8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC  20549

FORM 8-K

CURRENT REPORT

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

Date of Report (date of earliest event reported) April 26, 2016 (April 20, 2016)

STEEL DYNAMICS, INC.

(Exact name of registrant as specified in its charter)

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

7575 West Jefferson Blvd, Fort Wayne, Indiana 46804

(Address of principal executive offices) (Zip Code)

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

Not Applicable

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

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

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

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

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

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

Item 2.02.  Results of Operations and Financial Condition.

On April 20, 2016, Steel Dynamics, Inc. issued a press release titled “Steel Dynamics Reports First Quarter 2016 Results.” A copy of that press release is attached hereto as Exhibit 99.1.

The information contained in Exhibit 99.1 is furnished under this Item 2.02 and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or incorporated by reference in any filing thereunder or under the Securities Act of 1933, as amended, except as may be expressly set forth by specific reference in any such filing.

Item 9.01.  Financial Statements and Exhibits.

(d) Exhibits.

The following exhibit is furnished with this report:

Exhibit Number	Description
99.1	A press release dated April 20, 2016, titled “Steel Dynamics Reports First Quarter 2016 Results.”

2

SIGNATURE

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

		STEEL DYNAMICS, INC.
		/s/Theresa E. Wagler
Date: April 26, 2016	By:	Theresa E. Wagler
	Title:	Executive Vice President and
		Chief Financial Officer

3

EX-99.1

Exhibit 99.1

Press Release April 20, 2016
	7575 W. Jefferson Blvd.
	Fort Wayne, IN  46804

Steel Dynamics Reports First Quarter 2016 Results

FORT WAYNE, INDIANA, April 20, 2016 / PRNewswire / Steel Dynamics, Inc. (NASDAQ/GS: STLD) today announced first quarter 2016 net income of $63 million, or $0.26 per diluted share, on net sales of $1.7 billion.  Comparatively, prior year first quarter net sales were $2.0 billion, with adjusted net income of $40 million, or $0.17 per diluted share, which excluded the impact of call premium and other finance expenses associated with the March 2015 senior note repayment of $0.04 per diluted share. Sequential fourth quarter 2015 net sales were $1.6 billion, with adjusted net income of $22 million, or $0.09 per diluted share, which excluded the impact of non-cash goodwill and asset impairment charges related to the company’s metals recycling operations of $1.13 per diluted share.

“During the first quarter 2016, positive changes in the flat roll steel supply environment resulted in significantly improved sequential consolidated operating earnings, which increased over 175 percent to $132 million, “ said Mark D. Millett, President and Chief Executive Officer. “Flat roll steel import levels have declined and customer inventory levels are better matched with actual demand requirements, supporting higher domestic steel mill utilization.  The domestic steel demand outlook is relatively unchanged and steady, with the heavy equipment, agricultural and energy markets remaining weak, while automotive continues to be strong and construction recovers.

“We saw improved volumes and profitability in all of our operating platforms for the first quarter 2016,” continued Millett.  “Our metals recycling operations returned to profitability as demand for ferrous scrap improved, which resulted in higher shipments and selling values.  Likewise, our fabrication operations were supported with continued steady demand from the non-residential construction sector, achieving near record quarterly earnings.  We are optimistic, as domestic steel industry dynamics seem to be shifting favorably.  Our cash generation continues to be strong, resulting in record liquidity of $2.2 billion at the end of March 2016, providing a firm foundation for growth.”

Additional First Quarter 2016 Comments

First quarter 2016 operating income for the company’s steel operations increased 104 percent to $136 million sequentially, based on a 17 percent improvement in shipments as volumes increased at each of the company’s steel locations.   However, average steel product pricing declined more than consumed raw material scrap costs, resulting in steel metal spread compression.  The first quarter 2016 average product selling price for the company’s steel operations decreased $40 to $574 per ton.  The average ferrous scrap cost per ton melted decreased $21 to $184 per ton.

First quarter 2016 operating income attributable to the company’s sheet products increased over 180 percent when compared to the sequential fourth quarter.  Although metal spread declined, the company’s flat roll shipments increased 20 percent, which more than offset the margin reduction.  Operating income from long products increased 46 percent, as shipments improved nine percent, more than offsetting the decrease in metal spread related to product price decline.  The company’s steel production utilization rate was 88 percent in the first quarter 2016, compared to 73 percent in the sequential quarter and compared to the domestic industry utilization rate of only 71 percent.

The company’s metals recycling operations achieved a meaningful improvement in profitability, moving from an operating loss of $16 million in the fourth quarter 2015 (which excludes non-cash asset impairment charges of $428.5 million) to operating income of $6 million in the first quarter 2016, based on both improved metal spread and shipments. The company’s ferrous shipments increased nine percent and metal margins improved over 30 percent, as demand and pricing improved due to both increased domestic steel mill utilization and scrap export demand.

The company’s fabrication operations continued its strong financial performance, achieving first quarter 2016 operating income of $32 million which was only surpassed by the record level of $37 million set in the third quarter of last year.  Sustained demand resulted in a slight increase in quarterly shipments, which partially offset modest metal spread compression, as average product pricing declined more than raw material steel costs.

The company generated strong cash flow from operations of $289 million during the first quarter 2016.  Including its undrawn revolver and available cash of $977 million, the company achieved record liquidity of $2.2 billion at March 31, 2016.  As evidence to the confidence in the company’s continued long-term cash flow generation capability, the company’s board of directors approved a two percent increase in Steel Dynamics first quarter 2016 cash dividend, increasing it to $0.14 per common share.  The company believes this reflects the strength of its capital structure and liquidity profile, and the continued optimism and confidence in its future prospects.

Outlook

“Steel customer inventory levels have moderated and import levels have declined,” said Millett.  “When combined with steady underlying steel demand, the result has been some improvement in domestic steel producer utilization, yet industry utilization still remains below historical performance due to the issue of unfairly traded steel imports.  The proximity of our Columbus Flat Roll Division to the Gulf Region combined with the 2015 rapid decline in the energy sector, severely impacted Columbus’ profitability last year, reducing its annual EBITDA by approximately 75 percent, when compared to 2014 annual proforma performance of $315 million.  The successful market and product diversification we achieved at Columbus during 2015 is one of the key differentiators for anticipated improved profitability in 2016.  As a testament, Columbus achieved near record quarterly shipments in the first quarter 2016 and increased value-added shipments almost 80 percent compared to prior year’s first quarter.

“We continue to strengthen our financial position through strong cash flow generation and the execution of our long-term strategy.  We also have additional earnings catalysts, including macro-industry improvements and several others which are company specific.  We are well-positioned for growth.  Customer focus, coupled with our market diversification and low-cost operating platforms, support our ability to maintain our best-in-class industry performance. We believe we are uniquely poised to capitalize on growth opportunities in a challenging environment that will benefit our customers, shareholders, employees and communities.”

Supplemental Quarterly Information

	First Quarter
	2016			2015			4Q 2015
	(Dollars in thousands)
External Net Sales
Steel	$	1,217,176		$	1,385,419		$	1,091,029
Fabrication	180,055			161,023			182,884
Metals Recycling	269,407			425,596			270,625
Other	74,663			75,397			46,508
Consolidated	$	1,741,301		$	2,047,435		$	1,591,046
Operating Income
Steel	$	135,692		$	116,996		$	66,580
Fabrication	32,075			21,361			30,193
Metals Recycling	6,360			(480		)	(444,547		)
Operations	174,127			137,877			(347,774		)
Non-cash Amortization of Intangible Assets	(7,250		)	(6,323		)	(6,178		)
Profit Sharing Expense	(9,291		)	(4,598		)	(4,427		)
Non-segment Operations	(25,621		)	(27,185		)	(22,764		)
Consolidated Operating Income	131,965			99,771			(381,143		)
Non-cash Asset Impairment Charges	—			—			428,500
Adjusted Operating Income (Loss) (2)	$	131,965		$	99,771		$	47,357
External Shipments
Steel (In tons )	2,121,872			1,816,371			1,777,597
Steel Shipped to Internal Locations	155,337			132,649			167,921
Fabrication (In tons)	145,126			112,729			141,731
Metals Recycling
Nonferrous (In 000’s of pounds )	242,560			241,580			241,442
Ferrous (In gross tons )	503,787			642,080			564,868
Ferrous Scrap Shipped to Internal Steel Mills	801,367			590,921			629,543
Other Operating Information
Steel
Average External Sales Price (Per ton shipped )	$	574		$	763		$	614
Average Ferrous Cost (Per ton melted )	$	184		$	312		$	205
Flat Roll Shipments
Butler Division	712,138			579,493			601,502
Columbus Division	756,933			564,241			627,934
The Techs	188,269			145,934			149,358
Long Product Shipments
Structural and Rail Division-Structural	234,046			237,644			216,659
-Rail	58,942			66,708			55,775
Engineered Bar Products Division	125,200			156,366			99,257
Roanoke Bar Division	125,471			125,123			119,208
Steel of West Virginia	76,209			73,511			75,825
Total Steel Shipments (In tons )	2,277,208			1,949,020			1,945,518
Steel Production (In tons )	2,363,252			1,949,263			1,982,315
Fabrication
Average External Sales Price (Per ton shipped )	$	1,241		$	1,428		$	1,290
Consolidated EBITDA
Earnings (Loss) Before Taxes	$	96,714		$	40,492		$	(417,923	)
Net Interest Expense	36,150			42,874			36,107
Depreciation	65,225			64,860			65,621
Amortization	7,250			6,323			6,178
Non-controlling Interest	1,419			3,807			3,077
EBITDA	206,758			158,356			(306,940		)
Non-cash Adjustments
Unrealized Hedging (Gain) Loss	319			3,215			435
Inventory Valuation	192			4,990			2,349
Asset Impairment Charges	—			—			428,500
Equity Based Compensation	6,979			7,199			9,947
Financing Expenses	—			3,326			—
Adjusted EBITDA	$	214,248		$	177,086		$	134,291

(1)Amount excludes 4Q 2015 Metals Recycling goodwill, intangibles, and property, plant, and equipment impairments of $428.5 million.

Conference Call and Webcast

Steel Dynamics, Inc. will hold a conference call to discuss first quarter operating and financial results on Thursday, April 21, 2016, at 10:00 a.m. Eastern Time.  You may access the call and find dial-in information on the Investors section of the company’s website at www.steeldynamics.com.  A replay of the call will be available on our website until 11:59 p.m. Eastern Time on April 26, 2016.

About Steel Dynamics, Inc.

Steel Dynamics, Inc. is one of the largest domestic steel producers and metals recyclers in the United States based on estimated annual steelmaking and metals recycling capability, with annual sales of $7.6 billion in 2015, approximately 7,500 employees, and manufacturing facilities primarily located throughout the United States (including six electric-arc-furnace steel mills, ten steel coating lines, an iron production facility, approximately 75 metals recycling locations and eight steel fabrication plants).

Note Regarding Non-GAAP Financial Measures

The company reports its financial results in accordance with U.S. generally accepted accounting principles (GAAP). Management believes that Adjusted Operating Income, EBITDA and Adjusted EBITDA, non-GAAP financial measures, provide additional meaningful information regarding the company’s performance and financial strength. Non-GAAP financial measures should be viewed in addition to, and not as an alternative for, the company’s reported results prepared in accordance with GAAP.  In addition, because not all companies use identical calculations, EBITDA included in this release may not be comparable to similarly titled measures of other companies.

Forward-Looking Statements

This press release contains some predictive statements about future events, including statements related to conditions in the steel and metallic scrap markets, Steel Dynamics’ revenues, costs of purchased materials, future profitability and earnings, and the operation of new or existing facilities. These statements, which we generally precede or accompany by such typical conditional words as “anticipate,” “intend,” “believe,” “estimate,” “plan,” “seek,” “project” or “expect,” or by the words “may,” “will,” or “should,” are intended to be made as “forward-looking,” subject to many risks and uncertainties, within the safe harbor protections of the Private Securities Litigation Reform Act of 1995. These statements speak only as of this date and are based upon information and assumptions, which we consider reasonable as of this date, concerning our businesses and the environments in which they operate. Such predictive statements are not guarantees of future performance, and we undertake no duty to update or revise any such statements. Some factors that could cause such forward-looking statements to turn out differently than anticipated include: (1) the effects of uncertain economic conditions; (2) cyclical and changing industrial demand; (3) changes in conditions in any of the steel or scrap-consuming sectors of the economy which affect demand for our products, including the strength of the non-residential and residential construction, automotive, appliance, pipe and tube, and other steel-consuming industries; (4) 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; (5) the impact of domestic and foreign import price competition; (6) unanticipated difficulties in integrating or starting up new or acquired businesses; (7) risks and uncertainties involving product and/or technology development; and (8) occurrences of unexpected plant outages or equipment failures.

More specifically, we refer you to Steel Dynamics’ more detailed explanation of these and other factors and risks that may cause such predictive statements to turn out differently, as set forth in our most recent Annual Report on Form 10-K under the headings Special Note Regarding Forward-Looking Statements and Risk Factors, in our quarterly reports on Form 10-Q or in other reports which we from time to time file with the Securities and Exchange Commission. These are available publicly on the SEC website, www.sec.gov, and on the Steel Dynamics website, www.steeldynamics.com.

Contact:  Tricia Meyers, Investor Relations Manager— +1.260.969.3500

STEEL DYNAMICS, INC.

CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)

(in thousands, except per share data)

	Three Months Ended					Three Months Ended
	March 31,					December 31,
	2016			2015		2015
Net sales	$	1,741,301		$	2,047,435	$	1,591,046
Costs of goods sold	1,505,265			1,860,393		1,446,839
Gross profit	236,036			187,042		144,207
Selling, general and administrative expenses	87,530			76,350		86,245
Profit sharing	9,291			4,598		4,427
Amortization of intangible assets	7,250			6,323		6,178
Asset impairment charges	—			—		428,500
Operating income (loss)	131,965			99,771		(381,143		)
Interest expense, net of capitalized interest	37,043			43,087		36,616
Other expense (income), net	(1,792		)	16,192		164
Income (loss) before income taxes	96,714			40,492		(417,923		)
Income taxes (benefit)	35,396			13,538		(161,607		)
Net income (loss)	61,318			26,954		(256,316		)
Net loss attributable to noncontrolling interests	1,419			3,807		3,077
Net income (loss) attributable to Steel Dynamics, Inc.	$	62,737		$	30,761	$	(253,239	)
Basic earnings (loss) per share attributable to Steel Dynamics, Inc. stockholders	$	0.26		$	0.13	$	(1.04	)
Weighted average common shares outstanding	243,202			241,535		242,558
Diluted earnings (loss) per share attributable to Steel Dynamics, Inc. stockholders, including the effect of assumed conversions when dilutive	$	0.26		$	0.13	$	(1.04	)
Weighted average common shares and equivalents outstanding (Note 1)	244,608			242,867		242,558
Dividends declared per share	$	0.1400		$	0.1375	$	0.1375

Note 1Excludes the impact of common share equivalents outstanding for the three months ended December 31, 2015, because the impact on diluted loss per share is anti-dilutive.

STEEL DYNAMICS, INC.

CONSOLIDATED BALANCE SHEETS

(in thousands)

	March 31,2016			December 31,2015
	(unaudited)
Assets
Current assets
Cash and equivalents	$	976,951		$	727,032
Accounts receivable, net	689,201			613,605
Inventories	1,066,823			1,149,390
Other current assets	41,258			47,914
Total current assets	2,774,233			2,537,941
Property, plant and equipment, net	2,914,186			2,951,210
Restricted cash	19,603			19,565
Intangible assets, net	272,528			278,960
Goodwill	395,872			397,470
Other assets	15,220			16,936
Total assets	$	6,391,642		$	6,202,082
Liabilities and Equity
Current liabilities
Accounts payable	$	413,575		$	283,355
Income taxes payable	9,960			2,023
Accrued expenses	226,741			233,232
Current maturities of long-term debt	22,770			16,680
Total current liabilities	673,046			535,290
Long-term debt	2,575,528			2,577,976
Deferred income taxes	416,260			400,770
Other liabilities	19,302			16,595
Commitments and contingencies	—			—
Redeemable noncontrolling interests	126,340			126,340
Equity
Common stock	639			638
Treasury stock, at cost	(392,348		)	(396,455		)
Additional paid-in capital	1,115,008			1,110,253
Retained earnings	1,993,910			1,965,291
Total Steel Dynamics, Inc. equity	2,717,210			2,679,727
Noncontrolling interests	(136,043		)	(134,616		)
Total equity	2,581,166			2,545,111
Total liabilities and equity	$	6,391,642		$	6,202,082

STEEL DYNAMICS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(in thousands)

	Three Months Ended
	March 31,
	2016			2015
Operating activities:
Net income	$	61,318		$	26,954
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	73,985			72,822
Equity-based compensation	8,405			8,543
Deferred income taxes	17,087			16,717
Changes in certain assets and liabilities:
Accounts receivable	(75,596		)	133,084
Inventories	82,566			164,999
Accounts payable	112,659			(127,053		)
Income taxes receivable/payable	13,993			16,265
Other assets and liabilities	(5,518		)	(77,624		)
Net cash provided by operating activities	288,899			234,707
Investing activities:
Purchase of property, plant and equipment	(27,708		)	(33,351		)
Other investing activities	3,054			1,663
Net cash used in investing activities	(24,654		)	(31,688		)
Financing activities:
Issuance of current and long-term debt	20,452			50,093
Repayment of current and long-term debt	(4,232		)	(427,451		)
Exercise of stock options proceeds, including related tax effect	2,892			1,753
Contributions from (distributions to) noncontrolling investors, net	(8		)	(29		)
Dividends paid	(33,425		)	(27,766		)
Debt issuance costs	(5		)	—
Net cash used in financing activities	(14,326		)	(403,400		)
Increase (decrease) in cash and equivalents	249,919			(200,381		)
Cash and equivalents at beginning of period	727,032			361,363
Cash and equivalents at end of period	$	976,951		$	160,982
Supplemental disclosure information:
Cash paid for interest	$	26,286		$	40,094
Cash paid for federal and state income taxes, net	$	699		$	18,539