10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

FORM 10-Q

☒	Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended September 30, 2017
	OR
☐	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 ☒  No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, 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 ☒  No ☐

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

(Check one):	Large accelerated filer ☒	Accelerated filer ☐	Non-accelerated filer ☐
	Smaller reporting company  ☐	Emerging growth company☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   ☐

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

As of November 1, 2017, Registrant had 236,951,784 outstanding shares of common stock.

STEEL DYNAMICS, INC. Table of Contents
PART I.  Financial Information
Item 1.	Financial Statements:	Page
	Consolidated Balance Sheets as of September 30, 2017 (unaudited) and December 31, 2016	1
	Consolidated Statements of Income for the three and nine-month periods ended September 30, 2017 and 2016 (unaudited)	2
	Consolidated Statements of Cash Flows for the three and nine-month periods ended  September 30, 2017 and 2016 (unaudited)	3
	Notes to Consolidated Financial Statements (unaudited)	4
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	18
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	25
Item 4.	Controls and Procedures	25
	PART II.  Other Information
Item 1.	Legal Proceedings	26
Item 1A.	Risk Factors	26
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	26
Item 3.	Defaults Upon Senior Securities	26
Item 4.	Mine Safety Disclosures	26
Item 5.	Other Information	26
Item 6.	Exhibits	27
	Signatures	28

STEEL DYNAMICS, INC.

CONSOLIDATED BALANCE SHEETS

(in thousands, except share data)

	September 30,		December 31,
	2017		2016
Assets	(unaudited)
Current assets
Cash and equivalents	$	1,101,964	$	841,483
Accounts receivable, net		897,838		703,565
Accounts receivable-related parties		25,179		26,219
Inventories		1,487,516		1,275,211
Other current assets		59,648		83,197
Total current assets		3,572,145		2,929,675
Property, plant and equipment, net		2,708,777		2,787,215
Restricted cash		17,092		18,060
Intangible assets, net		263,357		283,977
Goodwill		388,518		393,351
Other assets		10,848		11,454
Total assets	$	6,960,737	$	6,423,732
Liabilities and Equity
Current liabilities
Accounts payable	$	512,290	$	382,126
Accounts payable-related parties		16,393		13,070
Income taxes payable		5,596		5,593
Accrued payroll and benefits		171,508		164,543
Accrued interest		49,380		30,295
Accrued expenses		128,701		113,556
Current maturities of long-term debt		182,661		3,632
Total current liabilities		1,066,529		712,815
Long-term debt		2,351,483		2,353,194
Deferred income taxes		461,399		448,375
Other liabilities		20,305		20,649
Total liabilities		3,899,716		3,535,033
Commitments and contingencies
Redeemable noncontrolling interests		111,240		111,240
Equity
Common stock voting, $.0025 par value; 900,000,000 shares authorized;
264,161,359 and 264,130,544 shares issued; and 236,951,784 and 243,785,485
shares outstanding, as of September 30, 2017 and December 31, 2016, respectively		641		641
Treasury stock, at cost; 27,209,575 and 20,345,059 shares,
as of September 30, 2017 and December 31, 2016 respectively		(650,210)		(416,829)
Additional paid-in capital		1,147,463		1,132,749
Retained earnings		2,606,831		2,210,459
Total Steel Dynamics, Inc. equity		3,104,725		2,927,020
Noncontrolling interests		(154,944)		(149,561)
Total equity		2,949,781		2,777,459
Total liabilities and equity	$	6,960,737	$	6,423,732

See notes to consolidated financial statements.

1

STEEL DYNAMICS, INC.

CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)

(in thousands, except per share data)

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2017		2016		2017		2016
Net sales
Unrelated parties	$	2,399,116	$	2,060,596	$	7,066,083	$	5,737,584
Related parties		44,266		40,714		136,235		128,929
Total net sales		2,443,382		2,101,310		7,202,318		5,866,513
Costs of goods sold		2,046,864		1,692,807		5,941,128		4,841,591
Gross profit		396,518		408,503		1,261,190		1,024,922
Selling, general and administrative expenses		97,056		95,185		298,422		279,899
Profit sharing		21,175		22,255		69,714		51,722
Amortization of intangible assets		7,272		7,208		22,120		21,359
Operating income		271,015		283,855		870,934		671,942
Interest expense, net of capitalized interest		34,177		36,199		102,019		109,888
Other expense (income), net		2,526		4,351		(4,968)		741
Income before income taxes		234,312		243,305		773,883		561,313
Income tax expense		83,300		88,892		271,258		205,139
Net income		151,012		154,413		502,625		356,174
Net loss attributable to noncontrolling interests		2,246		2,984		5,383		5,929
Net income attributable to Steel Dynamics, Inc.	$	153,258	$	157,397	$	508,008	$	362,103
Basic earnings per share attributable to Steel Dynamics,
Inc. stockholders	$	0.64	$	0.65	$	2.11	$	1.49
Weighted average common shares outstanding		239,066		243,761		241,117		243,539
Diluted earnings per share attributable to Steel Dynamics, Inc.
stockholders, including the effect of assumed conversions
when dilutive	$	0.64	$	0.64	$	2.09	$	1.48
Weighted average common shares and share equivalents outstanding		240,880		245,682		242,816		245,227
Dividends declared per share	$	0.155	$	0.140	$	0.465	$	0.420

See notes to consolidated financial statements.

2

STEEL DYNAMICS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(in thousands)

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2017		2016		2017		2016
Operating activities:
Net income	$	151,012	$	154,413	$	502,625	$	356,174
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation and amortization		75,210		74,190		224,068		222,970
Equity-based compensation		6,875		5,946		24,558		23,716
Deferred income taxes		3,284		18,478		17,849		53,879
Other adjustments		8,202		161		8,055		1,376
Changes in certain assets and liabilities:
Accounts receivable		(36,123)		29,384		(193,233)		(149,810)
Inventories		(67,285)		(76,013)		(211,726)		(102,339)
Other assets		(9,234)		694		(1,703)		11,855
Accounts payable		44,887		(49,171)		133,251		117,220
Income taxes receivable/payable		(12,929)		(7,421)		5,803		40,960
Accrued expenses		62,249		45,701		38,058		69,361
Net cash provided by operating activities		226,148		196,362		547,605		645,362
Investing activities:
Purchases of property, plant and equipment		(42,795)		(59,774)		(127,746)		(123,168)
Acquisition of business, net of cash acquired		(5,518)		(109,065)		(5,518)		(109,065)
Other investing activities		1,081		1,507		30,386		5,767
Net cash used in investing activities		(47,232)		(167,332)		(102,878)		(226,466)
Financing activities:
Issuance of current and long-term debt		450,215		12,911		501,448		97,018
Repayment of current and long-term debt		(294,913)		(9,999)		(331,339)		(95,253)
Dividends paid		(37,180)		(34,124)		(108,837)		(101,639)
Purchases of treasury stock		(99,085)		-		(237,154)		-
Other financing activities		(4,832)		1,005		(8,364)		5,435
Net cash provided by (used in) financing activities		14,205		(30,207)		(184,246)		(94,439)
Increase (decrease) in cash and equivalents		193,121		(1,177)		260,481		324,457
Cash and equivalents at beginning of period		908,843		1,052,666		841,483		727,032
Cash and equivalents at end of period	$	1,101,964	$	1,051,489	$	1,101,964	$	1,051,489
Supplemental disclosure information:
Cash paid for interest	$	13,530	$	26,225	$	80,155	$	97,605
Cash paid for income taxes, net	$	93,123	$	75,860	$	246,793	$	104,124

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 operations, and steel fabrication operations.

Steel Operations Segment.  Steel operations include the company’s Butler Flat Roll Division, Columbus Flat Roll Division, The Techs galvanizing lines, Structural and Rail Division, Engineered Bar Products Division, Vulcan Threaded Products, Inc. – acquired August 1, 2016, Roanoke Bar Division, Steel of West Virginia, and Iron Dynamics, a liquid pig iron (scrap substitute) production facility that supplies solely the Butler Flat Roll Division. These operations include electric arc furnace steel mills, producing steel from ferrous scrap and scrap substitutes, utilizing continuous casting, automated rolling mills and numerous downstream coating and bar processing lines. Steel operations accounted for 73% and 74% of the company’s consolidated external net sales during the three months ended September 30, 2017 and 2016, respectively, and 73% and 72% of the company’s consolidated external net sales during the nine months ended September 30, 2017 and 2016, respectively.

Metals Recycling Operations Segment. Metals recycling operations consists solely of OmniSource Corporation (OmniSource), and includes both ferrous and nonferrous processing, transportation, marketing, brokerage, and consulting services. Metals recycling operations accounted for 14% and 15% of the company’s consolidated external net sales during the three months ended September 30, 2017 and 2016, respectively, and 15% of the company’s consolidated external net sales for the nine months ended September 30, 2017 and 2016.

Steel Fabrication Operations Segment.  Steel fabrication operations include the company’s New Millennium Building Systems’ joist and deck plants located throughout the United States, and in Northern Mexico. Revenues from these plants are generated from the fabrication of trusses, girders, steel joists and steel deck used within the non-residential construction industry. Steel fabrication operations accounted for 9% and 8% of the company’s consolidated external net sales during the three months ended September 30, 2017 and 2016, respectively, and 8% and 9% during the nine months ended September 30, 2017 and 2016, respectively.

Other. Other operations consists of subsidiary operations that are below the quantitative thresholds required for reportable segments and primarily consist of our idled Minnesota ironmaking operations and other smaller joint ventures. Also included in “Other” are certain unallocated corporate accounts, such as the company’s senior secured credit facility, senior notes, certain other investments and certain profit sharing expenses.

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; unrecognized 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, 2016.

4

STEEL DYNAMICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Note 1.  Description of the Business and Significant Accounting Policies (Continued)

Goodwill.  The company’s goodwill is allocated to the following reporting units at September 30, 2017, and December 31, 2016, (in thousands):

	September 30,		December 31,
	2017		2016
Steel Operations Segment:
Columbus Flat Roll Division	$	19,682	$	19,682
The Techs		142,783		142,783
Vulcan Threaded Products		7,824		7,824
Roanoke Bar Division		29,041		29,041
Metals Recycling Operations Segment:
Butler Flat Roll Division, Structural and Rail Division, and
Engineered Bar Division		95,000		95,000
OmniSource		92,263		97,096
Steel Fabrication Operations Segment		1,925		1,925
	$	388,518	$	393,351

OmniSource goodwill decreased $4.8 million from December 31, 2016 to September 30, 2017, in recognition of the 2017 tax benefit related to the normal amortization of the component of OmniSource tax-deductible goodwill in excess of book goodwill.

Recently Adopted/Issued Accounting Standards

In July 2015, the FASB issued ASU 2015-11, Inventory (Topic 330): Simplifying the Measurement of Inventory (ASU 2015-11), which requires an entity to measure inventory at the lower of cost and net realizable value, rather than at the lower of cost or market. The company adopted ASU 2015-11 as required in the first quarter of 2017 on a prospective basis, and the adoption had no impact on its financial condition, results of operations, or cash flow. 

In May 2014, the FASB issued ASU 2014-09, which is codified in ASC 606, Revenue Recognition – Revenue from Contracts with Customers, which amends the guidance in former ASC 605, Revenue Recognition.  FASB has since issued clarifying guidance in the form of ASU 2016-08, Revenue from Contracts with Customers: Principal versus Agent Consideration (Reporting Revenue Gross versus Net), ASU 2016-10, Revenue from Contract with Customers : Identifying Performance Obligations and Licensing, and ASU 2016-12, Revenue from Contracts with Customers: Narrow-Scope Improvements and Practical Expedients, collectively (ASC 606). The core principle of ASC 606 is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. ASC 606 also requires additional disclosures to help users of financial statements better understand the nature, amount, timing, and potential uncertainty of revenue that is recognized. ASC 606 guidance is effective for annual and interim periods beginning after December 15, 2017, but can be early adopted for annual and interim periods ending after December 15, 2016, using a full retrospective or modified retrospective approach.  The company is finalizing its adoption plan in which it has identified current revenue streams and analyzed those revenue streams pursuant to the new accounting requirements. The company will complete the adoption plan during the fourth quarter of 2017, including assessment of new required disclosures.  Based on our analysis within the adoption plan completed to date, the company does not believe there will be significant change in the amount or timing of revenue recognized under the new standard, or significant changes required to the company’s functions, processes or systems. The company intends to adopt ASU 2014-09 effective January 1, 2018, using the modified retrospective approach.  

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842): which establishes a new lease accounting model that requires lessees to recognize a right of use asset and related lease liability for most leases having lease terms of more than 12 months (ASU 2016-02).  Leases with a term of 12 months or less will be accounted for similar to existing guidance for operating leases.  This new guidance is effective for annual and interim periods beginning after December 15, 2018, but can be early adopted.  The company is currently evaluating the impact of the provisions of ASU 2016-02, including the timing of adoption. 

Reclassifications

The company early adopted, effective December 31, 2016, Improvement to Employee Share-based Payment Accounting (ASU 2016-09). Cash paid to tax authorities from shares withheld to satisfy the company’s statutory income tax withholding obligation of $2.2 million were reclassified to financing activities from operating activities in the nine-month period ended September 30, 2016, statement of cash flows.

5

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 restricted stock units, deferred stock units, stock options and other equity-based awards; and are excluded from the computation in periods in which they have an anti-dilutive effect. There were no anti-dilutive common share equivalents at or for the three and nine months ended September 30, 2017 and 2016.

The following tables present a reconciliation of the numerators and the denominators of the company’s basic and diluted earnings per share computations for the three and nine months ended September 30, 2017 and 2016 (in thousands, except per share data):

	Three Months Ended September 30,
	2017					2016
	Net Income		Shares	Per Share		Net Income		Shares	Per Share
	(Numerator)		(Denominator)	Amount		(Numerator)		(Denominator)	Amount
Basic earnings per share	$	153,258	239,066	$	0.64	$	157,397	243,761	$	0.65
Dilutive common share equivalents		-	1,814				-	1,921
Diluted earnings per share	$	153,258	240,880	$	0.64	$	157,397	245,682	$	0.64

	Nine Months Ended September 30,
	2017						2016
	Net Income		Shares		Per Share		Net Income		Shares		Per Share
	(Numerator)		(Denominator)		Amount		(Numerator)		(Denominator)		Amount
Basic earnings per share	$	508,008		241,117	$	2.11	$	362,103		243,539	$	1.49
Dilutive common share equivalents		-		1,699				-		1,688
Diluted earnings per share	$	508,008		242,816	$	2.09	$	362,103		245,227	$	1.48

Note 3.  Inventories

Inventories are stated at lower of cost or net realizable value. Cost is determined using a weighted average cost method for raw materials and supplies, and on a first-in, first-out, basis for other inventory. Inventory consisted of the following (in thousands):

	September 30,		December 31,
	2017		2016
Raw materials	$	677,187	$	515,924
Supplies		376,984		383,134
Work in progress		119,735		103,606
Finished goods		313,610		272,547
Total inventories	$	1,487,516	$	1,275,211

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STEEL DYNAMICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Note 4.  Debt

In September 2017, the company issued $350.0 million of 4.125% senior notes due 2025 (the "2025 Notes"), the proceeds of which, along with available cash, were used to fund the September 2017 tender to purchase at a redemption price of 103.563%,$182.9 million principal amount, plus accrued and unpaid interest to, but not including, the date of repurchase, of the company's 6.375% senior notes due 2022 (the "2022 Notes"), and the October 2017 call and repayment at a redemption price of 103.188% of the $167.1 million remaining outstanding principal amount of the 2022 Notes, plus accrued and unpaid interest to, but not including, the date of repayment. The $167.1 remaining outstanding principal amount is included in current maturities of long-term debt in the company’s September 30, 2017, balance sheet.  The company recorded expenses related to tender premiums, write off of unamortized debt issuance costs, and other expenses of $8.0 million, which are reflected in other expenses in the consolidated statements of income for the three- and nine-months ended September 30, 2017. Additional call premiums of $6.6 million related to the October 2017 call and repayment will be recorded as other expenses in the consolidated statements of income for the three months and year ended

December 31, 2017.

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 and redeemable amounts attributable to the noncontrolling interests (in thousands):

	Stockholders of Steel Dynamics, Inc.
					Additional								Redeemable
	Common		Treasury		Paid-In		Retained		Noncontrolling		Total		Noncontrolling
	Stock		Stock		Capital		Earnings		Interests		Equity		Interests
Balances at December 31, 2016	$	641	$	(416,829)	$	1,132,749	$	2,210,459	$	(149,561)	$	2,777,459	$	111,240
Dividends declared		-		-		-		(111,435)		-		(111,435)		-
Share repurchases		-		(237,154)		-		-		-		(237,154)		-
Equity-based compensation		-		3,773		14,714		(201)		-		18,286		-
Comprehensive and net income (loss)		-		-		-		508,008		(5,383)		502,625		-
Balances at September 30, 2017	$	641	$	(650,210)	$	1,147,463	$	2,606,831	$	(154,944)	$	2,949,781	$	111,240

Note 6.  Derivative Financial Instruments

The company is exposed to certain risks relating to its ongoing business operations. The company utilizes derivative instruments to mitigate commodity margin risk, interest rate risk and foreign currency exchange rate risk. The company routinely enters into forward exchange traded futures and option contracts to manage the price risk associated with nonferrous metals inventory as well as purchases and sales of nonferrous metals (primarily aluminum and copper).  The company offsets fair value amounts recognized for derivative instruments executed with the same counterparty under master netting agreements. 

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 a futures contract, it means the company has more futures contracts sold than futures contracts purchased for the underlying commodity. The following summarizes the company’s futures contract commitments as of September 30, 2017:

Commodity Futures	Long/Short	Metric Tons
Aluminum	Long	1,275
Aluminum	Short	2,250
Copper	Long	4,251
Copper	Short	21,727

The following summarizes the location and amounts of the fair values reported on the company’s balance sheets as of September 30, 2017, and December 31, 2016, and gains and losses related to derivatives included in the company’s statement of income for the three and nine months ended September 30, 2017 and 2016 (in thousands):

7

STEEL DYNAMICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Note 6.  Derivative Financial Instruments (Continued)

	Asset Derivatives					Liability Derivatives
	Balance sheet	Fair Value				Fair Value
	location	September 30, 2017		December 31, 2016		September 30, 2017		December 31, 2016
Derivative instruments designated
as fair value hedges
Commodity futures	Other current assets	$	2,576	$	2,910	$	396	$	1,300
Derivative instruments not designated
as hedges
Commodity futures	Other current assets		1,573		1,150		497		783
Total derivative instruments		$	4,149	$	4,060	$	893	$	2,083

The fair value of the above derivative instruments along with required margin deposit amounts with the same counterparty under master netting arrangements totaled $6.0 million at September 30, 2017, and $3.2 million at December 31, 2016, are reflected in other current assets in the consolidated balance sheets.

		Amount of gain (loss) recognized					Location of gain	Amount of gain (loss) recognized
	Location of gain	in income on derivatives					(loss) recognized	in income on related hedged items
	(loss) recognized	for the three months ended				Hedged items in	in income on	for the three months ended
	in income on	September 30,		September 30,		fair value hedge	related hedged	September 30,		September 30,
	derivatives	2017		2016		relationships	items	2017		2016
Derivatives in fair value
hedging relationships
Commodity futures	Costs of goods sold	$	4,122	$	826	Firm commitments	Costs of goods sold	$	(1,711)	$	(793)
						Inventory	Costs of goods sold		(1,330)		(177)
Derivatives not designated								$	(3,041)	$	(970)
as hedging instruments
Commodity futures	Costs of goods sold	$	(10,566)	$	(638)

		Amount of gain (loss) recognized					Location of gain	Amount of gain (loss) recognized
	Location of gain	in income on derivatives					(loss) recognized	in income on related hedged items
	(loss) recognized	for the nine months ended				Hedged items in	in income on	for the nine months ended
	in income on	September 30,		September 30,		fair value hedge	on related	September 30,		September 30,
	derivatives	2017		2016		relationships	hedged items	2017		2016
Derivatives in fair value
hedging relationships
Commodity futures	Costs of goods sold	$	571	$	1,281	Firm commitments	Costs of goods sold	$	995	$	(2,223)
						Inventory	Costs of goods sold		179		642
Derivatives not designated								$	1,174	$	(1,581)
as hedging instruments
Commodity futures	Costs of goods sold	$	(12,528)	$	(394)

Derivatives accounted for as fair value hedges had ineffectiveness resulting in losses of $35,000 and $84,000 during the three-month periods ended September 30, 2017 and 2016, respectively; and a gain of $62,000 and loss of  $175,000 during the nine-month periods ended September 30, 2017 and 2016, respectively.  Gains excluded from hedge effectiveness testing of $1.1 million decreased cost of goods sold during the three-month period ended September 30, 2017, and losses excluded from hedge effectiveness testing of $60,000 increased costs of goods sold during the three-month period ended September 30, 2016.  Gains of $1.7 million decreased costs of goods sold during the nine-month period ended September 30, 2017, and losses of $125,000 increased costs of goods sold during the nine month period ended September 30, 2016.   

8

STEEL DYNAMICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

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 on a recurring basis in the consolidated balance sheet and the respective levels to which the fair value measurements are classified within the fair value hierarchy as of September 30, 2017, and December 31, 2016 (in thousands):    

			Quoted Prices		Significant
			in Active		Other		Significant
			Markets for		Observable		Unobservable
			Identical Assets		Inputs		Inputs
	Total		(Level 1)		(Level 2)		(Level 3)
September 30, 2017
Commodity futures – financial assets	$	4,149	$	-	$	4,149	$	-
Commodity futures – financial liabilities		893		-		893		-
December 31, 2016
Commodity futures – financial assets	$	4,060	$	-	$	4,060	$	-
Commodity futures – financial liabilities		2,083		-		2,083		-

The carrying amounts of financial instruments including cash and equivalents approximate fair value. The fair values of commodity futures contracts are estimated by the use of quoted market prices, estimates obtained from brokers, and other appropriate valuation techniques based on references available. The fair value of long-term debt, including current maturities, as determined by quoted market prices (Level 2), was approximately $2.6 billion and $2.5 billion at September 30, 2017 and December 31, 2016, respectively (with a corresponding carrying amount in the consolidated balance sheet of $2.5 and $2.4 billion at September 30, 2017, and December 31, 2016, respectively).

Note 8.  Commitments and Contingencies

The company is involved in various routine litigation matters, including administrative proceedings, regulatory proceedings, governmental investigations, environmental matters, and commercial and construction contract disputes, none of which are expected to have a material impact on our financial condition, results of operations, or liquidity. 

Note 9.  Segment Information

The company’s operations are primarily organized and managed by reportable operating segments, which are steel operations, metals recycling operations, and steel fabrication operations. The segment operations are more fully described in Note 1 to these financial statements. 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 these financial statements. Intra‑segment sales and any related profits are eliminated in consolidation. Amounts included in the category “Other” are from subsidiary operations that are below the quantitative thresholds required for reportable segments and primarily consist of our Minnesota ironmaking operations and several small joint ventures. In addition, “Other” also includes certain unallocated corporate accounts, such as the company’s senior secured credit facility, senior notes, certain other investments and certain profit sharing expenses.

9

STEEL DYNAMICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Note 9.  Segment Information (Continued)

The company’s segment results are as follows (in thousands):

			Metals		Steel
For the three months ended	Steel		Recycling		Fabrication
September 30, 2017	Operations		Operations		Operations		Other			Eliminations			Consolidated
Net Sales
External	$	1,700,707	$	301,422	$	211,271	$	101,057		$	-		$	2,314,457
External Non-U.S.		82,098		46,793		34		-			-			128,925
Other segments		65,321		360,982		89		116			(426,508)			-
		1,848,126		709,197		211,394		101,173			(426,508)			2,443,382
Operating income (loss)		276,547		17,624		21,862		(44,326)	(1)		(692)			271,015
Income (loss) before income taxes		255,539		16,020		20,199		(56,754)			(692)			234,312
Depreciation and amortization		57,644		12,020		2,866		2,680			-			75,210
Capital expenditures		31,654		8,589		1,524		1,028			-			42,795
As of September 30, 2017
Assets	$	4,353,904	$	1,032,018	$	381,931	$	1,346,968	(2)	$	(154,084)	(3)	$	6,960,737

	Footnotes related to the three months ended September 30, 2017, segment results (in millions):
(1)	Corporate SG&A	$	(12.1)	(3)	Elimination of intra-company receivables	$	(130.4)
	Company-wide equity-based compensation		(6.8)		Elimination of intra-company debt		(10.7)
	Profit sharing		(20.2)		Other		(13.0)
	Other, net		(5.2)			$	(154.1)
		$	(44.3)
(2)	Cash and equivalents	$	1,065.9
	Accounts receivable		14.0
	Inventories		42.8
	Property, plant and equipment, net		162.4
	Intra-company debt		10.7
	Other		51.2
		$	1,347.0

10

STEEL DYNAMICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Note 9.  Segment Information (Continued)

			Metals		Steel
For the three months ended	Steel		Recycling		Fabrication
September 30, 2016	Operations		Operations		Operations		Other			Eliminations		Consolidated
Net Sales
External	$	1,502,726	$	260,518	$	177,341	$	60,282		$	-	$	2,000,867
External Non-U.S.		54,776		45,574		88		5			-		100,443
Other segments		70,384		259,171		1,211		1,108			(331,874)		-
		1,627,886		565,263		178,640		61,395			(331,874)		2,101,310
Operating income (loss)		307,553		6,154		17,744		(47,687)	(1)		91		283,855
Income (loss) before income taxes		285,131		2,437		15,645		(59,999)			91		243,305
Depreciation and amortization		53,456		13,836		2,848		4,101			(51)		74,190
Capital expenditures		49,200		9,506		747		321			-		59,774

Footnotes related to the three months ended September 30, 2016, segment results (in millions):
(1)	Corporate SG&A	$	(12.6)
	Company-wide equity-based compensation		(6.1)
	Profit sharing		(21.0)
	Other, net		(8.0)
		$	(47.7)

			Metals		Steel
For the nine months ended	Steel		Recycling		Fabrication
September 30, 2017	Operations		Operations		Operations		Other			Eliminations		Consolidated
Net Sales
External	$	5,025,310	$	910,830	$	603,140	$	281,091		$	-	$	6,820,371
External Non-U.S.		237,070		144,750		127		-			-		381,947
Other segments		183,374		1,067,770		244		1,065			(1,252,453)		-
		5,445,754		2,123,350		603,511		282,156			(1,252,453)		7,202,318
Operating income (loss)		895,008		51,968		65,735		(141,406)	(1)		(371)		870,934
Income (loss) before income taxes		830,865		46,674		61,171		(164,456)			(371)		773,883
Depreciation and amortization		170,125		37,048		8,743		8,152			-		224,068
Capital expenditures		101,939		18,539		5,748		1,520			-		127,746

Footnotes related to the nine months ended September 30, 2017, segment results (in millions):
(1)	Corporate SG&A	$	(37.9)
	Company-wide equity-based compensation		(23.5)
	Profit sharing		(66.8)
	Other, net		(13.2)
		$	(141.4)

11

STEEL DYNAMICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Note 9.  Segment Information (Continued)

			Metals		Steel
For the nine months ended	Steel		Recycling		Fabrication
September 30, 2016	Operations		Operations		Operations		Other			Eliminations			Consolidated
Net Sales
External	$	4,068,688	$	769,260	$	527,859	$	210,358		$	-		$	5,576,165
External Non-U.S.		172,694		117,299		167		188			-			290,348
Other segments		178,190		756,613		2,415		3,603			(940,821)			-
		4,419,572		1,643,172		530,441		214,149			(940,821)			5,866,513
Operating income (loss)		712,939		20,014		73,230		(125,186)	(1)		(9,055)	(2)		671,942
Income (loss) before income taxes		645,189		10,300		67,175		(152,296)			(9,055)			561,313
Depreciation and amortization		159,614		42,666		8,431		12,413			(154)			222,970
Capital expenditures		103,202		17,068		1,918		980			-			123,168

Footnotes related to the nine months ended September 30, 2016, segment results (in millions):
(1)	Corporate SG&A	$	(38.5)	(2)	Gross profit decrease from intra-company sales	$	(9.1)
	Company-wide equity-based compensation		(20.4)
	Profit sharing		(47.7)
	Other, net		(18.6)
		$	(125.2)

12

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 unsecured notes due 2021, 2023, 2024, 2025 and 2026. 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 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, 2016.

Condensed Consolidating Balance Sheets (in thousands)
					Combined		Consolidating		Total
As of September 30, 2017	Parent		Guarantors		Non-Guarantors		Adjustments		Consolidated
Cash and equivalents	$	1,064,499	$	32,968	$	4,497	$	-	$	1,101,964
Accounts receivable, net		294,753		1,450,968		48,082		(870,786)		923,017
Inventories		669,076		754,526		72,990		(9,076)		1,487,516
Other current assets		36,828		21,404		5,124		(3,708)		59,648
Total current assets		2,065,156		2,259,866		130,693		(883,570)		3,572,145
Property, plant and equipment, net		873,015		1,634,215		201,547		-		2,708,777
Intangible assets, net		-		231,838		31,519		-		263,357
Goodwill		-		380,695		7,823		-		388,518
Other assets, including investments in subs		2,611,965		7,060		5,578		(2,596,663)		27,940
Total assets	$	5,550,136	$	4,513,674	$	377,160	$	(3,480,233)	$	6,960,737
Accounts payable	$	196,177	$	348,347	$	106,208	$	(122,049)	$	528,683
Accrued expenses		224,156		251,694		9,437		(130,102)		355,185
Current maturities of long-term debt		167,840		-		40,482		(25,661)		182,661
Total current liabilities		588,173		600,041		156,127		(277,812)		1,066,529
Long-term debt		2,324,240		-		172,243		(145,000)		2,351,483
Other liabilities		(467,002)		983,737		27,238		(62,269)		481,704
Total liabilities		2,445,411		1,583,778		355,608		(485,081)		3,899,716
Redeemable noncontrolling interests		-		-		111,240		-		111,240
Common stock		641		1,727,859		14,908		(1,742,767)		641
Treasury stock		(650,210)		-		-		-		(650,210)
Additional paid-in-capital		1,147,463		128,076		791,196		(919,272)		1,147,463
Retained earnings (deficit)		2,606,831		1,073,961		(740,848)		(333,113)		2,606,831
Total Steel Dynamics, Inc. equity		3,104,725		2,929,896		65,256		(2,995,152)		3,104,725
Noncontrolling interests		-		-		(154,944)		-		(154,944)
Total equity		3,104,725		2,929,896		(89,688)		(2,995,152)		2,949,781
Total liabilities and equity	$	5,550,136	$	4,513,674	$	377,160	$	(3,480,233)	$	6,960,737

13

STEEL DYNAMICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Note 10.  Condensed Consolidating Information (Continued)

					Combined		Consolidating		Total
As of December 31, 2016	Parent		Guarantors		Non-Guarantors		Adjustments		Consolidated
Cash and equivalents	$	766,685	$	54,677	$	20,121	$	-	$	841,483
Accounts receivable, net		229,148		1,257,245		23,689		(780,298)		729,784
Inventories		587,319		639,148		58,696		(9,952)		1,275,211
Other current assets		45,049		36,062		4,447		(2,361)		83,197
Total current assets		1,628,201		1,987,132		106,953		(792,611)		2,929,675
Property, plant and equipment, net		899,370		1,679,751		208,094		-		2,787,215
Intangible assets, net		-		251,919		32,058		-		283,977
Goodwill		-		385,527		7,824		-		393,351
Other assets, including investments in subs		2,769,884		7,335		5,832		(2,753,537)		29,514
Total assets	$	5,297,455	$	4,311,664	$	360,761	$	(3,546,148)	$	6,423,732
Accounts payable	$	141,089	$	265,764	$	89,659	$	(101,316)	$	395,196
Accrued expenses		198,085		220,917		8,793		(113,808)		313,987
Current maturities of long-term debt		674		700		29,347		(27,089)		3,632
Total current liabilities		339,848		487,381		127,799		(242,213)		712,815
Long-term debt		2,324,298		-		168,566		(139,670)		2,353,194
Other liabilities		(293,711)		1,219,444		42,482		(499,191)		469,024
Total liabilities		2,370,435		1,706,825		338,847		(881,074)		3,535,033
Redeemable noncontrolling interests		-		-		111,240		-		111,240
Common stock		641		1,727,859		14,908		(1,742,767)		641
Treasury stock		(416,829)		-		-		-		(416,829)
Additional paid-in-capital		1,132,749		128,076		779,678		(907,754)		1,132,749
Retained earnings (deficit)		2,210,459		748,904		(734,351)		(14,553)		2,210,459
Total Steel Dynamics, Inc. equity		2,927,020		2,604,839		60,235		(2,665,074)		2,927,020
Noncontrolling interests		-		-		(149,561)		-		(149,561)
Total equity		2,927,020		2,604,839		(89,326)		(2,665,074)		2,777,459
Total liabilities and equity	$	5,297,455	$	4,311,664	$	360,761	$	(3,546,148)	$	6,423,732

14

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
September 30, 2017	Parent		Guarantors		Non-Guarantors		Adjustments		Consolidated
Net sales	$	946,136	$	2,641,067	$	161,556	$	(1,305,377)	$	2,443,382
Costs of goods sold		763,310		2,402,670		157,564		(1,276,680)		2,046,864
Gross profit		182,826		238,397		3,992		(28,697)		396,518
Selling, general and administrative		51,464		74,151		4,896		(5,008)		125,503
Operating income (loss)		131,362		164,246		(904)		(23,689)		271,015
Interest expense, net of capitalized interest		18,831		14,481		3,181		(2,316)		34,177
Other (income) expense, net		2,660		(2,492)		42		2,316		2,526
Income (loss) before income taxes and
equity in net income of subsidiaries		109,871		152,257		(4,127)		(23,689)		234,312
Income taxes		35,309		55,183		1,169		(8,361)		83,300
		74,562		97,074		(5,296)		(15,328)		151,012
Equity in net income of subsidiaries		78,696		-		-		(78,696)		-
Net loss attributable to noncontrolling interests		-		-		2,246		-		2,246
Net income (loss) attributable to Steel Dynamics, Inc.	$	153,258	$	97,074	$	(3,050)	$	(94,024)	$	153,258

For the three months ended,					Combined		Consolidating		Total
September 30, 2016	Parent		Guarantors		Non-Guarantors		Adjustments		Consolidated
Net sales	$	845,585	$	2,258,466	$	96,409	$	(1,099,150)	$	2,101,310
Costs of goods sold		647,983		2,016,874		100,470		(1,072,520)		1,692,807
Gross profit (loss)		197,602		241,592		(4,061)		(26,630)		408,503
Selling, general and administrative		52,995		72,605		4,134		(5,086)		124,648
Operating income (loss)		144,607		168,987		(8,195)		(21,544)		283,855
Interest expense, net of capitalized interest		17,818		17,741		2,847		(2,207)		36,199
Other (income) expense, net		2,342		3,937		(4,135)		2,207		4,351
Income (loss) before income taxes and
equity in net income of subsidiaries		124,447		147,309		(6,907)		(21,544)		243,305
Income taxes		40,242		55,684		797		(7,831)		88,892
		84,205		91,625		(7,704)		(13,713)		154,413
Equity in net income of subsidiaries		73,192		-		-		(73,192)		-
Net loss attributable to noncontrolling interests		-		-		2,984		-		2,984
Net income (loss) attributable to Steel Dynamics, Inc.	$	157,397	$	91,625	$	(4,720)	$	(86,905)	$	157,397

15

STEEL DYNAMICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Note 10.  Condensed Consolidating Information (Continued)

For the nine months ended,					Combined		Consolidating		Total
September 30, 2017	Parent		Guarantors		Non-Guarantors		Adjustments		Consolidated
Net sales	$	2,797,557	$	7,827,981	$	449,902	$	(3,873,122)	$	7,202,318
Costs of goods sold		2,241,936		7,054,938		432,657		(3,788,403)		5,941,128
Gross profit (loss)		555,621		773,043		17,245		(84,719)		1,261,190
Selling, general and administrative		164,061		226,153		15,253		(15,211)		390,256
Operating income (loss)		391,560		546,890		1,992		(69,508)		870,934
Interest expense, net of capitalized interest		55,353		44,245		9,494		(7,073)		102,019
Other (income) expense, net		(4,463)		(7,305)		(273)		7,073		(4,968)
Income (loss) before income taxes and
equity in net income of subsidiaries		340,670		509,950		(7,229)		(69,508)		773,883
Income taxes		106,036		184,891		4,651		(24,320)		271,258
		234,634		325,059		(11,880)		(45,188)		502,625
Equity in net income of subsidiaries		273,374		-		-		(273,374)		-
Net loss attributable to noncontrolling interests		-		-		5,383		-		5,383
Net income (loss) attributable to Steel Dynamics, Inc.	$	508,008	$	325,059	$	(6,497)	$	(318,562)	$	508,008

For the nine months ended,					Combined		Consolidating		Total
September 30, 2016	Parent		Guarantors		Non-Guarantors		Adjustments		Consolidated
Net sales	$	2,297,389	$	6,322,158	$	271,694	$	(3,024,728)	$	5,866,513
Costs of goods sold		1,823,408		5,676,265		286,486		(2,944,568)		4,841,591
Gross profit (loss)		473,981		645,893		(14,792)		(80,160)		1,024,922
Selling, general and administrative		145,596		212,613		9,352		(14,581)		352,980
Operating income (loss)		328,385		433,280		(24,144)		(65,579)		671,942
Interest expense, net of capitalized interest		53,842		54,493		7,558		(6,005)		109,888
Other (income) expense, net		(2,137)		8,012		(11,139)		6,005		741
Income (loss) before income taxes and
equity in net income of subsidiaries		276,680		370,775		(20,563)		(65,579)		561,313
Income taxes (benefit)		89,210		139,958		(63)		(23,966)		205,139
		187,470		230,817		(20,500)		(41,613)		356,174
Equity in net income of subsidiaries		174,633		-		-		(174,633)		-
Net loss attributable to noncontrolling interests						5,929				5,929
Net income (loss) attributable to Steel Dynamics, Inc.	$	362,103	$	230,817	$	(14,571)	$	(216,246)	$	362,103

16

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 nine months ended,					Combined		Consolidating		Total
September 30, 2017	Parent		Guarantors		Non-Guarantors		Adjustments		Consolidated
Net cash provided (used in) by operating activities	$	126,267	$	434,450	$	(17,762)	$	4,650	$	547,605
Net cash used in investing activities		(48,799)		(50,975)		(7,006)		3,902		(102,878)
Net cash provided by (used in) financing activities		220,346		(405,184)		9,144		(8,552)		(184,246)
Increase (decrease) in cash and equivalents		297,814		(21,709)		(15,624)		-		260,481
Cash and equivalents at beginning of period		766,685		54,677		20,121		-		841,483
Cash and equivalents at end of period	$	1,064,499	$	32,968	$	4,497	$	-	$	1,101,964

For the nine months ended,					Combined		Consolidating		Total
September 30, 2016	Parent		Guarantors		Non-Guarantors		Adjustments		Consolidated
Net cash provided by operating activities	$	282,918	$	358,657	$	52	$	3,735	$	645,362
Net cash used in investing activities		(143,427)		(81,983)		(3,935)		2,879		(226,466)
Net cash provided by (used in) financing activities		196,242		(297,596)		13,529		(6,614)		(94,439)
Increase (decrease) in cash and equivalents		335,733		(20,922)		9,646		-		324,457
Cash and equivalents at beginning of period		636,877		81,976		8,179		-		727,032
Cash and equivalents at end of period	$	972,610	$	61,054	$	17,825	$	-	$	1,051,489

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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 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 our more detailed explanation of these and other factors and risks that may cause such predictive statements to turn out differently, as set forth under the headings Special Note Regarding Forward-Looking Statements and Risk Factors, in our most recent Annual Report on Form 10-K for the year ended December 31, 2016,  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 reports are available publicly on the Securities and Exchange Commission website, www.sec.gov, and on our website,  www.steeldynamics.com under “Investors – SEC Filings.”

Description of the Business

We are one of the largest domestic steel producers and metal recyclers in the United States based on current estimated steelmaking and coating capacity of 11 million tons and actual metals recycling volumes. The primary source of revenues are from the manufacture and sale of steel products, processing and sale of recycled ferrous and nonferrous metals, and fabrication and sale of steel joists and deck products. We have three reportable segments: steel operations, metals recycling operations, and steel fabrication operations.

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 the steel fabrication operations, we recognize revenues from sales and the allowance for estimated returns and claims from these sales at the time the title of the product transfers, upon shipment. Provision is made for estimated product returns and customer claims based on historical experience. If the historical data used in the estimates does not reflect future returns and claims trends, additional provision may be necessary. Our steel fabrication operations recognizes revenues from construction contracts utilizing a percentage of completion methodology based on steel tons used on completed units to date as a percentage of estimated total steel tons 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, electricity, 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, company-wide profit sharing, and amortization of intangible 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. 

OtherExpense (Income), net.  Other income consists of interest income earned on our temporary cash deposits and investments; any other non-operating income activity, including income from non-consolidated investments accounted for under the equity method. Other expense consists of any non-operating costs, such as certain acquisition and financing expenses.

Results Overview

Consolidated operating income decreased $12.8 million, or 5%, to $271.0 million for the third quarter 2017, compared to the third quarter 2016. Third quarter 2017 net income attributable to Steel Dynamics, Inc. decreased $4.1 million, or 3%, to $153.3 million, compared to the third quarter 2016.

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Consolidated operating income increased $199.0 million, or 30%, to $870.9 million for the first nine months of 2017, compared to $671.9 million for the first nine months of 2016. First nine months 2017 net income attributable to Steel Dynamics, Inc. increased $145.9 million, or 40%, to $508.0 million, compared to the first nine months of 2016.

Our consolidated results for the third quarter and first nine months of 2017 benefited from continued strong demand primarily for our sheet and special-bar-quality steel products coupled with continued low customer inventory levels. However, increased import levels continued hindering the ability of domestic steel prices to keep pace with raw material costs. Decreased scrap volumes for our metals recycling operations were offset by improved pricing and ferrous metal spreads and reduced operating expenses, resulting in significantly increased operating income during the 2017 third quarter and year-to-date periods compared to the same periods in 2016. The non-residential construction market remained strong, resulting in record quarterly shipments for our steel fabrication operations for the third straight quarter.

Segment Operating Results 2017 vs. 2016  (dollars in thousands)

	Three Months Ended September 30,					Nine Months Ended September 30,
	2017		% Change		2016	2017		% Change	2016
Net sales:
Steel Operations Segment	$	1,848,126	14%	$	1,627,886	$	5,445,754	23%	$	4,419,572
Metals Recycling Operations Segment		709,197	25%		565,263		2,123,350	29%		1,643,172
Steel Fabrication Operations Segment		211,394	18%		178,640		603,511	14%		530,441
Other		101,173	65%		61,395		282,156	32%		214,149
		2,869,890			2,433,184		8,454,771			6,807,334
Intra-company		(426,508)			(331,874)		(1,252,453)			(940,821)
	$	2,443,382	16%	$	2,101,310	$	7,202,318	23%	$	5,866,513
Operating income (loss):
Steel Operations Segment	$	276,547	(10)%	$	307,553	$	895,008	26%	$	712,939
Metals Recycling Operations Segment		17,624	186%		6,154		51,968	160%		20,014
Steel Fabrication Operations Segment		21,862	23%		17,744		65,735	(10)%		73,230
Other		(44,326)	7%		(47,687)		(141,406)	(13)%		(125,186)
		271,707			283,764		871,305			680,997
Intra-company		(692)			91		(371)			(9,055)
	$	271,015	(5)%	$	283,855	$	870,934	30%	$	671,942

Steel Operations Segment

Steel Operations Segment.  Steel operations consist of our six electric arc furnace steel mills, producing steel from ferrous scrap and scrap substitutes, utilizing continuous casting, automated rolling mills and eleven downstream steel coating lines, and several bar processing lines, as well as Iron Dynamics, our liquid pig iron production facility that supplies solely the Butler Flat Roll Division. Our steel operations sell directly to end-users, steel fabricators, and service centers. These products are used in numerous industry sectors, including the construction, automotive,  manufacturing, transportation, heavy and agriculture equipment, and pipe and tube (including OCTG) markets. Steel operations accounted for 73% and 74% of our consolidated external net sales during the third quarter of 2017 and 2016, respectively, and 73% and 72% of our consolidated external net sales during the first nine months of 2017 and 2016, respectively.

Sheet Steel Products.  Our sheet steel products operations consist of Butler and Columbus Flat Roll Divisions, and downstream coating lines. These operations sell a broad range of sheet steel products, consisting of hot roll, cold roll and coated steel products, including a wide variety of specialty products, such as light gauge hot roll, galvanized, Galvalume®, and painted products. The Techs is comprised of three galvanizing lines which sell specialized galvanized sheet steels used in primarily non-automotive applications.  

Long Products.Our Structural and Rail Division sells structural steel beams and pilings to the construction market, as well as standard‑grade and premium rail to the railroad industry. Our Engineered Bar Products Division primarily sells engineered special-bar-quality, merchant-bar-quality, round‑cornered squares, and smaller-diameter engineered round bars. Vulcan Threaded Products produces threaded rod products and also cold drawn and heat treated bar. Our Roanoke Bar Division primarily sells merchant steel products, including angles, merchant rounds, flats and channels, and reinforcing bar. Steel of West Virginia primarily sells beams, channels and specialty steel sections.

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Steel Operations Segment Shipments (tons):

	Three Months Ended September 30,			Nine Months Ended September 30,
	2017	% Change	2016	2017	% Change	2016
Total shipments	2,458,992	8%	2,271,230	7,362,636	5%	7,039,801
Intra-segment shipments	(88,211)		(65,438)	(279,567)		(216,217)
Steel Operations Segment Shipments	2,370,781	7%	2,205,792	7,083,069	4%	6,823,584
External shipments	2,279,228	8%	2,104,219	6,830,877	5%	6,517,253

Segment Results 2017 vs. 2016

Overall domestic steel demand remained strong, but elevated levels of steel imports persisted during the quarter, hindering the ability for domestic steel prices to keep pace with raw material costs.  Steel operations segment shipments increased 7% in the third quarter 2017, as compared to the same period in 2016,driven by improved flat roll and engineered bar shipments. Demand from the construction sector continues to improve, and energy has shown a continued positive demand trend. Demand has also improved for heavy off-road equipment and more general industrial manufacturing. Conversely, demand from the domestic automotive sectors has softened somewhat, but still remains near historically high levels. Our steel mill utilization rate averaged 92% for the third quarter 2017, as compared to 85% in the third quarter 2016.Sheet steel average selling prices increased 4% in the third quarter 2017 compared to the same period in 2016, while long products rose 8%. Net sales for the steel operations increased 14% in the third quarter 2017, when compared to the same period in 2016,  due toan increase of $39 per ton, or 5%, in average selling prices combined with a7%  increase in steel operations shipments. Net sales for the steel operations increased 23% in the first nine months of 2017, when compared to the same period in 2016, due to a 4% increase in steel operations segment shipments combined with an increase of $118 per ton, or 18%, in average selling prices. The increase in shipments and pricing for the first nine months of 2017 was the result of much stronger markets in the first and third quarters 2017, compared to the same periods in 2016.

Metallic raw materials used in our electric arc furnaces represent our single most significant steel manufacturing cost, generally comprising approximately 60% of our steel operations’ manufacturing costs, excluding the operations of The Techs and Vulcan, which purchase, rather than produce, the steel they further process. Our metallic raw material cost per net ton consumed in our steel operations increased $55, or 22%, in the third quarter 2017, compared to the same period in 2016, consistent with overall increased domestic scrap pricing. In the first nine months of 2017, our metallic raw material cost per net ton consumed increased $70, or 32%, compared to the same period in 2016.

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Operating income for the steel operations decreased 10%, to $276.5 million, in the third quarter 2017, compared to the same period in 2016, due to a 3% decrease inmetal spread (which we define as the difference between average selling prices and the cost of ferrous scrap consumed) more than offsetting increased steel shipments. Operating income for the first nine months 2017 increased 26%, to $895.0 million, compared to the first nine months of 2016, due to an  11%  expansion of steel segment operations metal spread, coupled with a 4% increase in steel shipments.

Metals Recycling Operations Segment

Metals Recycling Operations Segment.  Metals recycling operations consists solely of OmniSource and includes both ferrous and nonferrous scrap metal processing, transportation, marketing, brokerage, and consulting services strategically located primarily in close proximity to our steel mills and other end-user scrap consumers throughout the eastern half of the United States.  In addition, OmniSource designs, installs, and manages customized scrap management programs for industrial manufacturing companies at hundreds of locations throughout North America. Our steel mills utilize a large portion (61% - 63% for the periods presented) of the ferrous scrap sold by OmniSource as raw material in our steelmaking operations, and the remainder is sold to other consumers, such as other steel manufacturers and foundries. Our metals recycling operations accounted for 14% and 15% of our consolidated external net sales during the third quarter of 2017 and 2016, respectively, and 15% for each of the first nine months of 2017 and 2016.

Metals Recycling Operations Shipments:

	Three Months Ended September 30,			Nine Months Ended September 30,
	2017	% Change	2016	2017	% Change	2016
Ferrous metal (gross tons)
Total	1,219,582	(2)%	1,243,277	3,780,958	(3)%	3,894,755
Inter-company	(756,899)		(774,779)	(2,366,355)		(2,383,223)
External shipments	462,683	(1)%	468,498	1,414,603	(6)%	1,511,532
Nonferrous metals (thousands of pounds)
Total	261,716	(7)%	280,107	815,763	(2)%	828,715
Inter-company	(37,316)		(25,185)	(107,863)		(83,741)
External shipments	224,400	(12)%	254,922	707,900	(5)%	744,974

Segment Results 2017 vs. 2016

Metals recycling operations operating income in the third quarter 2017 of $17.6 million was 186% higher than the third quarter 2016 operating income of $6.2 million, due to improvements in ferrous and nonferrous metal spread (which we define as the difference between average selling prices and the cost of purchased scrap), and reduced operating costs. Net sales increased 25% in the third quarter 2017 as compared to the same period in 2016, driven by increased pricing, which more than offset decreased shipments. Overall domestic steel mill utilization was 75% in the thirdquarter of 2017, compared to 70% in the same 2016 period. Ferrous shipments to our own steel mills decreased by 2% in the third quarter 2017, compared to the same period in 2016. Ferrous scrap average selling pricesincreased 30% during the third quarter 2017 compared to the same period in 2016, while nonferrous average selling prices increased 36% compared to the same period in 2016, resulting inferrous metal spread increasing11%, and nonferrous metal spread increasing 2%.

Metals recycling operations operating income in the first nine months of2017 of $52.0 million was 160% higher than the first nine months 2016 operating income of $20.0 million, due to increased selling prices resulting in a 17% improvement in ferrous metal spread, and reduced operating expenses. Net sales increased 29% in the first nine months of 2017 as compared to the same period in 2016, driven by increased pricing for both ferrous and nonferrous products, which increased40%  and 27%, respectively, during the first nine months of 2017 compared to the same period in 2016.

Steel Fabrication Operations Segment

Steel fabrication operations include our New Millennium Building Systems’ joist and deck plants located throughout the United States and in Northern Mexico. Revenues from these plants are generated from the fabrication of steel joists, trusses, girders and steel deck used within the non-residential construction industry.  Steel fabrication operations accounted for 9% and 8%of  our consolidated external net sales during the third quarter of 2017 and 2016, respectively, and 8% and 9% during the first nine months of 2017 and 2016, respectively.  

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Segment Results 2017 vs. 2016

The overall non-residential construction market has continued to remain strong,demonstratinga positive growth profile, as our fabrication operations achieved a third consecutive quarterly shipments record in the third quarter of 2017.Net sales for the steel fabrication operations increased $32.8 million, or 18%, during the third quarter 2017,  compared to the same period in 2016,  as shipments increased 13%, while average selling prices increased $64 per ton, or 5%. Net sales for the segment increased $73.1 million, or 14%, in the first nine months of 2017, compared to the first nine months of 2016, as volumes increased 7% and selling prices increased 6%. Our steel fabrication operations continue to realize strength in order activity and resulting shipments, as we continue to leverage our national operating footprint to sustain and improve market share, and market demand continues to improve.

The purchase of various steel products is the largest single cost of production for our steel fabrication operations, generally representing approximately two-thirds of the total cost of manufacturing. The average cost of steel consumed increased by 12% in the third quarter 2017, as compared to the same period in 2016, while average selling prices increasedonly 5%,  resulting in metal spread (which we define as the difference between average selling prices and the cost of purchased steel) declining 2%.However, operating income increased 23% to $21.9 million in the third quarter 2017 compared to the same period in 2016, as increased shipments more than offset metal spread contraction.Segment operating income of $65.7 million in the first nine months of 2017 decreased 10%, from $73.2 million in the first nine months of 2016, despite a 7% increase in shipments, as metal spreads decreased 7% year over year.

Other Operations

Other operations consists of subsidiary operations that are below the quantitative thresholds required for reportable segments and primarily consist of our idled Minnesota ironmaking operations and smaller joint ventures. Also included in “Other” are certain unallocated corporate accounts, such as the company’s senior secured credit facility, senior notes, certain other investments and certain profit sharing expenses.

Third Quarter Consolidated Results 2017 vs. 2016

Selling, General and Administrative Expenses. Selling, general and administrative expenses (including profit sharing and amortization of intangible assets) of $125.5 million during the third quarter 2017were consistent with the  $124.6 million during the third quarter 2016,  representing approximately 5.1% and 5.9% of net sales, respectively.

Interest Expense, net of Capitalized Interest.  During the third quarter 2017, interest expense decreased 6% to$34.2 million from $36.2 million during the same period in 2016, due primarily to the December 2016 refinancing of $400.0 million of 6.125% senior notes due 2019 with 5.000% senior notes due 2026. In addition, in December 2016we repaid the remaining $228.1 million of outstanding Senior Term Loan debt, which was set to mature on November 14, 2019.

Income Tax Expense.  During the third quarter 2017, our income tax expense was $83.3 million at an effective income tax rate of 35.6%, as compared to $88.9 million at an effective income tax rate of 36.5%, during the third quarter 2016. The lower effective tax rate in 2017 is due

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primarily to additional permanent tax benefit items, most notably the 2017 domestic manufacturing deduction, resulting from increases in taxable income.

First Nine Months Consolidated Results 2017 vs. 2016

Selling, General and Administrative Expenses. Selling, general and administrative expenses (including profit sharing and amortization of intangible assets) of $390.3 million during the first nine months of 2017 increased 11% from $353.0 million during the first nine months of 2016, representing approximately 5.4% and 6.0% of net sales, respectively. The increase in the first nine months 2017 expenses compared to the same period in 2016 is due most notably to increased performance-based incentive compensation, including profit sharing, associated with our increased profitability.

Interest Expense, net of Capitalized Interest.  During the first nine months of 2017, interest expense decreased $7.9 million to $102.0 million, when compared to the same period in 2016. The decrease in interest expense is due primarily to the December 2016 refinancing of $400.0 million of 6.125% senior notes due 2019 with 5.000% senior notes due 2026. In addition, in December 2016we repaid the remaining $228.1 million of outstanding Senior Term Loan debt, which was set to mature on November 14, 2019.

Income Tax Expense.  During the first nine months of 2017, our income tax expense was $271.3 million at an effective income tax rate of 35.1%, as compared to $205.1 million at an effective income tax rate of 36.5%, during the first nine months of 2016. The lower effective tax rate in 2017 is due primarily to additional permanent tax benefit items, most notably the 2017 domestic manufacturing deduction, resulting from increases in taxable income.

Liquidity and Capital Resources

Capital Resources and Long‑term Debt. Our business is capital intensive and requires substantial expenditures for, among other things, the purchase and maintenance of equipment used in our steel, metals recycling, and steel fabrication operations, and to remain in compliance with environmental laws. Our short-term and long-term liquidity needs arise primarily from working capital requirements, capital expenditures, principal and interest payments related to our outstanding indebtedness, dividends to our shareholders, and acquisitions. We have met these liquidity requirements primarily with cash provided by operations and long-term borrowings, and we also have availability under our Revolver. Our liquidity at September 30, 2017, is as follows (in thousands):

	Cash and equivalents*	$	934,750
	Revolver availability		1,188,121
	Total liquidity	$	2,122,871
* Adjusted to reflect the October 13, 2017, repayment of the remaining $167.1 million 6.375% Senior Notes due 2022.

Our total outstanding debt remained relatively unchanged during the first nine months of 2017 at $2.4 billion (adjusted to reflect the October 13, 2017, repayment of the remaining $167.1 million 6.375% Senior Notes due 2022). Our total adjusted 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 interests, and our total stockholders’ equity) was 43.9% at September 30, 2017,  compared to44.9% at December 31, 2016.

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In September 2017, weissued $350.0 million of 4.125% senior notes due 2025 (the "2025 Notes"), the proceeds of which, along with available cash, were used to fund the September 2017 tender to purchase at a redemption price of 103.563%, $182.9 million principal amount, plus accrued and unpaid interest to, but not including, the date of repurchase, of our 6.375% senior notes due 2022 (the "2022 Notes"), and the October 2017 call and repayment at a redemption price of 103.188% of the $167.1 million remaining outstanding principal amount of the 2022 Notes, plus accrued and unpaid interest to, but not including, the date of repayment. The $167.1 remaining outstanding principal amount is included in current maturities of long-term debt in our September 30, 2017, balance sheet.

Our November 2014 senior secured credit facility (Facility), which provides a $1.2 billion Revolver, matures November 2019. Subject to certain conditions, we have the opportunity to increase the Revolver size by at least $750.0 million. The Facility is guaranteed by certain of our subsidiaries; and is secured by substantially all of our and our wholly-owned subsidiaries’ receivables and inventories, and by pledges of all shares of our wholly-owned subsidiaries’ capital stock or other equity interests, and intercompany debt held by us as collateral. The Revolver is available to fund working capital, capital expenditures, and other general corporate purposes. The Facility contains financial covenants and other covenants pertaining to our ability (which may under certain circumstances be limited) 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, or 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. At September 30,  2017, we had $1.2 billion of availability on the Revolver, $11.9 million of outstanding letters of credit and other obligations which reduce availability, and there were no borrowings outstanding.

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-months (LTM) consolidated adjusted EBITDA (earnings before interest, taxes, depreciation, amortization, and certain other non-cash transactions as allowed in the Facility) by our LTM gross interest expense, less amortization of financing fees. In addition, a net debt (as defined in the Facility) to consolidated LTM adjusted EBITDA (net debt leverage ratio) of not more than 5.00:1.00 must be maintained. If the net debt leverage ratio exceeds 3.50:1:00 at any time, our ability to make certain payments as defined in the Facility (which includes cash dividends to stockholders and share purchases, among other things), is limited. At September 30,  2017, our interest coverage ratio and net debt leverage ratio were 10.22:1.00 and 1.49:1.00, respectively. We were, therefore, in compliance with these covenants at September 30, 2017, and we anticipate we will continue to be in compliance during the next twelve months.  

Working Capital.We generated cash flow from operations of $547.6 million in the first nine months of 2017. Operational working capital (representing amounts invested in trade receivables and inventories, less current liabilities other than income taxes payable and debt) increased $230.9 million to $1.5 billion at September 30, 2017. Increases in volumes, pricing and profitability resulted in increased accounts receivable, and related increases in inventory, which were onlypartially offset by related increases in accounts payable.

Capital Investments.During the first nine months of2017, we invested $127.7 million in property, plant and equipment, primarily within our steel operations segment, compared with $123.2 million invested during the same period in 2016.

Cash Dividends.As a reflection of continued confidence in our current and future cash flow generation ability and financial position, we increased our quarterly cash dividend by 11% to $0.155 per share in the first quarter 2017 (from $0.140 per share in 2016), resulting in declared cash dividends of $111.4 million during the first nine months of 2017, compared to $102.3 million during the same period in 2016. We paid cash dividends of $108.8 million and $101.6 million during the first nine months of 2017 and 2016, respectively. Our board of directors, along with executive management, approves the payment of dividends on a quarterly basis. The determination to pay cash dividends in the future is 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 Facility and the indentures relating to our senior notes may restrict the amount of cash dividends we can pay.

Other.In 2016, the board of directors authorized a share repurchase program of up to $450 million of our common stock. Under the share repurchase program, purchases will take place as and when we determine in open market or private transactions made based upon the market price of our common stock, the nature of other investment opportunities or growth projects, our cash flows from operations, and general economic conditions.  The share repurchase program does not require us to acquire any specific number of shares, and may be modified, suspended, extended or terminated by us at any time.  We acquired 7.0 million shares of our common stock for $237.2 million in the first nine months of 2017 pursuant to this program. See Part II Other Information, Item 2 Unregistered Sales of Equity Securities and Use of Proceeds for additional information.

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 that our operating results, cash flows, 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 flows from operations, together with other available sources of funds, including if necessary borrowings under our Revolver through its term, 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.

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ITEM 3.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Commodity Risk

In the normal course of business we are exposed to the market risk and price fluctuations related to the sale of our products and to the purchase of raw materials used in our operations, such as metallic raw materials, electricity, natural gas and its transportation services, fuel, air products, 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 some commodities such as electricity, natural gas and its transportation services, fuel, air products, and zinc. Certain of these commitments contain provisions which require us to “take or pay” for specified quantities without regard to actual usage for periods of up to 4 years for physical commodity requirements and commodity transportation requirements, and for up to 12 years for air products.  We utilized such “take or pay” requirements during the past three years under these contracts, except for certain air products at our Minnesota ironmaking operations which were idled in May 2015. 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, other than certain air products related to our Minnesota ironmaking operations during the idle period. We also purchase electricity consumed at our Butler Flat Roll Division pursuant to a contract which extends through December 2017. 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.

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 vendor. At September 30, 2017, we had a cumulative unrealized gain associated with these financial contracts of $3.3 million, substantially all of which have a settlement date within the next twelve months. We believe the customer 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 September 30, 2017. 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 Commission’s 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 September 30, 2017, 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 September 30, 2017, 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

We are involved in various routine litigation matters, including administrative proceedings, regulatory proceedings, governmental investigations, environmental matters, and commercial and construction contract disputes, none of which are expected to have a material impact on our financial condition, results of operations, or liquidity.

We may also be involved from time to time in various governmental investigations, regulatory proceedings or judicial actions seeking remediation under federal, state and local environmental laws and regulations. The United States EPA has conducted such investigations and proceedings involving us, in some instances along with state environmental regulators, under various environmental laws, including RCRA, CERCLA, the Clean Water Act and the Clean Air Act. Some of these matters have resulted in fines or penalties, for which a total of $420,000 is recorded in our financial statements as of September 30, 2017.

ITEM 1A.RISK FACTORS

No material changes have occurred to the indicated risk factors as disclosed in our Annual Report on Form 10-K for the year ended
December 31, 2016.

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

(c) Issuer Purchases of Equity Securities

We purchased the following equity securities registered by us pursuant to Section 12 of the Exchange Act during the three months ended
September 30, 2017.

Period	Total Number of Shares Purchased	Average Price Paid per Share			Total Number of Shares Purchased as Part of Publicly Announced Program (1)		Maximum Dollar Value of Shares That May Yet be Purchased Under the Program (in thousands)  (1)
Quarter ended September 30, 2017
July 1 - 31	-		$	-		-		$	286,897
August 1 - 31	947,396			34.41		947,396			254,296
September 1 - 30	1,973,694			33.69		1,973,694			187,812
	2,921,090					2,921,090

(1) On October 18, 2016, we announced that our board of directors had authorized a share repurchase program of up to $450.0 million of our common stock.  Our board of directors cancelled the previously authorized program with respect to which no shares had been repurchased for a number of years.

ITEM 3.DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4.MINE SAFETY DISCLOSURES

Information normally required to be furnished, in Exhibit 95 to this Quarterly Report, pursuant to Item 4 concerning mine safety disclosure matters, if applicable, 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 not included in this report, as there are no applicable mine safety disclosure matters to report for the three months ended September 30, 2017. Accordingly, there is no Exhibit 95 attached to this report.

ITEM 5.OTHER INFORMATION

None.

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ITEM 6.	EXHIBITS
Articles of Incorporation
3.2c*	Amended and Restated Bylaws of Steel Dynamics, Inc., reflecting amended and replaced Article XI, made as of September 25, 2017, and effective only upon approval and adoption by stockholders, at the 2018 Annual Meeting of Stockholders, of a conforming amendment to the Amended and Restated Articles of Incorporation.
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.
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.DEF*	XBRL Taxonomy Definition Document
101.LAB*	XBRL Taxonomy Extension Label Document
101.PRE*	XBRL Taxonomy Presentation Document

_____________________________________________________________________________________________________________

*Filed concurrently herewith

**Inapplicable for purposes of this report

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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.

November 9, 2017

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

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EX-3.2C

Exhibit 3.2c

AMENDED AND RESTATED

BYLAWS OF

STEEL DYNAMICS, INC.

ARTICLE I

OFFICES

Section 1.1.  Principal Office.  The principal office of the Corporation shall be at 6714 Pointe Inverness Way, Suite 200, Fort Wayne, Indiana 46804, or at such other place as may be designated by the Board of Directors.

Section 1.2.  Other Offices.  The Corporation may also have other offices at such places as the Board of Directors may designate or as the business of the Corporation may require from time to time.

Section 1.3.  Registered Office and Agent.  The Corporation shall maintain a Registered Office and Registered Agent as required by the Indiana Business Corporation Law.

ARTICLE II

SHAREHOLDERS

Section 2.1.  Annual Meeting.  The annual meeting of the shareholders of the Corporation shall be held at such place (either within or without the State of Indiana but which is reasonably convenient for shareholders to attend) and time (not later than the end of the sixth month following the close of the fiscal year) as may be fixed by the Board of Directors and designated in the notice or waiver of notice of the meeting.  At the annual meeting, the directors for the ensuing year shall be elected and all such other business as may properly be brought before the meeting shall be transacted.  The Secretary of the Corporation shall cause notice of the annual meeting to be given to each shareholder of record of the Corporation entitled to vote either by delivery to the shareholder in person or by depositing in the United States mail, postage prepaid, in an envelope addressed to the shareholder=s address shown in the Corporation=s current record of shareholders, a written or printed notice stating the place, day and hour of the holding of the meeting.  Notices shall be delivered personally or mailed no fewer than ten (10) nor more than sixty (60) days before the date of the meeting.  If required by any provision of the Indiana Business Corporation Law or by the Articles of Incorporation of the Corporation or if required by the Board of Directors, the notice shall also state the purpose or purposes for which the meeting is called.

Section 2.2.  Special Meetings.  Special meetings of the shareholders may be held at the principal office of the Corporation or at any other place which is reasonably convenient for shareholders to attend, as may be designated in the notice or waiver of notice of the meeting. Special meetings may be called in writing by the President, the Secretary or the Board of Directors. The Secretary of the Corporation shall cause notice of the holding of a special meeting to be given to each shareholder of record of the Corporation entitled to vote upon the business to be transacted at the meeting either by delivery to the shareholder personally or by depositing in

 

the United States mail, postage prepaid, in an envelope addressed to the shareholder’s address shown in the Corporation’s current record of shareholders, a written or printed notice stating the place, day, hour, and purpose or purposes for which such meeting is called. Notices shall be delivered personally or mailed no fewer than ten (10) nor more than sixty (60) days before the date of such meeting.

Section 2.3.  Address of Shareholder.  The address of a shareholder appearing upon the Corporation=s record of shareholders shall be deemed to be the latest address of the shareholder that has been furnished in writing to the Corporation by the shareholder.

Section 2.4.  Waiver of Notice.  A shareholder may waive notice of any shareholder’s meeting before or after the date and time specified in the notice.  The waiver must be in writing and be delivered to the Corporation for inclusion in the minutes or filing with the corporate records.  A shareholder’s attendance at a meeting:  (1) waives objection to lack of notice or defective notice of the meeting, unless the shareholder at the beginning of the meeting objects to holding the meeting or transacting business at the meeting; and (2) waives objection to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the shareholder objects to considering the matter when it is presented.

Section 2.5.  Quorum.  At any meeting of the shareholders the holders of a majority of the outstanding shares of the Corporation entitled to vote who are present in person or represented by proxy shall constitute a quorum for the transaction of business.  Once a share is represented for any purpose at a meeting, it is deemed present for quorum purposes for the remainder of the meeting and for any adjournment of that meeting unless a new record date is set or is required to be set under the Indiana Business Corporation Law or otherwise.

Section 2.6.  Voting.  Except as the Articles of Incorporation may otherwise state, at each meeting of the shareholders, every shareholder owning shares entitled to vote shall have the right to one (1) vote for each such share standing in his name on the books of the Corporation.  The shareholder may vote either in person or by proxy appointed in writing signed by the shareholder or by the shareholder’s duly authorized attorney-in-fact and delivered to the Secretary of the Corporation or other officer or agent authorized to tabulate votes at or before the time of the holding of the meeting.  No proxy shall be valid after eleven (11) months from the date of its execution unless a longer time is expressly provided therein.

Only shares which are fully paid and nonassessable may be voted.  If the name signed on a vote, consent, waiver, or proxy appointment does not correspond to the name of its shareholder, the Corporation if acting in good faith is nevertheless entitled to accept the vote, consent, waiver, or proxy appointment and give it effect as the act of the shareholder if:

(1)  the name signed purports to be that of an administrator, executor, guardian, or conservator representing the shareholder and, if the Corporation requests, evidence of fiduciary status acceptable to the Corporation has been presented with respect to the vote, consent, waiver, or proxy appointment;

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(2)  the name signed purports to be that of a receiver or trustee in bankruptcy of the shareholder and, if the Corporation requests, evidence of this status acceptable to the Corporation has been presented with respect to the vote, consent, waiver, or proxy appointment;

(3)  the name signed purports to be that of a pledgee, beneficial owner, or attorney-in-fact of the shareholder and, if the Corporation requests, evidence acceptable to the Corporation of the signatory’s authority to sign for the shareholder has been presented with respect to the vote, consent, waiver, or proxy appointment; or

(4)  two (2) or more persons are the shareholder as co-tenants or fiduciaries and the name signed purports to be the name of at least one (1) of the co-owners and the person signing appears to be acting on behalf of all the co-owners.

The Corporation is entitled to reject a vote, consent, waiver, or proxy appointment if the Secretary or other officer or agent authorized to tabulate votes, acting in good faith, has reasonable basis for doubt about the validity of the signature on it or about the signatory=s authority to sign for the shareholder.

Section 2.7.  Shareholder List.  After the record date for, and more than five (5) business days before, each shareholders’ meeting, the Secretary of the Corporation shall make, or cause to be made, an alphabetical list of the names of the shareholders entitled to notice of the meeting, arranged by voting group (and within each voting group by class or series of shares) and showing the address of and the number of shares held by each shareholder.  The list shall be available for inspection and copying to the extent provided in the Indiana Business Corporation Law.

Section 2.8.  Fixing of Record Date.  For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders, to demand a special meeting, or to take any other action, the Board of Directors may fix in advance a date, not more than seventy (70) days before the date of such meeting or action, as the record date for the determination of shareholders.  In the absence of such a determination by the Board of Directors, the date for the determination of shareholders shall be ten (10) days before the date of the meeting or action.

Section 2.9.  Order of Business.  The order of business at annual meetings and, so far as practicable, at all other meetings of shareholders shall be:

(a)  Proof of due notice of meeting.

(b)  Ascertainment of quorum.

(c)  Reading and disposal of any unapproved minutes.

(d)  Reports of officers and committees.

(e)  Unfinished business.

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(f)  New business.

(g)  Election of Directors.

(h)  Adjournment.

ARTICLE III

DIRECTORS

Section 3.1.  Powers of Directors.  All corporate powers shall be exercised by or under the authority of, and the business and affairs of the Corporation managed under the direction of, the Board of Directors, subject to any limitation set forth in the Articles of Incorporation or these bylaws.

Section 3.2.  Number.  The present number of directors of the Corporation is eleven (11).  The number of directors of the Corporation may be increased or decreased by amendment of this Section 3.2, which amendment shall state the new number of the directors, but no decrease shall shorten the term of an incumbent director.  Directors need not be shareholders.  Directors shall be elected at each annual meeting of the shareholders or at a special meeting called for that purpose.

Section 3.3.  Resignation.  A director may resign at any time by delivering written notice to the Board of Directors, its Chairman (if any), or the Secretary of the Corporation, and the acceptance of the resignation, unless required by the terms thereof, shall not be necessary to make it effective.  It shall be effective when the notice is delivered unless the notice specifies a later effective date.

Section 3.4.  Removal of Directors.  To the extent applicable, directors may be removed only as provided by the Indiana Business Corporation Law.

Section 3.5.  Vacancies.  If any vacancy occurs on the Board of Directors, the vacancy shall be filled as provided by the Indiana Business Corporation Law.  The term of a director elected to fill a vacancy expires at the end of the term for which the director’s predecessor was elected.

Section 3.6.  Regular Meetings.  A regular meeting of the Board of Directors shall be held at the place of (or reasonably near thereto) and promptly following the annual meeting of the shareholders.  Other regular meetings may be held at the principal office of the Corporation or at any other place reasonably convenient for directors to attend, at such times and places as the Board of Directors may fix from time to time.  No notice shall be required for regular Board meetings.

Section 3.7.  Special Meetings.  Special meetings of the Board of Directors shall be held at the principal office of the Corporation or at any other place reasonably convenient for directors to attend whenever called by the President of the Corporation or by any member of the Board.  Notice of the meeting specifying the date, time and place thereof shall be given to each director either by United States mail, postage prepaid in an envelope addressed to such director,

4

or by telephone, facsimile or other form of wire or wireless communication on twenty-four (24) hours’ notice, or on such shorter notice as the person or persons calling such meeting may deem necessary or appropriate in the circumstances.  The notice need not describe the purpose of the special meeting.  Notice of the date, time and place of the holding of any special meeting may be waived, before or after the date and time stated in the notice, by written notice signed by any director and filed with the minutes or corporate records. A director’s attendance at or participation in any meeting shall constitute a waiver of the notice of the meeting, unless the director at the beginning of the meeting (or promptly upon the director’s arrival) objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting.

Section 3.8.  Conduct of Meetings.  The President shall preside at all meetings of the Board of Directors and the Secretary of the Corporation shall act as secretary of the Board, but in their absence the directors may appoint another person to serve.

The order of business at all meetings shall be as follows:

(a)  Proof of due notice of the meeting, if notice is required.

(b)  Ascertainment of quorum.

(c)  Reading and disposal of any unapproved minutes.

(d)  Reports of officers.

(e)  Reports of committees.

(f)  Unfinished business.

(g)  New business.

(h)  Adjournment.

Section 3.9.  Quorum and Voting.  A majority of the actual number of directors elected and qualified from time to time shall be necessary to constitute a quorum for the transaction of any business.  The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is expressly required by the Indiana Business Corporation Law, the Articles of Incorporation, or another provision of these bylaws.

Section 3.10.  Assent by Director to Action Taken at a Meeting.  A director who is present at a meeting of the Board of Directors or a committee of the Board at which action on any corporate matter is taken is deemed to have assented to the action taken unless:

(1)  the director objects at the beginning of the meeting (or promptly upon the director=s arrival) to holding it or transacting business at the meeting;

5

(2)  the director’s dissent or abstention from the action taken is entered in the minutes of the meeting; or

(3)  the director delivers written notice of the director’s dissent or abstention to the presiding officer of the meeting before its adjournment or to the Secretary of the Corporation immediately after adjournment of the meeting.

The right of dissent or abstention is not available to a director who votes in favor of the action taken.

Section 3.11.  Directors’ or Committee Action by Consent in Lieu of Meeting.  Any action required or permitted to be taken at any meeting of the Board of Directors or any committee thereof may be taken without a meeting if the action is taken by all members of the Board or committee.  The action shall be evidenced by one (1) or more written consents describing the action taken, signed by each director, and included in the minutes or filed with the Corporation’s records reflecting the action taken.  A written consent is effective when the last director signs the consent, unless the consent specifies a different prior or subsequent effective date.

Section 3.12.  Meetings by Telephone or Other Communications.  The Board of Directors may permit any or all directors to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all directors participating may simultaneously hear each other during the meeting.  A director participating in a meeting by this means is deemed to be present in person at the meeting.

Section 3.13.  Compensation.  Each member of the Board of Directors shall be paid such compensation as shall be fixed by the Board of Directors.  This shall not preclude any director from serving in any other capacity and receiving compensation therefor.

Section 3.14.  Committees.  The Board by resolution may establish one or more committees.

Section 3.15.  Election Not to Be Governed by Section 23-1-33-6(c) of the Indiana Business Corporation Law.  Subject at all times to the provisions of Section 23-1-33-6(c) of the Indiana Business Corporation Law, the Corporation hereby elects not to be governed by that section.

ARTICLE IV

OFFICERS

Section 4.1.  Officers.  The officers of the Corporation shall consist of a President, a Secretary, an Assistant Secretary, a Treasurer, an Assistant Treasurer, and a Chief Financial Officer, and if desired by the Board of Directors one or more Vice Presidents, all of whom shall be elected annually by the Board of Directors of the Corporation at the first meeting thereof immediately following the annual meeting of the shareholders; and they shall hold office, subject to removal, until their successors are elected and qualified or the office is eliminated.  One person may hold more than one office.

6

Section 4.2.  Removal; Resignations.  Any officer of the Corporation may be removed by the Board of Directors at any time with or without cause.  Removal does not affect the officer’s contract rights, if any, with the Corporation.  An officer’s resignation does not affect the Corporation’s contract rights, if any, with the officer.  The election or appointment of an officer does not itself create contract rights.

Section 4.3.  Compensation.  The compensation of the officers of the Corporation shall be fixed by, or as permitted by, the Board of Directors.

Section 4.4.  Duties.  The duties of the officers shall be determined from time to time by the Board of Directors.

ARTICLE V

CAPITAL STOCK

Section 5.1.  Certificates for Shares.  Unless the Articles of Incorporation provide otherwise, and except for the issuance and transfer of the Corporation’s direct registered shares in uncertificated form pursuant to an authorized direct registration (“DRS”) transfer system, all shares of stock of the Corporation shall be represented by a certificate.  The certificates shall be in such form not inconsistent with the Articles of Incorporation and the Indiana Business Corporation Law as shall be approved by the Board of Directors.  At a minimum, each certificate must state on its face:

(1)  The name of the Corporation and that it is organized under the law of the State of Indiana;

(2)  The name of the person to whom issued; and

(3)  The number and class of shares and the designation of the series, if any, the certificate represents.

Each certificate must be signed by the President and Secretary.  Share certificates which have been signed (whether manually or in facsimile) by an officer may be used and shall continue to be valid even though any individual whose signature appears on a certificate is no longer an officer of the Corporation at the time of the issue of such certificate.

Section 5.2.  Registration of Transfer.  Except as otherwise provided in Section 5.1, registration of transfer of shares and issuance of a new certificate or certificates therefor shall be made only upon surrender to the Corporation and cancellation of a certificate or certificates for a like number of shares, properly endorsed for transfer, accompanied by (a) such assurance as the Corporation may require as to the genuineness and effectiveness of each necessary endorsement, (b) satisfactory evidence of compliance with all laws relating to collection of taxes, and (c) satisfactory evidence of compliance with or removal of any restriction on transfer of which the Corporation may have notice.

Section 5.3.  Registered Shareholders.  As respects the Corporation, its stock record books shall be conclusive as to the ownership of its shares for all purposes and the Corporation shall not be bound to recognize adverse claims.

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ARTICLE VI

SEAL

The use of a corporate seal is not required.

ARTICLE VII

FISCAL YEAR

The fiscal year of the Corporation shall be determined by the Board.

ARTICLE VIII

FUNDS

Section 8.1.  Depository.  The funds of the Corporation shall be deposited at such financial institutions or determined by the Board.

Section 8.2.  Withdrawal of Funds.  The funds of the Corporation may be withdrawn and disbursed by such officers as may be designated by the Board of Directors.

ARTICLE IX

RECORDS

Section 9.1.  Records.

(a)  The Corporation shall keep as permanent records minutes of all meetings of the shareholders and Board of Directors, a record of all actions taken by the shareholders or Board of Directors without a meeting, and a record of all actions taken by a committee of the Board of Directors in place of the Board of Directors on behalf of the Corporation.

(b)  The Corporation shall maintain appropriate accounting records.

(c)  The Corporation shall maintain a record of the shareholders, in a form that permits preparation of a list of the names and addresses of all shareholders, in alphabetical order by class of shares showing the number and class of shares held by each.

(d)  The Corporation shall maintain its records in written form or in another form capable of conversion into written form within a reasonable time.

(e)  The Corporation shall keep a copy of the following records at its principal office:

(1)  The Articles of Incorporation and all amendments to them currently in effect.

(2)  The bylaws and all amendments to them currently in effect.

8

(3)  The minutes of all shareholders’ meetings, and records of all action taken by shareholders without a meeting, for the past three (3) years.

(4)  All written communications to shareholders generally within the past three (3) years, including any financial statements furnished for the past three (3) years as required by the Indiana Business Corporation Law.

(5)  A list of the names and business addresses of its current directors and officers.

(6)  Its most recent annual report delivered to the Secretary of State.

Section 9.2.  Shareholder’s Right to Inspect and Copy; Limitations on Use.  A shareholder may inspect and copy the Corporation’s records only as permitted by the Indiana Business Corporation Law.  The shareholder, the shareholder’s agents and attorneys, and any other person who obtains the information may use and distribute the records and the information only for the purposes and to the extent permitted by the Indiana Business Corporation Law and shall use reasonable care to ensure that the restrictions imposed by that Law are observed.

ARTICLE X

REPORTS

Section 10.1.  Annual Financial Reports to Shareholders.

(a)  On written request of any shareholder, the Corporation shall furnish the shareholders annual financial statements, which may be consolidated or combined statements of the Corporation and one (1) or more of its subsidiaries, as appropriate, that include a balance sheet as of the end of the fiscal year, an income statement for that year, and a statement of changes in shareholders’ equity for the year unless that information appears elsewhere in the financial statements.  If financial statements are prepared for the Corporation on the basis of generally accepted accounting principles, the annual financial statements must also be prepared on that basis.

(b)  If the annual financial statements are reported upon by a public accountant, the public accountant’s report must accompany them.  If not, the statements must be accompanied by a statement of the President or the person responsible for the Corporation’s accounting records:

(1)  stating the person’s reasonable belief whether the statements were prepared on the basis of generally accepted accounting principles and, if not, describing the basis of preparation; and

(2)  describing any respects in which the statements were not prepared on a basis of accounting consistent with the statements prepared for the preceding year.

9

Section 10.2.  Reports to Shareholders of Indemnification.  If a corporation indemnifies or advances expenses to a director under these bylaws or otherwise, in connection with a proceeding by or in the right of the Corporation, the Corporation shall report the indemnification or advance in writing to the shareholders with or before the notice of the next shareholders’ meeting.

Section 10.3.  Reports to Secretary of State.  The Secretary of the Corporation shall cause such reports to the Secretary of State of Indiana to be filed as required by the Indiana Business Corporation Law.

ARTICLE XI

AMENDMENT

Except only as may be otherwise expressly provided in the Articles of Incorporation or by the Indiana Business Corporation Law, these Bylaws may be made, altered, changed or repealed by either: (a) the Board of Directors, by the affirmative vote of a majority of the entire number of directors, or (b) the stockholders, by the affirmative vote of not less than a majority of the votes entitled to be cast by the holders of the outstanding shares entitled to vote thereon, at a meeting of the stockholders called, in whole or in part, for that purpose.

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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 September 30, 2017, 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

Chief Executive Officer

(Principal Executive Officer)

November 9, 2017

EX-31.2

EXHIBIT 31.2

CERTIFICATION

I, Theresa E. Wagler, certify that:

1.I have reviewed this quarterly report for the period ended September 30, 2017, on Form 10‑Q of Steel Dynamics, Inc.;

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

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

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

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

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

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

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

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

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

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

/s/ Theresa E. Wagler

Theresa E. Wagler

Executive Vice President and Chief Financial Officer

(Principal Financial Officer and Principal Accounting Officer)

November 9, 2017

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 September 30, 2017 (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

(Principal Executive Officer)

November 9, 2017

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 September 30, 2017 (the “Report”), as filed with the Securities and Exchange Commission on the date hereof, I, Theresa E. Wagler, Executive Vice President and 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

(Principal Financial Officer and Principal Accounting Officer)

November 9, 2017

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

XML

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2017	Nov. 01, 2017
Document and Entity Information
Entity Registrant Name	STEEL DYNAMICS INC
Entity Central Index Key	0001022671
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Sep. 30, 2017
Document Fiscal Year Focus	2017
Document Fiscal Period Focus	Q3
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Filer Category	Large Accelerated Filer
Entity Well-known Seasoned Issuer	Yes
Entity Voluntary Filers	No
Entity Common Stock, Shares Outstanding		236,951,784

XML

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Sep. 30, 2017	Dec. 31, 2016
Current assets
Cash and equivalents	$ 1,101,964	$ 841,483
Accounts receivable, net	897,838	703,565
Accounts receivable-related parties	25,179	26,219
Inventories	1,487,516	1,275,211
Other current assets	59,648	83,197
Total current assets	3,572,145	2,929,675
Property, plant and equipment, net	2,708,777	2,787,215
Restricted cash	17,092	18,060
Intangible assets, net	263,357	283,977
Goodwill	388,518	393,351
Other assets	10,848	11,454
Total assets	6,960,737	6,423,732
Current liabilities
Accounts payable	512,290	382,126
Accounts payable-related parties	16,393	13,070
Income taxes payable	5,596	5,593
Accrued payroll and benefits	171,508	164,543
Accrued interest	49,380	30,295
Accrued expenses	128,701	113,556
Current maturities of long-term debt	182,661	3,632
Total current liabilities	1,066,529	712,815
Long-term debt	2,351,483	2,353,194
Deferred income taxes	461,399	448,375
Other liabilities	20,305	20,649
Total liabilities	3,899,716	3,535,033
Commitments and contingencies
Redeemable noncontrolling interests	111,240	111,240
Equity
Common stock voting, $.0025 par value; 900,000,000 shares authorized; 264,161,359 and 264,130,544 shares issued; and 236,951,784 and 243,785,4 shares outstanding, as of September 30, 2017 and December 31, 2016, respectively	641	641
Treasury stock, at cost; 27,209,575 and 20,345,059 shares, as of September 30, 2017 and December 31, 2016 respectively	(650,210)	(416,829)
Additional paid-in capital	1,147,463	1,132,749
Retained earnings	2,606,831	2,210,459
Total Steel Dynamics, Inc. equity	3,104,725	2,927,020
Noncontrolling interests	(154,944)	(149,561)
Total equity	2,949,781	2,777,459
Total liabilities and equity	$ 6,960,737	$ 6,423,732

XML

CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Sep. 30, 2017	Dec. 31, 2016
CONSOLIDATED BALANCE SHEETS
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)	264,161,359	264,130,544
Common stock voting, shares outstanding (in shares)	236,951,784	243,785,485
Treasury stock, shares (in shares)	27,209,575	20,345,059

XML

CONSOLIDATED STATEMENTS OF INCOME - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Net sales
Unrelated parties	$ 2,399,116	$ 2,060,596	$ 7,066,083	$ 5,737,584
Related parties	44,266	40,714	136,235	128,929
Total net sales	2,443,382	2,101,310	7,202,318	5,866,513
Costs of goods sold	2,046,864	1,692,807	5,941,128	4,841,591
Gross profit	396,518	408,503	1,261,190	1,024,922
Selling, general and administrative expenses	97,056	95,185	298,422	279,899
Profit sharing	21,175	22,255	69,714	51,722
Amortization of intangible assets	7,272	7,208	22,120	21,359
Operating income	271,015	283,855	870,934	671,942
Interest expense, net of capitalized interest	34,177	36,199	102,019	109,888
Other expense (income), net	2,526	4,351	(4,968)	741
Income before income taxes	234,312	243,305	773,883	561,313
Income tax expense	83,300	88,892	271,258	205,139
Net income	151,012	154,413	502,625	356,174
Net loss attributable to noncontrolling interests	2,246	2,984	5,383	5,929
Net income attributable to Steel Dynamics, Inc.	$ 153,258	$ 157,397	$ 508,008	$ 362,103
Basic earnings per share attributable to Steel Dynamics, Inc. stockholders	$ 0.64	$ 0.65	$ 2.11	$ 1.49
Weighted average common shares outstanding - basic (in shares)	239,066	243,761	241,117	243,539
Diluted earnings per share attributable to Steel Dynamics, Inc. stockholders, including the effect of assumed conversions when dilutive (in dollars per share)	$ 0.64	$ 0.64	$ 2.09	$ 1.48
Weighted average common shares and share equivalents outstanding (in shares)	240,880	245,682	242,816	245,227
Dividends declared per share (in dollars per share)	$ 0.155	$ 0.140	$ 0.465	$ 0.420

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CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Operating activities:
Net income	$ 151,012	$ 154,413	$ 502,625	$ 356,174
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	75,210	74,190	224,068	222,970
Equity-based compensation	6,875	5,946	24,558	23,716
Deferred income taxes	3,284	18,478	17,849	53,879
Other adjustments	8,202	161	8,055	1,376
Changes in certain assets and liabilities:
Accounts receivable	(36,123)	29,384	(193,233)	(149,810)
Inventories	(67,285)	(76,013)	(211,726)	(102,339)
Other assets	(9,234)	694	(1,703)	11,855
Accounts payable	44,887	(49,171)	133,251	117,220
Income taxes receivable/payable	(12,929)	(7,421)	5,803	40,960
Accrued expenses	62,249	45,701	38,058	69,361
Net cash provided by operating activities	226,148	196,362	547,605	645,362
Investing activities:
Purchases of property, plant and equipment	(42,795)	(59,774)	(127,746)	(123,168)
Acquisition of business, net of cash acquired	(5,518)	(109,065)	(5,518)	(109,065)
Other investing activities	1,081	1,507	30,386	5,767
Net cash used in investing activities	(47,232)	(167,332)	(102,878)	(226,466)
Financing activities:
Issuance of current and long-term debt	450,215	12,911	501,448	97,018
Repayment of current and long-term debt	(294,913)	(9,999)	(331,339)	(95,253)
Dividends paid	(37,180)	(34,124)	(108,837)	(101,639)
Purchases of treasury stock	(99,085)		(237,154)
Other financing activities	(4,832)	1,005	(8,364)	5,435
Net cash provided by (used in) financing activities	14,205	(30,207)	(184,246)	(94,439)
Increase (decrease) in cash and equivalents	193,121	(1,177)	260,481	324,457
Cash and equivalents at beginning of period	908,843	1,052,666	841,483	727,032
Cash and equivalents at end of period	1,101,964	1,051,489	1,101,964	1,051,489
Supplemental disclosure information:
Cash paid for interest	13,530	26,225	80,155	97,605
Cash paid for income taxes, net	$ 93,123	$ 75,860	$ 246,793	$ 104,124

XML

Description of the Business and Significant Accounting Policies

9 Months Ended

Sep. 30, 2017

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 operations, and steel fabrication operations.

Steel Operations Segment.  Steel operations include the company’s Butler Flat Roll Division, Columbus Flat Roll Division, The Techs galvanizing lines, Structural and Rail Division, Engineered Bar Products Division, Vulcan Threaded Products, Inc. – acquired August 1, 2016, Roanoke Bar Division, Steel of West Virginia, and Iron Dynamics, a liquid pig iron (scrap substitute) production facility that supplies solely the Butler Flat Roll Division. These operations include electric arc furnace steel mills, producing steel from ferrous scrap and scrap substitutes, utilizing continuous casting, automated rolling mills and numerous downstream coating and bar processing lines. Steel operations accounted for 73% and 74% of the company’s consolidated external net sales during the three months ended September 30, 2017 and 2016, respectively, and 73% and 72% of the company’s consolidated external net sales during the nine months ended September 30, 2017 and 2016, respectively.

Metals Recycling Operations Segment. Metals recycling operations consists solely of OmniSource Corporation (OmniSource), and includes both ferrous and nonferrous processing, transportation, marketing, brokerage, and consulting services. Metals recycling operations accounted for 14% and 15% of the company’s consolidated external net sales during the three months ended September 30, 2017 and 2016, respectively, and 15% of the company’s consolidated external net sales for the nine months ended September 30, 2017 and 2016.

Steel Fabrication Operations Segment.  Steel fabrication operations include the company’s New Millennium Building Systems’ joist and deck plants located throughout the United States, and in Northern Mexico. Revenues from these plants are generated from the fabrication of trusses, girders, steel joists and steel deck used within the non-residential construction industry. Steel fabrication operations accounted for 9% and 8% of the company’s consolidated external net sales during the three months ended September 30, 2017 and 2016, respectively, and 8% and 9% during the nine months ended September 30, 2017 and 2016, respectively.

Other. Other operations consists of subsidiary operations that are below the quantitative thresholds required for reportable segments and primarily consist of our idled Minnesota ironmaking operations and other smaller joint ventures. Also included in “Other” are certain unallocated corporate accounts, such as the company’s senior secured credit facility, senior notes, certain other investments and certain profit sharing expenses.

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; unrecognized 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, 2016.

Note 1.  Description of the Business and Significant Accounting Policies (Continued)

Goodwill.  The company’s goodwill is allocated to the following reporting units at September 30, 2017, and December 31, 2016, (in thousands):

	September 30,		December 31,
	2017		2016
Steel Operations Segment:
Columbus Flat Roll Division	$	19,682	$	19,682
The Techs		142,783		142,783
Vulcan Threaded Products		7,824		7,824
Roanoke Bar Division		29,041		29,041
Metals Recycling Operations Segment:
Butler Flat Roll Division, Structural and Rail Division, and
Engineered Bar Division		95,000		95,000
OmniSource		92,263		97,096
Steel Fabrication Operations Segment		1,925		1,925
	$	388,518	$	393,351

OmniSource goodwill decreased $4.8 million from December 31, 2016 to September 30, 2017, in recognition of the 2017 tax benefit related to the normal amortization of the component of OmniSource tax-deductible goodwill in excess of book goodwill.

Recently Adopted/Issued Accounting Standards

In July 2015, the FASB issued ASU 2015-11, Inventory (Topic 330): Simplifying the Measurement of Inventory (ASU 2015-11), which requires an entity to measure inventory at the lower of cost and net realizable value, rather than at the lower of cost or market. The company adopted ASU 2015-11 as required in the first quarter of 2017 on a prospective basis, and the adoption had no impact on its financial condition, results of operations, or cash flow. 

In May 2014, the FASB issued ASU 2014-09, which is codified in ASC 606, Revenue Recognition – Revenue from Contracts with Customers, which amends the guidance in former ASC 605, Revenue Recognition.  FASB has since issued clarifying guidance in the form of ASU 2016-08, Revenue from Contracts with Customers: Principal versus Agent Consideration (Reporting Revenue Gross versus Net), ASU 2016-10, Revenue from Contract with Customers : Identifying Performance Obligations and Licensing, and ASU 2016-12, Revenue from Contracts with Customers: Narrow-Scope Improvements and Practical Expedients, collectively (ASC 606). The core principle of ASC 606 is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. ASC 606 also requires additional disclosures to help users of financial statements better understand the nature, amount, timing, and potential uncertainty of revenue that is recognized. ASC 606 guidance is effective for annual and interim periods beginning after December 15, 2017, but can be early adopted for annual and interim periods ending after December 15, 2016, using a full retrospective or modified retrospective approach.  The company is finalizing its adoption plan in which it has identified current revenue streams and analyzed those revenue streams pursuant to the new accounting requirements. The company will complete the adoption plan during the fourth quarter of 2017, including assessment of new required disclosures.  Based on our analysis within the adoption plan completed to date, the company does not believe there will be significant change in the amount or timing of revenue recognized under the new standard, or significant changes required to the company’s functions, processes or systems. The company intends to adopt ASU 2014-09 effective January 1, 2018, using the modified retrospective approach. 

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842): which establishes a new lease accounting model that requires lessees to recognize a right of use asset and related lease liability for most leases having lease terms of more than 12 months (ASU 2016-02).  Leases with a term of 12 months or less will be accounted for similar to existing guidance for operating leases.  This new guidance is effective for annual and interim periods beginning after December 15, 2018, but can be early adopted.  The company is currently evaluating the impact of the provisions of ASU 2016-02, including the timing of adoption. 

Reclassifications

The company early adopted, effective December 31, 2016, Improvement to Employee Share-based Payment Accounting (ASU 2016-09). Cash paid to tax authorities from shares withheld to satisfy the company’s statutory income tax withholding obligation of $2.2 million were reclassified to financing activities from operating activities in the nine-month period ended September 30, 2016, statement of cash flows.

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Earnings Per Share

9 Months Ended

Sep. 30, 2017

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 restricted stock units, deferred stock units, stock options and other equity-based awards; and are excluded from the computation in periods in which they have an anti-dilutive effect. There were no anti-dilutive common share equivalents at or for the three and nine months ended September 30, 2017 and 2016.

The following tables present a reconciliation of the numerators and the denominators of the company’s basic and diluted earnings per share computations for the three and nine months ended September 30, 2017 and 2016 (in thousands, except per share data):

	Three Months Ended September 30,
	2017					2016
	Net Income		Shares	Per Share		Net Income		Shares	Per Share
	(Numerator)		(Denominator)	Amount		(Numerator)		(Denominator)	Amount
Basic earnings per share	$	153,258	239,066	$	0.64	$	157,397	243,761	$	0.65
Dilutive common share equivalents		-	1,814				-	1,921
Diluted earnings per share	$	153,258	240,880	$	0.64	$	157,397	245,682	$	0.64

	Nine Months Ended September 30,
	2017						2016
	Net Income		Shares		Per Share		Net Income		Shares		Per Share
	(Numerator)		(Denominator)		Amount		(Numerator)		(Denominator)		Amount
Basic earnings per share	$	508,008		241,117	$	2.11	$	362,103		243,539	$	1.49
Dilutive common share equivalents		-		1,699				-		1,688
Diluted earnings per share	$	508,008		242,816	$	2.09	$	362,103		245,227	$	1.48

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Inventories

9 Months Ended

Sep. 30, 2017

Inventories

Inventories

Note 3.  Inventories

Inventories are stated at lower of cost or net realizable value. Cost is determined using a weighted average cost method for raw materials and supplies, and on a first-in, first-out, basis for other inventory. Inventory consisted of the following (in thousands):

	September 30,		December 31,
	2017		2016
Raw materials	$	677,187	$	515,924
Supplies		376,984		383,134
Work in progress		119,735		103,606
Finished goods		313,610		272,547
Total inventories	$	1,487,516	$	1,275,211

XML

Debt

9 Months Ended

Sep. 30, 2017

Debt

Debt

Note 4.  Debt

In September 2017, the company issued $350.0 million of 4.125% senior notes due 2025 (the "2025 Notes"), the proceeds of which, along with available cash, were used to fund the September 2017 tender to purchase at a redemption price of 103.563%,$182.9 million principal amount, plus accrued and unpaid interest to, but not including, the date of repurchase, of the company's 6.375% senior notes due 2022 (the "2022 Notes"), and the October 2017 call and repayment at a redemption price of 103.188% of the $167.1 million remaining outstanding principal amount of the 2022 Notes, plus accrued and unpaid interest to, but not including, the date of repayment. The $167.1 remaining outstanding principal amount is included in current maturities of long-term debt in the company’s September 30, 2017, balance sheet.  The company recorded expenses related to tender premiums, write off of unamortized debt issuance costs, and other expenses of $8.0 million, which are reflected in other expenses in the consolidated statements of income for the three- and nine-months ended September 30, 2017. Additional call premiums of $6.6 million related to the October 2017 call and repayment will be recorded as other expenses in the consolidated statements of income for the three months and year ended

December 31, 2017.

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Changes in Equity

9 Months Ended

Sep. 30, 2017

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 and redeemable amounts attributable to the noncontrolling interests (in thousands):

	Stockholders of Steel Dynamics, Inc.
					Additional								Redeemable
	Common		Treasury		Paid-In		Retained		Noncontrolling		Total		Noncontrolling
	Stock		Stock		Capital		Earnings		Interests		Equity		Interests
Balances at December 31, 2016	$	641	$	(416,829)	$	1,132,749	$	2,210,459	$	(149,561)	$	2,777,459	$	111,240
Dividends declared		-		-		-		(111,435)		-		(111,435)		-
Share repurchases		-		(237,154)		-		-		-		(237,154)		-
Equity-based compensation		-		3,773		14,714		(201)		-		18,286		-
Comprehensive and net income (loss)		-		-		-		508,008		(5,383)		502,625		-
Balances at September 30, 2017	$	641	$	(650,210)	$	1,147,463	$	2,606,831	$	(154,944)	$	2,949,781	$	111,240

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Derivative Financial Instruments

9 Months Ended

Sep. 30, 2017

Derivative Financial Instruments

Derivative Financial Instruments

Note 6.  Derivative Financial Instruments

The company is exposed to certain risks relating to its ongoing business operations. The company utilizes derivative instruments to mitigate commodity margin risk, interest rate risk and foreign currency exchange rate risk. The company routinely enters into forward exchange traded futures and option contracts to manage the price risk associated with nonferrous metals inventory as well as purchases and sales of nonferrous metals (primarily aluminum and copper).  The company offsets fair value amounts recognized for derivative instruments executed with the same counterparty under master netting agreements. 

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 a futures contract, it means the company has more futures contracts sold than futures contracts purchased for the underlying commodity. The following summarizes the company’s futures contract commitments as of September 30, 2017:  

Commodity Futures	Long/Short	Metric Tons
Aluminum	Long	1,275
Aluminum	Short	2,250
Copper	Long	4,251
Copper	Short	21,727

The following summarizes the location and amounts of the fair values reported on the company’s balance sheets as of September 30, 2017, and December 31, 2016, and gains and losses related to derivatives included in the company’s statement of income for the three and nine months ended September 30, 2017 and 2016 (in thousands):

Note 6.  Derivative Financial Instruments (Continued)

	Asset Derivatives					Liability Derivatives
	Balance sheet	Fair Value				Fair Value
	location	September 30, 2017		December 31, 2016		September 30, 2017		December 31, 2016
Derivative instruments designated
as fair value hedges
Commodity futures	Other current assets	$	2,576	$	2,910	$	396	$	1,300
Derivative instruments not designated
as hedges
Commodity futures	Other current assets		1,573		1,150		497		783
Total derivative instruments		$	4,149	$	4,060	$	893	$	2,083

The fair value of the above derivative instruments along with required margin deposit amounts with the same counterparty under master netting arrangements totaled $6.0 million at September 30, 2017, and $3.2 million at December 31, 2016, are reflected in other current assets in the consolidated balance sheets.

		Amount of gain (loss) recognized					Location of gain	Amount of gain (loss) recognized
	Location of gain	in income on derivatives					(loss) recognized	in income on related hedged items
	(loss) recognized	for the three months ended				Hedged items in	in income on	for the three months ended
	in income on	September 30,		September 30,		fair value hedge	related hedged	September 30,		September 30,
	derivatives	2017		2016		relationships	items	2017		2016
Derivatives in fair value
hedging relationships
Commodity futures	Costs of goods sold	$	4,122	$	826	Firm commitments	Costs of goods sold	$	(1,711)	$	(793)
						Inventory	Costs of goods sold		(1,330)		(177)
Derivatives not designated								$	(3,041)	$	(970)
as hedging instruments
Commodity futures	Costs of goods sold	$	(10,566)	$	(638)

		Amount of gain (loss) recognized					Location of gain	Amount of gain (loss) recognized
	Location of gain	in income on derivatives					(loss) recognized	in income on related hedged items
	(loss) recognized	for the nine months ended				Hedged items in	in income on	for the nine months ended
	in income on	September 30,		September 30,		fair value hedge	on related	September 30,		September 30,
	derivatives	2017		2016		relationships	hedged items	2017		2016
Derivatives in fair value
hedging relationships
Commodity futures	Costs of goods sold	$	571	$	1,281	Firm commitments	Costs of goods sold	$	995	$	(2,223)
						Inventory	Costs of goods sold		179		642
Derivatives not designated								$	1,174	$	(1,581)
as hedging instruments
Commodity futures	Costs of goods sold	$	(12,528)	$	(394)

Derivatives accounted for as fair value hedges had ineffectiveness resulting in losses of $35,000 and $84,000 during the three-month periods ended September 30, 2017 and 2016, respectively; and a gain of $62,000 and loss of  $175,000 during the nine-month periods ended September 30, 2017 and 2016, respectively.  Gains excluded from hedge effectiveness testing of $1.1 million decreased cost of goods sold during the three-month period ended September 30, 2017, and losses excluded from hedge effectiveness testing of $60,000 increased costs of goods sold during the three-month period ended September 30, 2016.  Gains of $1.7 million decreased costs of goods sold during the nine-month period ended September 30, 2017, and losses of $125,000 increased costs of goods sold during the nine month period ended September 30, 2016.   

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Fair Value Measurements

9 Months Ended

Sep. 30, 2017

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 on a recurring basis in the consolidated balance sheet and the respective levels to which the fair value measurements are classified within the fair value hierarchy as of September 30, 2017, and December 31, 2016 (in thousands):    

			Quoted Prices		Significant
			in Active		Other		Significant
			Markets for		Observable		Unobservable
			Identical Assets		Inputs		Inputs
	Total		(Level 1)		(Level 2)		(Level 3)
September 30, 2017
Commodity futures – financial assets	$	4,149	$	-	$	4,149	$	-
Commodity futures – financial liabilities		893		-		893		-
December 31, 2016
Commodity futures – financial assets	$	4,060	$	-	$	4,060	$	-
Commodity futures – financial liabilities		2,083		-		2,083		-

The carrying amounts of financial instruments including cash and equivalents approximate fair value. The fair values of commodity futures contracts are estimated by the use of quoted market prices, estimates obtained from brokers, and other appropriate valuation techniques based on references available. The fair value of long-term debt, including current maturities, as determined by quoted market prices (Level 2), was approximately $2.6 billion and $2.5 billion at September 30, 2017 and December 31, 2016, respectively (with a corresponding carrying amount in the consolidated balance sheet of $2.5 and $2.4 billion at September 30, 2017, and December 31, 2016, respectively).

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Commitments and Contingencies

9 Months Ended

Sep. 30, 2017

Commitments and Contingencies

Commitments and Contingencies

Note 8.  Commitments and Contingencies

The company is involved in various routine litigation matters, including administrative proceedings, regulatory proceedings, governmental investigations, environmental matters, and commercial and construction contract disputes, none of which are expected to have a material impact on our financial condition, results of operations, or liquidity. 

XML

Segment Information

9 Months Ended

Sep. 30, 2017

Segment Information

Segment Information

Note 9.  Segment Information

The company’s operations are primarily organized and managed by reportable operating segments, which are steel operations, metals recycling operations, and steel fabrication operations. The segment operations are more fully described in Note 1 to these financial statements. 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 these financial statements. Intra‑segment sales and any related profits are eliminated in consolidation. Amounts included in the category “Other” are from subsidiary operations that are below the quantitative thresholds required for reportable segments and primarily consist of our Minnesota ironmaking operations and several small joint ventures. In addition, “Other” also includes certain unallocated corporate accounts, such as the company’s senior secured credit facility, senior notes, certain other investments and certain profit sharing expenses.

Note 9.  Segment Information (Continued)

The company’s segment results are as follows (in thousands):

			Metals		Steel
For the three months ended	Steel		Recycling		Fabrication
September 30, 2017	Operations		Operations		Operations		Other			Eliminations			Consolidated
Net Sales
External	$	1,700,707	$	301,422	$	211,271	$	101,057		$	-		$	2,314,457
External Non-U.S.		82,098		46,793		34		-			-			128,925
Other segments		65,321		360,982		89		116			(426,508)			-
		1,848,126		709,197		211,394		101,173			(426,508)			2,443,382
Operating income (loss)		276,547		17,624		21,862		(44,326)	(1)		(692)			271,015
Income (loss) before income taxes		255,539		16,020		20,199		(56,754)			(692)			234,312
Depreciation and amortization		57,644		12,020		2,866		2,680			-			75,210
Capital expenditures		31,654		8,589		1,524		1,028			-			42,795
As of September 30, 2017
Assets	$	4,353,904	$	1,032,018	$	381,931	$	1,346,968	(2)	$	(154,084)	(3)	$	6,960,737

	Footnotes related to the three months ended September 30, 2017, segment results (in millions):
(1)	Corporate SG&A	$	(12.1)	(3)	Elimination of intra-company receivables	$	(130.4)
	Company-wide equity-based compensation		(6.8)		Elimination of intra-company debt		(10.7)
	Profit sharing		(20.2)		Other		(13.0)
	Other, net		(5.2)			$	(154.1)
		$	(44.3)
(2)	Cash and equivalents	$	1,065.9
	Accounts receivable		14.0
	Inventories		42.8
	Property, plant and equipment, net		162.4
	Intra-company debt		10.7
	Other		51.2
		$	1,347.0

Note 9.  Segment Information (Continued)

			Metals		Steel
For the three months ended	Steel		Recycling		Fabrication
September 30, 2016	Operations		Operations		Operations		Other			Eliminations		Consolidated
Net Sales
External	$	1,502,726	$	260,518	$	177,341	$	60,282		$	-	$	2,000,867
External Non-U.S.		54,776		45,574		88		5			-		100,443
Other segments		70,384		259,171		1,211		1,108			(331,874)		-
		1,627,886		565,263		178,640		61,395			(331,874)		2,101,310
Operating income (loss)		307,553		6,154		17,744		(47,687)	(1)		91		283,855
Income (loss) before income taxes		285,131		2,437		15,645		(59,999)			91		243,305
Depreciation and amortization		53,456		13,836		2,848		4,101			(51)		74,190
Capital expenditures		49,200		9,506		747		321			-		59,774

Footnotes related to the three months ended September 30, 2016, segment results (in millions):
(1)	Corporate SG&A	$	(12.6)
	Company-wide equity-based compensation		(6.1)
	Profit sharing		(21.0)
	Other, net		(8.0)
		$	(47.7)

			Metals		Steel
For the nine months ended	Steel		Recycling		Fabrication
September 30, 2017	Operations		Operations		Operations		Other			Eliminations		Consolidated
Net Sales
External	$	5,025,310	$	910,830	$	603,140	$	281,091		$	-	$	6,820,371
External Non-U.S.		237,070		144,750		127		-			-		381,947
Other segments		183,374		1,067,770		244		1,065			(1,252,453)		-
		5,445,754		2,123,350		603,511		282,156			(1,252,453)		7,202,318
Operating income (loss)		895,008		51,968		65,735		(141,406)	(1)		(371)		870,934
Income (loss) before income taxes		830,865		46,674		61,171		(164,456)			(371)		773,883
Depreciation and amortization		170,125		37,048		8,743		8,152			-		224,068
Capital expenditures		101,939		18,539		5,748		1,520			-		127,746

Footnotes related to the nine months ended September 30, 2017, segment results (in millions):
(1)	Corporate SG&A	$	(37.9)
	Company-wide equity-based compensation		(23.5)
	Profit sharing		(66.8)
	Other, net		(13.2)
		$	(141.4)

Note 9.  Segment Information (Continued)

			Metals		Steel
For the nine months ended	Steel		Recycling		Fabrication
September 30, 2016	Operations		Operations		Operations		Other			Eliminations			Consolidated
Net Sales
External	$	4,068,688	$	769,260	$	527,859	$	210,358		$	-		$	5,576,165
External Non-U.S.		172,694		117,299		167		188			-			290,348
Other segments		178,190		756,613		2,415		3,603			(940,821)			-
		4,419,572		1,643,172		530,441		214,149			(940,821)			5,866,513
Operating income (loss)		712,939		20,014		73,230		(125,186)	(1)		(9,055)	(2)		671,942
Income (loss) before income taxes		645,189		10,300		67,175		(152,296)			(9,055)			561,313
Depreciation and amortization		159,614		42,666		8,431		12,413			(154)			222,970
Capital expenditures		103,202		17,068		1,918		980			-			123,168

Footnotes related to the nine months ended September 30, 2016, segment results (in millions):
(1)	Corporate SG&A	$	(38.5)	(2)	Gross profit decrease from intra-company sales	$	(9.1)
	Company-wide equity-based compensation		(20.4)
	Profit sharing		(47.7)
	Other, net		(18.6)
		$	(125.2)

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Condensed Consolidating Information

9 Months Ended

Sep. 30, 2017

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 unsecured notes due 2021, 2023, 2024, 2025 and 2026. 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 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, 2016.

Condensed Consolidating Balance Sheets (in thousands)
					Combined		Consolidating		Total
As of September 30, 2017	Parent		Guarantors		Non-Guarantors		Adjustments		Consolidated
Cash and equivalents	$	1,064,499	$	32,968	$	4,497	$	-	$	1,101,964
Accounts receivable, net		294,753		1,450,968		48,082		(870,786)		923,017
Inventories		669,076		754,526		72,990		(9,076)		1,487,516
Other current assets		36,828		21,404		5,124		(3,708)		59,648
Total current assets		2,065,156		2,259,866		130,693		(883,570)		3,572,145
Property, plant and equipment, net		873,015		1,634,215		201,547		-		2,708,777
Intangible assets, net		-		231,838		31,519		-		263,357
Goodwill		-		380,695		7,823		-		388,518
Other assets, including investments in subs		2,611,965		7,060		5,578		(2,596,663)		27,940
Total assets	$	5,550,136	$	4,513,674	$	377,160	$	(3,480,233)	$	6,960,737
Accounts payable	$	196,177	$	348,347	$	106,208	$	(122,049)	$	528,683
Accrued expenses		224,156		251,694		9,437		(130,102)		355,185
Current maturities of long-term debt		167,840		-		40,482		(25,661)		182,661
Total current liabilities		588,173		600,041		156,127		(277,812)		1,066,529
Long-term debt		2,324,240		-		172,243		(145,000)		2,351,483
Other liabilities		(467,002)		983,737		27,238		(62,269)		481,704
Total liabilities		2,445,411		1,583,778		355,608		(485,081)		3,899,716
Redeemable noncontrolling interests		-		-		111,240		-		111,240
Common stock		641		1,727,859		14,908		(1,742,767)		641
Treasury stock		(650,210)		-		-		-		(650,210)
Additional paid-in-capital		1,147,463		128,076		791,196		(919,272)		1,147,463
Retained earnings (deficit)		2,606,831		1,073,961		(740,848)		(333,113)		2,606,831
Total Steel Dynamics, Inc. equity		3,104,725		2,929,896		65,256		(2,995,152)		3,104,725
Noncontrolling interests		-		-		(154,944)		-		(154,944)
Total equity		3,104,725		2,929,896		(89,688)		(2,995,152)		2,949,781
Total liabilities and equity	$	5,550,136	$	4,513,674	$	377,160	$	(3,480,233)	$	6,960,737

Note 10.  Condensed Consolidating Information (Continued)

					Combined		Consolidating		Total
As of December 31, 2016	Parent		Guarantors		Non-Guarantors		Adjustments		Consolidated
Cash and equivalents	$	766,685	$	54,677	$	20,121	$	-	$	841,483
Accounts receivable, net		229,148		1,257,245		23,689		(780,298)		729,784
Inventories		587,319		639,148		58,696		(9,952)		1,275,211
Other current assets		45,049		36,062		4,447		(2,361)		83,197
Total current assets		1,628,201		1,987,132		106,953		(792,611)		2,929,675
Property, plant and equipment, net		899,370		1,679,751		208,094		-		2,787,215
Intangible assets, net		-		251,919		32,058		-		283,977
Goodwill		-		385,527		7,824		-		393,351
Other assets, including investments in subs		2,769,884		7,335		5,832		(2,753,537)		29,514
Total assets	$	5,297,455	$	4,311,664	$	360,761	$	(3,546,148)	$	6,423,732
Accounts payable	$	141,089	$	265,764	$	89,659	$	(101,316)	$	395,196
Accrued expenses		198,085		220,917		8,793		(113,808)		313,987
Current maturities of long-term debt		674		700		29,347		(27,089)		3,632
Total current liabilities		339,848		487,381		127,799		(242,213)		712,815
Long-term debt		2,324,298		-		168,566		(139,670)		2,353,194
Other liabilities		(293,711)		1,219,444		42,482		(499,191)		469,024
Total liabilities		2,370,435		1,706,825		338,847		(881,074)		3,535,033
Redeemable noncontrolling interests		-		-		111,240		-		111,240
Common stock		641		1,727,859		14,908		(1,742,767)		641
Treasury stock		(416,829)		-		-		-		(416,829)
Additional paid-in-capital		1,132,749		128,076		779,678		(907,754)		1,132,749
Retained earnings (deficit)		2,210,459		748,904		(734,351)		(14,553)		2,210,459
Total Steel Dynamics, Inc. equity		2,927,020		2,604,839		60,235		(2,665,074)		2,927,020
Noncontrolling interests		-		-		(149,561)		-		(149,561)
Total equity		2,927,020		2,604,839		(89,326)		(2,665,074)		2,777,459
Total liabilities and equity	$	5,297,455	$	4,311,664	$	360,761	$	(3,546,148)	$	6,423,732

Note 10.  Condensed Consolidating Information (Continued)

Condensed Consolidating Statements of Operations (in thousands)
For the three months ended,					Combined		Consolidating		Total
September 30, 2017	Parent		Guarantors		Non-Guarantors		Adjustments		Consolidated
Net sales	$	946,136	$	2,641,067	$	161,556	$	(1,305,377)	$	2,443,382
Costs of goods sold		763,310		2,402,670		157,564		(1,276,680)		2,046,864
Gross profit		182,826		238,397		3,992		(28,697)		396,518
Selling, general and administrative		51,464		74,151		4,896		(5,008)		125,503
Operating income (loss)		131,362		164,246		(904)		(23,689)		271,015
Interest expense, net of capitalized interest		18,831		14,481		3,181		(2,316)		34,177
Other (income) expense, net		2,660		(2,492)		42		2,316		2,526
Income (loss) before income taxes and
equity in net income of subsidiaries		109,871		152,257		(4,127)		(23,689)		234,312
Income taxes		35,309		55,183		1,169		(8,361)		83,300
		74,562		97,074		(5,296)		(15,328)		151,012
Equity in net income of subsidiaries		78,696		-		-		(78,696)		-
Net loss attributable to noncontrolling interests		-		-		2,246		-		2,246
Net income (loss) attributable to Steel Dynamics, Inc.	$	153,258	$	97,074	$	(3,050)	$	(94,024)	$	153,258

For the three months ended,					Combined		Consolidating		Total
September 30, 2016	Parent		Guarantors		Non-Guarantors		Adjustments		Consolidated
Net sales	$	845,585	$	2,258,466	$	96,409	$	(1,099,150)	$	2,101,310
Costs of goods sold		647,983		2,016,874		100,470		(1,072,520)		1,692,807
Gross profit (loss)		197,602		241,592		(4,061)		(26,630)		408,503
Selling, general and administrative		52,995		72,605		4,134		(5,086)		124,648
Operating income (loss)		144,607		168,987		(8,195)		(21,544)		283,855
Interest expense, net of capitalized interest		17,818		17,741		2,847		(2,207)		36,199
Other (income) expense, net		2,342		3,937		(4,135)		2,207		4,351
Income (loss) before income taxes and
equity in net income of subsidiaries		124,447		147,309		(6,907)		(21,544)		243,305
Income taxes		40,242		55,684		797		(7,831)		88,892
		84,205		91,625		(7,704)		(13,713)		154,413
Equity in net income of subsidiaries		73,192		-		-		(73,192)		-
Net loss attributable to noncontrolling interests		-		-		2,984		-		2,984
Net income (loss) attributable to Steel Dynamics, Inc.	$	157,397	$	91,625	$	(4,720)	$	(86,905)	$	157,397

Note 10.  Condensed Consolidating Information (Continued)

For the nine months ended,					Combined		Consolidating		Total
September 30, 2017	Parent		Guarantors		Non-Guarantors		Adjustments		Consolidated
Net sales	$	2,797,557	$	7,827,981	$	449,902	$	(3,873,122)	$	7,202,318
Costs of goods sold		2,241,936		7,054,938		432,657		(3,788,403)		5,941,128
Gross profit (loss)		555,621		773,043		17,245		(84,719)		1,261,190
Selling, general and administrative		164,061		226,153		15,253		(15,211)		390,256
Operating income (loss)		391,560		546,890		1,992		(69,508)		870,934
Interest expense, net of capitalized interest		55,353		44,245		9,494		(7,073)		102,019
Other (income) expense, net		(4,463)		(7,305)		(273)		7,073		(4,968)
Income (loss) before income taxes and
equity in net income of subsidiaries		340,670		509,950		(7,229)		(69,508)		773,883
Income taxes		106,036		184,891		4,651		(24,320)		271,258
		234,634		325,059		(11,880)		(45,188)		502,625
Equity in net income of subsidiaries		273,374		-		-		(273,374)		-
Net loss attributable to noncontrolling interests		-		-		5,383		-		5,383
Net income (loss) attributable to Steel Dynamics, Inc.	$	508,008	$	325,059	$	(6,497)	$	(318,562)	$	508,008

For the nine months ended,					Combined		Consolidating		Total
September 30, 2016	Parent		Guarantors		Non-Guarantors		Adjustments		Consolidated
Net sales	$	2,297,389	$	6,322,158	$	271,694	$	(3,024,728)	$	5,866,513
Costs of goods sold		1,823,408		5,676,265		286,486		(2,944,568)		4,841,591
Gross profit (loss)		473,981		645,893		(14,792)		(80,160)		1,024,922
Selling, general and administrative		145,596		212,613		9,352		(14,581)		352,980
Operating income (loss)		328,385		433,280		(24,144)		(65,579)		671,942
Interest expense, net of capitalized interest		53,842		54,493		7,558		(6,005)		109,888
Other (income) expense, net		(2,137)		8,012		(11,139)		6,005		741
Income (loss) before income taxes and
equity in net income of subsidiaries		276,680		370,775		(20,563)		(65,579)		561,313
Income taxes (benefit)		89,210		139,958		(63)		(23,966)		205,139
		187,470		230,817		(20,500)		(41,613)		356,174
Equity in net income of subsidiaries		174,633		-		-		(174,633)		-
Net loss attributable to noncontrolling interests						5,929				5,929
Net income (loss) attributable to Steel Dynamics, Inc.	$	362,103	$	230,817	$	(14,571)	$	(216,246)	$	362,103

Note 10.  Condensed Consolidating Information (Continued)

Condensed Consolidating Statements of Cash Flows (in thousands)
For the nine months ended,					Combined		Consolidating		Total
September 30, 2017	Parent		Guarantors		Non-Guarantors		Adjustments		Consolidated
Net cash provided (used in) by operating activities	$	126,267	$	434,450	$	(17,762)	$	4,650	$	547,605
Net cash used in investing activities		(48,799)		(50,975)		(7,006)		3,902		(102,878)
Net cash provided by (used in) financing activities		220,346		(405,184)		9,144		(8,552)		(184,246)
Increase (decrease) in cash and equivalents		297,814		(21,709)		(15,624)		-		260,481
Cash and equivalents at beginning of period		766,685		54,677		20,121		-		841,483
Cash and equivalents at end of period	$	1,064,499	$	32,968	$	4,497	$	-	$	1,101,964

For the nine months ended,					Combined		Consolidating		Total
September 30, 2016	Parent		Guarantors		Non-Guarantors		Adjustments		Consolidated
Net cash provided by operating activities	$	282,918	$	358,657	$	52	$	3,735	$	645,362
Net cash used in investing activities		(143,427)		(81,983)		(3,935)		2,879		(226,466)
Net cash provided by (used in) financing activities		196,242		(297,596)		13,529		(6,614)		(94,439)
Increase (decrease) in cash and equivalents		335,733		(20,922)		9,646		-		324,457
Cash and equivalents at beginning of period		636,877		81,976		8,179		-		727,032
Cash and equivalents at end of period	$	972,610	$	61,054	$	17,825	$	-	$	1,051,489

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Description of the Business and Summary of Significant Accounting Policies (Policies)

9 Months Ended

Sep. 30, 2017

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; unrecognized 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, 2016.

Goodwill

Goodwill.  The company’s goodwill is allocated to the following reporting units at September 30, 2017, and December 31, 2016, (in thousands):

	September 30,		December 31,
	2017		2016
Steel Operations Segment:
Columbus Flat Roll Division	$	19,682	$	19,682
The Techs		142,783		142,783
Vulcan Threaded Products		7,824		7,824
Roanoke Bar Division		29,041		29,041
Metals Recycling Operations Segment:
Butler Flat Roll Division, Structural and Rail Division, and
Engineered Bar Division		95,000		95,000
OmniSource		92,263		97,096
Steel Fabrication Operations Segment		1,925		1,925
	$	388,518	$	393,351

OmniSource goodwill decreased $4.8 million from December 31, 2016 to September 30, 2017, in recognition of the 2017 tax benefit related to the normal amortization of the component of OmniSource tax-deductible goodwill in excess of book goodwill.

Recently Issued Accounting Standards

Recently Adopted/Issued Accounting Standards

In July 2015, the FASB issued ASU 2015-11, Inventory (Topic 330): Simplifying the Measurement of Inventory (ASU 2015-11), which requires an entity to measure inventory at the lower of cost and net realizable value, rather than at the lower of cost or market. The company adopted ASU 2015-11 as required in the first quarter of 2017 on a prospective basis, and the adoption had no impact on its financial condition, results of operations, or cash flow. 

In May 2014, the FASB issued ASU 2014-09, which is codified in ASC 606, Revenue Recognition – Revenue from Contracts with Customers, which amends the guidance in former ASC 605, Revenue Recognition.  FASB has since issued clarifying guidance in the form of ASU 2016-08, Revenue from Contracts with Customers: Principal versus Agent Consideration (Reporting Revenue Gross versus Net), ASU 2016-10, Revenue from Contract with Customers : Identifying Performance Obligations and Licensing, and ASU 2016-12, Revenue from Contracts with Customers: Narrow-Scope Improvements and Practical Expedients, collectively (ASC 606). The core principle of ASC 606 is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. ASC 606 also requires additional disclosures to help users of financial statements better understand the nature, amount, timing, and potential uncertainty of revenue that is recognized. ASC 606 guidance is effective for annual and interim periods beginning after December 15, 2017, but can be early adopted for annual and interim periods ending after December 15, 2016, using a full retrospective or modified retrospective approach.  The company is finalizing its adoption plan in which it has identified current revenue streams and analyzed those revenue streams pursuant to the new accounting requirements. The company will complete the adoption plan during the fourth quarter of 2017, including assessment of new required disclosures.  Based on our analysis within the adoption plan completed to date, the company does not believe there will be significant change in the amount or timing of revenue recognized under the new standard, or significant changes required to the company’s functions, processes or systems. The company intends to adopt ASU 2014-09 effective January 1, 2018, using the modified retrospective approach. 

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842): which establishes a new lease accounting model that requires lessees to recognize a right of use asset and related lease liability for most leases having lease terms of more than 12 months (ASU 2016-02).  Leases with a term of 12 months or less will be accounted for similar to existing guidance for operating leases.  This new guidance is effective for annual and interim periods beginning after December 15, 2018, but can be early adopted.  The company is currently evaluating the impact of the provisions of ASU 2016-02, including the timing of adoption. 

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Description of the Business and Significant Accounting Policies (Tables)

9 Months Ended

Sep. 30, 2017

Description of the Business and Significant Accounting Policies

Schedule of Goodwill

The company’s goodwill is allocated to the following reporting units at September 30, 2017, and December 31, 2016, (in thousands):

	September 30,		December 31,
	2017		2016
Steel Operations Segment:
Columbus Flat Roll Division	$	19,682	$	19,682
The Techs		142,783		142,783
Vulcan Threaded Products		7,824		7,824
Roanoke Bar Division		29,041		29,041
Metals Recycling Operations Segment:
Butler Flat Roll Division, Structural and Rail Division, and
Engineered Bar Division		95,000		95,000
OmniSource		92,263		97,096
Steel Fabrication Operations Segment		1,925		1,925
	$	388,518	$	393,351

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Earnings Per Share (Tables)

9 Months Ended

Sep. 30, 2017

Earnings Per Share

Reconciliation of Basic and Diluted Earnings Per Share

The following tables present a reconciliation of the numerators and the denominators of the company’s basic and diluted earnings per share computations for the three and nine months ended September 30, 2017 and 2016 (in thousands, except per share data):

	Three Months Ended September 30,
	2017					2016
	Net Income		Shares	Per Share		Net Income		Shares	Per Share
	(Numerator)		(Denominator)	Amount		(Numerator)		(Denominator)	Amount
Basic earnings per share	$	153,258	239,066	$	0.64	$	157,397	243,761	$	0.65
Dilutive common share equivalents		-	1,814				-	1,921
Diluted earnings per share	$	153,258	240,880	$	0.64	$	157,397	245,682	$	0.64

	Nine Months Ended September 30,
	2017						2016
	Net Income		Shares		Per Share		Net Income		Shares		Per Share
	(Numerator)		(Denominator)		Amount		(Numerator)		(Denominator)		Amount
Basic earnings per share	$	508,008		241,117	$	2.11	$	362,103		243,539	$	1.49
Dilutive common share equivalents		-		1,699				-		1,688
Diluted earnings per share	$	508,008		242,816	$	2.09	$	362,103		245,227	$	1.48

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Inventories (Tables)

9 Months Ended

Sep. 30, 2017

Inventories

Schedule of Inventories

Inventories are stated at lower of cost or net realizable value. Cost is determined using a weighted average cost method for raw materials and supplies, and on a first-in, first-out, basis for other inventory. Inventory consisted of the following (in thousands):

	September 30,		December 31,
	2017		2016
Raw materials	$	677,187	$	515,924
Supplies		376,984		383,134
Work in progress		119,735		103,606
Finished goods		313,610		272,547
Total inventories	$	1,487,516	$	1,275,211

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Changes in Equity (Tables)

9 Months Ended

Sep. 30, 2017

Changes in Equity

Schedule of stockholders' 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 and redeemable amounts attributable to the noncontrolling interests (in thousands):

	Stockholders of Steel Dynamics, Inc.
					Additional								Redeemable
	Common		Treasury		Paid-In		Retained		Noncontrolling		Total		Noncontrolling
	Stock		Stock		Capital		Earnings		Interests		Equity		Interests
Balances at December 31, 2016	$	641	$	(416,829)	$	1,132,749	$	2,210,459	$	(149,561)	$	2,777,459	$	111,240
Dividends declared		-		-		-		(111,435)		-		(111,435)		-
Share repurchases		-		(237,154)		-		-		-		(237,154)		-
Equity-based compensation		-		3,773		14,714		(201)		-		18,286		-
Comprehensive and net income (loss)		-		-		-		508,008		(5,383)		502,625		-
Balances at September 30, 2017	$	641	$	(650,210)	$	1,147,463	$	2,606,831	$	(154,944)	$	2,949,781	$	111,240

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Derivative Financial Instruments (Tables)

9 Months Ended

Sep. 30, 2017

Derivative Financial Instruments

Schedule of Notional Amounts of Outstanding Derivative Positions

. The following summarizes the company’s futures contract commitments as of September 30, 2017:  

Commodity Futures	Long/Short	Metric Tons
Aluminum	Long	1,275
Aluminum	Short	2,250
Copper	Long	4,251
Copper	Short	21,727

Schedule of Derivative Instruments Statements of Financial Performance and Financial Position

The following summarizes the location and amounts of the fair values reported on the company’s balance sheets as of September 30, 2017, and December 31, 2016, and gains and losses related to derivatives included in the company’s statement of income for the three and nine months ended September 30, 2017 and 2016 (in thousands):

Note 6.  Derivative Financial Instruments (Continued)

	Asset Derivatives					Liability Derivatives
	Balance sheet	Fair Value				Fair Value
	location	September 30, 2017		December 31, 2016		September 30, 2017		December 31, 2016
Derivative instruments designated
as fair value hedges
Commodity futures	Other current assets	$	2,576	$	2,910	$	396	$	1,300
Derivative instruments not designated
as hedges
Commodity futures	Other current assets		1,573		1,150		497		783
Total derivative instruments		$	4,149	$	4,060	$	893	$	2,083

The fair value of the above derivative instruments along with required margin deposit amounts with the same counterparty under master netting arrangements totaled $6.0 million at September 30, 2017, and $3.2 million at December 31, 2016, are reflected in other current assets in the consolidated balance sheets.

		Amount of gain (loss) recognized					Location of gain	Amount of gain (loss) recognized
	Location of gain	in income on derivatives					(loss) recognized	in income on related hedged items
	(loss) recognized	for the three months ended				Hedged items in	in income on	for the three months ended
	in income on	September 30,		September 30,		fair value hedge	related hedged	September 30,		September 30,
	derivatives	2017		2016		relationships	items	2017		2016
Derivatives in fair value
hedging relationships
Commodity futures	Costs of goods sold	$	4,122	$	826	Firm commitments	Costs of goods sold	$	(1,711)	$	(793)
						Inventory	Costs of goods sold		(1,330)		(177)
Derivatives not designated								$	(3,041)	$	(970)
as hedging instruments
Commodity futures	Costs of goods sold	$	(10,566)	$	(638)

		Amount of gain (loss) recognized					Location of gain	Amount of gain (loss) recognized
	Location of gain	in income on derivatives					(loss) recognized	in income on related hedged items
	(loss) recognized	for the nine months ended				Hedged items in	in income on	for the nine months ended
	in income on	September 30,		September 30,		fair value hedge	on related	September 30,		September 30,
	derivatives	2017		2016		relationships	hedged items	2017		2016
Derivatives in fair value
hedging relationships
Commodity futures	Costs of goods sold	$	571	$	1,281	Firm commitments	Costs of goods sold	$	995	$	(2,223)
						Inventory	Costs of goods sold		179		642
Derivatives not designated								$	1,174	$	(1,581)
as hedging instruments
Commodity futures	Costs of goods sold	$	(12,528)	$	(394)

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Fair Value Measurements (Tables)

9 Months Ended

Sep. 30, 2017

Fair Value Measurements

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

The following table sets forth financial assets and liabilities measured at fair value on a recurring basis in the consolidated balance sheet and the respective levels to which the fair value measurements are classified within the fair value hierarchy as of September 30, 2017, and December 31, 2016 (in thousands):    

			Quoted Prices		Significant
			in Active		Other		Significant
			Markets for		Observable		Unobservable
			Identical Assets		Inputs		Inputs
	Total		(Level 1)		(Level 2)		(Level 3)
September 30, 2017
Commodity futures – financial assets	$	4,149	$	-	$	4,149	$	-
Commodity futures – financial liabilities		893		-		893		-
December 31, 2016
Commodity futures – financial assets	$	4,060	$	-	$	4,060	$	-
Commodity futures – financial liabilities		2,083		-		2,083		-

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Segment Information (Tables)

9 Months Ended

Sep. 30, 2017

Segment Information

Schedule of operating segment results

Note 9.  Segment Information (Continued)

The company’s segment results are as follows (in thousands):

			Metals		Steel
For the three months ended	Steel		Recycling		Fabrication
September 30, 2017	Operations		Operations		Operations		Other			Eliminations			Consolidated
Net Sales
External	$	1,700,707	$	301,422	$	211,271	$	101,057		$	-		$	2,314,457
External Non-U.S.		82,098		46,793		34		-			-			128,925
Other segments		65,321		360,982		89		116			(426,508)			-
		1,848,126		709,197		211,394		101,173			(426,508)			2,443,382
Operating income (loss)		276,547		17,624		21,862		(44,326)	(1)		(692)			271,015
Income (loss) before income taxes		255,539		16,020		20,199		(56,754)			(692)			234,312
Depreciation and amortization		57,644		12,020		2,866		2,680			-			75,210
Capital expenditures		31,654		8,589		1,524		1,028			-			42,795
As of September 30, 2017
Assets	$	4,353,904	$	1,032,018	$	381,931	$	1,346,968	(2)	$	(154,084)	(3)	$	6,960,737

	Footnotes related to the three months ended September 30, 2017, segment results (in millions):
(1)	Corporate SG&A	$	(12.1)	(3)	Elimination of intra-company receivables	$	(130.4)
	Company-wide equity-based compensation		(6.8)		Elimination of intra-company debt		(10.7)
	Profit sharing		(20.2)		Other		(13.0)
	Other, net		(5.2)			$	(154.1)
		$	(44.3)
(2)	Cash and equivalents	$	1,065.9
	Accounts receivable		14.0
	Inventories		42.8
	Property, plant and equipment, net		162.4
	Intra-company debt		10.7
	Other		51.2
		$	1,347.0

Note 9.  Segment Information (Continued)

			Metals		Steel
For the three months ended	Steel		Recycling		Fabrication
September 30, 2016	Operations		Operations		Operations		Other			Eliminations		Consolidated
Net Sales
External	$	1,502,726	$	260,518	$	177,341	$	60,282		$	-	$	2,000,867
External Non-U.S.		54,776		45,574		88		5			-		100,443
Other segments		70,384		259,171		1,211		1,108			(331,874)		-
		1,627,886		565,263		178,640		61,395			(331,874)		2,101,310
Operating income (loss)		307,553		6,154		17,744		(47,687)	(1)		91		283,855
Income (loss) before income taxes		285,131		2,437		15,645		(59,999)			91		243,305
Depreciation and amortization		53,456		13,836		2,848		4,101			(51)		74,190
Capital expenditures		49,200		9,506		747		321			-		59,774

Footnotes related to the three months ended September 30, 2016, segment results (in millions):
(1)	Corporate SG&A	$	(12.6)
	Company-wide equity-based compensation		(6.1)
	Profit sharing		(21.0)
	Other, net		(8.0)
		$	(47.7)

			Metals		Steel
For the nine months ended	Steel		Recycling		Fabrication
September 30, 2017	Operations		Operations		Operations		Other			Eliminations		Consolidated
Net Sales
External	$	5,025,310	$	910,830	$	603,140	$	281,091		$	-	$	6,820,371
External Non-U.S.		237,070		144,750		127		-			-		381,947
Other segments		183,374		1,067,770		244		1,065			(1,252,453)		-
		5,445,754		2,123,350		603,511		282,156			(1,252,453)		7,202,318
Operating income (loss)		895,008		51,968		65,735		(141,406)	(1)		(371)		870,934
Income (loss) before income taxes		830,865		46,674		61,171		(164,456)			(371)		773,883
Depreciation and amortization		170,125		37,048		8,743		8,152			-		224,068
Capital expenditures		101,939		18,539		5,748		1,520			-		127,746

Footnotes related to the nine months ended September 30, 2017, segment results (in millions):
(1)	Corporate SG&A	$	(37.9)
	Company-wide equity-based compensation		(23.5)
	Profit sharing		(66.8)
	Other, net		(13.2)
		$	(141.4)

Note 9.  Segment Information (Continued)

			Metals		Steel
For the nine months ended	Steel		Recycling		Fabrication
September 30, 2016	Operations		Operations		Operations		Other			Eliminations			Consolidated
Net Sales
External	$	4,068,688	$	769,260	$	527,859	$	210,358		$	-		$	5,576,165
External Non-U.S.		172,694		117,299		167		188			-			290,348
Other segments		178,190		756,613		2,415		3,603			(940,821)			-
		4,419,572		1,643,172		530,441		214,149			(940,821)			5,866,513
Operating income (loss)		712,939		20,014		73,230		(125,186)	(1)		(9,055)	(2)		671,942
Income (loss) before income taxes		645,189		10,300		67,175		(152,296)			(9,055)			561,313
Depreciation and amortization		159,614		42,666		8,431		12,413			(154)			222,970
Capital expenditures		103,202		17,068		1,918		980			-			123,168

Footnotes related to the nine months ended September 30, 2016, segment results (in millions):
(1)	Corporate SG&A	$	(38.5)	(2)	Gross profit decrease from intra-company sales	$	(9.1)
	Company-wide equity-based compensation		(20.4)
	Profit sharing		(47.7)
	Other, net		(18.6)
		$	(125.2)

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Condensed Consolidating Information (Tables)

9 Months Ended

Sep. 30, 2017

Condensed Consolidating Information

Schedule of Condensed Consolidating Balance Sheets

Condensed Consolidating Balance Sheets (in thousands)
					Combined		Consolidating		Total
As of September 30, 2017	Parent		Guarantors		Non-Guarantors		Adjustments		Consolidated
Cash and equivalents	$	1,064,499	$	32,968	$	4,497	$	-	$	1,101,964
Accounts receivable, net		294,753		1,450,968		48,082		(870,786)		923,017
Inventories		669,076		754,526		72,990		(9,076)		1,487,516
Other current assets		36,828		21,404		5,124		(3,708)		59,648
Total current assets		2,065,156		2,259,866		130,693		(883,570)		3,572,145
Property, plant and equipment, net		873,015		1,634,215		201,547		-		2,708,777
Intangible assets, net		-		231,838		31,519		-		263,357
Goodwill		-		380,695		7,823		-		388,518
Other assets, including investments in subs		2,611,965		7,060		5,578		(2,596,663)		27,940
Total assets	$	5,550,136	$	4,513,674	$	377,160	$	(3,480,233)	$	6,960,737
Accounts payable	$	196,177	$	348,347	$	106,208	$	(122,049)	$	528,683
Accrued expenses		224,156		251,694		9,437		(130,102)		355,185
Current maturities of long-term debt		167,840		-		40,482		(25,661)		182,661
Total current liabilities		588,173		600,041		156,127		(277,812)		1,066,529
Long-term debt		2,324,240		-		172,243		(145,000)		2,351,483
Other liabilities		(467,002)		983,737		27,238		(62,269)		481,704
Total liabilities		2,445,411		1,583,778		355,608		(485,081)		3,899,716
Redeemable noncontrolling interests		-		-		111,240		-		111,240
Common stock		641		1,727,859		14,908		(1,742,767)		641
Treasury stock		(650,210)		-		-		-		(650,210)
Additional paid-in-capital		1,147,463		128,076		791,196		(919,272)		1,147,463
Retained earnings (deficit)		2,606,831		1,073,961		(740,848)		(333,113)		2,606,831
Total Steel Dynamics, Inc. equity		3,104,725		2,929,896		65,256		(2,995,152)		3,104,725
Noncontrolling interests		-		-		(154,944)		-		(154,944)
Total equity		3,104,725		2,929,896		(89,688)		(2,995,152)		2,949,781
Total liabilities and equity	$	5,550,136	$	4,513,674	$	377,160	$	(3,480,233)	$	6,960,737

Note 10.  Condensed Consolidating Information (Continued)

					Combined		Consolidating		Total
As of December 31, 2016	Parent		Guarantors		Non-Guarantors		Adjustments		Consolidated
Cash and equivalents	$	766,685	$	54,677	$	20,121	$	-	$	841,483
Accounts receivable, net		229,148		1,257,245		23,689		(780,298)		729,784
Inventories		587,319		639,148		58,696		(9,952)		1,275,211
Other current assets		45,049		36,062		4,447		(2,361)		83,197
Total current assets		1,628,201		1,987,132		106,953		(792,611)		2,929,675
Property, plant and equipment, net		899,370		1,679,751		208,094		-		2,787,215
Intangible assets, net		-		251,919		32,058		-		283,977
Goodwill		-		385,527		7,824		-		393,351
Other assets, including investments in subs		2,769,884		7,335		5,832		(2,753,537)		29,514
Total assets	$	5,297,455	$	4,311,664	$	360,761	$	(3,546,148)	$	6,423,732
Accounts payable	$	141,089	$	265,764	$	89,659	$	(101,316)	$	395,196
Accrued expenses		198,085		220,917		8,793		(113,808)		313,987
Current maturities of long-term debt		674		700		29,347		(27,089)		3,632
Total current liabilities		339,848		487,381		127,799		(242,213)		712,815
Long-term debt		2,324,298		-		168,566		(139,670)		2,353,194
Other liabilities		(293,711)		1,219,444		42,482		(499,191)		469,024
Total liabilities		2,370,435		1,706,825		338,847		(881,074)		3,535,033
Redeemable noncontrolling interests		-		-		111,240		-		111,240
Common stock		641		1,727,859		14,908		(1,742,767)		641
Treasury stock		(416,829)		-		-		-		(416,829)
Additional paid-in-capital		1,132,749		128,076		779,678		(907,754)		1,132,749
Retained earnings (deficit)		2,210,459		748,904		(734,351)		(14,553)		2,210,459
Total Steel Dynamics, Inc. equity		2,927,020		2,604,839		60,235		(2,665,074)		2,927,020
Noncontrolling interests		-		-		(149,561)		-		(149,561)
Total equity		2,927,020		2,604,839		(89,326)		(2,665,074)		2,777,459
Total liabilities and equity	$	5,297,455	$	4,311,664	$	360,761	$	(3,546,148)	$	6,423,732

Schedule of Condensed Consolidating Statements of Operations

Condensed Consolidating Statements of Operations (in thousands)
For the three months ended,					Combined		Consolidating		Total
September 30, 2017	Parent		Guarantors		Non-Guarantors		Adjustments		Consolidated
Net sales	$	946,136	$	2,641,067	$	161,556	$	(1,305,377)	$	2,443,382
Costs of goods sold		763,310		2,402,670		157,564		(1,276,680)		2,046,864
Gross profit		182,826		238,397		3,992		(28,697)		396,518
Selling, general and administrative		51,464		74,151		4,896		(5,008)		125,503
Operating income (loss)		131,362		164,246		(904)		(23,689)		271,015
Interest expense, net of capitalized interest		18,831		14,481		3,181		(2,316)		34,177
Other (income) expense, net		2,660		(2,492)		42		2,316		2,526
Income (loss) before income taxes and
equity in net income of subsidiaries		109,871		152,257		(4,127)		(23,689)		234,312
Income taxes		35,309		55,183		1,169		(8,361)		83,300
		74,562		97,074		(5,296)		(15,328)		151,012
Equity in net income of subsidiaries		78,696		-		-		(78,696)		-
Net loss attributable to noncontrolling interests		-		-		2,246		-		2,246
Net income (loss) attributable to Steel Dynamics, Inc.	$	153,258	$	97,074	$	(3,050)	$	(94,024)	$	153,258

For the three months ended,					Combined		Consolidating		Total
September 30, 2016	Parent		Guarantors		Non-Guarantors		Adjustments		Consolidated
Net sales	$	845,585	$	2,258,466	$	96,409	$	(1,099,150)	$	2,101,310
Costs of goods sold		647,983		2,016,874		100,470		(1,072,520)		1,692,807
Gross profit (loss)		197,602		241,592		(4,061)		(26,630)		408,503
Selling, general and administrative		52,995		72,605		4,134		(5,086)		124,648
Operating income (loss)		144,607		168,987		(8,195)		(21,544)		283,855
Interest expense, net of capitalized interest		17,818		17,741		2,847		(2,207)		36,199
Other (income) expense, net		2,342		3,937		(4,135)		2,207		4,351
Income (loss) before income taxes and
equity in net income of subsidiaries		124,447		147,309		(6,907)		(21,544)		243,305
Income taxes		40,242		55,684		797		(7,831)		88,892
		84,205		91,625		(7,704)		(13,713)		154,413
Equity in net income of subsidiaries		73,192		-		-		(73,192)		-
Net loss attributable to noncontrolling interests		-		-		2,984		-		2,984
Net income (loss) attributable to Steel Dynamics, Inc.	$	157,397	$	91,625	$	(4,720)	$	(86,905)	$	157,397

Note 10.  Condensed Consolidating Information (Continued)

For the nine months ended,					Combined		Consolidating		Total
September 30, 2017	Parent		Guarantors		Non-Guarantors		Adjustments		Consolidated
Net sales	$	2,797,557	$	7,827,981	$	449,902	$	(3,873,122)	$	7,202,318
Costs of goods sold		2,241,936		7,054,938		432,657		(3,788,403)		5,941,128
Gross profit (loss)		555,621		773,043		17,245		(84,719)		1,261,190
Selling, general and administrative		164,061		226,153		15,253		(15,211)		390,256
Operating income (loss)		391,560		546,890		1,992		(69,508)		870,934
Interest expense, net of capitalized interest		55,353		44,245		9,494		(7,073)		102,019
Other (income) expense, net		(4,463)		(7,305)		(273)		7,073		(4,968)
Income (loss) before income taxes and
equity in net income of subsidiaries		340,670		509,950		(7,229)		(69,508)		773,883
Income taxes		106,036		184,891		4,651		(24,320)		271,258
		234,634		325,059		(11,880)		(45,188)		502,625
Equity in net income of subsidiaries		273,374		-		-		(273,374)		-
Net loss attributable to noncontrolling interests		-		-		5,383		-		5,383
Net income (loss) attributable to Steel Dynamics, Inc.	$	508,008	$	325,059	$	(6,497)	$	(318,562)	$	508,008

For the nine months ended,					Combined		Consolidating		Total
September 30, 2016	Parent		Guarantors		Non-Guarantors		Adjustments		Consolidated
Net sales	$	2,297,389	$	6,322,158	$	271,694	$	(3,024,728)	$	5,866,513
Costs of goods sold		1,823,408		5,676,265		286,486		(2,944,568)		4,841,591
Gross profit (loss)		473,981		645,893		(14,792)		(80,160)		1,024,922
Selling, general and administrative		145,596		212,613		9,352		(14,581)		352,980
Operating income (loss)		328,385		433,280		(24,144)		(65,579)		671,942
Interest expense, net of capitalized interest		53,842		54,493		7,558		(6,005)		109,888
Other (income) expense, net		(2,137)		8,012		(11,139)		6,005		741
Income (loss) before income taxes and
equity in net income of subsidiaries		276,680		370,775		(20,563)		(65,579)		561,313
Income taxes (benefit)		89,210		139,958		(63)		(23,966)		205,139
		187,470		230,817		(20,500)		(41,613)		356,174
Equity in net income of subsidiaries		174,633		-		-		(174,633)		-
Net loss attributable to noncontrolling interests						5,929				5,929
Net income (loss) attributable to Steel Dynamics, Inc.	$	362,103	$	230,817	$	(14,571)	$	(216,246)	$	362,103

Schedule of Condensed Consolidating Statements of Cash Flows

Condensed Consolidating Statements of Cash Flows (in thousands)
For the nine months ended,					Combined		Consolidating		Total
September 30, 2017	Parent		Guarantors		Non-Guarantors		Adjustments		Consolidated
Net cash provided (used in) by operating activities	$	126,267	$	434,450	$	(17,762)	$	4,650	$	547,605
Net cash used in investing activities		(48,799)		(50,975)		(7,006)		3,902		(102,878)
Net cash provided by (used in) financing activities		220,346		(405,184)		9,144		(8,552)		(184,246)
Increase (decrease) in cash and equivalents		297,814		(21,709)		(15,624)		-		260,481
Cash and equivalents at beginning of period		766,685		54,677		20,121		-		841,483
Cash and equivalents at end of period	$	1,064,499	$	32,968	$	4,497	$	-	$	1,101,964

For the nine months ended,					Combined		Consolidating		Total
September 30, 2016	Parent		Guarantors		Non-Guarantors		Adjustments		Consolidated
Net cash provided by operating activities	$	282,918	$	358,657	$	52	$	3,735	$	645,362
Net cash used in investing activities		(143,427)		(81,983)		(3,935)		2,879		(226,466)
Net cash provided by (used in) financing activities		196,242		(297,596)		13,529		(6,614)		(94,439)
Increase (decrease) in cash and equivalents		335,733		(20,922)		9,646		-		324,457
Cash and equivalents at beginning of period		636,877		81,976		8,179		-		727,032
Cash and equivalents at end of period	$	972,610	$	61,054	$	17,825	$	-	$	1,051,489

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Description of the Business and Significant Accounting Policies (Segments) (Details)	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Steel Operations
Segment Reporting Information
Percentage of external net sales	73.00%	74.00%	73.00%	72.00%
Metals Recycling Operations
Segment Reporting Information
Percentage of external net sales	14.00%	15.00%	15.00%	15.00%
Steel Fabrication Operations
Segment Reporting Information
Percentage of external net sales	9.00%	8.00%	8.00%	9.00%

XML

Description of the Business and Significant Accounting Policies (Goodwill) (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2017	Dec. 31, 2016
Goodwill
Goodwill	$ 388,518	$ 393,351
OmniSource
Goodwill
Goodwill decrease due to tax benefit related to the normal amortization of the component	4,800
Steel Operations | Columbus Flat Roll Division
Goodwill
Goodwill	19,682	19,682
Steel Operations | The Techs
Goodwill
Goodwill	142,783	142,783
Steel Operations | Vulcan Steel Products [Member]
Goodwill
Goodwill	7,824	7,824
Steel Operations | Roanoke Bar Division
Goodwill
Goodwill	29,041	29,041
Metals Recycling Operations | Butler Flat Roll Division, Structural and Rail Division, and Engineered Bar Division
Goodwill
Goodwill	95,000	95,000
Metals Recycling Operations | OmniSource
Goodwill
Goodwill	92,263	97,096
Steel Fabrication Operations | New Millennium Building Systems
Goodwill
Goodwill	$ 1,925	$ 1,925

XML

Description of the Business and Significant Accounting Policies (Recently Adopted/Issued Accounting Standards) (Details) $ in Millions	9 Months Ended
	Sep. 30, 2016 USD ($)
Accounting Standards Update 2016-09 [Member]
New Accounting Pronouncement, Early Adoption [Line Items]
Cash paid to tax authorities from shares withheld to satisfy statutory income tax withholding obligation	$ 2.2

XML

Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Net Income (Numerator)
Basic earnings per share - net income (in dollars)	$ 153,258	$ 157,397	$ 508,008	$ 362,103
Diluted earnings per share - net income (in dollars)	$ 153,258	$ 157,397	$ 508,008	$ 362,103
Weighted average common shares outstanding (in shares)
Weighted average common shares outstanding - basic (in shares)	239,066	243,761	241,117	243,539
Dilutive common share equivalents (in shares)	1,814	1,921	1,699	1,688
Weighted average common shares outstanding - diluted (in shares)	240,880	245,682	242,816	245,227
Per Share Amount
Basic (in dollars per share)	$ 0.64	$ 0.65	$ 2.11	$ 1.49
Diluted (in dollars per share)	$ 0.64	$ 0.64	$ 2.09	$ 1.48

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Inventories (Details) - USD ($) $ in Thousands	Sep. 30, 2017	Dec. 31, 2016
Inventories
Raw materials	$ 677,187	$ 515,924
Supplies	376,984	383,134
Work in progress	119,735	103,606
Finished goods	313,610	272,547
Total inventories	$ 1,487,516	$ 1,275,211

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Debt (Details) - USD ($)	1 Months Ended		3 Months Ended
	Oct. 31, 2017	Sep. 30, 2017	Dec. 31, 2017	Sep. 30, 2017
Long Term Debt
Write off of Deferred Debt Issuance Cost				$ 8,000,000
Subsequent Event [Member]
Long Term Debt
Write off of Deferred Debt Issuance Cost			$ 6,600,000
4.125 Senior Notes Due 2025 [Member] | Senior Notes
Long Term Debt
Debt Instrument, Face Amount		$ 350,000,000		$ 350,000,000
Stated interest rate		4.125%		4.125%
6 3/8% Senior Notes, due 2022 | Senior Notes
Long Term Debt
Stated interest rate		6.375%		6.375%
6 3/8% Senior Notes, due 2022 | Senior Notes | Debt Instrument, Redemption, Period One [Member]
Long Term Debt
Redemption price of debt instrument (as a percent)		103.563%
Debt Instrument, Repurchased Face Amount		$ 182,900,000		$ 182,900,000
6 3/8% Senior Notes, due 2022 | Senior Notes | Debt Instrument, Redemption, Period Two [Member]
Long Term Debt
Redemption price of debt instrument (as a percent)	103.188%
Debt Instrument, Repurchased Face Amount	$ 167,100,000

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Changes in Equity (Rollforward) (Details) $ in Thousands	9 Months Ended
	Sep. 30, 2017 USD ($)
Balances	$ 2,777,459
Dividends declared	(111,435)
Share repurchases	(237,154)
Equity-based compensation	18,286
Comprehensive and net income (loss)	502,625
Balances	2,949,781
Common Stock
Balances	641
Balances	641
Treasury Stock
Balances	(416,829)
Share repurchases	(237,154)
Equity-based compensation	3,773
Balances	(650,210)
Additional Paid-In Capital
Balances	1,132,749
Equity-based compensation	14,714
Balances	1,147,463
Retained Earnings
Balances	2,210,459
Dividends declared	(111,435)
Equity-based compensation	(201)
Comprehensive and net income (loss)	508,008
Balances	2,606,831
Noncontrolling Interests
Balances	(149,561)
Comprehensive and net income (loss)	(5,383)
Balances	(154,944)
Redeemable Noncontrolling Interest
Balances	111,240
Balances	$ 111,240

XML

Derivative Financial Instruments (Narrative) (Details) - Futures - Commodity contract - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016	Dec. 31, 2016
Other current assets
Commodity contract commitments
Fair value of derivatives including required margin deposits	$ 6,000		$ 6,000		$ 3,200
Designated as hedging instrument
Gains or losses on derivative instruments, statement of income
Ineffectiveness - amount of gain (loss) recognized in income on related hedged items	(35)	$ (84)	62	$ (175)
Gain (loss) excluded from hedge effectiveness testing	$ 1,100	$ (60)	$ 1,700	$ (125)

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Derivative Financial Instruments (Schedule of Notional Amounts of Outstanding Derivative Positions) (Details) - Futures	9 Months Ended
	Sep. 30, 2017 T
Aluminum | Long
Derivative [Line Items]
Commodity contract (in MT/Lbs)	1,275
Aluminum | Short
Derivative [Line Items]
Commodity contract (in MT/Lbs)	2,250
Copper | Long
Derivative [Line Items]
Commodity contract (in MT/Lbs)	4,251
Copper | Short
Derivative [Line Items]
Commodity contract (in MT/Lbs)	21,727

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Derivative Financial Instruments (Schedule of Derivatives Instruments Statements of Financial Performance and Financial Position) (Details) - USD ($) $ in Thousands	Sep. 30, 2017	Dec. 31, 2016
Commodity futures, asset derivatives	$ 4,149	$ 4,060
Commodity futures, liability derivatives	893	2,083
Futures | Commodity contract | Designated as hedging instrument | Other current assets
Commodity futures, asset derivatives	2,576	2,910
Commodity futures, liability derivatives	396	1,300
Futures | Commodity contract | Not designated as hedging instrument | Other current assets
Commodity futures, asset derivatives	1,573	1,150
Commodity futures, liability derivatives	$ 497	$ 783

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Derivative Financial Instruments (Schedule of Derivatives Instruments Statements of Financial Position) (Details) - Cost of goods sold - Futures - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Designated as hedging instrument
Amount of gain (loss) recognized in income on derivatives	$ 4,122	$ 826	$ 571	$ 1,281
Amount of gain (loss) recognized in income on related hedged items	(3,041)	(970)	1,174	(1,581)
Designated as hedging instrument | Firm commitments
Amount of gain (loss) recognized in income on related hedged items	(1,711)	(793)	995	(2,223)
Designated as hedging instrument | Inventory
Amount of gain (loss) recognized in income on related hedged items	(1,330)	(177)	179	642
Not designated as hedging instrument
Amount of gain (loss) recognized in income on derivatives	$ (10,566)	$ (638)	$ (12,528)	$ (394)

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Fair Value Measurements (Details) - USD ($) $ in Thousands	Sep. 30, 2017	Dec. 31, 2016
Assets and liabilities subject to fair value measurements
Commodity futures - financial assets	$ 4,149	$ 4,060
Commodity futures - financial liabilities	893	2,083
Fair value of long-term debt, including current maturities	2,600,000	2,500,000
Outstanding Balance	2,500,000	2,400,000
Futures | Recurring | Commodity contract
Assets and liabilities subject to fair value measurements
Commodity futures - financial assets	4,149	4,060
Commodity futures - financial liabilities	893	2,083
Futures | Recurring | Fair Value, Inputs, Level 2 [Member] | Commodity contract
Assets and liabilities subject to fair value measurements
Commodity futures - financial assets	4,149	4,060
Commodity futures - financial liabilities	$ 893	$ 2,083

XML

Segment Information - Results (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016	Dec. 31, 2016
Segment Reporting Information
Net sales	$ 2,443,382	$ 2,101,310	$ 7,202,318	$ 5,866,513
Operating income (loss)	271,015	283,855	870,934	671,942
Income (loss) before income taxes	234,312	243,305	773,883	561,313
Depreciation and amortization	75,210	74,190	224,068	222,970
Capital expenditures	42,795	59,774	127,746	123,168
Assets	6,960,737		6,960,737		$ 6,423,732
U.S.
Segment Reporting Information
Net sales	2,314,457	2,000,867	6,820,371	5,576,165
Non-U.S.
Segment Reporting Information
Net sales	128,925	100,443	381,947	290,348
Steel Operations
Segment Reporting Information
Net sales	1,848,126	1,627,886	5,445,754	4,419,572
Operating income (loss)	276,547	307,553	895,008	712,939
Income (loss) before income taxes	255,539	285,131	830,865	645,189
Depreciation and amortization	57,644	53,456	170,125	159,614
Capital expenditures	31,654	49,200	101,939	103,202
Assets	4,353,904		4,353,904
Steel Operations | Other segments
Segment Reporting Information
Net sales	65,321	70,384	183,374	178,190
Steel Operations | U.S.
Segment Reporting Information
Net sales	1,700,707	1,502,726	5,025,310	4,068,688
Steel Operations | Non-U.S.
Segment Reporting Information
Net sales	82,098	54,776	237,070	172,694
Metals Recycling Operations
Segment Reporting Information
Net sales	709,197	565,263	2,123,350	1,643,172
Operating income (loss)	17,624	6,154	51,968	20,014
Income (loss) before income taxes	16,020	2,437	46,674	10,300
Depreciation and amortization	12,020	13,836	37,048	42,666
Capital expenditures	8,589	9,506	18,539	17,068
Assets	1,032,018		1,032,018
Metals Recycling Operations | Other segments
Segment Reporting Information
Net sales	360,982	259,171	1,067,770	756,613
Metals Recycling Operations | U.S.
Segment Reporting Information
Net sales	301,422	260,518	910,830	769,260
Metals Recycling Operations | Non-U.S.
Segment Reporting Information
Net sales	46,793	45,574	144,750	117,299
Steel Fabrication Operations
Segment Reporting Information
Net sales	211,394	178,640	603,511	530,441
Operating income (loss)	21,862	17,744	65,735	73,230
Income (loss) before income taxes	20,199	15,645	61,171	67,175
Depreciation and amortization	2,866	2,848	8,743	8,431
Capital expenditures	1,524	747	5,748	1,918
Assets	381,931		381,931
Steel Fabrication Operations | Other segments
Segment Reporting Information
Net sales	89	1,211	244	2,415
Steel Fabrication Operations | U.S.
Segment Reporting Information
Net sales	211,271	177,341	603,140	527,859
Steel Fabrication Operations | Non-U.S.
Segment Reporting Information
Net sales	34	88	127	167
Other
Segment Reporting Information
Net sales	101,173	61,395	282,156	214,149
Operating income (loss)	(44,326)	(47,687)	(141,406)	(125,186)
Income (loss) before income taxes	(56,754)	(59,999)	(164,456)	(152,296)
Depreciation and amortization	2,680	4,101	8,152	12,413
Capital expenditures	1,028	321	1,520	980
Assets	1,346,968		1,346,968
Other | Other segments
Segment Reporting Information
Net sales	116	1,108	1,065	3,603
Other | U.S.
Segment Reporting Information
Net sales	101,057	60,282	281,091	210,358
Other | Non-U.S.
Segment Reporting Information
Net sales		5		188
Eliminations
Segment Reporting Information
Net sales	(426,508)	(331,874)	(1,252,453)	(940,821)
Operating income (loss)	(692)	91	(371)	(9,055)
Income (loss) before income taxes	(692)	91	(371)	(9,055)
Depreciation and amortization		(51)		(154)
Assets	(154,084)		(154,084)
Eliminations | Other segments
Segment Reporting Information
Net sales	$ (426,508)	$ (331,874)	$ (1,252,453)	$ (940,821)

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Segment Information - Other Footnote (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016	Jun. 30, 2017	Dec. 31, 2016	Jun. 30, 2016	Dec. 31, 2015
Operating income (loss)
Corporate SG & A	$ (97,056)	$ (95,185)	$ (298,422)	$ (279,899)
Profit sharing	(21,175)	(22,255)	(69,714)	(51,722)
Operating income (loss)	271,015	283,855	870,934	671,942
Assets
Cash and equivalents	1,101,964	1,051,489	1,101,964	1,051,489	$ 908,843	$ 841,483	$ 1,052,666	$ 727,032
Accounts receivable	923,017		923,017			729,784
Inventories	1,487,516		1,487,516			1,275,211
Property, plant and equipment, net	2,708,777		2,708,777			2,787,215
Other	27,940		27,940			29,514
Total assets	6,960,737		6,960,737			$ 6,423,732
Other
Operating income (loss)
Corporate SG & A	(12,100)	(12,600)	(37,900)	(38,500)
Company-wide equity-based compensation	(6,800)	(6,100)	(23,500)	(20,400)
Profit sharing	(20,200)	(21,000)	(66,800)	(47,700)
Other, net	(5,200)	(8,000)	(13,200)	(18,600)
Operating income (loss)	(44,326)	(47,687)	(141,406)	(125,186)
Assets
Cash and equivalents	1,065,900		1,065,900
Accounts receivable	14,000		14,000
Inventories	42,800		42,800
Property, plant and equipment, net	162,400		162,400
Intra Company Debt	10,700		10,700
Other	51,200		51,200
Total assets	1,346,968		1,346,968
Metals Recycling Operations
Operating income (loss)
Operating income (loss)	17,624	$ 6,154	51,968	$ 20,014
Assets
Total assets	$ 1,032,018		$ 1,032,018

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Segment Information - Eliminations Footnote (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016	Dec. 31, 2016
Operating income (loss)
Operating income (loss)	$ 271,015	$ 283,855	$ 870,934	$ 671,942
Gross profit	396,518	408,503	1,261,190	1,024,922
Assets elimination
Accounts receivable	923,017		923,017		$ 729,784
Other	27,940		27,940		29,514
Total assets	6,960,737		6,960,737		$ 6,423,732
Eliminations
Operating income (loss)
Operating income (loss)	(692)	$ 91	(371)	$ (9,055)
Assets elimination
Accounts receivable	(130,400)		(130,400)
Elimination of intra-company debt	(10,700)		(10,700)
Other	(13,000)		(13,000)
Total assets	$ (154,084)		$ (154,084)

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Condensed Consolidating Information - Balance Sheets (Details) - USD ($) $ in Thousands	Sep. 30, 2017	Jun. 30, 2017	Dec. 31, 2016	Sep. 30, 2016	Jun. 30, 2016	Dec. 31, 2015
Condensed Consolidating Balance Sheets
Cash and equivalents	$ 1,101,964	$ 908,843	$ 841,483	$ 1,051,489	$ 1,052,666	$ 727,032
Accounts receivable, net	923,017		729,784
Inventories	1,487,516		1,275,211
Other current assets	59,648		83,197
Total current assets	3,572,145		2,929,675
Property, plant and equipment, net	2,708,777		2,787,215
Intangible assets, net	263,357		283,977
Goodwill	388,518		393,351
Other assets, including investments in subs	27,940		29,514
Total assets	6,960,737		6,423,732
Accounts payable	528,683		395,196
Accrued expenses	355,185		313,987
Current maturities of long-term debt	182,661		3,632
Total current liabilities	1,066,529		712,815
Long-term debt	2,351,483		2,353,194
Other liabilities	481,704		469,024
Total liabilities	3,899,716		3,535,033
Redeemable noncontrolling interests	111,240		111,240
Common stock	641		641
Treasury stock	(650,210)		(416,829)
Additional paid-in capital	1,147,463		1,132,749
Retained earnings (deficit)	2,606,831		2,210,459
Total Steel Dynamics, Inc. equity	3,104,725		2,927,020
Noncontrolling interests	(154,944)		(149,561)
Total equity	2,949,781		2,777,459
Total liabilities and equity	6,960,737		6,423,732
Parent
Condensed Consolidating Balance Sheets
Cash and equivalents	1,064,499		766,685	972,610		636,877
Accounts receivable, net	294,753		229,148
Inventories	669,076		587,319
Other current assets	36,828		45,049
Total current assets	2,065,156		1,628,201
Property, plant and equipment, net	873,015		899,370
Other assets, including investments in subs	2,611,965		2,769,884
Total assets	5,550,136		5,297,455
Accounts payable	196,177		141,089
Accrued expenses	224,156		198,085
Current maturities of long-term debt	167,840		674
Total current liabilities	588,173		339,848
Long-term debt	2,324,240		2,324,298
Other liabilities	(467,002)		(293,711)
Total liabilities	2,445,411		2,370,435
Common stock	641		641
Treasury stock	(650,210)		(416,829)
Additional paid-in capital	1,147,463		1,132,749
Retained earnings (deficit)	2,606,831		2,210,459
Total Steel Dynamics, Inc. equity	3,104,725		2,927,020
Total equity	3,104,725		2,927,020
Total liabilities and equity	5,550,136		5,297,455
Guarantors
Condensed Consolidating Balance Sheets
Cash and equivalents	32,968		54,677	61,054		81,976
Accounts receivable, net	1,450,968		1,257,245
Inventories	754,526		639,148
Other current assets	21,404		36,062
Total current assets	2,259,866		1,987,132
Property, plant and equipment, net	1,634,215		1,679,751
Intangible assets, net	231,838		251,919
Goodwill	380,695		385,527
Other assets, including investments in subs	7,060		7,335
Total assets	4,513,674		4,311,664
Accounts payable	348,347		265,764
Accrued expenses	251,694		220,917
Current maturities of long-term debt			700
Total current liabilities	600,041		487,381
Other liabilities	983,737		1,219,444
Total liabilities	1,583,778		1,706,825
Common stock	1,727,859		1,727,859
Additional paid-in capital	128,076		128,076
Retained earnings (deficit)	1,073,961		748,904
Total Steel Dynamics, Inc. equity	2,929,896		2,604,839
Total equity	2,929,896		2,604,839
Total liabilities and equity	4,513,674		4,311,664
Combined Non-Guarantors
Condensed Consolidating Balance Sheets
Cash and equivalents	4,497		20,121	$ 17,825		$ 8,179
Accounts receivable, net	48,082		23,689
Inventories	72,990		58,696
Other current assets	5,124		4,447
Total current assets	130,693		106,953
Property, plant and equipment, net	201,547		208,094
Intangible assets, net	31,519		32,058
Goodwill	7,823		7,824
Other assets, including investments in subs	5,578		5,832
Total assets	377,160		360,761
Accounts payable	106,208		89,659
Accrued expenses	9,437		8,793
Current maturities of long-term debt	40,482		29,347
Total current liabilities	156,127		127,799
Long-term debt	172,243		168,566
Other liabilities	27,238		42,482
Total liabilities	355,608		338,847
Redeemable noncontrolling interests	111,240		111,240
Common stock	14,908		14,908
Additional paid-in capital	791,196		779,678
Retained earnings (deficit)	(740,848)		(734,351)
Total Steel Dynamics, Inc. equity	65,256		60,235
Noncontrolling interests	(154,944)		(149,561)
Total equity	(89,688)		(89,326)
Total liabilities and equity	377,160		360,761
Consolidating Adjustments
Condensed Consolidating Balance Sheets
Accounts receivable, net	(870,786)		(780,298)
Inventories	(9,076)		(9,952)
Other current assets	(3,708)		(2,361)
Total current assets	(883,570)		(792,611)
Other assets, including investments in subs	(2,596,663)		(2,753,537)
Total assets	(3,480,233)		(3,546,148)
Accounts payable	(122,049)		(101,316)
Accrued expenses	(130,102)		(113,808)
Current maturities of long-term debt	(25,661)		(27,089)
Total current liabilities	(277,812)		(242,213)
Long-term debt	(145,000)		(139,670)
Other liabilities	(62,269)		(499,191)
Total liabilities	(485,081)		(881,074)
Common stock	(1,742,767)		(1,742,767)
Additional paid-in capital	(919,272)		(907,754)
Retained earnings (deficit)	(333,113)		(14,553)
Total Steel Dynamics, Inc. equity	(2,995,152)		(2,665,074)
Total equity	(2,995,152)		(2,665,074)
Total liabilities and equity	$ (3,480,233)		$ (3,546,148)

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Condensed Consolidating Information - Statements of Operations (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Condensed Consolidating Statements of Operations
Net sales	$ 2,443,382	$ 2,101,310	$ 7,202,318	$ 5,866,513
Costs of goods sold	2,046,864	1,692,807	5,941,128	4,841,591
Gross profit	396,518	408,503	1,261,190	1,024,922
Selling, general and administrative	125,503	124,648	390,256	352,980
Operating income	271,015	283,855	870,934	671,942
Interest expense, net of capitalized interest	34,177	36,199	102,019	109,888
Other (income) expense, net	2,526	4,351	(4,968)	741
Income before income taxes	234,312	243,305	773,883	561,313
Income taxes (benefit)	83,300	88,892	271,258	205,139
Net income	151,012	154,413	502,625	356,174
Net loss attributable to noncontrolling interests	2,246	2,984	5,383	5,929
Net income attributable to Steel Dynamics, Inc.	153,258	157,397	508,008	362,103
Parent
Condensed Consolidating Statements of Operations
Net sales	946,136	845,585	2,797,557	2,297,389
Costs of goods sold	763,310	647,983	2,241,936	1,823,408
Gross profit	182,826	197,602	555,621	473,981
Selling, general and administrative	51,464	52,995	164,061	145,596
Operating income	131,362	144,607	391,560	328,385
Interest expense, net of capitalized interest	18,831	17,818	55,353	53,842
Other (income) expense, net	2,660	2,342	(4,463)	(2,137)
Income before income taxes	109,871	124,447	340,670	276,680
Income taxes (benefit)	35,309	40,242	106,036	89,210
Net income	74,562	84,205	234,634	187,470
Equity in net income of subsidiaries	78,696	73,192	273,374	174,633
Net income attributable to Steel Dynamics, Inc.	153,258	157,397	508,008	362,103
Guarantors
Condensed Consolidating Statements of Operations
Net sales	2,641,067	2,258,466	7,827,981	6,322,158
Costs of goods sold	2,402,670	2,016,874	7,054,938	5,676,265
Gross profit	238,397	241,592	773,043	645,893
Selling, general and administrative	74,151	72,605	226,153	212,613
Operating income	164,246	168,987	546,890	433,280
Interest expense, net of capitalized interest	14,481	17,741	44,245	54,493
Other (income) expense, net	(2,492)	3,937	(7,305)	8,012
Income before income taxes	152,257	147,309	509,950	370,775
Income taxes (benefit)	55,183	55,684	184,891	139,958
Net income	97,074	91,625	325,059	230,817
Net income attributable to Steel Dynamics, Inc.	97,074	91,625	325,059	230,817
Combined Non-Guarantors
Condensed Consolidating Statements of Operations
Net sales	161,556	96,409	449,902	271,694
Costs of goods sold	157,564	100,470	432,657	286,486
Gross profit	3,992	(4,061)	17,245	(14,792)
Selling, general and administrative	4,896	4,134	15,253	9,352
Operating income	(904)	(8,195)	1,992	(24,144)
Interest expense, net of capitalized interest	3,181	2,847	9,494	7,558
Other (income) expense, net	42	(4,135)	(273)	(11,139)
Income before income taxes	(4,127)	(6,907)	(7,229)	(20,563)
Income taxes (benefit)	1,169	797	4,651	(63)
Net income	(5,296)	(7,704)	(11,880)	(20,500)
Net loss attributable to noncontrolling interests	2,246	2,984	5,383	5,929
Net income attributable to Steel Dynamics, Inc.	(3,050)	(4,720)	(6,497)	(14,571)
Consolidating Adjustments
Condensed Consolidating Statements of Operations
Net sales	(1,305,377)	(1,099,150)	(3,873,122)	(3,024,728)
Costs of goods sold	(1,276,680)	(1,072,520)	(3,788,403)	(2,944,568)
Gross profit	(28,697)	(26,630)	(84,719)	(80,160)
Selling, general and administrative	(5,008)	(5,086)	(15,211)	(14,581)
Operating income	(23,689)	(21,544)	(69,508)	(65,579)
Interest expense, net of capitalized interest	(2,316)	(2,207)	(7,073)	(6,005)
Other (income) expense, net	2,316	2,207	7,073	6,005
Income before income taxes	(23,689)	(21,544)	(69,508)	(65,579)
Income taxes (benefit)	(8,361)	(7,831)	(24,320)	(23,966)
Net income	(15,328)	(13,713)	(45,188)	(41,613)
Equity in net income of subsidiaries	(78,696)	(73,192)	(273,374)	(174,633)
Net income attributable to Steel Dynamics, Inc.	$ (94,024)	$ (86,905)	$ (318,562)	$ (216,246)

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Condensed Consolidating Information - Statements of Cash Flows (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Condensed Consolidating Statements of Cash Flows
Net cash provided by (used in) operating activities	$ 226,148	$ 196,362	$ 547,605	$ 645,362
Net cash used in investing activities	(47,232)	(167,332)	(102,878)	(226,466)
Net cash provided by (used in) financing activities	14,205	(30,207)	(184,246)	(94,439)
Increase (decrease) in cash and equivalents	193,121	(1,177)	260,481	324,457
Cash and equivalents at beginning of period	908,843	1,052,666	841,483	727,032
Cash and equivalents at end of period	1,101,964	1,051,489	1,101,964	1,051,489
Parent
Condensed Consolidating Statements of Cash Flows
Net cash provided by (used in) operating activities			126,267	282,918
Net cash used in investing activities			(48,799)	(143,427)
Net cash provided by (used in) financing activities			220,346	196,242
Increase (decrease) in cash and equivalents			297,814	335,733
Cash and equivalents at beginning of period			766,685	636,877
Cash and equivalents at end of period	1,064,499	972,610	1,064,499	972,610
Guarantors
Condensed Consolidating Statements of Cash Flows
Net cash provided by (used in) operating activities			434,450	358,657
Net cash used in investing activities			(50,975)	(81,983)
Net cash provided by (used in) financing activities			(405,184)	(297,596)
Increase (decrease) in cash and equivalents			(21,709)	(20,922)
Cash and equivalents at beginning of period			54,677	81,976
Cash and equivalents at end of period	32,968	61,054	32,968	61,054
Combined Non-Guarantors
Condensed Consolidating Statements of Cash Flows
Net cash provided by (used in) operating activities			(17,762)	52
Net cash used in investing activities			(7,006)	(3,935)
Net cash provided by (used in) financing activities			9,144	13,529
Increase (decrease) in cash and equivalents			(15,624)	9,646
Cash and equivalents at beginning of period			20,121	8,179
Cash and equivalents at end of period	$ 4,497	$ 17,825	4,497	17,825
Consolidating Adjustments
Condensed Consolidating Statements of Cash Flows
Net cash provided by (used in) operating activities			4,650	3,735
Net cash used in investing activities			3,902	2,879
Net cash provided by (used in) financing activities			$ (8,552)	$ (6,614)