8-K

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): October 19, 2005

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.)

6714 Pointe Inverness Way, Suite 200, Fort Wayne, Indiana 46804

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: 260-459-3553

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:

	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
	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 October 19, 2005, Steel Dynamics, Inc. issued a press release titled “Steel Dynamics Announces Net Income of $45 Million for Third Quarter” containing information about the company’s results of operations for the three and nine months ended September 30, 2005. The full text of the press release, together with related unaudited financial information and statistics, is furnished herewith and attached hereto as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits

(c)	Exhibits.
	Exhibit Number	Description
	99.1	A press release dated October 19, 2005 titled “Steel Dynamics Announces Net Income of $45 Million for Third Quarter”

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/ Gary Heasley
Date: October 19, 2005	By:	Gary Heasley
		Vice President & CFO

EX-99.1

Exhibit 99.1

Press Release
October 19, 2005       
6714 Pointe Inverness Way, Suite 200
Fort Wayne, IN 46804-7932
260.459.3553 Phone
260.969.3590 Fax

Steel Dynamics Announces Net Income
of $45 Million for Third Quarter

FORT WAYNE, INDIANA, October 19, 2005– Steel Dynamics, Inc. (NASDAQ: STLD) today announced third quarter 2005 earnings of $45 million, or $0.92 per diluted share, on net sales of $499 million. Third quarter results were steady, but are less than 2004’s record quarterly results which generated earnings of $114 million, or $2.01 per diluted share, and sales of $635 million achieved during a period of unusually strong industry conditions.

Third quarter 2005 consolidated shipments totaled 924,000 tons, up 3 percent from the third quarter of 2004 and also up 3 percent from the second quarter of 2005. SDI’s average consolidated selling price was $540 per ton, down 24 percent from the third quarter of 2004 and down 11 percent from the second quarter of 2005. Average cost per ton of scrap charged was down 19 percent from the second quarter.

Year-to-date 2005 earnings of $157 million, or $3.05 per diluted share, are 26 percent lower than the first nine months of 2004 which were $213 million, or $3.80 per diluted share. Year-to-date net sales for 2005 increased 5 percent to $1,615 million compared to $1,545 million in the first nine months of 2004, primarily as a result of increased steel shipments.

“Overall, our third quarter performance was solid, in spite of a variety of challenges including higher natural gas and electricity costs and disruptions in production indirectly caused by Hurricane Katrina,” said Keith Busse, President and CEO of Steel Dynamics. “On the other hand, we have seen positive developments in the steel marketplace.

“We have recovered from the shortage of hydrogen used by our Flat Roll Division for annealing, but we did experience somewhat lower margins for finished flat-roll products as we were unable to produce and ship cold-rolled, fully finished steel for several weeks. Although natural gas is a much less significant factor in our production process than for integrated steelmakers, we have incurred additional costs as a result of the recent spike in gas prices. Electrical energy purchased on the spot market saw increases in the third quarter as well, although much of our electricity consumption is purchased under long-term contract.

“On the positive side, compared to the first six months of this year, steel imports have slowed and steel service center inventories have adjusted to more normal levels, resulting in stronger factory order bookings and greater backlogs for our flat-rolled and structural steel divisions. Strong backlogs for wide-flange beams persisted through the quarter. The Structural & Rail Division again achieved record quarterly shipments and reduced its finished goods inventories significantly. Likewise, flat roll shipments were also strong. Pricing trends are positive for both of these product categories. New Millennium Building Systems, our joist-and-deck fabricating business, is experiencing robust demand and stronger pricing at both its Indiana and Florida facilities. After beginning operations in March 2005, thenew Lake City, Florida, plant became profitable in August.”

“The Bar Products Division experienced a slower quarter as shipping volume declined due to a fall-off in spot-market demand for our SBQ products. The Pittsboro team continues to make progress on new product certifications with major customers and in its negotiations for OEM annual contracts for 2006. We remain positive on the prospects for this segment of our business.”

During the third quarter, the company replaced its $230 million senior secured revolving credit facility with a five-year $350 million facility. The new facility is secured by substantially all of the company’s accounts receivable and inventories and also includes an option to increase the facility size by $100 million during the next five years. Costs related to this refinancing reduced the quarter’s earnings by approximately $0.02 per diluted share.

In July the Company completed the purchase of an additional 200,000 shares of its common stock, completing the repurchase programs authorized by the Board of Directors. During the past four quarters the company repurchased 7.5 million shares.

“Looking forward, we expect fourth quarter conditions to remain strong for the steel business,” Busse said. “Demand has improved for beams as a result of stronger non-residential construction activity. We expect shipments for flat-rolled steel and building systems to remain strong and we expect some recovery in our bar-steel business. Overall we are anticipating as much as a 20 percent increase in fourth quarter earnings.”

Additional Information

In connection with the recently announced merger of Steel Dynamics, Inc. (“SDI”) and Roanoke Electric Steel Corporation (“Roanoke”), SDI intends to file a registration statement on Form S-4, and SDI and Roanoke intend to file a related proxy statement/prospectus, in connection with the merger transaction involving SDI and Roanoke. Investors and security holders are urged to read the registration statement on Form S-4 and the related proxy statement/prospectus when they become available because they will contain important information about the merger transaction. Investors and security holders may obtain free copies of these documents (when they are available) and other documents filed with the SEC at the SEC's web site at www.sec.gov. In addition, investors and security holders may obtain free copies of the documents filed with the SEC by SDI by contacting SDI Investor Relations at (260) 459-3553. Investors and security holders may obtain free copies of the documents filed with the SEC by Roanoke by contacting Roanoke Investor Relations at (540) 342-1831.

Roanoke, SDI and their directors and executive officers may be deemed to be participants in the solicitation of proxies from the stockholders of Roanoke in connection with the merger transaction. Information regarding the special interests of these directors and executive officers in the merger transaction will be included in the registration statement of SDI and proxy statement/prospectus of SDI and Roanoke described above. Additional information regarding the directors and executive officers of SDI is also included in the SDI proxy statement for its 2005 Annual Meeting of Stockholders, which was filed with the SEC on April 4, 2005. Additional information regarding the directors and executive officers of Roanoke is also included in Roanoke's proxy statement for its 2005 Annual Meeting of Stockholders, which was filed with the SEC on December 21, 2004. These documents are available free of charge at the SEC's web site at www.sec.gov and from Investor Relations at SDI and Roanoke as described above.

Conference Call and Webcast

On Thursday, October 20, 2005 at 11:00 am Eastern, Steel Dynamics will host a conference call in which Steel Dynamics’ management will discuss third quarter 2005 results. You are invited to listen to the live audio broadcast of the conference call over the Internet, accessible from Steel Dynamics’ Web site:

www.steeldynamics.com

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

Contact:	Fred Warner, Investor Relations Manager, (260) 969-3564 or fax (260) 969-3590
	f.warner@steeldynamics.com

Forward Looking Statements

This press release contains some predictive statements about future events, including statements related to conditions in the steel marketplace, Steel Dynamics’ revenue growth, costs of raw materials, future profitability, 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.

We refer you to SDI’s detailed explanation of the many 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 and in other reports which we from time to time file with the Securities and Exchange Commission, available publicly on the SEC Web site, www.sec.gov, and on the Steel Dynamics Web site, www.steeldynamics.com

Steel Dynamics, Inc.
UNAUDITED CONSOLIDATED STATEMENTS OF INCOME
(in thousands, except per share data)

	Three Months Ended September 30, 2005						Nine Months Ended September 30, 2005
	2005			2004			2005			2004
Net Sales	$	498,689		$	634,741		$	1,615,221		$	1,544,543
Costs of goods sold		393,457			413,851			1,270,028			1,110,507
Selling, general, and administrative expenses		23,381			27,630			65,916			67,120
Operating Income		81,851			193,260			279,277			366,916
Interest expense		9,468			10,469			26,443			30,565
Other (income) expense, net		(1,450	)		(458	)		(2,203	)		(5,704	)
Income before income taxes		73,833			183,249			255,037			342,055
Income taxes		28,425			69,635			98,189			129,187
Net income	$	45,408		$	113,614		$	156,848		$	212,868
Basic earnings per share	$	1.05		$	2.29		$	3.48		$	4.32
Weighted average common shares outstanding		43,138			49,611			45,117			49,299
Diluted earnings per share,
including effect of assumed conversions	$	.92		$	2.01		$	3.05		$	3.80
Weighted average common shares
and share equivalents outstanding		50,138			56,881			52,146			56,546
Dividends declared per share (1)	$	.10		$	.15		$	.30		$	.15

⁽¹⁾ Note: Two separate payments of $0.075 were paid during the third quarter of 2004, representing both the second and third quarter 2004 dividend payments to shareholders.

Steel Dynamics, Inc.
UNAUDITED SUPPLEMENTAL OPERATING INFORMATION

	Three Months Ended September 30, 2005						Nine Months Ended September 30, 2005							First Quarter			Second Quarter
	2005			2004			2005			2004			2005			2005
Shipments and Production Data (tons)
Shipments
Steel Operations*
Flat Roll Division		612,890			611,007			1,752,313			1,789,529			569,556			569,867
Structural & Rail Division		236,251			183,596			628,298			576,007			186,614			205,433
Bar Products Division		65,926			107,151			263,908			208,752			89,548			108,434
		915,067			901,754			2,644,519			2,574,288			845,718			883,734
Other Operations**		139,392			82,279			336,057			263,632			97,241			99,424
Intercompany		(130,534	)		(85,549	)		(306,422	)		(251,978	)		(89,816	)		(86,072	)
Consolidated shipments		923,925			898,484			2,674,154			2,585,942			853,143			897,086
Steel Operations* production		898,695			924,129			2,674,565			2,622,297			882,311			893,559
Average consolidated selling price per ton	$	540		$	706		$	604		$	597		$	669		$	608
* Steel Operations include the company’s Flat Roll Division, Structural and Rail Division and Bar Products Division
**Other Operations include New Millennium Building Systems, Paragon Steel Trading and Iron Dynamics

Steel Dynamics, Inc.
CONSOLIDATED BALANCE SHEETS
(in thousands)

Assets	September 30, 2005			December 31, 2004
	(unaudited)
Current assets
Cash and equivalents	$	30,604		$	16,334
Accounts receivable		218,625			253,861
Inventories		379,486			381,488
Deferred income taxes		9,229			6,856
Other current assets		22,780			18,980
Total current assets		660,724			677,519
Property, plant and equipment, net		1,004,551			1,024,044
Restricted cash		1,588			989
Other assets		31,245			31,067
Total assets	$	1,698,108		$	1,733,619
Liabilities and Stockholders’ Equity
Current liabilities
Accounts payable	$	111,188		$	141,888
Accrued interest		3,043			8,796
Accrued expenses		62,950			75,750
Current portion of long-term debt		7,621			6,774
Total current liabilities		184,802			233,208
Long-term debt
Senior secured bank debt		30,000			—
Senior unsecured 9.5% notes		300,000			300,000
Subordinated convertible 4.0% notes		115,000			115,000
Other long-term debt		18,371			19,458
Unamortized bond premium		5,881			7,147
Total long-term debt		469,252			441,605
Deferred income taxes		225,454			209,215
Minority interest		944			2,469
Commitments and contingencies
Stockholders’ equity
Common stock		528			523
Treasury stock, at cost		(270,905	)		(84,141	)
Additional paid-in capital		404,345			390,505
Retained earnings		683,688			540,235
Total stockholders’ equity		817,656			847,122
Total liabilities and stockholders’ equity	$	1,698,108		$	1,733,619

Steel Dynamics, Inc.
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)

	Three Months Ended September 30, 2005						Nine Months Ended September 30, 2005
	2005			2004			2005			2004
Operating activities:
Net income	$	45,408		$	113,614		$	156,848		$	212,868
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		25,059			21,735			68,468			64,143
Deferred income taxes		(602	)		34,272			13,866			66,871
Minority interest		(91	)		583			(1,525	)		1,661
Changes in certain assets and liabilities:
Accounts receivable		20,742			(48,598	)		35,236			(121,729	)
Inventories		42,408			(5,620	)		2,002			(101,294	)
Accounts payable		18,058			24,519			(30,700	)		66,154
Other working capital		(5,248	)		12,518			(24,091	)		18,430
Net cash provided by operating activities		145,734			153,023			220,104			207,104
Investing activities:
Purchase of property, plant and equipment		(8,799	)		(18,156	)		(45,355	)		(72,817	)
Financing activities:
Issuance of long-term debt		31,101			162			268,706			164,284
Repayment of long-term debt		(127,640	)		(17,450	)		(240,212	)		(220,857	)
Issuance of common stock (net of expenses) and proceeds and tax benefits from exercise of stock options		1,008			7,244			13,845			21,869
Purchase of treasury stock		(6,340	)		189			(186,764	)		(49	)
Dividends paid		(4,363	)		(3,719	)		(13,966	)		(3,719	)
Debt issuance costs		(1,742	)		(60	)		(2,088	)		(1,571	)
Net cash used in financing activities		(107,976	)		(13,634	)		(160,479	)		(40,043	)
Increase in cash and equivalents		28,959			121,233			14,270			94,244
Cash and equivalents at beginning of period		1,645			38,441			16,334			65,430
Cash and equivalents at end of period	$	30,604		$	159,674		$	30,604		$	159,674