Additional paid-in-capital	1,031,043			117,737		368,598			(486,335		)	1,031,043
Retained earnings (deficit)	2,035,569			581,315		(130,619		)	(450,696		)	2,035,569
Total Steel Dynamics, Inc. equity	2,346,224			732,948		256,100			(989,048		)	2,346,224
Noncontrolling interests	—			—		(13,663		)	—			(13,663		)
Total equity	2,346,224			732,948		242,437			(989,048		)	2,332,561
Total liabilities and equity	$	5,233,413		$	3,265,763	$	606,161		$	(3,061,710	)	$	6,043,627

						Combined			Consolidating			Total
As of December 31, 2011	Parent			Guarantors		Non-Guarantors			Adjustments			Consolidated
Cash and equivalents	$	301,073		$	58,699	$	30,989		$	—		$	390,761
Investments in short-term commercial paper	84,830			—		—			—			84,830
Accounts receivable, net	319,995			726,192		8,971			(332,367		)	722,791
Inventories	584,079			533,022		85,046			(2,563		)	1,199,584
Other current assets	83,116			4,119		2,304			(32,247		)	57,292
Total current assets	1,373,093			1,322,032		127,310			(367,177		)	2,455,258
Property, plant and equiment, net	1,059,011			660,048		477,514			(2,828		)	2,193,745
Intangible assets, net	—			450,893		—			—			450,893
Goodwill	—			745,066		—			—			745,066
Other assets, including investments in subs	2,791,718			33,507		9,853			(2,700,814		)	134,264
Total assets	$	5,223,822		$	3,211,546	$	614,677		$	(3,070,819	)	$	5,979,226
Accounts payable	$	155,220		$	273,049	$	23,195		$	(30,640	)	$	420,824
Accrued expenses	157,868			98,498		10,012			(30,863		)	235,515
Current maturities of long-term debt	439,199			300		53,551			(48,972		)	444,078
Total current liabilities	752,287			371,847		86,758			(110,475		)	1,100,417
Long-term debt	1,905,199			—		169,797			(138,974		)	1,936,022
Other liabilities	250,395			2,132,778		51,625			(1,862,605		)	572,193
Redeemable noncontrolling interest	—			—		70,694			—			70,694
Common stock	636			33,896		18,121			(52,017		)	636
Treasury stock	(722,653		)	—		—			—			(722,653		)
Additional paid-in-capital	1,026,157			117,737		347,151			(464,888		)	1,026,157
Retained earnings (deficit)	2,011,801			555,288		(113,428		)	(441,860		)	2,011,801
Total Steel Dynamics, Inc. equity	2,315,941			706,921		251,844			(958,765		)	2,315,941
Noncontrolling interests	—			—		(16,041		)	—			(16,041		)
Total equity	2,315,941			706,921		235,803			(958,765		)	2,299,900
Total liabilities and equity	$	5,223,822		$	3,211,546	$	614,677		$	(3,070,819	)	$	5,979,226

Schedule of Condensed Consolidating Statements of Operations

For the three months ended,							Combined			Consolidating			Total
March 31, 2012	Parent			Guarantors			Non-Guarantors			Adjustments			Consolidated
Net sales	$	913,193		$	2,308,156		$	46,835		$	(1,286,144	)	$	1,982,040
Costs of goods sold	785,567			2,198,898			63,894			(1,267,583		)	1,780,776
Gross profit (loss)	127,626			109,258			(17,059		)	(18,561		)	201,264
Selling, general and administrative	27,566			54,555			2,459			(3,132		)	81,448
Operating income (loss)	100,060			54,703			(19,518		)	(15,429		)	119,816
Interest expense, net of capitalized interest	27,217			13,606			1,710			(1,421		)	41,112
Other (income) expense, net	10,769			(1,064		)	(877		)	1,420			10,248
Income (loss) before income taxes and equity in net income of subsidiaries	62,074			42,161			(20,351		)	(15,428		)	68,456
Income taxes (benefit)	15,870			16,134			353			(5,678		)	26,679
	46,204			26,027			(20,704		)	(9,750		)	41,777
Equity in net loss of subsidiaries	(4,427		)	—			—			4,427			—
Net loss attributable to noncontrolling interests	—			—			3,898			—			3,898
Net income (loss) attributable to Steel Dynamics, Inc.	$	41,777		$	26,027		$	(16,806	)	$	(5,323	)	$	45,675

For the three months ended,							Combined			Consolidating			Total
March 31, 2011	Parent			Guarantors			Non-Guarantors			Adjustments			Consolidated
Net sales	$	912,817		$	2,301,547		$	47,522		$	(1,245,917	)	$	2,015,969
Costs of goods sold	729,541			2,165,378			57,595			(1,232,299		)	1,720,215
Gross profit	183,276			136,169			(10,073		)	(13,618		)	295,754
Selling, general and administrative	36,664			55,893			2,122			(4,251		)	90,428
Operating income	146,612			80,276			(12,195		)	(9,367		)	205,326
Interest expense, net of capitalized interest	25,696			17,262			2,314			(1,926		)	43,346
Other (income) expense, net	(3,179		)	(2,675		)	(718		)	2,005			(4,567		)
Income before income taxes and equity in net income of subsidiaries	124,095			65,689			(13,791		)	(9,446		)	166,547
Income taxes	40,929			24,904			43			(3,559		)	62,317
	83,166			40,785			(13,834		)	(5,887		)	104,230
Equity in net loss of subsidiaries	22,737			—			—			(22,737		)	—
Net loss attributable to noncontrolling interests	—			—			1,673			—			1,673
Net income attributable to Steel Dynamics, Inc.	$	105,903		$	40,785		$	(12,161	)	$	(28,624	)	$	105,903

Schedule of Condensed Consolidating Statements of Cash Flows

For the three months ended,							Combined			Consolidating			Total
March 31, 2012	Parent			Guarantors			Non-Guarantors			Adjustments			Consolidated
Net cash provided by (used in) operating activities	$	(31,015	)	$	58,900		$	(7,596	)	$	1,132		$	21,421
Net cash used in investing activities	(3,436		)	(40,889		)	(21,708		)	18,614			(47,419		)
Net cash provided by (used in) financing activities	7,330			(8,721		)	14,183			(19,746		)	(6,954		)
Increase (decrease) in cash and equivalents	(27,121		)	9,290			(15,121		)	—			(32,952		)
Cash and equivalents at beginning of period	301,073			58,699			30,989			—			390,761
Cash and equivalents at end of period	$	273,952		$	67,989		$	15,868		$	—		$	357,809

For the three months ended,							Combined			Consolidating		Total
March 31, 2011	Parent			Guarantors			Non-Guarantors			Adjustments		Consolidated
Net cash provided by (used in) operating activities	$	53,444		$	(39,355	)	$	(10,152	)	$	—	$	3,937
Net cash used in investing activities	(5,843		)	(10,554		)	(3,439		)	—		(19,836		)
Net cash provided by (used in) financing activities	(73,412		)	48,257			15,351			—		(9,804		)
Increase (decrease) in cash and equivalents	(25,811		)	(1,652		)	1,760			—		(25,703		)
Cash and equivalents at beginning of period	173,563			10,628			2,322			—		186,513
Cash and equivalents at end of period	$	147,752		$	8,976		$	4,082		$	—	$	160,810

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Earnings Per Share

3 Months Ended

Mar. 31, 2012

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 3.9 million and 1.2 million shares were anti-dilutive at March 31, 2012 and 2011, 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 March,
	2012					2011
	Net Income (Numerator)		Shares (Denominator)	Per Share Amount		Net Income (Numerator)		Shares (Denominator)	Per Share Amount
Basic earnings per share	$	45,675	218,996	$	.21	$	105,903	217,992	$	.49
Dilutive stock option effect	—		1,148			—		1,850
5.125% convertible senior notes, net of tax	2,358		16,382			2,358		16,382
Diluted earnings per share	$	48,033	236,526	$	.20	$	108,261	236,224	$	.46

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CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $)	Mar. 31, 2012	Dec. 31, 2011	Mar. 31, 2012 6 3/4% senior notes, due 2015	Dec. 31, 2011 6 3/4% senior notes, due 2015	Mar. 31, 2012 7 3/4% senior notes, due 2016	Dec. 31, 2011 7 3/4% senior notes, due 2016	Mar. 31, 2012 7 5/8% senior notes, due 2020	Dec. 31, 2011 7 5/8% senior notes, due 2020
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)	255,171,906	255,052,811
Common stock voting, shares outstanding (in shares)	219,074,339	218,873,720
Treasury stock, shares (in shares)	36,097,567	36,179,091
Long-term debt
Note stated interest rate (as a percent)			6.75%	6.75%	7.75%	7.75%	7.625%	7.625%

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Description of the Business and Significant Accounting Policies (Tables)

3 Months Ended

Mar. 31, 2012

Description of the Business and Significant Accounting Policies

Schedule of allocation of goodwill to reporting units

	March 31,		December 31,
	2012		2011
OmniSource — Metals Recycling/Ferrous Resources Segment	$	569,692	$	571,317
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
	$	743,441	$	745,066

XML

Document and Entity Information	3 Months Ended
	Mar. 31, 2012	Apr. 30, 2012
Document and Entity Information
Entity Registrant Name	STEEL DYNAMICS INC
Entity Central Index Key	0001022671
Document Type	10-Q
Document Period End Date	Mar. 31, 2012
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		219,084,717
Document Fiscal Year Focus	2012
Document Fiscal Period Focus	Q1

XML

Earnings Per Share (Tables)

3 Months Ended

Mar. 31, 2012

Earnings Per Share

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

	Three Months Ended March,
	2012					2011
	Net Income (Numerator)		Shares (Denominator)	Per Share Amount		Net Income (Numerator)		Shares (Denominator)	Per Share Amount
Basic earnings per share	$	45,675	218,996	$	.21	$	105,903	217,992	$	.49
Dilutive stock option effect	—		1,148			—		1,850
5.125% convertible senior notes, net of tax	2,358		16,382			2,358		16,382
Diluted earnings per share	$	48,033	236,526	$	.20	$	108,261	236,224	$	.46

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CONSOLIDATED STATEMENTS OF INCOME (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended
	Mar. 31, 2012	Mar. 31, 2011
Net sales
Unrelated parties	$ 1,905,075	$ 1,941,664
Related parties	76,965	74,305
Total net sales	1,982,040	2,015,969
Costs of goods sold	1,780,776	1,720,215
Gross profit	201,264	295,754
Selling, general and administrative expenses	64,384	65,141
Profit sharing	8,072	15,203
Amortization of intangibles	8,992	10,084
Total selling, general and administrative expenses	81,448	90,428
Operating income	119,816	205,326
Interest expense, net of capitalized interest	41,112	43,346
Other expense (income), net	10,248	(4,567)
Income before income taxes	68,456	166,547
Income taxes	26,679	62,317
Net income	41,777	104,230
Net loss attributable to noncontrolling interests	3,898	1,673
Net income attributable to Steel Dynamics, Inc.	$ 45,675	$ 105,903
Basic earnings per share attributable to Steel Dynamics, Inc. stockholders (in dollars per share)	$ 0.21	$ 0.49
Weighted average common shares outstanding (in shares)	218,996	217,992
Diluted earnings per share attributable to Steel Dynamics, Inc. stockholders, including the effect of assumed conversions when dilutive (in dollars per share)	$ 0.20	$ 0.46
Weighted average common shares and share equivalents outstanding (in shares)	236,526	236,224
Dividends declared per share (in dollars per share)	$ 0.100	$ 0.100

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Fair Value Measurements

3 Months Ended

Mar. 31, 2012

Fair Value Measurements

Fair Value Measurements

Note 7.  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 March 31, 2012, and December 31, 2011 (in thousands):

	Total		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
March 31, 2012
Investment in short-term commercial paper	$	64,982	$	—	$	64,982	$	—
Commodity options — financial assets	37		—		37		—
Commodity futures — financial assets	3,046		—		3,046		—
Commodity futures — financial liabilities	2,299		—		2,299		—
December 31, 2011
Investment in short-term commercial paper	84,830		—		84,830		—
Commodity futures — financial assets	3,159		—		3,159		—
Commodity futures — financial liabilities	4,378		—		4,378		—

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 short-term commercial paper and commodity futures and options 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, as determined by quoted market prices, was approximately $2.5 billion (with a corresponding carrying amount in the consolidated balance sheet of $2.4 billion) at both March 31, 2012 and December 31, 2011.

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Derivative Financial Instruments

3 Months Ended

Mar. 31, 2012

Derivative Financial Instruments

Derivative Financial Instruments

Note 6.  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 and option 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 may be entered into to manage interest rate risk associated with the company’s fixed and floating-rate borrowings. Forward exchange contracts on various foreign currencies may be entered into to manage 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 option and futures contract commitments as of March 31, 2012 (MT represents metric tons and Lbs represents pounds):

Commodity Options — nickel 60 MT

Commodity Futures	Long/Short	Total
Aluminum	Long	8,400	MT
Aluminum	Short	5,225	MT
Copper	Long	4,559	MT
Copper	Short	11,215	MT
Nickel	Long	132	MT
Nickel	Short	192	MT
Silver	Short	686	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 March 31, 2012, and December 31, 2011, and for the three-month periods ended March 31, 2012 and 2011 (in thousands):

		Fair Value
Balance Sheets		March 31, 2012		December 31, 2011
Commodity futures and options — net asset	Other current assets	$	784	$	—
Commodity futures — net liability	Accrued expenses	—		1,219

		Gain (Loss) for Three Months Ended
Statements of Income		March 31, 2012			March 31, 2011
Commodity futures	Costs of goods sold	$	(3,618	)	$	2,923

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Segment Information (Tables)

3 Months Ended

Mar. 31, 2012

Segment Information

Schedule of operating segment results

For the three months ended			Metals Recycling/			Steel Fabrication
March 31, 2012	Steel Operations		Ferrous Resources			Operations			Other			Eliminations			Consolidated
Net Sales
External	$	1,135,912	$	634,134		$	74,892		$	20,732		$	—		$	1,865,670
External Non-U.S.	50,808		65,466			—			96			—			116,370
Other segments	47,759		411,520			4			3,262			(462,545		)	—
	1,234,479		1,111,120			74,896			24,090			(462,545		)	1,982,040
Operating income (loss)	137,308		4,163			(2,668		)	(16,862		)(1)	(2,125		)(2)	119,816
Income (loss) before income taxes	119,078		(4,273		)	(4,184		)	(40,040		)	(2,125		)	68,456
Depreciation and amortization	26,084		26,074			1,848			1,617			(51		)	55,572
Capital expenditures	5,948		37,906			1,168			533			—			45,555
As of March 31, 2012
Assets	2,677,623		2,610,476			231,284			712,673		(3)	(188,429		)(4)	6,043,627
Liabilities	494,177		574,598			14,542			2,732,432		(5)	(178,607		)(6)	3,637,142

Footnotes related to the three months ended March 31, 2012 segment results (in millions):

(1)	Corporate SG&A	$	(7.6	)
	Company-wide stock option expense	(3.7		)
	Profit sharing	(6.5		)
	Other, net	0.9
		$	(16.9	)

(2) Gross profit reduction from intra-company sales $ (2.1 )

(3)	Cash and equivalents	$	278.2
	Investments in short-term commercial paper	65.0
	Income taxes receivable	2.8
	Deferred income taxes	26.1
	Property, plant and equipment, net	84.6
	Debt issuance costs, net	24.0
	Intra-company debt	149.6
	Other	82.4
		$	712.7

(4)	Elimination of intra-company receivables	$	(27.9	)
	Elimination of intra-company debt	(149.6		)
	Other	(10.9		)
		$	(188.4	)

(5)	Accounts payable	$	29.2
	Income taxes payable	14.6
	Accrued interest	54.5
	Accrued profit sharing	6.6
	Debt	2,333.6
	Deferred income taxes	213.1
	Other	80.8
		$	2,732.4

(6)	Elimination of intra-company payables	$	(27.9	)
	Elimination of intra-company debt	(149.6		)
	Other	(1.1		)
		$	(178.6	)

For the three months ended			Metals Recycling/		Steel Fabrication
March 31, 2011	Steel Operations		Ferrous Resources		Operations			Other			Eliminations			Consolidated
Net Sales
External	$	1,146,489	$	672,341	$	52,079		$	25,524		$	—		$	1,896,433
External Non-U.S.	48,575		70,824		—			137			—			119,536
Other segments	51,946		365,250		573			2,471			(420,240		)	—
	1,247,010		1,108,415		52,652			28,132			(420,240		)	2,015,969
Operating income (loss)	192,955		39,490		(2,883		)	(24,256		)(1)	20		(2)	205,326
Income (loss) before income taxes	172,709		29,084		(4,445		)	(30,742		)	(59		)	166,547
Depreciation and amortization	27,193		24,914		1,502			1,188			(51		)	54,746
Capital expenditures	7,279		10,251		532			631			—			18,693
As of March 31, 2011
Assets (7)	2,731,625		2,582,048		209,232			504,989		(3)	(200,289		)(4)	5,827,605
Liabilities (7)	456,170		544,225		16,780			2,772,754		(5)	(190,018		)(6)	3,599,911

Footnotes related to March 31, 2011 segment results (in millions):

(1)	Corporate SG&A	$	(9.3	)
	Company-wide stock option expense	(3.7		)
	Profit sharing	(13.3		)
	Other, net	2.0
		$	(24.3	)

(2) Gross profit reduction from intra-company sales $ (0.02 )

(3)	Cash and equivalents	$	149.9
	Income taxes receivable	6.3
	Deferred income taxes	21.0
	Property, plant and equipment, net	69.0
	Debt issuance costs, net	22.9
	Intra-company debt	147.4
	Other	88.5
		$	505.0

(4)	Elimination of intra-company receivables	$	(42.0	)
	Elimination of intra-company debt	(147.4		)
	Other	(10.9		)
		$	(200.3	)

(5)	Accounts payable	$	41.7
	Income taxes payable	19.6
	Accrued interest	61.8
	Accrued profit sharing	13.6
	Debt	2,341.0
	Deferred income taxes	228.2
	Other	66.9
		$	2,772.8

(6)	Elimination of intra-company payables	$	(42.0	)
	Elimination of intra-company debt	(147.4		)
	Other	(0.6		)
		$	(190.0	)

(7)  Certain segment deferred tax asset and liability accounts have been reclassified at March 31, 2011, to conform to the March 31, 2012 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.

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Inventories (Tables)

3 Months Ended

Mar. 31, 2012

Inventories

Schedule of inventories

	March 31,		December 31,
	2012		2011
Raw materials	$	644,142	$	609,150
Supplies	258,061		251,716
Work-in-progress	106,110		106,609
Finished goods	262,628		232,109
Total inventories	$	1,270,941	$	1,199,584

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Condensed Consolidating Information

3 Months Ended

Mar. 31, 2012

Condensed Consolidating Information

Condensed Consolidating Information

Note 10.  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, 2011.

Condensed Consolidating Balance Sheets (in thousands)

						Combined			Consolidating			Total
As of March 31, 2012	Parent			Guarantors		Non-Guarantors			Adjustments			Consolidated
Cash and equivalents	$	273,952		$	67,989	$	15,868		$	—		$	357,809
Investments in short-term commercial paper	64,982			—		—			—			64,982
Accounts receivable, net	314,044			801,967		11,469			(338,306		)	789,174
Inventories	695,432			508,592		71,260			(4,343		)	1,270,941
Other current assets	53,772			6,271		1,944			(18,036		)	43,951
Total current assets	1,402,182			1,384,819		100,541			(360,685		)	2,526,857
Property, plant and equiment, net	1,043,186			663,035		496,065			(2,777		)	2,199,509
Intangible assets, net	—			442,277		—			—			442,277
Goodwill	—			743,441		—			—			743,441
Other assets, including investments in subs	2,788,045			32,191		9,555			(2,698,248		)	131,543
Total assets	$	5,233,413		$	3,265,763	$	606,161		$	(3,061,710	)	$	6,043,627
Accounts payable	$	158,774		$	314,741	$	22,117		$	(23,375	)	$	472,257
Accrued expenses	139,704			93,131		9,156			(32,013		)	209,978
Current maturities of long-term debt	434,489			300		42,072			(37,228		)	439,633
Total current liabilities	732,967			408,172		73,345			(92,616		)	1,121,868
Long-term debt	1,901,644			—		178,345			(147,970		)	1,932,019
Other liabilities	252,578			2,124,643		38,110			(1,832,076		)	583,255
Redeemable noncontrolling interest	—			—		73,924			—			73,924
Common stock	636			33,896		18,121			(52,017		)	636
Treasury stock	(721,024		)	—		—			—			(721,024		)
Additional paid-in-capital	1,031,043			117,737		368,598			(486,335		)	1,031,043
Retained earnings (deficit)	2,035,569			581,315		(130,619		)	(450,696		)	2,035,569
Total Steel Dynamics, Inc. equity	2,346,224			732,948		256,100			(989,048		)	2,346,224
Noncontrolling interests	—			—		(13,663		)	—			(13,663		)
Total equity	2,346,224			732,948		242,437			(989,048		)	2,332,561
Total liabilities and equity	$	5,233,413		$	3,265,763	$	606,161		$	(3,061,710	)	$	6,043,627

						Combined			Consolidating			Total
As of December 31, 2011	Parent			Guarantors		Non-Guarantors			Adjustments			Consolidated
Cash and equivalents	$	301,073		$	58,699	$	30,989		$	—		$	390,761
Investments in short-term commercial paper	84,830			—		—			—			84,830
Accounts receivable, net	319,995			726,192		8,971			(332,367		)	722,791
Inventories	584,079			533,022		85,046			(2,563		)	1,199,584
Other current assets	83,116			4,119		2,304			(32,247		)	57,292
Total current assets	1,373,093			1,322,032		127,310			(367,177		)	2,455,258
Property, plant and equiment, net	1,059,011			660,048		477,514			(2,828		)	2,193,745
Intangible assets, net	—			450,893		—			—			450,893
Goodwill	—			745,066		—			—			745,066
Other assets, including investments in subs	2,791,718			33,507		9,853			(2,700,814		)	134,264
Total assets	$	5,223,822		$	3,211,546	$	614,677		$	(3,070,819	)	$	5,979,226
Accounts payable	$	155,220		$	273,049	$	23,195		$	(30,640	)	$	420,824
Accrued expenses	157,868			98,498		10,012			(30,863		)	235,515
Current maturities of long-term debt	439,199			300		53,551			(48,972		)	444,078
Total current liabilities	752,287			371,847		86,758			(110,475		)	1,100,417
Long-term debt	1,905,199			—		169,797			(138,974		)	1,936,022
Other liabilities	250,395			2,132,778		51,625			(1,862,605		)	572,193
Redeemable noncontrolling interest	—			—		70,694			—			70,694
Common stock	636			33,896		18,121			(52,017		)	636
Treasury stock	(722,653		)	—		—			—			(722,653		)
Additional paid-in-capital	1,026,157			117,737		347,151			(464,888		)	1,026,157
Retained earnings (deficit)	2,011,801			555,288		(113,428		)	(441,860		)	2,011,801
Total Steel Dynamics, Inc. equity	2,315,941			706,921		251,844			(958,765		)	2,315,941
Noncontrolling interests	—			—		(16,041		)	—			(16,041		)
Total equity	2,315,941			706,921		235,803			(958,765		)	2,299,900
Total liabilities and equity	$	5,223,822		$	3,211,546	$	614,677		$	(3,070,819	)	$	5,979,226

Condensed Consolidating Statements of Operations (in thousands)

For the three months ended,							Combined			Consolidating			Total
March 31, 2012	Parent			Guarantors			Non-Guarantors			Adjustments			Consolidated
Net sales	$	913,193		$	2,308,156		$	46,835		$	(1,286,144	)	$	1,982,040
Costs of goods sold	785,567			2,198,898			63,894			(1,267,583		)	1,780,776
Gross profit (loss)	127,626			109,258			(17,059		)	(18,561		)	201,264
Selling, general and administrative	27,566			54,555			2,459			(3,132		)	81,448
Operating income (loss)	100,060			54,703			(19,518		)	(15,429		)	119,816
Interest expense, net of capitalized interest	27,217			13,606			1,710			(1,421		)	41,112
Other (income) expense, net	10,769			(1,064		)	(877		)	1,420			10,248
Income (loss) before income taxes and equity in net income of subsidiaries	62,074			42,161			(20,351		)	(15,428		)	68,456
Income taxes (benefit)	15,870			16,134			353			(5,678		)	26,679
	46,204			26,027			(20,704		)	(9,750		)	41,777
Equity in net loss of subsidiaries	(4,427		)	—			—			4,427			—
Net loss attributable to noncontrolling interests	—			—			3,898			—			3,898
Net income (loss) attributable to Steel Dynamics, Inc.	$	41,777		$	26,027		$	(16,806	)	$	(5,323	)	$	45,675

For the three months ended,							Combined			Consolidating			Total
March 31, 2011	Parent			Guarantors			Non-Guarantors			Adjustments			Consolidated
Net sales	$	912,817		$	2,301,547		$	47,522		$	(1,245,917	)	$	2,015,969
Costs of goods sold	729,541			2,165,378			57,595			(1,232,299		)	1,720,215
Gross profit	183,276			136,169			(10,073		)	(13,618		)	295,754
Selling, general and administrative	36,664			55,893			2,122			(4,251		)	90,428
Operating income	146,612			80,276			(12,195		)	(9,367		)	205,326
Interest expense, net of capitalized interest	25,696			17,262			2,314			(1,926		)	43,346
Other (income) expense, net	(3,179		)	(2,675		)	(718		)	2,005			(4,567		)
Income before income taxes and equity in net income of subsidiaries	124,095			65,689			(13,791		)	(9,446		)	166,547
Income taxes	40,929			24,904			43			(3,559		)	62,317
	83,166			40,785			(13,834		)	(5,887		)	104,230
Equity in net loss of subsidiaries	22,737			—			—			(22,737		)	—
Net loss attributable to noncontrolling interests	—			—			1,673			—			1,673
Net income attributable to Steel Dynamics, Inc.	$	105,903		$	40,785		$	(12,161	)	$	(28,624	)	$	105,903

Condensed Consolidating Statements of Cash Flows (in thousands)

For the three months ended,							Combined			Consolidating			Total
March 31, 2012	Parent			Guarantors			Non-Guarantors			Adjustments			Consolidated
Net cash provided by (used in) operating activities	$	(31,015	)	$	58,900		$	(7,596	)	$	1,132		$	21,421
Net cash used in investing activities	(3,436		)	(40,889		)	(21,708		)	18,614			(47,419		)
Net cash provided by (used in) financing activities	7,330			(8,721		)	14,183			(19,746		)	(6,954		)
Increase (decrease) in cash and equivalents	(27,121		)	9,290			(15,121		)	—			(32,952		)
Cash and equivalents at beginning of period	301,073			58,699			30,989			—			390,761
Cash and equivalents at end of period	$	273,952		$	67,989		$	15,868		$	—		$	357,809

For the three months ended,							Combined			Consolidating		Total
March 31, 2011	Parent			Guarantors			Non-Guarantors			Adjustments		Consolidated
Net cash provided by (used in) operating activities	$	53,444		$	(39,355	)	$	(10,152	)	$	—	$	3,937
Net cash used in investing activities	(5,843		)	(10,554		)	(3,439		)	—		(19,836		)
Net cash provided by (used in) financing activities	(73,412		)	48,257			15,351			—		(9,804		)
Increase (decrease) in cash and equivalents	(25,811		)	(1,652		)	1,760			—		(25,703		)
Cash and equivalents at beginning of period	173,563			10,628			2,322			—		186,513
Cash and equivalents at end of period	$	147,752		$	8,976		$	4,082		$	—	$	160,810

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Commitments and Contingencies

3 Months Ended

Mar. 31, 2012

Commitments and Contingencies

Commitments and Contingencies

Note 8.  Commitments and Contingencies

The company is involved, along with eight other steel manufacturing companies, in a class action antitrust complaint filed in federal court in Chicago, Illinois that alleges a conspiracy 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. 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 and transferred to the federal court in Chicago. 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 related primarily to class certification matters. Due to the uncertain nature of litigation, the company cannot presently determine the ultimate outcome of this litigation. However, the company believes that, based on the information available to us at this time, 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 the company’s 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, the company may in the future determine that a loss accrual is necessary. Although the company may make loss accruals, if and as warranted, any amounts that the company may accrue from time to time could vary significantly from the amounts the company actually pays, due to the inherent uncertainties and shortcomings of the estimation process, the uncertainties involved in litigation and other factors. Additionally, under such circumstances an adverse result could have a material effect on the company’s financial condition, results of operations and liquidity.

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Segment Information

3 Months Ended

Mar. 31, 2012

Segment Information

Segment Information

Note 9.  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, 2011, for more information related to the company’s segment reporting.  The company’s segment results for the three-month periods ended March 31, 2012 and 2011 are as follows (in thousands):

For the three months ended			Metals Recycling/			Steel Fabrication
March 31, 2012	Steel Operations		Ferrous Resources			Operations			Other			Eliminations			Consolidated
Net Sales
External	$	1,135,912	$	634,134		$	74,892		$	20,732		$	—		$	1,865,670
External Non-U.S.	50,808		65,466			—			96			—			116,370
Other segments	47,759		411,520			4			3,262			(462,545		)	—
	1,234,479		1,111,120			74,896			24,090			(462,545		)	1,982,040
Operating income (loss)	137,308		4,163			(2,668		)	(16,862		)(1)	(2,125		)(2)	119,816
Income (loss) before income taxes	119,078		(4,273		)	(4,184		)	(40,040		)	(2,125		)	68,456
Depreciation and amortization	26,084		26,074			1,848			1,617			(51		)	55,572
Capital expenditures	5,948		37,906			1,168			533			—			45,555
As of March 31, 2012
Assets	2,677,623		2,610,476			231,284			712,673		(3)	(188,429		)(4)	6,043,627
Liabilities	494,177		574,598			14,542			2,732,432		(5)	(178,607		)(6)	3,637,142

Footnotes related to the three months ended March 31, 2012 segment results (in millions):

(1)	Corporate SG&A	$	(7.6	)
	Company-wide stock option expense	(3.7		)
	Profit sharing	(6.5		)
	Other, net	0.9
		$	(16.9	)

(2) Gross profit reduction from intra-company sales $ (2.1 )

(3)	Cash and equivalents	$	278.2
	Investments in short-term commercial paper	65.0
	Income taxes receivable	2.8
	Deferred income taxes	26.1
	Property, plant and equipment, net	84.6
	Debt issuance costs, net	24.0
	Intra-company debt	149.6
	Other	82.4
		$	712.7

(4)	Elimination of intra-company receivables	$	(27.9	)
	Elimination of intra-company debt	(149.6		)
	Other	(10.9		)
		$	(188.4	)

(5)	Accounts payable	$	29.2
	Income taxes payable	14.6
	Accrued interest	54.5
	Accrued profit sharing	6.6
	Debt	2,333.6
	Deferred income taxes	213.1
	Other	80.8
		$	2,732.4

(6)	Elimination of intra-company payables	$	(27.9	)
	Elimination of intra-company debt	(149.6		)
	Other	(1.1		)
		$	(178.6	)

For the three months ended			Metals Recycling/		Steel Fabrication
March 31, 2011	Steel Operations		Ferrous Resources		Operations			Other			Eliminations			Consolidated
Net Sales
External	$	1,146,489	$	672,341	$	52,079		$	25,524		$	—		$	1,896,433
External Non-U.S.	48,575		70,824		—			137			—			119,536
Other segments	51,946		365,250		573			2,471			(420,240		)	—
	1,247,010		1,108,415		52,652			28,132			(420,240		)	2,015,969
Operating income (loss)	192,955		39,490		(2,883		)	(24,256		)(1)	20		(2)	205,326
Income (loss) before income taxes	172,709		29,084		(4,445		)	(30,742		)	(59		)	166,547
Depreciation and amortization	27,193		24,914		1,502			1,188			(51		)	54,746
Capital expenditures	7,279		10,251		532			631			—			18,693
As of March 31, 2011
Assets (7)	2,731,625		2,582,048		209,232			504,989		(3)	(200,289		)(4)	5,827,605
Liabilities (7)	456,170		544,225		16,780			2,772,754		(5)	(190,018		)(6)	3,599,911

Footnotes related to March 31, 2011 segment results (in millions):

(1)	Corporate SG&A	$	(9.3	)
	Company-wide stock option expense	(3.7		)
	Profit sharing	(13.3		)
	Other, net	2.0
		$	(24.3	)

(2) Gross profit reduction from intra-company sales $ (0.02 )

(3)	Cash and equivalents	$	149.9
	Income taxes receivable	6.3
	Deferred income taxes	21.0
	Property, plant and equipment, net	69.0
	Debt issuance costs, net	22.9
	Intra-company debt	147.4
	Other	88.5
		$	505.0

(4)	Elimination of intra-company receivables	$	(42.0	)
	Elimination of intra-company debt	(147.4		)
	Other	(10.9		)
		$	(200.3	)

(5)	Accounts payable	$	41.7
	Income taxes payable	19.6
	Accrued interest	61.8
	Accrued profit sharing	13.6
	Debt	2,341.0
	Deferred income taxes	228.2
	Other	66.9
		$	2,772.8

(6)	Elimination of intra-company payables	$	(42.0	)
	Elimination of intra-company debt	(147.4		)
	Other	(0.6		)
		$	(190.0	)

(7)  Certain segment deferred tax asset and liability accounts have been reclassified at March 31, 2011, to conform to the March 31, 2012 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.

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Description of the Business and Significant Accounting Policies (Policies)

3 Months Ended

Mar. 31, 2012

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, 2011.

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Segment Information (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2012 Segment	Mar. 31, 2011	Dec. 31, 2011
Segment Information
Number of reporting segments	3
Segment Reporting Information
Net Sales, External	$ 1,865,670	$ 1,896,433
Net Sales, External Non-U.S.	116,370	119,536
Total net sales	1,982,040	2,015,969
Operating income (loss)	119,816	205,326
Income (loss) before income taxes	68,456	166,547
Depreciation and amortization	55,572	54,746
Capital expenditures	45,555	18,693
Assets	6,043,627	5,827,605	5,979,226
Liabilities	3,637,142	3,599,911
Steel Operations
Segment Reporting Information
Net Sales, External	1,135,912	1,146,489
Net Sales, External Non-U.S.	50,808	48,575
Net Sales, Other segments	47,759	51,946
Total net sales	1,234,479	1,247,010
Operating income (loss)	137,308	192,955
Income (loss) before income taxes	119,078	172,709
Depreciation and amortization	26,084	27,193
Capital expenditures	5,948	7,279
Assets	2,677,623	2,731,625
Liabilities	494,177	456,170
Metals Recycling and Ferrous Resources Operations
Segment Reporting Information
Net Sales, External	634,134	672,341
Net Sales, External Non-U.S.	65,466	70,824
Net Sales, Other segments	411,520	365,250
Total net sales	1,111,120	1,108,415
Operating income (loss)	4,163	39,490
Income (loss) before income taxes	(4,273)	29,084
Depreciation and amortization	26,074	24,914
Capital expenditures	37,906	10,251
Assets	2,610,476	2,582,048
Liabilities	574,598	544,225
Steel Fabrication Operations
Segment Reporting Information
Net Sales, External	74,892	52,079
Net Sales, Other segments	4	573
Total net sales	74,896	52,652
Operating income (loss)	(2,668)	(2,883)
Income (loss) before income taxes	(4,184)	(4,445)
Depreciation and amortization	1,848	1,502
Capital expenditures	1,168	532
Assets	231,284	209,232
Liabilities	14,542	16,780
Other
Segment Reporting Information
Net Sales, External	20,732	25,524
Net Sales, External Non-U.S.	96	137
Net Sales, Other segments	3,262	2,471
Total net sales	24,090	28,132
Operating income (loss)	(16,862)	(24,256)
Income (loss) before income taxes	(40,040)	(30,742)
Depreciation and amortization	1,617	1,188
Capital expenditures	533	631
Assets	712,673	504,989
Liabilities	2,732,432	2,772,754
Eliminations
Segment Reporting Information
Net Sales, Other segments	(462,545)	(420,240)
Total net sales	(462,545)	(420,240)
Operating income (loss)	(2,125)	20
Income (loss) before income taxes	(2,125)	(59)
Depreciation and amortization	(51)	(51)
Assets	(188,429)	(200,289)
Liabilities	$ (178,607)	$ (190,018)

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Derivative Financial Instruments (Tables)

3 Months Ended

Mar. 31, 2012

Derivative Financial Instruments

Commodity option and futures contract commitments for non monetary notional amount

Commodity Options — nickel 60 MT

Commodity Futures	Long/Short	Total
Aluminum	Long	8,400	MT
Aluminum	Short	5,225	MT
Copper	Long	4,559	MT
Copper	Short	11,215	MT
Nickel	Long	132	MT
Nickel	Short	192	MT
Silver	Short	686	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		March 31, 2012		December 31, 2011
Commodity futures and options — net asset	Other current assets	$	784	$	—
Commodity futures — net liability	Accrued expenses	—		1,219

		Gain (Loss) for Three Months Ended
Statements of Income		March 31, 2012			March 31, 2011
Commodity futures	Costs of goods sold	$	(3,618	)	$	2,923

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Description of the Business and Significant Accounting Policies (Details 2) (USD $)	3 Months Ended
	Mar. 31, 2012	Dec. 31, 2011
Goodwill
Goodwill	$ 743,441,000	$ 745,066,000
Omni Source
Goodwill
Goodwill	569,692,000	571,317,000
Goodwill decrease due to tax benefit related to the amortization of the component	1,600,000
The Techs - Steel Segment
Goodwill
Goodwill	142,783,000	142,783,000
Roanoke Bar Division - Steel Segment
Goodwill
Goodwill	29,041,000	29,041,000
New Millennium Building Systems
Goodwill
Goodwill	$ 1,925,000	$ 1,925,000

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CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2012	Mar. 31, 2011
Operating activities:
Net income	$ 41,777	$ 104,230
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	55,572	54,746
Equity-based compensation	6,123	3,710
Deferred income taxes	9,197	12,935
Gain on disposal of property, plant and equipment	(739)	(43)
Changes in certain assets and liabilities:
Accounts receivable	(60,820)	(261,748)
Inventories	(55,090)	(72,107)
Other assets	2,963	3,382
Accounts payable	34,902	94,175
Income taxes receivable/payable	17,392	45,439
Accrued expenses	(29,856)	19,218
Net cash provided by operating activities	21,421	3,937
Investing activities:
Purchases of property, plant and equipment	(45,555)	(18,693)
Other investing activities	(1,864)	(1,143)
Net cash used in investing activities	(47,419)	(19,836)
Financing activities:
Issuance of current and long-term debt	289,969	5,126
Repayment of current and long-term debt	(283,448)	(7,325)
Debt issuance costs	(2,191)
Proceeds from exercise of stock options, including related tax effect	1,097	8,296
Contributions from noncontrolling investors, net	9,506	417
Dividends paid	(21,887)	(16,318)
Net cash used in financing activities	(6,954)	(9,804)
Decrease in cash and equivalents	(32,952)	(25,703)
Cash and equivalents at beginning of period	390,761	186,513
Cash and equivalents at end of period	357,809	160,810
Supplemental disclosure information:
Cash paid for interest	18,753	15,110
Cash paid (received) for federal and state income taxes, net	$ (955)	$ 1,520

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Changes in Equity

3 Months Ended

Mar. 31, 2012

Changes in Equity

Changes in Equity

Note 5.  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, 2012	$	2,299,900		$	636	$	1,026,157	$	2,011,801		$	(722,653	)	$	(16,041	)
Proceeds from the exercise of stock options, including related tax effect	1,097			—		1,097		—			—			—
Dividends declared	(21,907		)	—		—		(21,907		)	—			—
Equity-based compensation and issuance of restricted stock	5,418			—		3,789		—			1,629			—
Contributions from noncontrolling investors	6,314			—		—		—			—			6,314
Distributions to noncontrolling investor	(38		)	—		—		—			—			(38		)
Net income (loss)	41,777			—		—		45,675			—			(3,898		)
Balances at March 31, 2012	$	2,332,561		$	636	$	1,031,043	$	2,035,569		$	(721,024	)	$	(13,663	)

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Earnings Per Share (Details) (USD $) In Thousands, except Share data, unless otherwise specified	3 Months Ended				3 Months Ended
	Mar. 31, 2012	Mar. 31, 2011	Mar. 31, 2012 5.125% convertible senior notes, due 2014	Dec. 31, 2011 5.125% convertible senior notes, due 2014	Mar. 31, 2012 Stock options	Mar. 31, 2011 Stock options
Antidilutive securities excluded from computation of earnings per share amount
Stated interest rate (as a percent)			5.125%	5.125%
Antidilutive securities excluded from computation of earnings per share amount (per shares)					3,900,000	1,200,000
Net Income (Numerator)
Basic earnings (loss) - net income (loss) (in dollars)	$ 45,675	$ 105,903
5.125% convertible senior notes, net of tax (in dollars)	2,358	2,358
Diluted earnings (loss) - net income (loss) (in dollars)	$ 48,033	$ 108,261
Shares (Denominator)
Weighted average common shares outstanding (in shares)	218,996,000	217,992,000
Dilutive stock option effect (in shares)	1,148,000	1,850,000
5.125% convertible senior notes, net of tax (in shares)	16,382,000	16,382,000
Weighted average common shares outstanding - diluted (in shares)	236,526,000	236,224,000
Per Share Amount
Basic earnings (loss) per share (in dollars per share)	$ 0.21	$ 0.49
Diluted earnings (loss) per share (in dollars per share)	$ 0.20	$ 0.46

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Condensed Consolidating Information (Details 2) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2012	Mar. 31, 2011
Condensed Consolidating Financial Statements
Net sales	$ 1,982,040	$ 2,015,969
Costs of goods sold	1,780,776	1,720,215
Gross profit (loss)	201,264	295,754
Selling, general and administrative	81,448	90,428
Operating income (loss)	119,816	205,326
Interest expense, net of capitalized interest	41,112	43,346
Other (income) expense, net	10,248	(4,567)
Income (loss) before income taxes and equity in net income of subsidiaries	68,456	166,547
Income taxes (benefit)	26,679	62,317
Net income (loss)	41,777	104,230
Net loss attributable to noncontrolling interests	3,898	1,673
Net income attributable to Steel Dynamics, Inc.	45,675	105,903
Parent
Condensed Consolidating Financial Statements
Net sales	913,193	912,817
Costs of goods sold	785,567	729,541
Gross profit (loss)	127,626	183,276
Selling, general and administrative	27,566	36,664
Operating income (loss)	100,060	146,612
Interest expense, net of capitalized interest	27,217	25,696
Other (income) expense, net	10,769	(3,179)
Income (loss) before income taxes and equity in net income of subsidiaries	62,074	124,095
Income taxes (benefit)	15,870	40,929
Net income (loss)	46,204	83,166
Equity in net loss of subsidiaries	(4,427)	22,737
Net income attributable to Steel Dynamics, Inc.	41,777	105,903
Guarantors
Condensed Consolidating Financial Statements
Net sales	2,308,156	2,301,547
Costs of goods sold	2,198,898	2,165,378
Gross profit (loss)	109,258	136,169
Selling, general and administrative	54,555	55,893
Operating income (loss)	54,703	80,276
Interest expense, net of capitalized interest	13,606	17,262
Other (income) expense, net	(1,064)	(2,675)
Income (loss) before income taxes and equity in net income of subsidiaries	42,161	65,689
Income taxes (benefit)	16,134	24,904
Net income (loss)	26,027	40,785
Net income attributable to Steel Dynamics, Inc.	26,027	40,785
Combined Non-Guarantors
Condensed Consolidating Financial Statements
Net sales	46,835	47,522
Costs of goods sold	63,894	57,595
Gross profit (loss)	(17,059)	(10,073)
Selling, general and administrative	2,459	2,122
Operating income (loss)	(19,518)	(12,195)
Interest expense, net of capitalized interest	1,710	2,314
Other (income) expense, net	(877)	(718)
Income (loss) before income taxes and equity in net income of subsidiaries	(20,351)	(13,791)
Income taxes (benefit)	353	43
Net income (loss)	(20,704)	(13,834)
Net loss attributable to noncontrolling interests	3,898	1,673
Net income attributable to Steel Dynamics, Inc.	(16,806)	(12,161)
Consolidating Adjustments
Condensed Consolidating Financial Statements
Net sales	(1,286,144)	(1,245,917)
Costs of goods sold	(1,267,583)	(1,232,299)
Gross profit (loss)	(18,561)	(13,618)
Selling, general and administrative	(3,132)	(4,251)
Operating income (loss)	(15,429)	(9,367)
Interest expense, net of capitalized interest	(1,421)	(1,926)
Other (income) expense, net	1,420	2,005
Income (loss) before income taxes and equity in net income of subsidiaries	(15,428)	(9,446)
Income taxes (benefit)	(5,678)	(3,559)
Net income (loss)	(9,750)	(5,887)
Equity in net loss of subsidiaries	4,427	(22,737)
Net income attributable to Steel Dynamics, Inc.	$ (5,323)	$ (28,624)

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Changes in Equity (Tables)

3 Months Ended

Mar. 31, 2012

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, 2012	$	2,299,900		$	636	$	1,026,157	$	2,011,801		$	(722,653	)	$	(16,041	)
Proceeds from the exercise of stock options, including related tax effect	1,097			—		1,097		—			—			—
Dividends declared	(21,907		)	—		—		(21,907		)	—			—
Equity-based compensation and issuance of restricted stock	5,418			—		3,789		—			1,629			—
Contributions from noncontrolling investors	6,314			—		—		—			—			6,314
Distributions to noncontrolling investor	(38		)	—		—		—			—			(38		)
Net income (loss)	41,777			—		—		45,675			—			(3,898		)
Balances at March 31, 2012	$	2,332,561		$	636	$	1,031,043	$	2,035,569		$	(721,024	)	$	(13,663	)